<PAGE>

                                                                    Exhibit 10.4

                                                       A&O Draft: April 29, 2003
                                                            Counterpart No.

                              AMENDED AND RESTATED
                                 LEASE AGREEMENT

                              DATED MAY ____, 2003

                                     Between


                        FIRST STATES INVESTORS 3500, LLC
                                   as Lessor,


                                       and


                              BANK OF AMERICA, N.A.
                                    as Lessee


                         Office Buildings Located in the
                           Southeastern United States


TO THE EXTENT THAT THIS AMENDED AND RESTATED LEASE AGREEMENT CONSTITUTES CHATTEL
PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN
ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AMENDED AND RESTATED
LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY
COUNTERPART OTHER THAN ORIGINAL COUNTERPART NO. 1 THAT CONTAINS THE RECEIPT
THEREFOR EXECUTED BY WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS
INDENTURE TRUSTEE, ON OR FOLLOWING THE SIGNATURE PAGE THEREOF.


                                 ALLEN & OVERY
                                    New York

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                 Page
<S>                                                                                                     <C>
1.    DEFINITIONS.....................................................................................     1
2.    LEASE OF THE PROPERTIES; RESTATEMENT............................................................     1
      2.1      Ownership and Lease....................................................................     1
      2.2      Demise and Lease.......................................................................     1
      2.3      Restatement............................................................................     2
3.    RENT; FMV LEASE.................................................................................     2
      3.1      Basic Rent; FMV Lease..................................................................     2
      3.2      Supplemental Rent......................................................................     4
      3.3      Method of Payment......................................................................     4
      3.4      Late Payment...........................................................................     5
      3.5      Net Lease; No Setoff; Etc..............................................................     5
      3.6      Limitations on Rent....................................................................     6
4.    RECOMPUTATIONS..................................................................................     6
      4.1      Adjustments............................................................................     6
      4.2      Methodology for Adjustments............................................................     7
      4.3      Supplements............................................................................     7
5.    RENEWAL OPTIONS.................................................................................     7
      5.1      Renewal Options........................................................................     7
      5.2      Lease Provisions Applicable............................................................     8
6.    EARLY TERMINATION;..............................................................................     9
      6.1      Early Termination Options..............................................................     9
      6.2      Obsolescence Termination...............................................................    12
      6.3      Effect of Termination..................................................................    14
      6.4      Adjustment of Termination Percentages..................................................    14
      6.5      Demising Work..........................................................................    15
      6.6      Sublessee Options......................................................................    16
7.    CONDITION AND USE OF PROPERTIES.................................................................    16
      7.1      Waivers................................................................................    16
8.    LIENS; TAXES....................................................................................    17
      8.1      Liens..................................................................................    17
      8.2      Taxes..................................................................................    18
9.    MAINTENANCE AND REPAIR; ALTERATIONS, MODIFICATIONS AND ADDITIONS................................    19
      9.1      Maintenance and Repair.................................................................    19
      9.2      Alterations............................................................................    20
      9.3      Title to Alterations...................................................................    23
      9.4      Permitted Contests.....................................................................    23
      9.5      Environmental Compliance...............................................................    24
10.   USE AND LOCATION................................................................................    24
      10.1     Location...............................................................................    24
      10.2     Use....................................................................................    25
11.   INSURANCE.......................................................................................    25
      11.1     Coverage...............................................................................    25
      11.2     Policy Provisions......................................................................    27
      11.3     Evidence of Insurance..................................................................    28
</TABLE>

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<TABLE>
<S>                                                                                                       <C>
12.   RETURN OF LEASED PROPERTY.......................................................................    28
13.   ASSIGNMENT......................................................................................    29
14.   LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE.......................................................    29
      14.1     Payment of Stipulated Loss Value on an Event of Loss...................................    29
      14.2     Application of Payments When Lease Continues...........................................    31
      14.3     Payment of Stipulated Loss Value on an Event of Taking.................................    32
      14.4     Application of Certain Payments Not Relating to an Event of Taking.....................    33
      14.5     Other Dispositions.....................................................................    33
      14.6     Negotiations...........................................................................    33
      14.7     No Rent Abatement......................................................................    33
      14.8     Investment.............................................................................    33
15.   INTEREST CONVEYED TO LESSEE.....................................................................    34
16.   SUBLEASE........................................................................................    34
      16.1     Sublease Requirements..................................................................    34
      16.2     Assignment of Subleases................................................................    37
      16.3     Sublessor Improvements.................................................................    37
17.   INSPECTION, REPORTS AND NOTICES.................................................................    38
      17.1     Inspection.............................................................................    38
      17.2     Reports................................................................................    38
      17.3     Notices from Governmental Authorities..................................................    38
18.   LEASE EVENTS OF DEFAULT.........................................................................    38
19.   ENFORCEMENT.....................................................................................    40
      19.1     Remedies...............................................................................    40
      19.2     Survival of the Lessee's Obligations...................................................    42
      19.3     Remedies Cumulative; No Waiver; Consents...............................................    43
20.   RIGHT TO PERFORM FOR THE LESSEE.................................................................    43
21.   MISCELLANEOUS...................................................................................    43
      21.1     Binding Effect; Successors and Assigns; Survival.......................................    43
      21.2     Quiet Enjoyment........................................................................    44
      21.3     Notices................................................................................    44
      21.4     Severability...........................................................................    44
      21.5     Amendment; Complete Agreements.........................................................    44
      21.6     Headings...............................................................................    44
      21.7     Counterparts...........................................................................    45
      21.8     Governing Law..........................................................................    45
      21.9     Apportionments.........................................................................    45
      21.10    Discharge of the Lessee's Obligations by its Sublessees................................    45
      21.11    Nature of Lessor's Obligations.........................................................    45
      21.12    Estoppel Certificates..................................................................    45
      21.13    Granting of Easements..................................................................    46
      21.14    No Joint Venture.......................................................................    47
      21.15    No Accord and Satisfaction.............................................................    47
      21.16    No Merger..............................................................................    47
      21.17    Investment of Funds....................................................................    47
      21.18    True Lease.............................................................................    47
</TABLE>

<PAGE>

Appendix A     Definitions

Exhibit A      Form of FMV Lease
Exhibit B      Form of Sublease
Exhibit C      Form of Bank Branch Lease
Exhibit D      Form of Subordination, Non-Disturbance And Attornment Agreement
Exhibit E      Form of AFR Sublease
Exhibit F      Form of Partial Occupancy Lease
Schedule 1     Stipulated Loss Value
Schedule 2     Section 9.2(d) Dates
Schedule 3     Land and Improvement Description and Lessor's Cost
Schedule 4     Basic Rent

<PAGE>

AMENDED AND RESTATED LEASE AGREEMENT (this Lease) dated as of May ____, 2003

BETWEEN:

(1)    FIRST STATES INVESTORS 3500, LLC (the Lessor); and

(2)    BANK OF AMERICA, N.A., a national banking association, as the lessee (the
       Lessee).

WHEREAS

(A)    the Lessee (as successor to Nationsbank, N.A.) was a party to each of (i)
       that certain Lease Agreement (1997-C) dated as of June 4, 1997 (Lease C)
       with State Street Bank and Trust Company of Connecticut, National
       Association, as owner trustee, and Traci Hopkins, as co-trustee (together
       the C Lessor) and (ii) that certain Lease Agreement (1997-D) dated as of
       June 4, 1997 (Lease D) with State Street Bank and Trust Company of
       Connecticut, National Association, as owner trustee, and Traci Hopkins,
       as co-trustee, (together, the D Lessor);

(B)    the Lessor has acquired (i) all interest of the C Lessor in the
       Properties and in Lease C, (ii) all interest of the D Lessor in the
       Properties and in Lease D, and (iii) all interest of each of REMAN
       1997-C, Inc. and REMAN 1997-D, Inc. in the Properties; and

(C)    the Lessor and the Lessee wish to amend and restate both of Lease C and
       Lease D in this Lease.

In consideration of the mutual agreements herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:

1.     DEFINITIONS

       The capitalized terms used herein and not otherwise defined shall have
       the meanings assigned thereto in Appendix A hereto for all purposes
       hereof.

2.     LEASE OF THE PROPERTIES; RESTATEMENT

2.1    Ownership and Lease

       The parties acknowledge that this Lease constitutes a lease of, and
       creates in the Lessee as described in Section 2.2 a leasehold estate in
       and to the Properties.

2.2    Demise and Lease

       Since the Original Closing Date the Lessor's predecessors in interest
       have demised and leased, and on the Closing Date, the Lessor shall
       continue to demise and lease, all of its right, title and interest in and
       to the Properties listed in Schedule 3 hereto to the Lessee, and since
       the Original Closing Date the Lessee has rented and leased, and on the
       Closing Date the Lessee shall continue to rent and lease, the respective
       Properties from the Lessor, for the Basic Term and, subject to the
       exercise by the Lessee of its renewal options as provided in and in
       accordance with Article 5 hereof, for the Renewal Terms, unless earlier
       terminated in accordance with the provisions of this Lease. The Lessee
       may from time to time own or hold under lease from Persons other than the

                                       1

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       Lessor, furniture, trade fixtures, equipment and other personalty located
       on or about the Properties that are not subject to this Lease. The Lessor
       shall from time to time, upon the reasonable request of the Lessee, at
       the Lessee's expense, promptly acknowledge in writing to the Lessee or
       other Persons that the Lessor does not own or have any other right or
       interest in or to such furniture, trade fixtures, personalty and
       equipment. The demise and lease of the Properties pursuant to this
       Article 2 shall include any additional right, title or interest in the
       Properties which may at any time be acquired by the Lessor.

2.3    Restatement

       The Original Leases are hereby amended and restated by this Lease without
       any interruption and with all rights and obligations accruing prior to
       the date hereof continuing after the date hereof under this Lease.

3.     RENT; FMV LEASE

3.1    Basic Rent; FMV Lease

(a)    Lessee shall pay to Lessor Basic Rent for the Properties subject to this
       Lease equal to the sum of the Scheduled Basic Rent and the Additional
       Basic Rent. Scheduled Basic Rent shall equal on each Rent Payment Date
       during the Basic Term the amounts for the periods shown in Schedule 4
       hereto (which amounts shall be subject to adjustment pursuant to Article
       4 hereof). If for any reason a Property is terminated from this Lease
       pursuant to a Terminating Event, Scheduled Basic Rent on and after the
       date of such termination shall be (x) the Scheduled Basic Rent as in
       effect just prior to such termination less an amount calculated by
       multiplying (y) such Scheduled Basic Rent by a fraction (z) the numerator
       of which is the Lessor's Cost of such Property and the denominator of
       which is Assumed Lessor's Cost.

(b)    The Scheduled Basic Rent amounts set forth on Schedule 4 hereto have been
       computed based on the assumption, inter alia, that the Lessee will elect
       to terminate this Lease (or exercise its option to sublease pursuant to
       Section 6.1(f)) with respect to certain Properties at the earliest dates
       and in the highest percentages permitted in accordance with Section
       6.1(a) hereof. Should the Lessee not so elect, or elect to terminate this
       Lease (or exercise its option to sublease pursuant to Section 6.1(f))
       with respect to some Properties but less than the maximum percentages set
       forth in such Section 6.1(a) on an Anniversary, then Basic Rent payable
       on each Rent Payment Date (which for this purpose means every date shown
       on Schedule 4 hereto after such Anniversary and for such period of time
       as there remain more Properties subject to this Lease (and not subject to
       a sublease pursuant to Section 6.1(f)) than the Lessee is permitted to
       terminate pursuant to Section 6.1(a)), including the Basic Rent due on
       the Rent Payment Date on which such Property is terminated, shall be
       increased by one twelfth of the Average Annual Rent Factor multiplied by
       the cumulative amount of Lessor's Cost of the Properties (or portion
       thereof) permitted by Section 6.1(a) of this Lease to be terminated (or
       so subleased) under this Lease as of such Rent Payment Date, but not then
       so terminated (or so subleased) (such increase being referred to as
       Additional Basic Rent).

(c)    In the event Lessee is permitted under Section 6.1(a) of this Lease to
       terminate this Lease as to one or more Properties, but Lessee has not
       elected to do so, Lessee may, subject to the terms of Section 3.1(d), by
       notice to Lessor at least 180 days prior to any Anniversary, terminate
       such Property or Properties from this Lease (any Properties so
       terminated, the FMV Properties), in which event, effective as of such
       Anniversary, (i) the FMV Properties will be terminated from this Lease,
       (ii) a Termination Transferee, and Lessee shall enter into a FMV Lease
       with respect to

                                       2

<PAGE>

       such FMV Properties or, subject to Section 3.1(f), portions thereof, and
       (iii) the Basic Rent for each such FMV Property (or portion thereof)
       shall (from and after such Anniversary during the remainder of the Basic
       Term and any Renewal Term under the applicable FMV Lease) be equal to the
       Fair Market Rental Value of such FMV Property (or portion thereof). Such
       notice may be revoked by the Lessee for any reason up to 60 days prior to
       such Anniversary. Each FMV Lease shall be for a term selected by the
       Lessee which is not less than five, nor more than ten years, and at the
       end of such term may be terminated or renewed with rent calculations as
       described above in this paragraph. FMV Properties shall be considered to
       have been terminated from this Lease for purposes of determining whether
       or not the Total Joint Maximum Cumulative Percentages set forth in
       Section 6.1(a) have been exceeded and for purposes of Section 3.1(a) and
       (b), it being understood that Properties with respect to which a
       termination notice has been so revoked shall not be considered to have
       been so terminated from this Lease for such purposes. For the avoidance
       of doubt, the Basic Rent amounts payable on any Rent Payment Date shall
       not be reduced in connection with or as a result of any termination of
       one or more FMV Properties from this Lease. At any time between 360 days
       and 180 days before an Anniversary the Lessee may initiate the Appraisal
       Procedure to determine the Fair Market Rental Value for one or more
       Properties (or any portion thereof) to assist the Lessee in determining
       whether to enter into a FMV Lease with respect thereto and the Lessor
       shall cooperate with such request.

