Exhibit 10.54


AMENDED AND RESTATED SECURITY AGREEMENT


THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is entered
into as of October 1, 2006, by FS PATRIOT LLC
and FS COMMONWEALTH LLC,
each a Maryland limited liability company, jointly and severally, (the “Tenant”),
and HRES1 PROPERTIES TRUST, a
Maryland real estate investment trust (the “Secured Party”).


W  I  T  N  E
S  S  E  T  H:


WHEREAS, pursuant to a Master Lease Agreement, dated as of
March 3, 2006 (as amended to date, the “Original Lease”), the Secured
Party leased to the Tenant and the Tenant leased from the Secured Party,
certain premises as more particularly described in the Original Lease, subject
to and upon the terms and conditions set forth in the Original Lease; and


WHEREAS, the Secured Party and the Tenant are
parties to that certain Security Agreement, dated as of March 3, 2006 (the “Original
Security Agreement”), executed in connection with the Original Lease; and


WHEREAS, the Secured Party and the Tenant have
entered into that certain Amended and Restated Master Lease Agreement, dated as
of the date hereof (the “New Lease”), which amends and restates the
Original Lease in its entirety; and


WHEREAS, the Secured Party and the Tenant wish to amend and restate the Original
Security Agreement to clarify that the Tenant has agreed to grant to the
Secured Party a first and perfected lien and security interest in the
Collateral as security for the
payment and performance of each and every obligation and liability of the
Tenant to the Secured Party, whether now existing or hereafter arising, under
the New Lease or any other document or agreement executed and delivered
pursuant thereto, including, without limitation, the payment of the Rent (this
and other capitalized terms used and not otherwise defined herein having the
meanings ascribed to such terms in Section 1), and the payment and
performance of each and every other obligation of the Tenant to the Secured
Party, whether now existing or hereafter arising, whether direct or indirect,
absolute or contingent, due or to become due (collectively, the “Obligations”);


NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the













mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


Section 1. 
Definitions.  As used in
this Agreement, the following terms shall have the meanings specified
below.  Except as otherwise defined,
terms defined in the Uniform Commercial Code and used herein without definition
shall have the meanings given such terms in the Uniform Commercial Code.


“Affiliated
Person” shall have the meaning given such term in the New
Lease.


“Business
Day” shall have the meaning given such term in the New
Lease.


“Collateral” shall mean all of the Tenant’s right, title and
interest in and under or arising out of all and any personal property,
intangibles and fixtures of any type or description (other than Excluded
Collateral), wherever located and now existing or hereafter arising, or which
constitute or arise from the operation, maintenance or repair of the Leased
Property or any portion thereof, together with any and all additions and
accessions thereto and replacements, products, proceeds (including, without
limitation, proceeds of insurance) and supporting obligations thereof,
including, but not limited to, the following:


(a)                                  all
goods, including, without limitation, all Equipment; and


(b)                                 all
General Intangibles; and


(c)                                  all
other personal property or fixtures of any nature whatsoever which relate to
the operation, maintenance or repair of the Leased Property, or any portion
thereof, and all property from time to time described in any financing
statement signed by the Tenant naming the Secured Party as Secured Party; and


(d)                                 all
claims, rights, powers or privileges and remedies relating to the foregoing or
arising in connection therewith, including, without limitation, all Licenses
and Permits which Tenant legally may grant a security interest in, rights to
make determinations, to exercise any election (including, but not limited to,
election of remedies) or option or to give or receive any notice, consent,
waiver or approval; all liens, security, guaranties, endorsements, warranties
and indemnities and all insurance, eminent domain and 



 2
 









condemnation awards and
claims therefor relating thereto or arising in connection therewith; all rights
to property forming the subject matter of any of the foregoing, including,
without limitation, rights to stoppage in transit and rights to returned or
repossessed property; all writings relating to the foregoing or arising in
connection therewith; and


(e)                                  all
contract rights, general intangibles and other property rights of any nature
whatsoever arising out of or in connection with any of the foregoing (other
than Excluded Collateral), including, without limitation, payments due or to
become due, whether as repayments, reimbursements, contractual obligations,
indemnities, damages or otherwise.


“Equipment” shall mean all buildings, structures, improvements,
fixtures and items of machinery, equipment and other tangible personal property
which constitute, arise from or relate to the operation, maintenance or repair
of the Leased Property or any portion thereof, together with all repairs,
replacements, improvements, substitutions, extensions or renewals thereof or
additions thereto, all parts, additions and accessories incorporated therein or
affixed thereto, and all “equipment” as such term is defined in the Uniform
Commercial Code, and all cash and non-cash proceeds therefrom.


“Event
of Default” shall have the meaning given such term in Section
6.