(d)    If this Lease is terminated as to a Property pursuant to Section 3.1(c)
       at a time when the Security Documents are in effect and at a time when
       such Property shall be released from the Lien of the Security Documents
       in accordance with Section 11.01 of the Indenture or with the written
       consent of the Indenture Trustee, upon such termination, such Property
       shall be transferred by the Lessor to a Termination Transferee, in all
       cases at the cost and expense of the Lessor (but with Transfer and
       similar taxes being apportioned between Lessor and Lessee if the transfer
       is to the Recourse Guarantor or an Affiliate of the Recourse Guarantor
       with Lessee paying such portion of the Transfer and similar taxes as are
       determined by multiplying such taxes by a fraction, the numberator of
       which is the Lessor's Cost of the portion of the FMV Property subject to
       the FMV Lease and the denominator of which is the total Lessor's Cost of
       the FMV Property). When an FMV Property is terminated from this Lease, so
       long as no Special Default or Lease Event of Default is continuing at the
       time of such termination, it shall become subject to a FMV Lease between
       a Termination Transferee and the Lessee. The Lessee and, as a condition
       to such transfer, such Termination Transferee shall execute and deliver,
       subject to satisfaction of the conditions set forth in paragraph (e)
       below, an FMV Lease for each such FMV Property (or, subject to Section
       3.1(f), a portion thereof selected by the Lessee) prior to the
       commencement of the FMV Lease Term.

(e)    As a condition to a Termination Transferee entering into an FMV Lease,
       the Lessee shall deliver to such Termination Transferee (i) an opinion of
       an in-house counsel to Lessee regarding such FMV Lease of the same scope
       as that delivered on the Original Closing Date and (ii) an Officer's
       Certificate that no Lease Event of Default or Special Default is
       continuing.

(f)    A portion of any Property (as opposed to such Property in its entirety)
       can only be included as a FMV Property if (i) such portion consists of
       one or more entire floors of the relevant Property and does not include
       any partial floors and (ii) the Security Documents are no longer in
       effect or the relevant Property shall from and after the date of the
       proposed FMV Lease be released from the Lien of the Security Documents in
       accordance with Section 11.01 of the Indenture or with the written
       consent of the Indenture Trustee.

                                       3

<PAGE>

(g)    In the event that a FMV Lease with respect to a portion of a Property can
       not be entered into as a result of the failure of the conditions set
       forth in Section 3.1(f)(ii) to be satisfied, this Lease will not be
       terminated with respect to such Property pursuant to Section 3.1(c) and
       the Lessee shall have the option to sublease the portion of such Property
       which the Lessee did not wish to lease pursuant to the proposed FMV
       Lease, to a Termination Transferee selected by the Lessor (which must
       either be the Recourse Guarantor or an Affiliate of the Recourse
       Guarantor) and the Lessor shall permit such sublease pursuant to an AFR
       Sublease. Any portion of a Property subleased to a Termination Transferee
       pursuant to an AFR Sublease shall be considered to have been terminated
       from this Lease for purposes of determining whether or not the Total
       Joint Maximum Cumulative Percentages in Section 6.1(a) have been exceeded
       and for purposes of Section 3.1(a) and (b).

3.2    Supplemental Rent

       The Lessee shall pay to the Lessor, or to whomever shall be entitled
       thereto as expressly provided herein or in any other Operative Document
       to which the Lessee is a party, any and all Supplemental Rent promptly as
       the same shall become due and payable and in the event of any failure on
       the part of the Lessee timely to pay any Supplemental Rent (taking into
       account any applicable notice and cure period requirements), the Lessor
       shall have all of the same rights, powers and remedies as are provided
       for herein or by law or in equity or otherwise in the case of nonpayment
       of Basic Rent. All Supplemental Rent to be paid pursuant to this Section
       3.2 shall be payable in the type of funds and in the manner set forth in
       Section 3.3. As further Supplemental Rent, Lessee shall pay the
       Redemption Premium arising as the result of the prepayment of any Secured
       Note pursuant to clauses (b), (c), (d) or (f) of Section 2.04 of the
       Indenture, if any, when due and payable under the Security Documents.

3.3    Method of Payment

       Basic Rent and Supplemental Rent (to the extent payable to the Lessor)
       shall be paid to the Lessor at the place in the United States specified
       by the Lessor. Payments to the Lessor shall be made to Lessor's Account
       No. _______________ at ______________________________, ABA#
       _______________, DDA# _______________, Attn: _______________, FBO:
       _______________, which location may be changed from time to time by at
       least ten (10) Business Days' prior written notice from the Lessor;
       provided, that (x) until the Lien of the Security Documents has been
       discharged in accordance with Section 11.01 of the Indenture or the terms
       of the Maryland Security Documents, as applicable, except as provided in
       the following clause (y), all Rent shall be payable directly to the
       Indenture Trustee at such account in the United States as specified in
       writing by the Indenture Trustee pursuant to the terms of the Indenture
       and (y) Excepted Payments shall be payable directly to the Person
       entitled thereto. Each payment of Rent shall be made by the Lessee in
       funds consisting of lawful currency of the United States of America which
       shall be immediately available prior to 11:00 a.m. New York City time on
       the scheduled date when such payment shall be due, unless such scheduled
       date shall not be a Business Day, in which case such payment shall be
       made on the next succeeding Business Day, with the same force and effect
       as though made on such scheduled date and (provided such payment is made
       on such next succeeding Business Day) no interest shall accrue on the
       amount of such payment from and after such scheduled date to the time of
       such payment on such next succeeding Business Day.

                                       4

<PAGE>

3.4    Late Payment

       If any Rent shall not be paid when due, the Lessee shall pay to the
       Lessor (or, in the case of Supplemental Rent, to whomever shall be
       entitled thereto) as Supplemental Rent, interest (to the maximum extent
       permitted by law) on such overdue amount from and including the due date
       thereof to but excluding the Business Day of payment thereof (unless such
       payment shall be made after 11:00 a.m. New York City time, on such date
       of payment, in which case such date of payment shall be included) at the
       Overdue Rate. If any Rent shall be paid on the date when due, but after
       11:00 a.m. New York City time, interest shall be payable as aforesaid for
       one day.

3.5    Net Lease; No Setoff; Etc.

       This Lease is a net lease and, notwithstanding any other provision of
       this Lease or any other Operative Document, it is intended that Basic
       Rent and Supplemental Rent and any other amounts payable hereunder shall
       be paid without, and the rights of the Lessor in and to all such amounts
       shall not be subject to, counterclaim, setoff, deduction or defense and
       without abatement, suspension, deferment, diminution or reduction, and
       the Lessee's obligation to pay all such amounts, throughout the Basic
       Term and all applicable Renewal Terms, is absolute and unconditional.
       Except to the extent otherwise expressly specified in Article IX of the
       Participation Agreement or in Sections 4.1, 19.1(c), 19.1(d), 19.1(e) or
       19.1(f) or Article 6 or 14 of this Lease, the obligations and liabilities
       of the Lessee hereunder shall in no way be released, discharged or
       otherwise affected for any reason, including without limitation: (a) any
       defect in the condition, merchantability, design, quality or fitness for
       use of the Properties or any part thereof or any failure of the
       Properties to comply with plans and specifications, or the failure of the
       Properties or any part thereof or the plans and specifications to comply
       with all Applicable Laws and Regulations, including any inability to
       occupy or use the Properties or any part thereof by reason of such
       noncompliance; (b) any damage to, removal, abandonment, salvage, loss,
       scrapping or destruction of or any requisition or taking of the
       Properties or any part thereof or any environmental conditions on the
       Properties including the presence of Hazardous Materials at, on or under
       the Properties or any part thereof or any property in the vicinity of the
       Properties; (c) any restriction, prevention or curtailment of or
       interference with any use of the Properties or any part thereof including
       eviction; (d) any defect in title to or rights to the Properties or any
       part thereof or any Lien on such title or rights or on the Properties or
       any part thereof; (e) any change, waiver, extension, indulgence or other
       action or omission or breach in respect of any obligation or liability of
       or by the Lessor, the Indenture Trustee or any other Person; (f) any
       bankruptcy, insolvency, reorganization, composition, adjustment,
       dissolution, liquidation or other like proceedings relating to the
       Lessee, the Lessor, the Indenture Trustee or any other Person, or any
       action taken with respect to this Lease by any trustee or receiver of the
       Lessee, the Lessor, the Indenture Trustee or any other Person, or by any
       court, in any such proceeding; (g) any claim that the Lessee has or might
       have against any Person, including without limitation the Lessor, any
       vendor, manufacturer, contractor of or for any Improvement or the
       Indenture Trustee; (h) any failure on the part of the Lessor to perform
       or comply with any of the terms of this Lease, any other Operative
       Document or of any other agreement whether or not related to the Overall
       Transaction; (i) any invalidity or unenforceability or disaffirmance of
       this Lease against or by the Lessee or any provision hereof or any of the
       other Operative Documents or any provision of any thereof; (j) the
       impossibility of performance by any one or more of the Lessee, the
       Lessor, or any other Person; (k) any action by any court, administrative
       agency or other Governmental Authority; (l) any claim by any Person based
       upon a failure to record this Lease (or any memorandum or short form
       agreement with respect to this Lease) or the Indenture or to file

                                       5

<PAGE>

       precautionary financing statements with respect to the Lease in the State
       of Maryland, including any termination or attempted termination of the
       Lessee's rights to possession of any or all of the Properties located in
       such state in connection with the assertion of such claim; or (m) any
       other occurrence whatsoever, whether similar or dissimilar to the
       foregoing, whether or not the Lessee shall have notice or knowledge of
       any of the foregoing. Except as specifically set forth in Article 6 or 14
       of this Lease or Article IX of the Participation Agreement, this Lease
       shall be noncancelable by the Lessee for any reason whatsoever and,
       except as expressly provided in Section 4.1 or Article 6 or 14 of this
       Lease or Article IX of the Participation Agreement, the Lessee, to the
       extent permitted by Applicable Laws and Regulations, waives all rights
       now or hereinafter conferred by Applicable Laws and Regulations or
       otherwise to quit, terminate or surrender this Lease, or to any
       diminution, abatement or reduction of Rent payable by the Lessee
       hereunder. If for any reason whatsoever this Lease shall be terminated in
       whole or in part by operation of law or otherwise except as expressly
       provided in Section 19.1(a), 19.1(c), 19.1(d), 19.1(e), 19.1(f) or
       Article 6 or 14 of this Lease or Article IX of the Participation
       Agreement, the Lessee shall, unless prohibited by Applicable Laws and
       Regulations, nonetheless pay to the Indenture Trustee (if the Security
       Documents are still in effect or, if not, to the Lessor) (or, in the case
       of Supplemental Rent, to whomever shall be entitled thereto) an amount
       equal to each Rent payment at the time and in the manner that such
       payment would have become due and payable under the terms of this Lease
       if it had not been terminated in whole or in part, and in such case, so
       long as such payments are made and no Lease Event of Default shall have
       occurred and be continuing, the Lessor will deem this Lease to have
       remained in effect.

3.6    Limitations on Rent

       Notwithstanding anything in this Lease to the contrary, (a) at each time
       when Stipulated Loss Value is payable by the Lessee pursuant to this
       Lease, the sum of the following amounts shall be at least sufficient to
       pay in full the aggregate unpaid principal amount then due on the
       Outstanding Notes plus accrued interest and Redemption Premium (arising
       as the result of the prepayment of any Secured Note pursuant to clauses
       (b), (c), (d) or (f) of Section 2.04 of the Indenture), if any, due
       thereon at such time: (i) Stipulated Loss Value payable under this Lease
       at such time, (ii) all Basic Rent accrued and payable under this Lease at
       such time, and (iii) all other amounts unconditionally payable by the
       Lessee under this Lease in connection with such payment of Stipulated
       Loss Value on or prior to the date for payment thereof; and (b) at each
       time when Basic Rent shall be payable by the Lessee pursuant to this
       Lease, the amount of Basic Rent payable on each Rent Payment Date shall
       be equal to or greater than the aggregate amount of principal and accrued
       interest which becomes due and payable on the Notes on such Rent Payment
       Date; provided that payments due from the Lessee shall not be increased
       by reason of this Section 3.6 as a result of a Lessor Lien, or as a
       result of any amendment or supplement to the Operative Documents to which
       the Lessee did not consent.

4.     RECOMPUTATIONS

4.1    Adjustments

       The Basic Rent amounts and Stipulated Loss Values are subject to
       adjustment in accordance with Section 4.2 in the event of any issuance of
       Additional Notes pursuant to Section 11.1(b) of the Participation
       Agreement.

                                       6

<PAGE>

4.2    Methodology for Adjustments

       In the event Additional Notes are issued pursuant to Section 11.1 of the
       Participation Agreement, (a) the Basic Rent scheduled to be due after
       such issuance shall increase by the amount of the scheduled debt service
       due under such Additional Notes and (b) Stipulated Loss Values shall
       increase on each Stipulated Loss Value Date after such issuance by the
       amount of principal scheduled to be outstanding and the amount of
       interest scheduled to be accrued on such Additional Notes on such
       Stipulated Loss Value Date after taking into account any Basic Rent due
       on such Stipulated Loss Value Date.

4.3    Supplements

       The Lessor and the Lessee shall execute and deliver a supplement to this
       Lease and, if necessary, the Lessor shall execute and deliver a
       supplement to the Indenture and the Maryland Security Documents, if
       applicable, to reflect each such adjustment, provided that each such
       adjustment shall be effective for all purposes of this Lease regardless
       of whether either such supplement is actually executed and delivered.

5.     RENEWAL OPTIONS

5.1    Renewal Options

       So long as no Special Default or Lease Event of Default shall have
       occurred and be continuing at the time(s) the Lessee elects in writing to
       exercise its renewal option(s) hereunder and at the commencement of the
       applicable Renewal Term, the Lessor hereby grants to the Lessee an option
       to renew this Lease for one or more Properties which remain subject to
       this Lease at the time of notice and at the time of renewal (a) subject
       to the succeeding paragraph of this Section 5.1, for up to three
       successive terms of five years each during which Basic Rent shall be
       equal to the Fixed Rate Renewal Rent (each such renewal term being
       referred to hereinafter as a Fixed Rate Renewal Term) or (b) at the
       expiration of the Fixed Rate Renewal Terms and any Fair Market Value
       Renewal Term for a term selected by the Lessee during which Basic Rent
       shall be equal to the Fair Market Rental Value of the Property or
       Properties which the Lessee elects to be renewed (each such renewal term
       being referred to hereinafter as a Fair Market Value Renewal Term; each
       of the Fixed Rate Renewal Terms and each of the Fair Market Value Renewal
       Terms are referred to hereinafter as Renewal Terms); provided that the
       Fair Market Value Renewal Terms shall be not less than five, nor more
       than ten years and shall not exceed the useful life of the Improvements
       constituting part of the Properties being renewed as determined by the
       Appraisal Procedure at the time of the renewal.

       Notwithstanding the foregoing, Lessee may renew the Properties located at
       (i) 225 North Calvert Street, Baltimore, (ii) 340 Columbia Pike,
       Arlington, (iii) 1111 East Main Street, Richmond, (iv) 830 Central
       Avenue, St. Petersburg, (v) 12125 Viers Mill Road, Silver Springs, (vi)
       2059 Northlake Parkway, Tucker, (vii) One Commercial Place, Norfolk and
       (viii) Two Commercial Place, Norfolk (Properties described in clauses
       (i)-(iv), the One Year Properties; Properties described in clause (v) the
       Four Year Properties; and all such Properties, the Wintergreen
       Properties) for only two Fixed Rate Renewal Terms of five years each. If
       the Lessee desires to renew any One Year Property or any Wintergreen
       Property described in clauses (vi)-(viii) at the end of the second Fixed
       Rate Renewal Term, it may either (a) exercise its renewal option (as
       described in the prior paragraph) for a Fair Market Renewal Term (except
       that, in the case of a One Year Property, the Basic Rent during the first
       year of such Renewal Term shall be the Fixed

                                       7

<PAGE>

       Rate Renewal Rent with respect to such Property and during the remaining
       years of such Renewal Term shall be the Fair Market Rental Value as
       determined prior to the commencement of such Renewal Term) or (b) elect
       (in its renewal notice) to have such One Year Property or such
       Wintergreen Property, as applicable, appraised by an Appraiser to make
       the determinations referred to below as to its then expected remaining
       useful life and expected residual value. Following such appraisal the
       Lessee may renew this Lease for a five year Renewal Term for such One
       Year Property or such Wintergreen Property, as applicable. The Basic Rent
       during such Renewal Term shall be the Fixed Rate Renewal Rent for the
       Maximum Term, and for the balance of such Renewal Term shall be the Fair
       Market Rental Value of such One Year Property or such Wintergreen
       Property, as applicable, as determined prior to the commencement of such
       Renewal Term. Maximum Term for each of the One Year Properties and for
       each of the Wintergreen Properties described in clauses (vi)-(viii) means
       the lesser of five years and the period ending on the date as of which
       such Appraiser determines that (A) the sum of the Basic Term, the Fixed
       Rate Renewal Terms and such Maximum Term does not exceed eighty percent
       of such Property's remaining economic useful life as of the Original
       Closing Date, and (B) the expected residual value of such One Year
       Property or such Wintergreen Property at the end of the Maximum Term is
       not less than 20 percent of the Lessor's Cost for such One Year Property
       or such Wintergreen Property, determined without regard to the effects of
       inflation or deflation from the Original Closing Date. If the Lessee
       desires to renew any Four Year Property at the end of the second Fixed
       Rate Renewal Term, it may exercise its renewal option (as described in
       the prior paragraph) for a Renewal Term of five years during which the
       Basic Rent for the first four years of the Renewal Term shall be the
       Fixed Rate Renewal Rent and for the last year of the Renewal Term shall
       be the Fair Market Rental Value for such period, determined at the time
       of the renewal. At the end of any such third Renewal Term with respect to
       any Wintergreen Property the Lessee may exercise Fair Market Renewal
       Terms as described in the prior paragraph.

       If the Lessor and the Lessee cannot agree on the amount of the Fair
       Market Rental Value, such Fair Market Rental Value shall be determined by
       the Appraisal Procedure. The first Renewal Term for a Property shall
       commence at the expiration of the Basic Term and each other Renewal Term
       for such Property to commence at the expiration of the preceding Renewal
       Term; provided, however, that in order to exercise such option to renew
       this Lease for any Renewal Term, the Lessee shall give the Lessor written
       notice of its election to renew at least 360 days prior to the expiration
       of the Basic Term or the Renewal Term then in effect, as the case may be,
       provided that such notice may be revoked by the Lessee for any reason so
       long as the Lessor has no less than 270 days' irrevocable notice of such
       revocation prior to the commencement of the new Renewal Term. The Lessee
       shall have no right to extend the Lease Term except as provided in this
       Article 5. During the Renewal Terms, Basic Rent for the Properties shall
       be payable to the Lessor by the Lessee semiannually, in advance, on the
       Rent Payment Dates.

5.2    Lease Provisions Applicable

       All the provisions of this Lease shall be applicable during each Renewal
       Term, except (a) the amount of each installment of Basic Rent which shall
       be determined as provided in Section 5.1 hereof and (b) the Stipulated
       Loss Values for the Properties shall for all Renewal Terms be equal to
       the Stipulated Loss Value for such Properties on the last day of the
       Basic Term.

                                       8

<PAGE>

6.     EARLY TERMINATION;

6.1    Early Termination Options

(a)    The Lessee, for any reason, in its sole discretion, on an Anniversary, or
       annually thereafter on any anniversary of an Anniversary, provided that
       at least 360 days' prior written notice is provided to the Lessor
       (provided that such notice may be revoked by the Lessee for any reason
       prior to the date which is 270 days before the relevant Anniversary or
       anniversary or as permitted pursuant to Section 6.1(d)) may terminate
       this Lease in accordance with this Section 6.1 as to any entire Property
       or Properties, in each case, only if such Property or Properties are not
       subject to an Event of Loss or Event of Taking or any event which with
       the giving of notice or the lapse of time or both would constitute an
       Event of Loss or Event of Taking. Except as otherwise provided herein, if
       the Lessee so elects to terminate this Lease, the Lessee shall vacate
       such Property (unless it becomes subject to a Partial Occupancy Lease or
       a FMV Lease) on or before the Anniversary or anniversary on which this
       Lease shall terminate with respect thereto and return such Property to
       Lessor in accordance with Article 12 of this Lease. In the case of a
       termination relating to one or more of the Bank Branch Properties, if the
       Lessee so elects in the termination notice, the bank lobby space located
       in some or all of the Bank Branch Property or Bank Branch Properties to
       be terminated will then become subject to a Bank Branch Lease. The sum of
       (i) the Lessor's Cost for such Property or Properties to be terminated
       pursuant to this Section 6.1(a) (and for the portion of any Property or
       Properties to be subleased pursuant to an AFR Sublease), plus (ii) the
       ---- Lessor's Cost for any other Property or Properties previously so
       terminated pursuant to this Section 6.1(a) (and any portion of any
       Property or Properties previously subleased pursuant to an AFR Sublease
       and for any FMV Property or FMV Properties terminated pursuant to Section
       3.1(c)), plus ---- (iii) $12,996,720 (which amount represents four
       percent (4%) of Total Original Lessor's Cost which will not be terminated
       pursuant to this Section 6.1(a) but was terminated pursuant to the
       Original Leases prior to the date hereof, less (iv) the Lessor's Cost for
       any portion of any Property or Properties ---- leased to the Lessee
       pursuant to a Partial Occupancy Lease (but only for so long as such
       portion remains subject to a Partial Occupancy Lease), expressed as a
       percentage of Total Original Lessor's Cost, may not exceed the
       percentages of Total Original Lessor's Cost set forth in the table below,
       except as set forth in the next paragraph and except to the extent
       attributable to less than a single floor of a Property which is to be
       leased pursuant to a Partial Occupancy Lease or subleased pursuant to an
       AFR Sublease. Consequently, and in all events (except to the extent
       attributable to less than a single floor of a Property), Properties
       representing a combined 46% of Total Original Lessor's Cost may not be
       terminated pursuant to the Original Leases or pursuant to this Section
       6.1(a) (excluding any portion of any Property leased to the Lessee
       pursuant to a Partial Occupancy Lease, so long as such portion remains
       subject to a Partial Occupancy Lease). Any termination of Properties
       pursuant to this Section 6.1(a) shall not result in a reduction of Basic
       Rent. The percentages referenced above are as follows:

                                                Total Joint
                                             Maximum Cumulative
                  Anniversary                   Percentages
                  -----------                   -----------
                June 10, 2004                       21%
                June 10, 2009                       38%
                June 10, 2015                       54%

                                       9

<PAGE>

(b)    In addition to the termination option in paragraph (a) above (and subject
       to the terms thereof with respect to notice and that no Event of Loss or
       Event of Taking or event which with the passage of time or giving of
       notice would constitute an Event of Loss or Event of Taking, is then
       continuing), the Lessee (if the Lessee has not terminated the maximum
       Lessor's Cost pursuant to Section 6.1(a)) may, for any reason, in its
       sole discretion, in the same notice as referenced in Section 6.1(a), on
       each Anniversary, or annually thereafter on any anniversary of an
       Anniversary, terminate one entire Property (the Carryover Property) from
       this Lease if the sum of the Lessor's Cost of the Carryover Property plus
       the Lessor's Cost of Properties (excluding any portion of a Property
       leased to Lessee pursuant to a Partial Occupancy Lease, so long as such
       portion remains subject to a Partial Occupancy Lease) previously
       terminated pursuant to Section 6.1(a), plus the Lessor's Cost of any
       portion of a Property subleased pursuant to an AFR Sublease, plus the
       Lessor's Cost of any FMV Properties previously terminated pursuant to
       Section 3.1(c), exceeds (such excess being referred to as the Cost
       Excess) the Total Joint Maximum Cumulative Percentage of Lessor's Cost
       which can otherwise be terminated pursuant to Section 6.1(a), but will
       not exceed such Total Joint Maximum Cumulative Percentage on the next
       Anniversary (it being agreed that the maximum terminations pursuant to
       Sections 6.1(a) and (b) hereof is 54% of Total Original Lessor's Cost).
       No termination of Properties pursuant to this Section 6.1(b) shall result
       in a reduction of Basic Rent. No more than one Carryover Property may be
       terminated pursuant to this paragraph (b) on an Anniversary or during the
       period until the next Anniversary. In the termination notice the Lessee
       may elect to enter into a Bank Branch Lease in the Carryover Property if
       it is also a Bank Branch Property.

       On the date a Carryover Property is terminated from this Lease, Lessee
       shall vacate such Property on or before such date and the related
       Property shall be returned to the Lessor pursuant to Article 12 of this
       Lease. There shall be no reduction in Basic Rent as a result of such
       termination and the Lessee shall continue to pay Basic Rent to the Lessor
       until the next Anniversary as if the maximum (but no more than the
       maximum) terminations had occurred pursuant to Section 6.1(a); provided
       that if such Carryover Property will be subject to a Bank Branch Lease
       during such period, the rent which would otherwise be due under such Bank
       Branch Lease during such period will be reduced by an amount equal to the
       Bank Branch Lease rent multiplied by a fraction, the numerator of which
       is the Cost Excess and the denominator of which is the Lessor's Cost of
       such Carryover Property. The Lessor's Cost of a Carryover Property so
       terminated shall reduce the percentage of Lessor's Cost of Properties
       which the Lessee can terminate pursuant to Section 6.1(a) on or after the
       next Anniversary to the extent of the Cost Excess. After a Carryover
       Property is so terminated, the Lessee shall continue to pay Basic Rent
       (as provided in the second sentence of this paragraph) but otherwise have
       no other obligations under this Lease (except for accrued obligations),
       any indemnities (except to the extent indemnities would otherwise survive
       a Lease termination) or otherwise with respect to the Carryover Property.

(c)    Upon a Bank Branch Property being terminated from this Lease pursuant to
       Section 6.1(a) or (b) and the Lessee having elected to enter into a Bank
       Branch Lease for the first floor space within such Bank Branch Property
       then being used by the Lessee as a retail bank, the Lessee and the
       Termination Transferee (if any) shall, so long as no Special Default or
       Lease Event of Default has occurred and is continuing, enter into a Bank
       Branch Lease prior to such termination. Notwithstanding the foregoing, in
       the case of a termination of a Bank Branch Property pursuant to Section
       6.2 where the Lessor does not retain such Bank Branch Property, Lessor
       shall execute the Bank Branch Lease prior to such termination and assign
       to the purchaser under Section 6.2 the Lessor's rights and obligations
       under such Bank Branch Lease, which Bank Branch Lease shall specify (i)
       that after such assignment Lessor shall have no liability or obligations
       as a result

                                       10

<PAGE>

       of such Bank Branch Lease and (ii) that if such purchaser does not
       purchase as contemplated by Section 6.2, such Bank Branch Lease shall be
       deemed terminated in all respects. The rent under each Bank Branch Lease
       shall be the lower of (x) the Average Annual Rent Factor multiplied by
       the Lessor's Cost of such bank space (which Lessor's Cost of such bank
       space shall be determined by allocating the Lessor's Cost of the related
       Property pro rata based on Square Feet) and (y) the Fair Market Value
       Rent (taking into account the other terms of the Bank Branch Lease) of
       such bank space. The initial term of each Bank Branch Lease shall be as
       selected by the Lessee, but shall not be less than three or more than ten
       years.

(d)    The Lessee shall have the right, subject to Section 6.1(e), to make the
       termination of any Property pursuant to Section 6.1(a) subject to the
       condition that the following events must occur prior to or simultaneously
       with such termination: (i) the Security Documents shall cease to be in
       effect or the relevant Property shall from and after the next Anniversary
       be released from the Lien of the Security Documents and (ii) a
       Termination Transferee shall have entered into a Partial Occupancy Lease
       with the Lessee with respect to any portion of such Property identified
       by the Lessee in the notice referred to in Section 6.1(e)(i) as being
       subject to the proposed Partial Occupancy Lease.

(e)    The Lessee shall only be entitled to exercise its right to make its
       termination option with respect to any Property under Section 6.1(a)
       conditional pursuant to Section 6.1(d) if: (i) the Lessee shall notify
       the Lessor in writing between 540 and 270 days prior to an Anniversary
       that it intends to keep possession of a portion of such Property, which
       notice shall identify the portion of any Property which is to be subject
       to a Partial Occupancy Lease either by reference to the portion of such
       Property which the Lessee intends to retain possession of or by reference
       to the portion of such Property which the Lessee intends to vacate, (ii)
       the portion of such Property which is to be subject to a Partial
       Occupancy Lease shall consist of one or more entire floors of each
       relevant Property and does not include any partial floors, (iii) the
       Lessee shall pay for all reasonable costs of completing necessary
       Demising Work in such Property in accordance with Section 6.5, (iv) if
       the Termination Transferee to whom the Property subject to a Partial
       Occupancy Lease is transferred is the Recourse Guarantor or an Affiliate
       of the Recourse Guarantor, the Lessee shall pay such portion of the
       Transfer and similar taxes as are determined by multiplying such taxes by
       a fraction, the numerator of which is the Lessor's Cost of the portion of
       the Property subject to the Partial Occupancy Lease and the denominator
       of which is the total Lessor's Cost for the Property, and (v) after
       giving effect to all terminations then requested by the Lessee on such
       Anniversary, the Lessee would have terminated this Lease with respect to
       at least the Total Joint Maximum Cumulative Percentage of Total Original
       Lessor's Cost permitted for such Anniversary in Section 6.1(a), and
       provided that any portion of a Property leased to the Lessee pursuant to
       a Partial Occupancy Lease shall (so long as such portion remains subject
       to a Partial Occupancy Lease) be deemed to still be subject to this Lease
       for purposes of determining whether or not the Total Joint Maximum
       Cumulative Percentages in Section 6.1(a) have been exceeded and for
       purposes of Section 3.1(a) and (b). The Lessor shall be obligated to
       notify the Lessee within 60 days after receipt of the notice described in
       Section 6.1(e)(i) whether or not the Lessor expects to be able to satisfy
       the conditions set forth in Section 6.1(d). The Lessor will promptly
       notify the Lessee if, at any time after the Lessor notified the Lessee
       pursuant to the preceding sentence that the Lessor expects to be able to
       satisfy the conditions set forth in Section 6.1(d), it becomes likely
       that the Lessor will not be able to satisfy such conditions.