“Excluded
Collateral” shall mean Accounts or Chattel Paper, Support Obligations, General Intangibles or
Deposit Accounts relating to such Accounts or Chattel Paper, Instruments or
Investment Property evidencing or arising from such Accounts or Chattel Paper,
any documents, books, records or other information (including, without
limitation, computer programs, tapes, discs, punch cards, data processing software
and related property and rights) maintained with respect to any of the
foregoing or any Proceeds of any of the foregoing.


“Facility”
shall have the meaning given such term in the New Lease.


“General Intangibles” shall mean all present and future general
intangibles and contract rights (other than Excluded Collateral) which
constitute, arise from or relate to the operation, maintenance or repair of the
Leased Property, or any portion thereof, including, but not limited to, all
causes of action, corporate or business records, inventions, designs, 



 3
 









patents, patent applications, trademarks, trademark
registrations and applications therefor, goodwill, trade names, trade secrets,
trade processes, copyrights, copyright registrations and applications therefor,
franchises, customer lists, computer programs, claims under guaranties, tax
refund claims, rights and claims against carriers and shippers, leases, claims
under insurance policies, all rights to indemnification and all other
intangible personal property of every kind and nature which constitutes, arises
from or relates to the operation, maintenance or repair of the Leased Property,
or any portion thereof.


“Instrument” shall have the meaning give such term in Article 9 of
the Uniform Commercial Code.


“New Lease” shall have the meaning given such term in the
preamble to this Agreement.


“Leased Property” shall have the meaning given such term
in the New Lease.


“Legal
Requirements” shall have the meaning given such term in
the New Lease.


“Licenses” shall mean all certificates of need (if any),
licenses, permits, rights of use, covenants or rights otherwise benefiting or
permitting the use and operation of each applicable Property or any part
thereof pertaining to the operation, maintenance or repair of such Property or
any portion thereof.


“Obligations” shall have the
meaning given such term in the preamble to this Agreement.


“Overdue Rate” shall have the
meaning given to such term in the New Lease.


“Permits” shall mean all permits, approvals, consents, waivers,
exemptions, variances, franchises, orders, authorizations, rights and licenses
obtained or hereafter obtained from any federal, state or other governmental
authority or agency relating to the operation, maintenance or repair, of each
applicable Property, or any portion thereof.


“Person”
shall have the meaning given such term in the New Lease.


“Property”
shall have the meaning given such term in the New Lease.



 4
 









“Rent”
shall have the meaning given such term in the New Lease.


“Tenant” shall have the meaning given
such term in the preamble to this Agreement.


“Uniform
Commercial Code” means Article 9 of the Uniform
Commercial Code as in effect in the Commonwealth of Massachusetts from time to
time.


Section 2. 
Security Interest.  As security
for the prompt payment and performance of all the Obligations, the Tenant
hereby grants, pledges, transfers and assigns to the Secured Party, its
successors and assigns and all other holders from time to time of the
Obligations, a continuing security interest under the Uniform Commercial Code
from time to time in effect in the jurisdiction in which any of the Collateral
is located in and a continuing lien upon all of the Tenant’s right, title and
interest in the Collateral, together with any and all additions thereto and
replacements, products and proceeds thereof, whether now existing or hereafter
arising or acquired and wherever located.


Section 3. 
General Representations, Warranties and  Covenants. 
The Tenant represents, warrants and covenants, which representations,
warranties and covenants shall survive execution and delivery of this
Agreement, as follows:


(a)           Each of the warranties and representations of the Tenant
contained herein, in the New Lease or in any other document executed in
connection herewith or therewith are true and correct on the date hereof.


(b)           Except for the lien granted to the Secured Party pursuant
to this Security Agreement and any liens permitted under the New Lease, the
Tenant is, and as to the Collateral acquired from time to time after the date
hereof the Tenant will be, the owner of all the Collateral free from any lien,
security interest, encumbrance or other right, title or interest of any Person,
except for the security interest of the Secured Party therein, and the Tenant
shall defend the Collateral against all claims and demands of all Persons at
any time claiming the same or any interest therein adverse to the Secured
Party.  The lien granted in this
Agreement by the Tenant to the Secured Party in the Collateral is not
prohibited by and does not constitute a default under any agreements or other
instruments constituting a part of the Collateral, and no consent is required
of any Person to effect such lien which has not been obtained.



 5
 









(c)           Except as permitted under the New Lease, there is no financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) now on file or registered in any public office covering any
interest of any kind in the Collateral, or intended so to be, which has not
been terminated, and so long as this Agreement remains in effect or any of the
Obligations or any obligations of any Affiliated Person of the Tenant to the
Secured Party remain unpaid, the Tenant will not execute and there will not be
on file in any public office any financing statement (or similar statement or
instrument of registration under the law of any jurisdiction) or  statements relating to the Collateral, except
financing statements filed or to be filed in respect of and covering the
security interest of the Secured Party.


(d)           The chief executive office and the principal place of
business of each of the Entities comprising the Tenant are as set forth in Schedule
1 and neither of such Entities will move its chief executive office or
establish any other principal place of business except to such new location as
such Entity may establish in accordance with this Section 3(d). The
location of each Facility comprising a portion of the Leased Property is as set
forth in Schedule 2.  The
originals of all documents evidencing Collateral and the only original books of
account and records of each of the Entities comprising the Tenant relating
thereto are, and will continue to be, kept at such chief executive office or
the applicable Facility, as the case may be, or at such new location as such
Entity may establish in accordance with this Section 3(d).  Neither of the Entities comprising the Tenant
shall move its chief executive office or establish any other principal place of
business until (i) such Entity shall have given to the Secured Party not less
than ten (10) days’ prior written notice of its intention to do so, which
notice shall clearly describe such new location and provide such other
information in connection therewith as the Secured Party may reasonably
request, and (ii) with respect to such new location, such Entity shall have
taken such action, satisfactory to the Secured Party (including, without
limitation, all action required by Section 5), to maintain the security
interest of the Secured Party in the Collateral.


(e)           All tangible personal property owned on the date hereof by
the Tenant to be used in connection with the operation or maintenance of the
Leased Property, or any portion thereof, is located at each applicable Property
or is in transit to such Property from the vendor thereof.  The Tenant agrees that (i) all such property
held by the Tenant on the date hereof, once at each applicable Property, shall
remain at such Property and (ii) 



 6
 









all such property
subsequently acquired by the Tenant shall immediately upon acquisition be
transferred to and remain at the applicable Property.


(f)            The corporate name and organizational identification
number of each of the Entities comprising the Tenant are as set forth on the
signature page hereto.  The name under
which each of the Facilities is operated is set forth on Schedule 2.  Neither of the Entities comprising the Tenant
shall (i) change such name without providing the Secured Party with thirty (30)
days’ prior written notice and making all filings and taking all such other
actions as the Secured Party determines are necessary or appropriate to
continue or perfect the security interest granted hereunder, (ii) change its
corporate organizational number, nor (iii) conduct its business in any other
name or take title to any Collateral in any other name while this Agreement
remains in effect.  Except as otherwise
set forth on Schedule 1, neither of the Entities comprising the Tenant
has ever had any other name nor conducted business in any other name in any
jurisdiction.  Each of the Entities
comprising the Tenant is formed as a Maryland limited liability company.  Subject to the terms and conditions of the
New Lease, neither of the Entities comprising the Tenant shall change its
organizational structure or jurisdiction of formation without giving at least
thirty (30) days’ prior written notice thereof to the Secured Party.


(g)           The Secured Party is authorized (but is under no
obligation) to make, upon ten (10) Business Days’ notice to the Tenant (except
in the case of exigent circumstances, in which circumstances upon such notice,
if any, as may then be reasonably practical), any payments which in the Secured
Party’s opinion are necessary to:


(i)                                     discharge
any liens which have or may take priority over the lien hereof; and


(ii)                                  pay
all premiums payable on the insurance policies referred to in the New Lease or
any other document or agreement executed in connection therewith or herewith,
upon the failure of the Tenant to make such payments within the time permitted
therein.


The Tenant shall have no claim against the Secured
Party by reason of its decision not to make any payments or perform such
obligations permitted under this Section 3(g).  The Tenant shall repay to the Secured Party
any sums paid by the Secured Party upon demand. 
Any sums paid and expenses incurred by the Secured 



 7
 









Party pursuant to this paragraph shall bear interest
at the Overdue Rate.


(h)           If any of the Collateral at any time becomes evidenced by
an Instrument, the Tenant shall promptly deliver such Instrument to the Secured
Party, appropriately endorsed to the order of the Secured Party, to be held
pursuant to this Agreement.


(i)            The Tenant shall not sell, transfer, change the
registration, if any, of, dispose of, attempt to dispose of, or substantially
modify or abandon the Collateral or any material part thereof, other than as
permitted under the New Lease, without the prior written consent of the Secured
Party.  Except as permitted under the New
Lease, the Tenant shall not create, incur, assume or suffer to exist any lien
upon any of the Collateral without the prior written consent of the Secured
Party.


(j)            The Tenant shall not assert against the Secured Party any
claim or defense which the Tenant may have against any seller of the Collateral
or any part thereof or against any Person with respect to the Collateral or any
part thereof.