(f)    In the event that the termination of any Property can not be completed as
       a result of the failure of the conditions set forth in Section 6.1(d) to
       be satisfied, the Lessee shall have the option to

                                       11

<PAGE>

       sublease the portion of such Property which was not identified by the
       Lessee as being subject to the proposed Partial Occupancy Lease in the
       notice referred to in Section 6.1(e)(i), to a Termination Transferee
       selected by the Lessor (which must either be the Recourse Guarantor or an
       entity guaranteed by the Recourse Guarantor pursuant to a guaranty in
       form and substance reasonably acceptable to the Lessee) and the Lessor
       shall permit such sublease pursuant to an AFR Sublease. Any portion of a
       Property subleased to a Termination Transferee pursuant to an AFR
       Sublease shall be considered terminated from this Lease for purposes of
       determining whether or not the Total Joint Maximum Cumulative Percentages
       in Section 6.1(a) have been exceeded and for purposes of Section 3.1(a)
       and (b). If at any time any Property subject to an AFR Sublease is
       released from the Lien of the Security Documents, the relevant
       Termination Transferee and the Lessee shall promptly enter into a Partial
       Occupancy Lease relating to the portion of such Property that was not
       subject to an AFR Sublease and, upon execution of such Partial Occupancy
       Lease, (i) such AFR Sublease shall automatically terminate and (ii) this
       Lease shall automatically terminate with respect to such Property. If the
       Termination Transferee to whom the Property subject to a Partial
       Occupancy Lease is transferred is the Recourse Guarantor or an Affiliate
       of the Recourse Guarantor, the Lessee shall pay such portion of the
       Transer and similar taxes as are determined by multiplying such taxes by
       a fraction, the numerator of which is the Lessor's Cost of the portion of
       the Property subject to the Partial Occupancy Lease and the denominator
       of which is the total Lessor's Cost for the Property.

(g)    For purposes of Section 6.1(a), the Lessor's Cost for any portion of any
       Property shall be determined by multiplying the Lessor's Cost for such
       Property in its entirety by a fraction, the numerator of which is the
       number of Square Feet included in such portion and the denominator of
       which is the total Square Feet of such Property.

(h)    If at any time after the Lessee notifies the Lessor of its desire to
       terminate the Lease with respect to a Property pursuant to Section 3.1(c)
       or 6.1(a) and to enter into a FMV Lease or a Partial Occupancy Lease, as
       applicable, with respect to a portion of such Property, the Lessor will
       use all reasonable efforts to cause such Property to be released from the
       Lien of the Security Documents (it being understood that a Property can
       not be released from the Lien of the Security Document unless either the
       conditions of Section 11.01 of the Indenture are satisfied or the
       Indenture Trustee has consented in writing to such release). If the
       Lessee has requested that this Lease be so terminated with respect to
       more than one Property pursuant to Section 3.1(c) or 6.1(a) and the
       Lessor determines that it will be unable to cause all such Properties to
       be released from the Lien of the Security Documents, so that it will be
       necessary for one or more of such Properties to remain subject to the
       Lease and become subject to an AFR Sublease, the Lessor shall use all
       reasonable efforts to cause the Property to be terminated from the Lease
       which minimizes the amount of Square Feet which will be subject to an AFR
       Sublease.

6.2    Obsolescence Termination

       In addition to the termination rights granted in Section 6.1 above, so
       long as no Special Default or Lease Event of Default has occurred and is
       continuing, the Lessee may, if it determines (as evidenced by a
       certificate of a Responsible Officer of the Lessee) one or more
       Properties is obsolete, surplus or uneconomic for its needs, on not less
       than 180 days' prior written notice to the Lessor (a Notice of
       Termination), terminate this Lease as to any such Property or Properties
       on a Rent Payment Date after December 10, 2004 (the Termination Date).
       The Notice of Termination may be revoked by the Lessee for any reason up
       to 30 days prior to the Termination Date (unless Lessor has previously
       given the notice contemplated in the next paragraph). Upon

                                       12

<PAGE>

       such termination election, the Lessee shall use all reasonable efforts to
       sell the Properties (subject to any Bank Branch Leases for such
       Properties, if any, which the Lessee elects in such Notice of Termination
       for any Bank Branch Properties being so terminated, and subject to any
       Senior Subleases) for cash to the highest bidder unrelated to the Lessee
       on such Termination Date. Lessor may, but shall have no obligation to,
       attempt to locate a purchaser for such Property or Properties, provided
       that such attempts do not interfere with the Lessee's attempts to locate
       such a purchaser. In the event such a buyer is found, the Lessee shall
       vacate such Properties (except for any bank lobby space subject to such a
       Bank Branch Lease) and the sale shall occur on the Termination Date and,
       subject to the last sentence in this paragraph, net sales proceeds shall
       be paid to the Lessor. If the net sales proceeds received by the Lessor
       are less than the Stipulated Loss Value of such Properties on the
       Termination Date the Lessee shall pay to the Lessor on such Termination
       Date such shortfall and all other amounts then due, including any
       Supplemental Rent and Redemption Premium, if any, then due. If no such
       buyer is found by such Termination Date, the Lessee may elect to either
       continue this Lease without any such termination (provided, however, the
       Lessee may not withdraw (pursuant to this sentence or the first sentence
       of this paragraph) more than 5 termination notices in the aggregate and
       not more than one in any 18-month period, in each case for this Lease and
       any FMV Lease) or vacate such Property or Properties (it being understood
       that sublessees under Senior Subleases, and the Lessee as lessee under
       any such Bank Branch Lease, need not vacate) and pay to the Lessor the
       Stipulated Loss Value, the Redemption Premium and any other amounts then
       due for such Properties on such Termination Date and continue to attempt
       to find such a buyer. When such a buyer is ultimately found, the net
       proceeds of such sale shall be remitted to the Lessee up to an amount
       equal to and in reimbursement of the Lessee's payment of Stipulated Loss
       Value, the Redemption Premium and any other amounts then due and any
       excess shall be paid as provided in the next sentence. If the Lessee
       arranges for such a sale and has paid all Supplemental Rent and
       Redemption Premium, if any, then due and the net proceeds are in excess
       of Stipulated Loss Value, such excess proceeds shall be applied to
       reimburse the Lessee for the reasonable costs incurred in connection with
       such sale and the balance shall be paid to the Lessor.

       Upon Lessee's payment of all amounts due under this Section 6.2, and the
       assumption by the purchaser of any Bank Branch Leases in the terminated
       Property(ies), Lessor shall, at Lessee's expense, execute such deeds and
       other instruments of transfer as Lessee may reasonably request to
       effectuate the transfer to such purchaser, which transfer shall be
       without recourse or warranty, except as to the absence of Lessor's Liens.

       In the event the Lessee elects to terminate this Lease with respect to a
       Property or Properties as provided in this Section 6.2, the Lessor may
       elect to retain such Properties (by notice given to Lessee no later than
       60 days after Lessor receives the Notice of Termination) and thereby
       relieve the Lessee from any obligation to pay Stipulated Loss Value (but
       the Lessee shall nonetheless pay any Redemption Premium, if any, and
       Supplemental Rent then due), provided that no such election shall be made
       unless the Lessor shall have deposited funds with the Indenture Trustee
       sufficient to pay the Allocable Portion of the Notes in full on the
       Termination Date. This Lease will so terminate with respect to such
       Property or Properties whether or not such Allocable Portion is so paid.
       Upon such termination the Lessor will transfer such Property or
       Properties to such other Person as it shall determine, but at its sole
       cost and expense, including as to transfer taxes.

                                       13

<PAGE>

6.3    Effect of Termination

       Upon compliance by the Lessee with the provisions of Section 6.2 with
       respect to termination of one or more Properties, the obligation of the
       Lessee to pay Basic Rent for the terminated Properties for any period
       after the Termination Date shall cease. Upon compliance by Lessee with
       the provisions of Section 6.1 or 6.2 with respect to termination of one
       or more Properties, the Lease Term shall end for such Properties and the
       obligations of the Lessee hereunder with respect to such Properties
       (other than any such obligations expressly surviving termination of this
       Lease) shall terminate as of the date of termination. In the event, for
       any reason, the purchaser fails to purchase a Property on the Termination
       Date, this Lease shall continue as to such Property, and the Lessee shall
       pay any costs incurred by Lessor, the Pass Through Trustee or Indenture
       Trustee in connection therewith unless such failure resulted from a
       breach by a party of its obligations under the Operative Documents, in
       which case the Lessee shall not pay such party's costs.

6.4    Adjustment of Termination Percentages

       The Total Joint Maximum Cumulative Percentages set forth in Section
       6.1(a) shall not be reduced upon the termination of this Lease as to a
       Property unless such termination is pursuant to Section 6.2, 14.1 or 14.3
       hereof or Section 9.1 of the Participation Agreement only in the case
       where the Lessee elects to purchase the Property or Section 9.3 of the
       Participation Agreement (a Terminating Event), in which case each Total
       Joint Maximum Cumulative Percentage in Section 6.1(a) for an Anniversary
       that has not yet occurred shall equal:

       EP+((PA-EP) X (1-(TP/((1-CT)-EP))))

       EP = the Total Joint Maximum Cumulative Percentage for the Anniversary
       that has most recently occurred or, if no Anniversary has previously
       occurred, 0.04;

       PA = the Total Joint Maximum Cumulative Percentage being adjusted;

       TP = the percentage of Total Original Lessor's Cost represented by the
       Property being terminated;

       CT = the percentage of Total Original Lessor's Cost represented by the
       cumulative Properties previously terminated from the Lease pursuant to a
       Terminating Event, without regard of the Terminating Event giving rise to
       the current Section 6.4 adjustment.

       Each variable should be expressed as a decimal when calculating the Total
       Joint Maximum Cumulative Percentage and converted to a percentage after
       the calculation.

       For example, if during the fourth and eighth years of the Original
       Leases, Properties representing 40% and 10%, respectively, of total
       Lessor's Cost for all Properties originally subject to the Original
       Leases were terminated from the Original Leases (or this Lease, as the
       case may be) pursuant to a Terminating Event, the Total Joint Maximum
       Cumulative Percentage table of Section 6.1(a) would become as follows:

                                       14

<PAGE>

<TABLE>
<CAPTION>
                                      4th Year                         8th Year
                                 Total Joint Maximum              Total Joint Maximum
            Anniversary        Cumulative Percentages/1/        Cumulative Percentages/1/
            -----------        -------------------------        -------------------------
<S>                            <C>                              <C>
       June 10, 2004                     13.9167%                           13.9167%

       June 10, 2009                     23.8333%                           21.6814%

       June 10, 2015                     33.1667%                           28.9895%
</TABLE>

6.5    Demising Work

       Any Demising Work required to be performed by Lessee: shall, in each
       instance, be completed as follows:

(a)    Lessee shall prepare and submit to Lessor for Lessor's approval a
       preliminary space plan (the Preliminary Space Plan) in connection with
       the proposed separation of the Leased Premises from the Surrendered
       Premises. Lessor's approval shall not be unreasonably withheld or delayed
       and shall be given or withheld, or Lessor shall advise Lessee whether
       Lessor requires additional information in order to evaluate Lessee's
       request, within ten (10) days following Lessee's delivery to Lessor of
       the Preliminary Space Plan. If Lessor objects to the Preliminary Space
       Plan (or any revision thereof), Lessee shall deliver a revised
       Preliminary Space Plan to Lessor and the procedure will be repeated, if
       necessary, until a final space plan is approved. The final approved space
       plan is hereinafter referred to as the Final Space Plan. Lessor and
       Lessee shall work with one another reasonably and in good faith to
       resolve any differences concerning the Preliminary Space Plan and the
       Final Space Plan (or the Preliminary Drawings or Final Drawings hereafter
       referenced in Section 6.5(b)).

(b)    From the Final Space Plan, Lessee shall prepare and submit to Lessor for
       Lessor's approval (which approval shall not be unreasonably withheld or
       delayed, and which shall be given or withheld, or Lessor shall advise
       Lessee whether Lessor requires additional information in order to
       evaluate Lessee's request, within ten (10) days) following Lessee's
       delivery to Lessor of, one-eighth inch (1/8") architectural, mechanical,
       electrical, lighting, plumbing and (if reasonably requested by Lessor)
       floor load working drawings together with specifications necessary to
       complete all of the proposed improvements shown on the Final Space Plan
       (collectively, the Preliminary Drawings). If Lessor objects to the
       Preliminary Drawings (or any revision thereof), Lessee shall deliver
       revised Preliminary Drawings to Lessor and the procedure will be
       repeated, if necessary, until final drawings are approved. The final
       approved drawings are hereinafter referred to as the Final Drawings.

(c)    Lessee will cause the Demising Work to be constructed in substantial
       accordance with the Final Drawings. Lessor shall be deemed to have waived
       Lessee's performance of any Demising Work not shown on the Final Drawings
       except to the extent required to satisfy Applicable Laws. Lessor's review
       of Space Plans and Drawings under Sections 6.5(a) and (b) is for Lessor's
       purposes only, and not a representation or warranty that the work to be
       performed pursuant thereto meets all Applicable Laws.

--------
/1/  Total Joint Maximum Cumulative Percentages are percentages of Lessor's Cost
     for all Properties originally subject to the Lease.

                                       15

<PAGE>

(d)    In connection with the Demising Work, Lessee shall file all drawings,
       plans and specifications, pay all fees and obtain all permits and
       applications from any authorities having jurisdiction and perform all
       Demising Work in compliance the requirements of such permits and
       applications; and Lessee shall promptly obtain, if required, a permanent
       certificate of occupancy and all other approvals required of Lessee to
       use and occupy the Leased Premises.

(e)    Lessee shall have the right to select the general contractor and
       subcontractors for the Demising Work, provided that Lessee shall not use
       a contractor or subcontractor as to which Lessor shall reasonably object
       within ten (10) days following Lessee's notice to Lessor of the identity
       of such contractor(s) and subcontractor(s) as Lessee has selected.

(f)    The parties shall cooperate with each other in good faith and coordinate
       the scheduling of the Demising Work in an effort to complete the same in
       a timely manner. Lessor and Lessee shall be commercially reasonable in
       agreeing to non-material reconfigurations of the boundaries of the Leased
       Premises to facilitate Lessee's construction of demising walls for the
       Leased Premises.

(g)    All of the Demising Work shall be done in conformity with Applicable Laws
       and at Lessee's expense, including, without limitation, building permit
       fees, other fees, architectural and engineering expenses and other
       expenses relating thereto. Lessee may request Lessor's review of
       Preliminary Space Plans or Preliminary Drawings before Lessee's
       notification to Lessor of Lessee's election to remove Surrendered
       Premises from the Leased Premises to facilitate Lessee's understanding of
       the potential approximate costs associated therewith.

6.6    Sublessee Options

       If at the time this Lease is to be terminated with respect to any
       Property pursuant to Section 3.1 or Section 6.1 or at the time any
       portion of any Property is to be subleased pursuant to an AFR Sublease, a
       sublessee of any portion of such Property has the option to sublease from
       the Lessee additional space in such Property at a fair market value rent
       (including by way of any right of first refusal or similar right), the
       Lessor agrees, and will cause any relevant Termination Transferee to
       agree, to honor the terms of such option as if it was an option granted
       to such permitted sublessee by the Lessor or relevant Termination
       Transferee, as the case may be.

7.     CONDITION AND USE OF PROPERTIES

7.1    Waivers

       The Properties are demised and let by the Lessor "AS IS" in their present
       condition, subject to (a) the rights of any parties in possession
       thereof, (b) the state of the title thereto existing at the time the
       Lessor acquired title to such Properties, (c) any state of facts which an
       accurate survey or physical inspection might show (including the surveys
       delivered on the Closing Date), (d) all Applicable Laws and Regulations,
       (e) any violations of Applicable Laws and Regulations which may exist at
       the commencement of the Lease Term and (f) the presence or potential
       presence of any Hazardous Material at, on or under any Properties or any
       property in the vicinity of the Properties. The Lessee has examined the
       Properties and has found the same to be satisfactory for all purposes of
       this Lease (without waiving any rights Lessee may have against any
       contractor, subcontractor or supplier). NONE OF THE LESSOR, THE INDENTURE
       TRUSTEE OR THE PASS THROUGH TRUSTEE (EITHER IN ITS INDIVIDUAL OR TRUST
       CAPACITIES) HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION
       OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER OR SHALL BE DEEMED TO

                                       16

<PAGE>

       HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY,
       MERCHANTABILITY, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, CONDITION,
       DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTIES (OR ANY PART
       THEREOF), OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR
       IMPLIED, WITH RESPECT TO THE PROPERTIES (OR ANY PART THEREOF) AND NONE OF
       THE LESSOR, THE INDENTURE TRUSTEE OR THE PASS THROUGH TRUSTEE (EITHER IN
       ITS INDIVIDUAL OR TRUST CAPACITIES) SHALL BE LIABLE FOR ANY LATENT,
       HIDDEN, OR PATENT DEFECT THEREIN OR FOR THE FAILURE OF THE PROPERTIES TO
       BE CONSTRUCTED IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS, THE
       COMPLIANCE OF ITS PLANS AND SPECIFICATIONS WITH APPLICABLE LAWS AND
       REGULATIONS OR THE FAILURE OF THE PROPERTIES, OR ANY PART THEREOF,
       OTHERWISE TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS except that
       the Lessor hereby represents, warrants and covenants that the Properties
       are and shall be free of Lessor Liens. It is agreed that the Lessee is
       fully familiar with the Properties, has been afforded full opportunity to
       inspect the Properties, is satisfied with the results of its inspections
       of the Properties for all purposes of this Lease (without waiving any
       rights Lessee may have against any contractor, subcontractor or supplier)
       and is entering into this Lease solely on the basis of the results of its
       own inspections and all risks incident to the matters discussed in the
       preceding sentence, as between the Lessor, the Indenture Trustee or the
       Pass Through Trustee, on the one hand, and the Lessee, on the other, are
       to be borne by the Lessee. The provisions of this Article 7 have been
       negotiated, and, except to the extent otherwise expressly stated, the
       foregoing provisions are intended to be a complete exclusion and negation
       of any representations or warranties by the Lessor, the Indenture Trustee
       or the Pass Through Trustee, express or implied, with respect to the
       Properties, that may arise pursuant to any law now or hereafter in
       effect, or otherwise.

8.     LIENS; TAXES

8.1    Liens

       The Lessee shall not directly or indirectly create, incur, assume or
       suffer to exist any Lien on or with respect to the Properties, this Lease
       or the leasehold estate created hereby, any Basic Rent or Supplemental
       Rent, title thereto or any interest therein, or the rentals payable with
       respect to any subletting of the Properties, including all Liens which
       arise out of the possession, use, occupancy, construction, repair or
       rebuilding of the Properties or by reason of labor or materials furnished
       or claimed to have been furnished to the Lessee, or any of its
       contractors or agents or by reason of the financing of any personalty or
       equipment purchased or leased by the Lessee (from other than the Lessor)
       or Alterations constructed by the Lessee and not financed by the Lessor,
       except in all cases Permitted Liens. The Lessee shall promptly, but not
       later than thirty (30) days after notice thereof, at its own expense,
       take such action as may be necessary duly to discharge or eliminate or
       bond in a manner reasonably satisfactory to the Lessor any such Lien
       (other than Permitted Liens) if the same shall arise at any time;
       provided, however, that the Lessee shall not be required to so discharge
       or bond any such Lien while the same is being contested in good faith by
       appropriate proceedings diligently prosecuted so long as such proceedings
       shall not involve any material danger of the sale, forfeiture or loss of,
       and shall not interfere with the use or disposition of, any part of the
       Properties or title thereto or any interest therein or the payment of
       Rent.

                                       17

<PAGE>

       Nothing contained in this Lease shall be construed as constituting the
       consent or request of the Lessor, express or implied, to or for the
       performance by any contractor, laborer, materialman, or vendor of any
       labor or services or for the furnishing of any materials for any
       construction, alteration, addition, repair or demolition of or to the
       Properties or any part thereof, which would result in any liability of
       the Lessor for payment therefor. Notice is hereby given that the Lessor
       will not be liable for any labor, services or materials furnished or to
       be furnished to the Lessee, or to anyone holding an interest in the
       Properties or any part thereof through or under the Lessee, and that no
       mechanic's or other Liens for any such labor, services or materials shall
       attach to or affect the interest of the Lessor in and to the Properties.

8.2    Taxes

(a)    Subject to the provisions hereof relating to contests, Lessee shall pay
       and discharge, before any interest or penalties are due thereon, all of
       the following taxes, charges, assessments, levies and other items
       (collectively, "tax" or "taxes"), even if unforeseen or extraordinary,
       which are imposed or assessed during the Lease Term, regardless of
       whether payment thereof is due prior to, during or after the Lease Term:
       all taxes of every kind and nature (including, without limitation, real,
       ad valorem, personal property, and sales and use tax), on or with respect
       to the Properties (including, without limitation, any taxes assessed
       against the fee estate in the Land, Lessor's reversionary estate in the
       Properties or against any real property other than the Properties which
       is included within the tax parcel which includes the Properties), the
       Basic Rent and Additional Basic Rent (including, without limitation, ad
       valorem taxes) payable hereunder, this Lease or the leasehold estate
       created hereby; all charges and/or assessments for any easement or
       agreement maintained for the benefit of the Properties; and all general
       and special assessments, levies, water and sewer assessments and other
       utility charges, use charges, impact fees and rents and all other public
       charges and/or taxes whether of a like or different nature. Lessor shall
       promptly deliver to Lessee any bill or invoice Lessor receives with
       respect to any tax; provided, that the Lessor's failure to deliver any
       such bill or invoice shall not limit Lessee's obligation to pay such tax.
       Lessor agrees to cooperate with Lessee to enable Lessee to receive tax
       bills directly from the respective taxing authorities. Nothing herein
       shall obligate Lessee to pay, and the term "taxes" shall exclude,
       federal, state or local (i) franchise, capital stock or similar taxes, if
       any, of Lessor, (ii) income, excess profits or other taxes, if any, of
       Lessor, determined on the basis of or measured by Lessor's net income,
       (iii) any estate, inheritance, succession, gift, capital levy or similar
       taxes of Lessor, (iv) taxes imposed upon Lessor under Section 59A of the
       Internal Revenue Code of 1986, as amended, or any similar state, local,
       foreign or successor provision, (v) any amounts paid by Lessor pursuant
       to the Federal Insurance Contribution Act (commonly referred to as FICA),
       the Federal Unemployment Tax Act (commonly referred to as FUTA), or any
       analogous state unemployment tax act, or any other payroll related taxes,
       including, but not limited to, any required withholdings relating to
       wages, (vi) except as provided in Section 6 and Section 14 herein, any
       taxes in connection with the transfer or other disposition of any
       interest, other than Lessee's (or any person claiming under Lessee), in
       the Properties or this Lease, to any person or entity, including, but not
       limited to, any transfer, capital gains, sales, gross receipts, value
       added, income, stamp, real property gains or withholding tax, and (vii)
       any interest, penalties, professional fees or other charges relating to
       any item listed in clauses (i) through (vi) above; provided, further,
       that Lessee is not responsible for making any additional payments in
       excess of amounts which would have otherwise been due, as tax or
       otherwise, but for a withholding requirement which relates to the
       particular payment and such withholding is in respect to or in lieu of a
       tax which Lessee is not obligated to pay; and provided, further, that if
       at any time during the Lease Term, the method of taxation shall be such
       that there shall be assessed,

                                       18

<PAGE>

       levied, charged or imposed on Lessor a tax upon the value of the
       Properties or any present or future Improvement or Improvements on the
       Properties, including any tax which uses rents received from Lessee as a
       means to derive value of the property subject to such tax, then all such
       levies and taxes or the part thereof so measured or based shall be
       payable by Lessee, but only to the extent that such levies or taxes would
       be payable if the Properties were the only property of Lessor, and Lessee
       shall pay and discharge the same as herein provided. In the event that
       any assessment against the Properties is payable in installments, Lessee
       may pay such assessment in installments; and in such event, Lessee shall
       be liable only for those installments which become due and payable prior
       to or during the Lease Term, or which are appropriately allocated to the
       Lease Term even if due and payable after the Lease Term. Lessee shall
       deliver, or cause to be delivered, to Lessor and Indenture Trustee,
       promptly upon Lessor's or Indenture Trustee's written request, evidence
       satisfactory to Lessor and Indenture Trustee that the taxes required to
       be paid pursuant to this Section 8.2 have been so paid and are not then
       delinquent.

(b)    Lessee, at its own cost and expense, may contest (including seeking an
       abatement or reduction of) any taxes agreed to be paid hereunder;
       provided, that (i) Lessee first shall satisfy any Applicable Laws,
       including, if required, that the taxes be paid in full before being
       contested or, if not required to be paid in full, such contest shall
       suspend the collection of such taxes, (ii) no Lease Event of Default has
       occurred and is continuing and no Lease Event of Default shall occur as a
       result of such contest and (iii) failing to pay such taxes will not
       subject Lessor or Indenture Trustee to criminal or civil penalties or
       fines or to prosecution for a crime, or result in the sale, forfeiture,
       termination, cancellation or loss of any portion of the Properties or any
       interest therein, any Basic Rent or any Additional Basic Rent. Lessee
       agrees that each such contest shall be promptly and diligently prosecuted
       to a final conclusion. Lessee shall pay and shall indemnify, defend and
       hold Lessor and Indenture Trustee and all other Indemnitees harmless
       against any and all losses, judgments, decrees and costs (including,
       without limitation, all reasonable attorneys' fees and expenses) in
       connection with any such contest and shall promptly, after the final
       determination of such contest, fully pay and discharge the amounts which
       shall be levied, assessed, charged or imposed or be determined to be
       payable therein or in connection therewith, together with all penalties,
       fines, interest, costs and expenses thereof or in connection therewith,
       and perform all acts the performance of which shall be ordered or decreed
       as a result thereof. At Lessee's sole cost, Lessor shall assist Lessee as
       reasonably necessary with respect to any such contest, including joining
       in and signing applications or pleadings. Any rebate applicable to any
       portion of the Lease Term shall belong to Lessee. If at the time of any
       such contest a Lease Event of Default has occurred and is continuing,
       then Lessee shall post a bond or other security with and acceptable to
       Lessor and Indenture Trustee in their discretion in an amount equal to
       one hundred twenty-five percent (125%) of the amount being contested.

(c)    In the event that Lessee shall be required pursuant to this Section 8.2
       to pay, discharge or provide indemnity for, or make any other payment
       with respect to, any tax for which Lessee would not be obligated pursuant
       to Section 8.2(b) of the Participation Agreement, Lessor shall, on
       demand, reimburse and indemnify Lessee for any amount so paid or incurred
       by Lessee.