(k)           The Tenant shall, upon demand, pay to the Secured Party
the amount of any and all reasonable expenses, including the reasonable fees
and expenses of its counsel and of any experts and agents, which the Secured
Party may incur in connection with (i) the administration of this Agreement,
(ii) the custody or  preservation of, or
the sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of the Secured Party
hereunder and under such other agreements or (iv) the failure by the Tenant to
perform or observe any of the provisions hereof.


(l)            The Tenant shall indemnify and hold harmless the Secured
Party from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Secured Party in any way relating to or arising out of this
Agreement or arising out of the Tenant’s obligations under any other documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or the enforcement of any of the terms hereof or
of any such other documents.



 8
 









Section 4. 
Special Provisions Concerning Equipment. 
The Tenant shall not impair the rights of the Secured Party in the
Equipment.  Regardless of the manner of
the affixation of any Equipment to real property, the Equipment so attached
shall at all times constitute and remain personal property.  The Tenant retains all liability and
responsibility in connection with the Equipment and the liability of the Tenant
to pay the Obligations shall in no way be affected or diminished by reason of
the fact that such Equipment may be lost, destroyed, stolen or damaged or for
any reason whatsoever have become unavailable to the Tenant.  Upon the request of the Secured Party, the
Tenant shall provide to the Secured Party a current list of Equipment.


Section 5.  Financing
Statements; Documentary Stamp Taxes.


(a)           The Tenant shall, at its own expense, make, execute,
endorse, acknowledge, file and/or deliver to the Secured Party from time to
time such lists, descriptions and designations of inventory, warehouse
receipts, bills of lading, documents of title, vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other assurances or
instruments and take such further steps relating to the Collateral and other
property or rights covered by the security interest hereby granted, which the
Secured Party reasonably deems appropriate or advisable to perfect, preserve or
protect its security interest in the Collateral.  The Tenant authorizes the Secured Party to
file any such financing statements without the signature of the Tenant and the
Tenant will pay all applicable filing fees and related expenses.  To the extent permitted by law, a carbon, photographic
or other reproduction of this Agreement or a financing statement shall be
sufficient as a financing statement.


(b)           The Tenant shall procure, pay for, affix to any and all
documents and cancel any documentary tax stamps required by and in accordance
with, applicable law, and the Tenant shall indemnify and hold harmless the
Secured Party from and against any liability 
(including interest and penalties) in respect of such documentary stamp
taxes.


Section 6. 
Event of Default.  For purposes
of this Agreement, the term “Event of Default” shall mean (a) the
occurrence of an Event of Default under the New Lease or any document or
agreement executed in connection therewith; (b) the failure of the Tenant to
comply with any of its covenants or obligations under this Agreement and the
continuance thereof for a period of ten (10) Business Days after written notice
thereof; (c) any representation or warranty contained herein or made by 



 9
 









the Tenant in connection herewith shall prove to have
been false or misleading in any material respect when made; or (d) the
occurrence of any default or event of default under any document, instrument or
agreement evidencing the Obligations.


Section 7.  Remedies.


(a)           Upon the occurrence and during the continuance of an Event
of Default, in addition to any rights and remedies now or hereafter granted
under applicable law, under the New Lease or under any other documents or
agreements entered into in connection herewith or therewith, and not by way of
limitation of any such rights and remedies, the Secured Party shall have all of
the rights and remedies of a secured party under the Uniform Commercial Code as
enacted in any applicable jurisdiction, and the right, without notice to, or
assent by, the Tenant, in the name of the Tenant or, subject to any limitations
imposed by applicable Legal Requirements, in the name of the Secured Party or
otherwise:


(i)                                               with
respect to the General Intangibles to ask for, demand, collect, receive,
compound and give acquittance therefor or any part thereof, to extend the time
of payment of, compromise or settle for cash, credit or otherwise, and upon any
terms and conditions, any thereof, to exercise and enforce any rights and
remedies in respect thereof, and to file any claims, commence, maintain or discontinue
any actions, suits or other proceedings deemed by the Secured Party necessary
or advisable for the purpose of collecting or enforcing payment and performance
thereof;


(ii)                                            to
take possession of any or all of the Collateral and to use, hold, store,
operate, merge and/or control the same and to exclude the Tenant and all
Persons claiming under it wholly or partly therefrom, and, for that purpose, to
enter, with the aid and assistance of any Person or Persons and with or without
legal process, any premises where the Collateral, or any part thereof, are, or
may be, placed or assembled, and to remove any such Collateral;


(iii)                                         from
time to time, at the expense of the Tenant, to make all such repairs,
replacements, alterations, additions and improvements to and of the Collateral
as the Secured Party may 