9.     MAINTENANCE AND REPAIR; ALTERATIONS, MODIFICATIONS AND ADDITIONS

9.1    Maintenance and Repair

       The Lessee, at its own expense, shall at all times (unless subject to an
       Event of Loss or an Event of Taking) (a) maintain the Properties in good
       order, repair and condition, ordinary wear and tear excepted, and to no
       less a standard than Lessee utilizes for other comparable properties
       owned or

                                       19

<PAGE>

       leased by it, (b) except to the extent Section 9.4 shall apply, maintain
       the Properties, and make all necessary repairs and Alterations to
       maintain the Properties, in accordance with all Applicable Laws and
       Regulations, and (c) comply with the standards imposed by any insurance
       policies required to be maintained hereunder which are in effect at any
       time with respect to the Properties or any part thereof, and shall take
       the preceding actions whether interior or exterior, structural or
       nonstructural, ordinary or extraordinary and foreseen or unforeseen
       whether or not such expenditures would constitute capital expenditures
       under GAAP if made by the owner of such property. The Lessee waives any
       right that it may now have or hereafter acquire to require the Lessor to
       (i) maintain, repair, replace, alter, remove or rebuild all or any part
       of the Properties or (ii) make repairs and Alterations (whether or not at
       the expense of the Lessor) pursuant to any Applicable Laws and
       Regulations or otherwise. The Lessee, at its own cost and expense, shall
       promptly replace or cause to be replaced all parts of the Improvements
       which may from time to time fail to function properly or become worn out,
       lost, stolen, destroyed, seized or confiscated, subject to a
       Condemnation, damaged beyond repair or permanently rendered unfit for use
       for any reason whatsoever; provided, however, that the Lessee shall not
       be obligated to replace any part if (a) such part has become unnecessary
       or obsolete and its replacement is not necessary or customary for the
       proper functioning of the Improvements and (b) the failure to replace
       such part will not reduce (other than to a de minimis extent) the
       remaining useful life, fair market value or residual value of the
       Improvements, in each case assuming that the Improvements are then being
       operated and maintained in accordance with this Article 9. In addition,
       the Lessee may, at its own cost and expense, remove in the ordinary
       course of maintenance, service, repair, overhaul or testing, any such
       parts, whether or not functioning properly, worn out, destroyed, seized,
       confiscated, damaged beyond repair or permanently rendered unfit for use,
       provided that the Lessee will, at its own cost and expense, replace such
       parts as promptly as practicable and in accordance with the standards set
       forth in this Section 9.1. All replacement parts (hereinafter referred to
       as Replacement Parts) shall be free and clear of all Liens (except for
       Permitted Liens and except in the case of replacement parts temporarily
       installed on an emergency basis) and shall be in as good operating
       condition as, and shall have a value, useful life and utility at least
       equal to, the parts replaced, assuming such replaced parts were in the
       condition and repair required to be maintained by the terms hereof.
       Immediately upon any Replacement Part becoming incorporated or installed
       in or attached to any part of the Improvements as above provided, without
       further act (subject only to Permitted Liens and except in the case of
       replacement property temporarily installed on an emergency basis), (i)
       legal title to such Replacement Part shall there upon vest in the Lessor
       and shall become subject to this Lease, (ii) such Replacement Part shall
       be deemed part of the Improvements for all purposes hereof to the same
       extent as the parts originally incorporated or installed in or attached
       to the Improvements, and (iii) title to the replaced part shall thereupon
       vest in the Lessee free and clear of all rights of the Lessor, and shall
       no longer be deemed part of the Improvements.

9.2    Alterations

(a)    (i)    The Lessee may, without the consent of the Lessor, and without
              complying with the requirements of paragraph (b) of this Section
              9.2, at the Lessee's own cost and expense, make Alterations to any
              Properties, so long as such Alterations (i) do not reduce the
              value, residual value and remaining useful life of such Property
              except to a de minimis extent (which for this purpose only shall
              mean a decrease in current market value or future residual value
              as of the applicable date for such Property shown on Schedule 3 of
              less than the lesser of $500,000 or 1% (in the aggregate for
              purposes of this Lease) of the then Fair Market Sales Value of
              such Property or a decrease of less than 2% in remaining

                                       20

<PAGE>

              useful life), (ii) do not cause such Property to become "limited
              use" property as defined in Rev. Proc. 2001-28, as amended, and
              (iii) do not change the use of such Property to a use other than a
              Permitted Use.

       (ii)   The Lessee will give the Lessor advance written notice of any
              structural changes to a Property if the cost thereof is expected
              to exceed the lesser of $1,000,000 and 10% (in the aggregate for
              purposes of this Lease) of the Lessor's Cost of such Property.

       (iii)  So long as no Special Default or Lease Event of Default has
              occurred and is continuing, the Lessee may remove any Severable
              Alteration not required by this Lease or Applicable Laws and
              Regulations at any time during or upon expiration of the Lease
              Term; provided, that the Lessee, at its cost and expense, shall
              restore the affected Properties to substantially the same
              condition as existed prior to any such Alteration.

       (iv)   If the Lessee shall make or cause to be made any Alterations, it
              shall do so in a good, substantial and workmanlike manner and in
              compliance with all Applicable Laws and Regulations and free of
              all Liens other than Permitted Liens. Whenever the Lessee is
              required to perform any Alterations upon the Properties, the
              Lessee shall promptly commence the Alterations and, once
              commenced, diligently and continually pursue the completion of
              such Alterations within a reasonable time. If any Alterations are
              made following a Casualty, a Condemnation or an Event of Loss
              where this Lease continues, any Net Proceeds shall be disbursed
              pursuant to Section 14.2.

(b)    Notwithstanding the foregoing, the Lessee may decide in its sole
       discretion to construct additions which may be substantial (the
       Additions) to a Property which Additions will remain owned by the Lessee
       or its designees so long as (i) such Additions do not reduce the current
       market value of such Property, future residual value for such Property or
       remaining useful life of such Property; provided that in the case of a
       Property located in (A) College Park, Georgia, (B) Triad Center,
       Greensboro, North Carolina, and (C) 8011 Villa Park, Richmond, Virginia
       (the Improved Properties), such Additions may reduce, but by no more than
       a de minimis amount (which for these purposes shall not exceed the lesser
       of $1,000,000 and 10% (in the aggregate for purposes of this Lease) of
       the Lessor's Cost of such Improved Property), the value or residual value
       of such Improved Property, (ii) the cross-easements referenced in the
       penultimate sentence of this paragraph are permitted by Applicable Laws
       and Regulations, (iii) such Property has available to it the number of
       parking spaces equal to the greater of (x) those required by Applicable
       Laws and Regulations and (y) those that maintain the same ratio of Square
       Feet in such Property to parking spaces available to such Property after
       such Additions as existed before such Addition, (iv) there are no
       unindemnified tax consequences to the Lessor, (v) no Special Default or
       Lease Event of Default is continuing when construction of such Addition
       is commenced and (vi) the Lessee shall comply with Section 9.2(a)(iv).
       Notwithstanding the foregoing, no such Additions shall be constructed if
       such construction or any related events may result in material adverse
       tax consequences to the Lessor (regardless of whether the Lessor is
       indemnified for such adverse consequences) unless (A) the Lessee
       satisfies the Rating Test and (B) Lessor receives an opinion from counsel
       selected by the Lessee and reasonably acceptable to the Lessor, that
       there is at least "more likely than not" authority for the federal income
       tax position which the Lessee requests the Lessor to assume. Subject to
       the foregoing, Lessor agrees, at the Lessee's expense, to enter into
       appropriate cross-easements with respect to any such Addition and its
       related Improvements so that both properties can be effectively and
       efficiently utilized; provided, however, that any Addition constructed by
       Lessee pursuant to this paragraph (b) shall contain heating, ventilating,

                                       21

<PAGE>

       cooling and life safety facilities and equipment separate and distinct
       from the Improvements, and shall not interfere with or overburden any
       sewer, water, natural gas, electric, telephone and other utilities
       serving the Improvements. The use and operation of such Addition shall
       not unreasonably interfere with the use and operation of the Property
       (except to the extent the Improvements and the Addition share equipment,
       facilities and parking areas pursuant to appropriate cross-easements) and
       shall not materially increase the cost of the use and operation of the
       Improvements.

(c)    If the Lessee is prevented from constructing an Addition or Alteration to
       a Property as a result of the operation of Section 9.2(d)(z) or the
       proviso which follows Section 9.2(d)(z), the Lessee may exercise its
       rights set forth in clause (iii) of the first sentence of Section 9.3 of
       the Participation Agreement if within 90 days after the Lessee has Actual
       Knowledge that it has been so prevented it sends written notice to the
       Lessor and the Indenture Trustee exercising such right and specifying the
       date of purchase pursuant to such clause (iii); provided however, that
       the Lessee may not purchase such Property under such clause (iii) if (1)
       within 15 days of the date of Lessee's written notice of such exercise
       the Indenture Trustee and the Lessor each waive the requirements set
       forth in Section 9.2(d)(z) and the proviso that follows Section 9.2(d)(z)
       and, as a result, permit the Alteration or Addition to be constructed on
       such Property or (2) within 15 days of the date of Lessee's written
       notice of such exercise, the Lessor elects to prepay the Allocable
       Portion of the Notes relating to such Property (and pay any related
       Redemption Premium pursuant to the Indenture it being agreed that such
       Redemption Premium shall be paid by the Lessee on the date specified in
       such election by the Lessee for the purchase of such Property), whereupon
       the Lessee may proceed to construct such Alteration or Addition, and such
       Property shall remain subject to this Lease and the Security Documents;
       provided that the Lessor may not so elect unless the Lessor shall have
       deposited with the Indenture Trustee funds sufficient to pay such
       Allocable Portion of the Notes and Redemption Premium in full on such
       date. There shall be no reduction of Basic Rent as a result of the
       prepayment contemplated in clause (2) of the immediately preceding
       proviso.

(d)    In the event an Addition or an Alteration would result in a decrease in
       value and/or residual value of a Property such that they would not be
       permitted pursuant to Section 9.2(a) or (b), the Lessee may nonetheless
       make such Addition or Alteration if (x) the other requirements of such
       Section 9.2(a) or (b) are satisfied, (y) the Lessee pays to the Lessor
       the present value of the amount of such diminution in residual value,
       discounted at 10.769% per annum, but grossed up so that the Lessor is
       whole on an After-Tax Basis and (z) the loan to value ratio for such
       Property does not increase above 90% when such Alteration or Addition is
       completed as determined before construction of such Addition or
       Alteration has commenced by comparing the Allocable Portion of the Notes
       for such Property to the expected Fair Market Sales Value of such
       Property after such Addition or Alteration, as determined by the
       Appraisal Procedure; provided that if at the time of the commencement of
       such Appraisal Procedure the Lessee making such Addition or Alteration
       does not satisfy the Rating Test then, if Notes are outstanding, no
       Addition or Alteration which decreases the value and/or residual value of
       a Property may be made; provided further that the preceding clause (z)
       and the preceding proviso shall only apply so long as the Notes
       originally issued under the Indenture remain outstanding and shall not
       apply during any period during which the maturity of such Notes has been
       extended for any reason. For the purpose of calculating the residual
       value pursuant to clause (x) above, each Property will be assumed to be
       terminated from this Lease on the date set forth in Schedule 2 or, if
       such calculation is being made following such date, on the next
       Anniversary on which such Property could be so terminated. The Lessee may
       not make such Additions or Alterations with respect to a

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<PAGE>

       Property if the aggregate payments made and to be made pursuant to this
       paragraph (before gross-up) will exceed 25% of the Lessor's Cost of such
       Property (as inflated in the same proportion that by CPI has increased
       from the month of June, 1997 to the most recent date prior to such
       payment as of which CPI has been published).

(e)    The Lessee shall make such Alterations to the Properties as may be
       required from time to time (i) to comply with all Applicable Laws and
       Regulations (subject to the contest rights set forth in Section 9.4) and
       with Section 9.1 and (ii) following a Casualty, Condemnation or Event of
       Loss (in any instance where the provisions of Section 14.1(ii) shall
       apply), to restore the Improvements to their respective condition prior
       to a Casualty or Condemnation, and will maintain such Alterations as
       provided in Section 9.1 hereof; provided that in the case of a
       Condemnation, the Lessee's obligation will be to restore the Improvements
       to such condition as close as possible under the circumstances to the
       condition prior to such Condemnation.

9.3    Title to Alterations

       Title to all Alterations shall without further act vest in the Lessor and
       shall be deemed to constitute a part of the related Property and be
       subject to this Lease in the following cases:

       (a)    such Alteration shall be in replacement of or in substitution for
              a portion of the Improvements;

       (b)    such Alteration shall be required to be made pursuant to the terms
              of Sections 9.1 or 9.2(e) hereof;

       (c)    such Alteration shall be Nonseverable;

       (d)    such Alteration shall be financed by or through the Lessor in
              accordance with Article XI of the Participation Agreement or
              otherwise; or

       (e)    such Alteration shall be Severable and is not removed by the
              Lessee upon the end of the Lease Term for the related Property.

       The Lessee shall, at the Lessor's request, execute and deliver any deeds
       or assignments reasonably necessary to evidence the vesting of such title
       in and to such Alterations in the Lessor. If such Alteration is not
       within any of the categories set forth in clauses (a) through (e) of this
       Section 9.3, then title to such Alteration shall vest in the Lessee or
       its designee.

9.4    Permitted Contests

       If, to the extent and for so long as (a) a test, challenge, appeal or
       proceeding for review of any Applicable Laws and Regulations relating to
       the use, operation or maintenance of the Properties or any Alterations to
       the Properties shall be prosecuted diligently and in good faith by the
       Lessee or (b) compliance with any Applicable Laws and Regulations shall
       have been excused or exempted by a valid nonconforming use permit,
       waiver, extension or forbearance, the Lessee shall not be required to
       comply with such Applicable Laws and Regulations as provided in this
       Article 9 or elsewhere in this Lease but only if and so long as no
       Special Default or Lease Event of Default shall have occurred and be
       continuing and such test, challenge, appeal, proceeding or noncompliance
       shall not involve (i) a material risk of foreclosure, sale, forfeiture or
       loss of any part of the Properties, (ii) a material risk of extending the
       ultimate imposition of such Applicable

                                       23

<PAGE>

       Laws and Regulations beyond the expiration of the related Property's
       Basic Term or then current Renewal Term, as the case may be, (iii) any
       risk of any criminal liability being imposed on the Lessor, the Indenture
       Trustee or the Pass Through Trustee, (iv) a material risk of any
       governmental or judicial action which might adversely affect the Lien of
       the Security Documents, or Lessor's ownership interests in the Properties
       or the value or utility of the Properties unless stayed during the
       pendency of any such test, challenge, appeal, proceeding or
       noncompliance, or (v) any material risk of material loss of enjoyment of,
       or material interference with, the use, possession or disposition of the
       Properties. Notwithstanding the foregoing, the Properties must be in
       compliance with Applicable Laws and Regulations at the time of any return
       of such Property to Lessor pursuant to Article 12 hereof.

       The Lessor will not be required to join in any proceedings pursuant to
       this Section 9.4 unless a provision of any Applicable Laws and
       Regulations requires, or in the good faith opinion of the Lessee, it is
       helpful to the Lessee that such proceedings be brought by or in the name
       of Lessor. In any such event, the Lessor will join in the proceedings or
       permit them to be brought in its name if the Lessee pays all related
       reasonable expenses. Lessor, at the cost and expense of Lessee, shall use
       reasonable good faith efforts to cooperate with Lessee in any such
       contest.

9.5    Environmental Compliance

       Lessee shall:

       (a)    maintain the Properties in compliance with all applicable
              Environmental Laws;

       (b)    not cause or permit the manufacture, use, generation,
              transportation, treatment, storage, Release, or handling of any
              Hazardous Material at the Properties in violation of Environmental
              Law;

       (c)    cause its sublessees and/or its or their respective agents,
              employees, contractors and invitees to comply with all applicable
              Environmental Laws with respect to the Properties;

       (d)    within ten (10) Business Days of learning of any Environmental
              Claim in connection with the Properties, notify the Lessor in
              writing thereof and provide the Lessor any reasonably requested
              documents related thereto; and

       (e)    upon the Lessor's request, promptly provide or otherwise make
              available to the Lessor any records concerning the Properties
              which are required to be maintained under any Environmental Law
              and which the Lessee then possesses or can reasonably obtain.

10.    USE AND LOCATION

10.1   Location

       The Lessee shall not remove, or permit to be removed, the Improvements or
       any part thereof from the Properties without the prior written consent of
       the Lessor, except that, subject to Article 12 hereof, the Lessee or any
       other Person may remove (a) in accordance with the provisions of Section
       9.3, any Alteration with respect to which title has passed to or remained
       with the Lessee pursuant to such Section 9.3, (b) any Improvements if
       title to such Improvements shall have passed to the Lessee, (c) any part
       of the Improvements on a temporary basis for the purpose of repair or
       maintenance thereof, (d) any part of the Improvement which has been
       replaced by

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<PAGE>

       another part which has become subject to this Lease and the Lien of the
       Security Documents or (e) any part of the Improvement which has become
       obsolete to the Lessee, whereupon such obsolete part shall cease to be
       subject to this Lease and the Lien of the Security Documents; provided
       that in the case of this clause (e) (i) the aggregate value of all such
       removed parts not given to Lessor shall not exceed $5,000,000 (in the
       aggregate for purposes of this Lease, (ii) the Lessee will cause such
       removal to be performed diligently, in good faith and in a good and
       workmanlike manner and in compliance with all Applicable Laws and
       Regulations, and will promptly and fully repair all damage to the
       Properties caused by such removal and (iii) the Lessee shall have made
       such Alterations or adjustments to the Properties as are necessary to
       assure that the functions served by any such removed parts shall continue
       to be provided by other parts of the Properties.

10.2   Use

       The Lessee may use and occupy the Properties for any Permitted Uses.
       Permitted Uses shall mean any lawful purposes except that no use may be
       made (whether by the Lessee or any assignee or sublessee of the Lessee or
       otherwise) which: (a) is a public or private nuisance or which violates
       any Applicable Laws and Regulations upon or in any Property or any
       portion thereof, (b) would void any certificate of occupancy required for
       a Property, (c) involves the mining or removal of any oil, gas or
       minerals, (d) results in any violation of any Environmental Law that
       results in any Environmental Claims from which any material Environmental
       Damages become due and owing, or otherwise in any manner involves any
       Release of Hazardous Materials into the environment except in compliance
       with all applicable Environmental Laws and Governmental Actions issued
       pursuant to Environmental Laws or that makes it impossible to obtain, or
       results in the cancellation of or breach of any representation or
       restriction under the policies of insurance required by Articles 11
       hereof; (e) is selling, renting or exhibiting pornographic material or
       other sexually explicit material (except as part of a magazine store
       customary for office buildings); or (f) is a massage parlor. Without
       limiting the foregoing, Lessee shall not permit the handling, processing,
       storage or disposal of Hazardous Materials on or at the Properties except
       to the extent incidental to or required for the conduct of a Permitted
       Use or a permitted Alteration, and then only in compliance with all
       applicable Environmental Laws.

11.    INSURANCE

11.1   Coverage

       Subject to the Lessee's rights of self-insurance set forth in this
       Section 11.1, the Lessee shall maintain:

       (a)    standard all-risk property insurance covering the Improvements in
              an amount at least equal to the replacement cost of the
              Improvements, but not less than the outstanding principal balance
              of the Notes;

       (b)    "boiler and machinery" insurance with respect to damage (not
              insured against pursuant to Section 11.1(a) hereof) to the
              boilers, pressure vessels or similar apparatus located on the
              Properties for risks normally insured against under boiler and
              machinery policies;

       (c)    commercial general liability insurance including broad form
              contractual liability coverage with minimum combined single limits
              of $2,000,000 (except when the Security Documents shall no longer
              be in effect said limit shall be $1,000,000) for injury to or

                                       25

<PAGE>

              death of one or more Persons or damage to or destruction of
              property in any one occurrence;

       (d)    umbrella/excess liability insurance over the insurance required by
              subsection (c) with combined minimum coverage of $5,000,000
              written on an occurrence form coverage basis;

       (e)    statutory workers' compensation insurance or qualified
              self-insurance;

       (f)    flood insurance with respect to those portions of the Properties
              that are located in areas identified by the Federal Emergency
              Management Agency as having special hazards; and

       (g)    builder's risk coverage during construction.

       The insurance required to be maintained pursuant to this Lease shall be
       no less favorable than that maintained on the Lessee's other properties
       and shall be written by companies of reputable standing.

       Any of the foregoing insurance coverages may be carried as a part of
       blanket policies, provided that (i) upon the Lessor's request, the
       insurer under such blanket policy(ies) shall certify to the Lessor and
       the Indenture Trustee any sublimits applicable to the Properties, which
       amounts shall not be less than those required by this Section 11.1; (ii)
       any such policy(ies) shall otherwise comply with the requirements of this
       Article 11; and (iii) the protection afforded, except for the exhaustion
       of aggregate limits, under any such policy(ies) shall be no less than
       that which would have been afforded under a separate policy or policies
       relating only to the Properties.

       Notwithstanding the preceding provisions of this Section 11.1, the Lessee
       shall be entitled to self-insure and/or have deductibles against all
       risks described in Section 11.1(a)-(g) so long as the Lessee satisfies
       the Rating Test. In the event the Lessee fails in part or whole to carry
       insurance which complies with the requirements of this Article 11, if the
       Lessee is then entitled to self-insure the Lessee will not be deemed to
       be in breach of this Lease, but will be deemed to self-insure to the
       extent of such noncompliance. If the Lessee does not satisfy the Rating
       Test, then the amount of permitted self insurance and/or deductibles with
       respect to the Lessee shall not exceed $5,000,000 in the aggregate for
       the lines of insurance specified in Sections 11.1(a), (b), (f) and (g)
       and $5,000,000 in the aggregate for the lines of insurance specified in
       Sections 11.1(c), (d) and (e). To the extent the Lessee is not permitted
       to self-insure under the terms hereof, each insurer must have a claims
       paying ability rating of "A" or better from Duff & Phelps and "A" or
       better from Moody's, or if an insurer is not rated by Duff & Phelps or
       Moody's, it has an equivalent rating from at least one other nationally
       recognized statistical agency. In the event the Lessee does not satisfy
       the Rating Test (with the definition thereof modified to change the "BBB"
       referenced therein to "BBB-" and the "Baa2" referenced therein to
       "Baa3"), then the Lessee's maximum deductibles shall be the lesser of
       that described in the second preceding sentence or the standard
       deductible for comparable buildings in the same region as certified in
       writing by a national insurance broker or agency. The two preceding
       sentences shall be void and of no effect after the Security Documents are
       no longer in effect. The Lessor shall be entitled to maintain insurance
       coverage with respect to the Properties, provided that such insurance
       shall not increase the cost to the Lessee of carrying, or interfere with
       the ability of the Lessee to carry, insurance with respect to the
       Properties.

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<PAGE>

11.2   Policy Provisions

       Any insurance policy required to be maintained by the Lessee pursuant to
       Section 11.1 shall:

       (a)    specify the Lessee as the insured and the Lessor, the Pass Through
              Trustee (in both its individual and trust capacities) and the
              Indenture Trustee (in both its individual and trust capacities) as
              additional insureds as to all such insurances (except the
              insurance described in Section 11.1(e));

       (b)    provide, in the case of insurance carried pursuant to Section
              11.1(a) and (b), that all insurance proceeds in respect of any
              loss or occurrence (i) shall be adjusted with the Lessee, unless
              and only for so long as a Special Default or a Lease Event of
              Default shall be continuing, in which case such proceeds shall be
              adjusted solely with the Lessor and (ii) shall be payable (x) if
              no Special Default or Lease Event of Default is continuing, to the
              Lessee in accordance with Section 14.2, and (y) in all other
              circumstances unless and until the Indenture shall have been
              satisfied and discharged in accordance with Section 11.01 thereof,
              to the Indenture Trustee and thereafter, to the Lessor;

       (c)    provide that in respect of the interests of the Lessor, the Pass
              Through Trustee and the Indenture Trustee, such policies shall not
              be invalidated by any action or inaction of the Lessee or any
              other Person (other than the Person making the claim thereunder)
              and shall insure the Lessor, the Pass Through Trustee and the
              Indenture Trustee regardless of, and any claims for losses shall
              be payable notwithstanding:

              (i)     any act of negligence, including any breach of any
                      condition or warranty in any policy of insurance, of the
                      Lessee or any other Person (other than the Person making
                      the claim thereunder);

              (ii)    the occupation or use of the Properties for purposes more
                      hazardous than permitted by the terms of the policies;

              (iii)   any foreclosure or other proceeding or notice of sale
                      relating to any of the Properties; and

              (iv)    any change in the title to or ownership of any of the
                      Properties after the Lessee and its insurance underwriter
                      has notice of such change in title or ownership;

       (d)    provide that such insurance shall be primary insurance and that
              the insurers under such insurance policies shall be liable under
              such policies without right of contribution from any other
              insurance coverage effected by or on behalf of the Lessor, the
              Pass Through Trustee or the Indenture Trustee under any other
              insurance policies covering a loss that is also covered under the
              insurance policies maintained by the Lessee pursuant to this
              Article 11 and shall expressly provide that all provisions
              thereof, except the limits of liability (which shall be applicable
              to all insureds as a group) and liability for premiums (which
              shall be solely a liability of the Lessee), shall operate in the
              same manner as if there were a separate policy covering each
              insured;

       (e)    provide that any cancellation (except at the request of the
              Lessee) thereof shall not be effective as to the Lessee, the
              Lessor, the Pass Through Trustee and the Indenture Trustee

                                       27

<PAGE>

              until at least 30 days after receipt by the Lessee, the Lessor,
              the Pass Through Trustee and the Indenture Trustee of written
              notice thereof;

       (f)    waive any right of subrogation of the insurers against the Lessor,
              the Pass Through Trustee and the Indenture Trustee, and waive any
              right of the insurers to any setoff or counterclaim or any other
              deduction, whether by attachment or otherwise, in respect of any
              liability of the Lessor, the Pass Through Trustee and the
              Indenture Trustee; and

       (g)    provide that the whole or any part of the right, title and
              interest of the Lessor therein may be assigned to the Indenture
              Trustee.

11.3   Evidence of Insurance

       If the Lessee fails to satisfy the Rating Test at any time during the
       Lease Term, then the Lessee shall promptly (and in any event within 30
       days) deliver to the Lessor, the Pass Through Trustee and the Indenture
       Trustee evidence of all insurance coverages as required by this Article
       11 and annually thereafter until such time as the Lessee satisfies the
       Rating Test, the Lessee shall deliver to the Lessor, the Pass Through
       Trustee and the Indenture Trustee certificates of insurance evidencing
       the provisions described in Section 11.2(a) through (g) executed by the
       insurer or its duly authorized agent and stating that in the opinion of
       such issuer or its agent that such insurance complies with the provisions
       of this Article 11, and if the signer of such certificate is unwilling to
       make such statement on a full recourse basis, such certificate shall be
       accompanied by an Officer's Certificate of the Lessee which also
       certifies as to such matters.

12.    RETURN OF LEASED PROPERTY

       With the exception of any Properties which have been transferred, or
       leased under a FMV Lease or a Partial Occupancy Lease, to the Lessee
       pursuant to Article 3, 6, 14 or 19 of this Lease or Article IX of the
       Participation Agreement, the Lessee shall, on the expiration or earlier
       termination of this Lease with respect to a Property, and at its own
       expense, return such Property to the Lessor by surrendering the same into
       the possession of the Lessor free and clear of all Liens other than (i)
       Lessor Liens, Remainderman Liens, and Indenture Trustee Liens, (ii) Liens
       described in clauses (a), (f) or (g) (to the extent expressly permitted
       to survive termination of this Lease), of the definition of Permitted
       Liens except that solely for purposes of this sentence, clause (f)(z) of
       the definition of Permitted Liens shall be deemed to read: "(z) singly or
       in the aggregate do not (i) reduce, other than to a de minimis extent,
       the Fair Market Sales Value of the applicable Property, (ii) materially
       interfere with or result in a detriment to the conduct of the Lessee's
       business on the Properties pursuant to the Lease, (iii) impair, other
       than to a de minimis extent, the usefulness of the applicable Property or
       (iv) impair the Lessor's interest or the Indenture Trustee's Lien on any
       portion of the Estate" and (iii) inchoate Liens for taxes which are not
       yet due, and in the condition required by this Lease (as modified by
       Alterations permitted by this Lease), ordinary wear and tear excepted;
       provided that any Improvements removed from the Properties pursuant to
       Section 10.1(c) shall have been returned to and reinstalled on such
       Properties. When the proposed parking facility (Parcel 2) located in St.
       Petersburg, Florida is returned to Lessor, it shall be free of asbestos
       and the office building, drive-through facilities, freestanding automated
       teller machines, and cash vault portion of such parking facility shall
       have been razed and all debris removed.

       Each Property when returned shall either be in "core and shell" condition
       or shall be in a condition such that such Property can be put to the same
       general use as such Property was used

                                       28

<PAGE>

       on the Closing Date (it being understood that a Property which is an
       office building may have retail space customary for the location of such
       Property) or, at the Lessee's election, if a Property is not then in
       either of such conditions, the Lessee may instead pay the Lessor in cash
       the reasonable cost of converting such Property to be in either such
       conditions, as the Lessee may elect (which payment shall include any
       expected loss of revenue to the Lessor during the time of conversion). If
       such cost cannot be agreed by the Lessor and the Lessee it shall be
       determined by the Appraisal Procedure.