 10
 









reasonably deem
proper; to carry on the business and to exercise all rights and powers of the
Tenant in respect to the Collateral, as the Secured Party shall deem best,
including the right to enter into any and all such agreements with respect to
the leasing, management and/or operation of the Collateral or any part thereof
as the Secured Party may see fit; to collect and receive all rents, issues,
profits, fees, revenues and other income of the same and every part thereof
which rents, issues, profits, fees, revenues and other income may be applied to
pay the expenses of holding and operating the Collateral and of conducting the
business thereof, and of all maintenance, repairs, replacements, alterations,
additions and improvements, and to make all payments which the Secured Party
may be required or may elect to make, if any, for taxes, assessments, insurance
and other charges upon the Collateral or any part thereof, and all other
payments which the Secured Party may be required or authorized to make under
any provision of this Agreement (including, without limitation, reasonable
legal costs and attorneys’ fees);


(iv)                                        to
execute any instrument and do all other things necessary and proper to protect
and preserve and realize upon the Collateral and the other rights contemplated
hereby;


(v)                                           upon
notice to such effect, to require the Tenant to deliver, at the Tenant’s
expense, any or all Collateral which is reasonably movable to the Secured Party
at a place designated by the Secured Party, and after delivery thereof the
Tenant shall have no further claim to or interest in the Collateral; and


(vi)                                        without
obligation to resort to other security, at any time and from time to time, to
sell, re-sell, assign and deliver all or any of the Collateral, in one or more
parcels at the same or different times, and all right, title and interest,
claim and demand therein and right of redemption thereof, at public or private
sale, for cash, upon credit or for future delivery, and at such price or prices
and on such terms as 



 11
 









the Secured Party
may determine, with the amounts realized from any such sale to be applied to
the Secured Obligations in the manner determined by the Secured Party.


The Tenant hereby agrees that all of the foregoing may
be effected without demand, advertisement or notice (except as hereinafter
provided or as may be required by law), all of which (except as hereinafter
provided) are hereby expressly waived, to the maximum extent permitted by law.  The Secured Party shall not be obligated to
do any of the acts hereinabove authorized and in the event that the Secured
Party elects to do any such act, the Secured Party shall not be responsible to
the Tenant.


(b)           Upon the occurrence and during the continuance of an Event
of Default, the Secured Party may take legal proceedings for the appointment of
a receiver or receivers (to which the Secured Party shall be entitled as a
matter of right) to take possession of the Collateral pending the sale thereof
pursuant either to the powers of sale granted by this Agreement or to a
judgment, order or decree made in any judicial proceeding for the foreclosure
or involving the enforcement of this Agreement. 
If, after the exercise of any or all of such rights and remedies, any of
the Obligations shall remain unpaid or unsatisfied, the Tenant shall remain
liable for any deficiency or performance thereof, as applicable.


(c)           Upon any sale of any of the Collateral, whether made under
the power of sale hereby given or under judgment, order or decree in any
judicial proceeding for the foreclosure or involving the enforcement of this
Agreement:


(i)                                               the
Secured Party may bid for and purchase the property being sold and, upon
compliance with the terms of sale, may hold, retain and possess and dispose of
such property in its own absolute right without further accountability, and
may, in paying the purchase money therefor, deliver any instruments evidencing
the Obligations or agree to the satisfaction of all or a portion of the
Obligations in lieu of cash in payment of the amount which shall be payable
thereon, and such instruments, in case the amounts so payable thereon shall be
less than the amount due thereon, shall be returned to the Secured Party after
being appropriately stamped to show partial payment;



 12
 









(ii)                                            the
Secured Party may make and deliver to the purchaser or purchasers a good and
sufficient deed, bill of sale and instrument of assignment and transfer of the
property sold;


(iii)                                         all
right, title, interest, claim and demand whatsoever, either at law or in equity
or  otherwise, of the Tenant of, in and
to the property so sold shall be divested; such sale shall be a perpetual bar
both at law and in equity against the Tenant, its successors and assigns, and
against any and all Persons claiming or who may claim the property sold or any
part thereof from, through or under the Tenant, its successors or assigns;


(iv)                                        the
receipt of the Secured Party or of the officers thereof making such sale shall
be a sufficient discharge to the purchaser or purchasers at such sale for his
or their purchase money, and such purchaser or purchasers, and his or their
assigns or personal representatives, shall not, after paying such purchase
money and receiving such receipt of the Secured Party or of such officer
therefor, be obliged to see to the application of such purchase money or be in
any way answerable for any loss, misapplication or nonapplication thereof; and


(v)                                           to
the extent that it may lawfully do so, the Tenant agrees that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take
advantage of, any appraisement, valuation, stay, extension or redemption laws,
or any law permitting it to direct the order in which the Collateral or any
part thereof shall be sold, now or at any time hereafter in force, which may
delay, prevent or otherwise affect the performance or enforcement of this
Agreement or any other document, the New Lease or any other document or
agreement entered into in connection herewith or therewith, and the Tenant
hereby expressly waives all benefit or advantage of any such laws and covenants
that it will not hinder, delay or impede the execution of any power granted or
delegated to the Secured Party in this Agreement, but will 



 13
 









suffer and permit
the execution of every such power as though no such laws were in force.


In the event of any sale of Collateral pursuant to
this Section 7, the Secured Party shall, at least ten (10) days before
such sale, give the Tenant written notice of its intention to sell, except that,
if the Secured Party shall determine in its reasonable discretion that any of
the Collateral threatens to decline in value, any such sale may be made upon
three (3) days’ written notice to the Tenant, which time periods the Tenant
hereby agrees are reasonable.


(d)  The Secured Party is hereby irrevocably
appointed the true and lawful attorney-in-fact of the Tenant in its name and
stead, to make all necessary deeds, bills of sale and instruments of assignment
and transfer of the property sold pursuant to this Section 7 and for
such other purposes as are necessary or desirable to effectuate the provisions
of this Agreement, and for that purpose it may execute and deliver all
necessary deeds, bills of sale and instruments of assignment and transfer, and
may substitute one or more Persons with like power, the Tenant hereby ratifying
and confirming all that its said attorney, or such substitute or substitutes,
shall lawfully do by virtue hereof.  If
so requested by the Secured Party or by any purchaser, the Tenant shall ratify
and confirm any such sale or transfer by executing and delivering to the
Secured Party or to such purchaser all property, deeds, bills of sale,
instruments or assignment and transfer and releases as may be designated in any
such request.


Section 8. 
Application of Moneys.  All moneys
which the Secured Party shall receive pursuant hereto shall first be
applied  (to the extent thereof) to the
payment of all reasonable costs and expenses incurred in connection with the
administration and enforcement of, or the preservation of any rights under,
this Agreement or any of without limitation, the reasonable fees and
disbursements of its counsel and agents), and the balance, if any, shall be
applied first to accrued and unpaid interest, charges and fees on, and then to
outstanding principal of, any Obligations of the Tenant (or its affiliates) to
the Secured Party, and then to any other amounts outstanding on any such
Obligations and then as required by law to any other parties having an interest
therein.


Section 9. 
Waivers, Etc.  The Tenant, on
its own behalf and on behalf of its successors and assigns, hereby waives
presentment, demand, notice, protest and, except as is otherwise specifically
provided herein, all other demands and notices in connection with this
Agreement or the enforcement of the rights 



 14
 









of the Secured Party hereunder or in connection with
any Obligations or any Collateral; waives all rights to require a marshaling of
assets by the Secured Party; consents to and waives notice of (i) the
substitution, release or surrender of any Collateral, (ii) the addition or
release of Persons primarily or secondarily liable on any Obligation or on any
Collateral, (iii) the acceptance of partial payments on any Collateral and/or
the settlement or compromise thereof, (iv) any requirement of diligence or
promptness on the part of the Secured Party in the enforcement of any rights in
respect of any Collateral or any other agreement or instrument directly or
indirectly relating thereto, and (v) any enforcement of any present or future
agreement or instrument relating directly or indirectly to the Collateral.  No delay or omission on the part of the
Secured Party or any holder of Obligations in exercising any right hereunder
shall operate as a waiver of such right or of any other right hereunder.  No waiver of any such right on any one
occasion shall be construed as a bar to or waiver of any such right on any
future occasion.  No course of dealing
between the Tenant and the Secured Party or any holder of Obligations, nor any
failure to exercise, nor any delay in exercising, on the part of the Secured
Party or any holder of Obligations, any right, power or privilege hereunder or
under any of the Obligations, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof, or the exercise of
any other right, power or privilege.


The Tenant further waives any right it may have under the constitution
of any state or commonwealth in which any of the Collateral may be located, or
under the Constitution of the United States of America, to notice (except for
notice specifically required hereby) or to a judicial hearing prior to the
exercise of any right or remedy provided by this Agreement to the Secured
Party, and waives its rights, if any, to set aside or invalidate any sale duly
consummated in accordance with the foregoing 
provisions hereof on the grounds (if such be the case) that the sale was
consummated without a prior judicial hearing. 
THE TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED
AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE
RIGHTS.


The Secured Party shall not be required to marshal any present or
future security for (including without limitation this Agreement and the
Collateral pledged hereunder), or guaranties of, the Obligations or any of
them, or to resort to such security or guaranties in any particular order; and
all of 



 15
 









the rights hereunder and in respect of such securities
and guaranties shall be cumulative and in addition to all other rights, however
existing or arising.  To the maximum
extent permitted by applicable law, the Tenant hereby agrees that it will not
invoke any law relating to the marshalling of collateral which, might cause
delay in or impede the enforcement of the Secured Party’s rights under this
Agreement or under any other instrument evidencing any of the Obligations or
under which any of the Obligations is outstanding or by which any of the
Obligations is secured or guaranteed, and, to the maximum extent permitted by
applicable law, the Tenant hereby irrevocably waives the benefits of all such
laws.


Section 10. 
Further Assurances as to Collateral; Attorney-in-Fact. 
From time to time hereafter, the Tenant will execute and deliver, or
will cause to be executed and delivered, such additional instruments,
certificates or documents (including, without limitation, financing statements,
renewal statements, mortgages, collateral assignments and other security
documents), and will take all such actions as the Secured Party may reasonably
request, for the purposes of implementing or effectuating the provisions of
this Agreement or of more fully perfecting or renewing the Secured Party’s
rights with respect to the Collateral (or with respect to any additions thereto
or replacements or proceeds thereof or with respect to any other property or
assets hereafter acquired by the Tenant which may be deemed to be a part of the
Collateral) pursuant hereto and thereto. 
The Secured Party is hereby appointed the attorney-in-fact, with full
power of substitution, of the Tenant for the purpose of carrying out the provisions
of this Agreement and taking any action, including, without limitation,
executing, delivering and filing applications, certificates, instruments and
other documents and papers with governmental authorities, and executing any
instruments, including without limitation financing or continuation statements,
deeds to secure debt, mortgages, assignments, conveyances, assignments and
transfers which are required to be taken or executed by the Tenant under this
Agreement, on its behalf and in its name which appointment is coupled with an
interest, is irrevocable and durable and shall survive the subsequent
dissolution, disability or incapacity of the Tenant.


Section 11. 
Arbitration.  The Secured
Party or the Tenant may elect to submit any dispute hereunder that has an
amount in controversy in excess of $250,000 to arbitration hereunder.  Any such dispute shall be resolved in
accordance with the Commercial Arbitration Rules of the American Association
then pertaining 



 16
 









and the decision of the
arbitrators with respect to such dispute shall be binding, final and conclusive
on the parties.


In the event the Secured Party or the Tenant shall elect to submit any
such dispute to arbitration hereunder, the Secured Party and the Tenant shall
each appoint and pay all fees of a fit and impartial person as arbitrator with
at least ten (10) years’ recent professional experience in the general subject
matter of the dispute.  Notice of such
appointment shall be sent in writing by each party to the other, and the
arbitrators so appointed, in the event of their failure to agree within thirty
(30) days after the appointment of the second arbitrator upon the matter so
submitted, shall appoint a third arbitrator. 
If either the Secured Party or the Tenant shall fail to appoint an arbitrator,
as aforesaid, for a period of twenty (20) days after written notice from the
other party to make such appointment, then the arbitrator appointed by the
party having made such appointment shall appoint a second arbitrator and the
two (2) so appointed shall, in the event of their failure to agree upon any
decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a
third arbitrator within forty five (45) days after the appointment of the
second arbitrator, then such third arbitrator shall be appointed by the
American Arbitration Association from its qualified panel of arbitrators, and
shall be a person having at least ten (10) years’ recent professional
experience as to the subject matter in question.  The fees of the third arbitrator and the
expenses incident to the proceedings shall be borne equally between the Secured
Party and the Tenant, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the
parties, and the fees of expert witnesses and other witnesses called for the
parties, shall be paid by the respective party engaging such counsel or calling
or engaging such witnesses.


The decision of the arbitrators shall be rendered within thirty (30)
days after appointment of the third arbitrator. 
Such decision shall be in writing and in duplicate, one counterpart
thereof to be delivered to the Secured Party and one to the Tenant.  A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance
with the rules and statutes applicable thereto then obtaining.


Section 12.  Miscellaneous.


(a)           The Tenant agrees that its obligations and the rights of
the Secured Party hereunder and in respect of the Obligations may be enforced
by specific performance hereof and thereof and by temporary, preliminary and/or
final injunctive 



 17
 









relief
relating hereto and thereto, without necessity for proof by the Secured Party
or any holder of the Obligations that it would otherwise suffer irreparable harm,
and the Tenant hereby consents to the issuance of such specific and injunctive
relief.


(b)           Any notice or demand upon the Tenant or the Secured Party
shall be deemed to have been sufficiently given when given in accordance with
the provisions of the New Lease.


(c)           None of the terms and conditions of this Agreement may be
changed, waived, modified or varied in any manner whatsoever unless in writing
duly signed by the Tenant and the Secured 
Party.  No notice to or demand on
the Tenant in any case shall entitle the Tenant to any other or further notice
or demand in similar or other circumstances or constitute a waiver of any of
the rights of the Secured Party to any other or further action in any
circumstances without notice or demand.


(d)           The obligations of the Tenant hereunder shall remain in
full force and effect without regard to, and shall not be impaired by, (i) any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of any of the Entities comprising the Tenant; (ii) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement, the New Lease or any document
or agreement executed in connection herewith or therewith, the Obligations or any
security for any of the Obligations; or (iii) any amendment to or modification
of any of the New Lease or any document or agreement executed in connection
herewith or therewith, the Obligations or any security for any of the
Obligations; whether or not the Tenant shall have notice or knowledge of any of
the foregoing.  The rights and remedies
of the Secured Party herein provided for are cumulative and not exclusive of
any rights or remedies which the Secured Party would otherwise have, including,
without limitation, under the New Lease or any document or agreement executed
in connection herewith or therewith. 
This Agreement is intended as a supplement for and is not intended to
supersede in any respect the New Lease or any document or agreement executed in
connection herewith or therewith.  Each
Entity comprising Tenant hereunder shall be jointly and severally liable for
the payment and performance of each and every obligation and liability of the
Tenant hereunder.


(e)           This Agreement shall be binding upon the Tenant and its
successors and assigns and shall inure to the benefit of the Secured Party, and
its respective successors and assigns. 
All agreements, representations and warranties made herein shall survive
the execution and delivery of this Agreement.



 18
 









(f)            The descriptive headings of the several sections of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.


(g)           Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibitions or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


(h)           This Agreement shall be interpreted, construed, applied
and enforced in accordance with the laws of The Commonwealth of Massachusetts
applicable to contracts between residents of Massachusetts which are to be
performed entirely within Massachusetts, regardless of (i) where this Agreement
is executed or delivered; or (ii) where any payment or other performance
required by this Agreement is made or required to be made; or (iii) where any
breach of any provision of this Agreement occurs, or any cause of action
otherwise accrues; or (iv) where any action or other proceeding is instituted
or pending; or (v) the nationality, citizenship, domicile, principle place of business,
or jurisdiction of organization or domestication of any party; or (vi) whether
the laws of the forum jurisdiction otherwise would apply the laws of a
jurisdiction other than the Commonwealth of Massachusetts; or (vii) any
combination of the foregoing. 
Notwithstanding the foregoing, to the extent that matters of title, or
creation, perfection and priority of the security interests created hereby, or
procedural issues of foreclosures are required to be governed by the laws of
the state in which the Collateral, or relevant part thereof, is located, the
laws of such State shall apply.


Section 13. 
Nonliability of Trustees.  THE
DECLARATION OF TRUST ESTABLISHING THE SECURED PARTY, A COPY OF WHICH, TOGETHER
WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS DULY FILED WITH THE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT
THE NAME “HRES1 PROPERTIES TRUST,” REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE,
OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE SECURED PARTY SHALL BE HELD TO
ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM
AGAINST, THE SECURED PARTY.  ALL PERSONS
DEALING WITH THE SECURED PARTY, IN ANY WAY, 



 19
 









SHALL LOOK ONLY TO THE ASSETS OF THE SECURED PARTY FOR
THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


[Remainder of page
intentionally left blank.]



 20
















IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal as of the date first above written.


	
  

  	
  

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS PATRIOT LLC,

  	
   

  
	
   

  	
   

  	
  a Maryland limited liability 

  company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Evrett W. Benton

  	
   

  
	
   

  	
   

  	
  By: Evrett W. Benton

  	
   

  
	
   

  	
   

  	
  Its: President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS COMMONWEALTH LLC,

  	
   

  
	
   

  	
   

  	
  a Maryland limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Evrett W. Benton

  	
   

  
	
   

  	
   

  	
  By: Evrett W.
  Benton

  	
   

  
	
   

  	
   

  	
  Its: President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECURED PARTY:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HRES1 PROPERTIES TRUST

  	
   

  
	
   

  	
   

  	
  a Maryland real estate investment trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J. Hegarty

  	
   

  
	
   

  	
   

  	
  By: David J.
  Hegarty

  	
   

  
	
   

  	
   

  	
  Its: President

  	
   

  
					














 


The
following schedules have been omitted and will be supplementally furnished to
the Securities and Exchange Commission upon request:


Schedule 1


Schedule
2



 2