       If the Lessee desires to remove any Severable Alteration from a Property
       during the 360 days prior to the return of such Property to Lessor
       (unless such return is a result of a Lease Event of Default, Event of
       Taking or Event of Loss), title to which is vested in Lessee pursuant to
       Section 9.3 hereof, the Lessee shall give Lessor at least 90 days prior
       written notice and Lessor shall have the right to purchase any such
       Severable Alteration for its Fair Market Sales Value. Any such Alteration
       or other property of the Lessee which is not removed prior to the time of
       return shall, at Lessor's option, be removed by the Lessee at the
       Lessee's expense or become the property of Lessor and title thereto shall
       vest in Lessor.

13.    ASSIGNMENT

       The Lessee may (at the Lessee's expense) assign all of its right, title
       or interest in, to or under this Lease as to one or more Properties
       provided no Lease Event of Default or Special Default is then continuing.
       An assignment of the Lessee's rights under this Lease as to less than all
       of the Properties shall be effectuated by the execution by Lessor and the
       Lessee of an amendment of this Lease removing such Properties from the
       terms hereof and the execution and delivery of a separate lease of the
       Properties which are the subject of Lessee's assignment, which lease
       shall be on the same terms and conditions as this Lease except that Basic
       Rent and Stipulated Loss Values shall relate only to the Properties which
       are the subject of such assignment. In connection with any such
       assignment, the parties will negotiate such amendments to the Operative
       Documents as are necessary to effectuate the foregoing and the Lessee
       shall pay all parties' costs and expenses (including reasonable attorneys
       fees and expenses) in connection therewith. In the event of an assignment
       of all of the Lessee's rights under this Lease, the new lessee shall
       assume all of the Lessee's obligations hereunder. Notwithstanding any
       assignment by the Lessee, all obligations of the Lessee shall continue in
       full effect as obligations of a principal and not of a guarantor or
       surety, as though no assignment had been made. The Lessee will notify the
       Lessor and the Indenture Trustee of any such assignment and will provide
       the Lessor and the Indenture Trustee with a copy of such assignment at
       the Lessor's request.

14.    LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE

14.1   Payment of Stipulated Loss Value on an Event of Loss

       If an Event of Loss shall occur with respect to a Property, the Lessee
       shall give the Lessor and the Indenture Trustee prompt written notice of
       such occurrence and the date thereof and the Lessee may elect one of the
       following options (it being agreed that (x) if the Lessee shall not have
       made the offer referred to in the following clause (i) within 60 days of
       the occurrence of the Event of Loss, the Lessee shall be deemed to have
       elected the option set forth in the following clause (ii) and (y) if it
       is impossible to restore, repair, replace or rebuild such Property, the
       Lessee must elect the following clause (i)):

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<PAGE>

              (i)     offer to purchase such Property from the Lessor on a
                      Stipulated Loss Value Date not less than 90 or more than
                      270 days after the date such offer is made at a purchase
                      price equal to the sum of (A) Stipulated Loss Value of
                      such Property determined as of such Stipulated Loss Value
                      Date, plus (B) all Supplemental Rent due and owing on such
                      Stipulated Loss Value Date (including, without limitation,
                      any transfer taxes and other expenses associated with such
                      transfer which are indemnifiable under Article VIII of the
                      Participation Agreement) plus (C) all Basic Rent due and
                      owing on Rent Payment Dates on or prior to such Stipulated
                      Loss Value Date (but not Basic Rent payable in advance on
                      such Stipulated Loss Value Date), in which case the Lessor
                      shall have 60 days from the date of receipt of the
                      Lessee's offer to decide whether or not to accept such
                      offer; or

              (ii)    promptly, and in any event within 90 days of the
                      occurrence of such Event of Loss, begin the process of
                      restoring, repairing, replacing or rebuilding the
                      Improvements which were damaged as a result of such Event
                      of Loss and diligently pursue such rebuilding and repair
                      so as to restore the affected Property or Properties to at
                      least the value, residual value and useful life thereof
                      immediately prior to the occurrence of such Event of Loss
                      assuming such Property was in the condition required by
                      this Lease. If the Lessee and the Lessor cannot agree as
                      to such value, such value will be determined by the
                      Appraisal Procedure. The Casualty Restoration Costs shall
                      be paid first out of the Lessee's own funds to the extent
                      the Casualty Restoration Costs exceed the Net Casualty
                      Proceeds actually received and then out of the Net
                      Casualty Proceeds.

       If the Lessee makes an offer to purchase a Property pursuant to Section
       14.1(i) and the Lessor accepts such offer or fails to respond to such
       offer within the 90-day period referenced in Section 14.1(i), the Lessee
       shall pay the purchase price specified in Section 14.1(i) to the Lessor
       on such Stipulated Loss Value Date; provided that any Net Casualty
       Proceeds then held by the Lessor or the Indenture Trustee shall be
       credited against such purchase price and any Net Casualty Proceeds
       remaining or collected after payment in full of all such amounts payable
       pursuant to Section 14.1(i) shall be paid to or retained by the Lessee.
       Upon payment in full of all amounts payable pursuant to Section 14.1(i),
       (w) subject to Section 11.01 of the Indenture, such Property shall be
       released from the Lien of the Security Documents, (x) the Lease Term
       shall end with respect to such Property, (y) the obligations of the
       Lessee hereunder with respect to such Property (other than any
       obligations expressed herein as surviving termination of this Lease)
       shall terminate as of the date of such payment and (z) the Lessor shall
       transfer to the Lessee, or if the Lessee shall so designate, to the
       property damage insurer, without recourse or warranty but free and clear
       of Lessor Liens, all right, title and interest of the Lessor in, to and
       under such Property including all related Net Proceeds not otherwise
       retained by the Lessee or credited against the purchase price as provided
       above.

       In the event that the Lessor rejects the offer of the Lessee (which the
       Lessor may do only if it has deposited funds sufficient to pay all
       amounts due and owing on the Notes as of such Stipulated Loss Value
       Date), to purchase such Property as provided in clause (i) of this
       Section 14.1 at the purchase price stated therein, the following amount
       shall be paid to or retained (in the case of the proceeds of insurance)
       by the Lessor: the sum of (A) all insurance proceeds payable under the
       policy or policies of insurance required by this Lease, plus (B) an
       amount equal to the deductible

                                       30

<PAGE>

       under such policy or policies, plus (C) any amounts the Lessee has chosen
       to self-insure up to Stipulated Loss Value of such Property (the amounts
       described in clauses (A), (B) and (C) being collectively referred to as
       the Insurance Proceeds) plus (D) all Supplemental Rent then due, plus (E)
       accrued but unpaid Basic Rent due as of such date (but not Basic Rent
       payable in advance on the Stipulated Loss Value Date). Upon payment in
       full of such amount (1) the Lease Term shall end, and (2) the obligations
       of the Lessee hereunder (other than any obligations expressed herein as
       surviving termination of this Lease) with respect to the Property or
       Properties suffering such Event of Loss shall terminate as of the date of
       such payment. If the Lessor elects to reject the offer of the Lessee
       hereunder to purchase such Property pursuant to this Section 14.1, such
       notice of rejection shall be deemed effective only if it is countersigned
       by the Indenture Trustee if the Lien of the Security Documents is then in
       effect.

       If the Lessee elects Section 14.1(ii) with respect to a Property, the
       Lessee may request that the Lessor obtain (at the Lessee's expense) an
       opinion from counsel reasonably selected by Lessor to determine whether
       such election shall result in any amounts becoming due under the Tax
       Indemnification Agreement. The Lessor shall obtain such opinion within 30
       days of such request. If (x) such opinion concludes that it is more
       likely than not that an amount in excess of $200,000 shall be so due or
       (y) Lessor does not obtain any such opinion within such 30 day period,
       the Lessee may, within 20 days of receipt of such opinion or of the end
       of such 30 days period, whichever is earlier, elect to offer to purchase
       such Property by payment of the amounts described in Section 14.1(i),
       whereupon the Lessor and the Lessee shall proceed as if the offer
       contemplated by Section 14.1(i) had been made.

14.2   Application of Payments When Lease Continues

       Payments (except for payments under insurance policies maintained other
       than pursuant to Article 11 of this Lease) received at any time by the
       Lessor, the Indenture Trustee or the Lessee from any Governmental
       Authority or other Person with respect to any Condemnation or Casualty to
       a Property or any part thereof or with respect to an Event of Loss not
       resulting in a termination of this Lease, shall (except to the extent
       Section 14.5 applies) be paid to the Indenture Trustee and then
       immediately to the Lessee, to be applied, as necessary, for the repair or
       restoration of such Property and Improvements and any excess remaining
       thereafter shall, in the case of a Casualty or Event of Loss not
       resulting in a termination of this Lease, be retained by the Lessee, and,
       in the case of a Condemnation, to the extent the Lessee cannot rebuild
       and restore the affected Property to its value, residual value and useful
       life as existed immediately prior to such Condemnation, excess amounts
       shall be for the account of the Lessee and the Lessor, as their interests
       may appear. All such repair and restoration shall be effected by the
       Lessee in compliance with the requirements of Section 9.1 and Section
       9.2.

       The Lessee shall maintain records for three years setting forth
       information relating to the receipt and application of payments in
       accordance with this Section 14.2. Such records shall be kept on file by
       the Lessee at its offices and shall be made available to the Lessor and
       the Indenture Trustee upon request.

       From and after a Condemnation, Casualty or Event of Loss and during or
       prior to any period of repair or rebuilding pursuant to this Article 14,
       this Lease will remain in full force and effect and Rent shall continue
       to accrue and be payable without abatement or reduction.

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14.3   Payment of Stipulated Loss Value on an Event of Taking

       If an Event of Taking shall occur with respect to a Property, the Lessee
       shall give the Lessor, the Pass Through Trustee and the Indenture Trustee
       prompt written notice of such occurrence and the date thereof, and the
       Lessee shall offer to purchase the affected Property from the Lessor on a
       Stipulated Loss Value Date not less than 90 or more than 270 days after
       the Event of Taking at a purchase price equal to the sum of (A)
       Stipulated Loss Value with respect to such Property determined as of such
       Stipulated Loss Value Date, plus (B) all Supplemental Rent due and owing
       on such Stipulated Loss Value Date (including, without limitation, any
       transfer taxes and other expenses associated with such transfer which are
       indemnifiable under Article VIII of the Participation Agreement), plus
       (C) all Basic Rent due and owing with respect to Rent Payment Dates on or
       prior to such Stipulated Loss Value Date (but not Basic Rent payable in
       advance on the Stipulated Loss Value Date). If the Lessor accepts such
       offer, or fails to respond to such offer within 90 days of its receipt of
       such notice, the Lessee shall pay the purchase price set forth in the
       preceding sentence on such Stipulated Loss Value Date, provided that the
       Net Condemnation Proceeds then held by the Lessor or the Indenture
       Trustee will first be allocated among the Lessee and the Lessor as their
       interests appear and, second, the amounts allocated to the Lessee and the
       Lessor shall be applied in reduction of the Lessee's obligation to pay
       the purchase price for such Property, if not already paid by the Lessee,
       and the balance, if any, of the Net Condemnation Proceeds received or
       remaining thereafter shall be divided between the Lessor and the Lessee
       as their interests appear, or if the purchase price for such Property has
       already been paid by the Lessee, the Net Condemnation Proceeds shall be
       divided between the Lessor and the Lessee as their interests appear. If
       the Lessor rejects such offer within such 90-day period, the Net
       Condemnation Proceeds will first be allocated among the Lessee and the
       Lessor as their interests appear and, second, the amounts allocated to
       the Lessee and the Lessor shall be paid over to, and retained by, the
       Lessor up to said Stipulated Loss Value and any excess Net Condemnation
       Proceeds shall be divided between the Lessor and the Lessee as their
       interests may appear; provided that if the parties cannot agree upon such
       allocation of the excess Net Condemnation Proceeds, the Lessor and the
       Lessee agree to submit the matter to a mutually agreed upon method of
       arbitration. The Lessee may file a separate claim for its own losses
       (such as loss of fixtures, equipment and alterations owned by it) and
       moving and relocation expenses so long as such claim does not reduce the
       amount payable to the Lessor on account of its interest in the
       Properties. Upon distribution of the Net Condemnation Proceeds as
       provided in this Section 14.3, in respect of amounts due under this
       Section 14.3, and payment of the sum of (A) all Supplemental Rent then
       due, plus (B) all Basic Rent-due on such date (but not Basic Rent payable
       in advance on the relevant Stipulated Loss Value Date), (1) the Lease
       Term shall end for such Property, (2) the obligations of the Lessee
       hereunder (other than any obligations expressed herein as surviving
       termination of this Lease) shall terminate with respect to the affected
       Property as of the date of such payment and (3) in the case of the
       purchase of the affected Property by the Lessee as provided in this
       Section 14.3, the Lessor shall transfer to the Lessee, or if the Lessee
       shall so designate, the condemning authority, without recourse or
       warranty but free and clear of Lessor Liens all right, title and interest
       of the Lessor in, to and under the affected Property shall be released
       from the Lien of the Security Documents, subject to Section 11.01 of the
       Indenture. If the Lessor elects to reject the offer of the Lessee
       hereunder to purchase such Property pursuant to this Section 14.3, it
       must prepay the Allocable Portion of the Notes with respect to such
       Property and the notice of rejection shall be deemed effective only if it
       is countersigned by the Indenture Trustee. Upon all payments due under
       this Section 14.3, with respect to a Property, (1) the Lease Term will
       end for such Property, and (2) the obligations of the Lessee hereunder
       (other than any

                                       32

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       obligations expressed herein as surviving termination of this Lease) with
       respect to such Property shall terminate.

14.4   Application of Certain Payments Not Relating to an Event of Taking

       In case of a Condemnation, this Lease shall remain in full force and
       effect, without any abatement or reduction of Basic Rent, and the Net
       Condemnation Proceeds shall, unless a Special Default or a Lease Event of
       Default has occurred and is continuing, be paid as set forth in Section
       14.2, except that any portion of the Net Condemnation Proceeds that was
       awarded with respect to the time period after the expiration or
       termination of the Lease Term shall be paid to the Lessor.

14.5   Other Dispositions

       Notwithstanding the foregoing provisions of this Article 14, so long as a
       Special Default or a Lease Event of Default shall have occurred and be
       continuing, any amount that would otherwise be payable to or for the
       account of, or that would otherwise be retained by, the Lessee pursuant
       to this Article 14 shall be paid to the Indenture Trustee (or to the
       Lessor after the Security Documents shall have been satisfied and
       discharged) as security for the obligations of the Lessee under this
       Lease and, at such time thereafter as no Special Default or Lease Event
       of Default shall be continuing, such amount shall be paid promptly to the
       Lessee.

14.6   Negotiations

       In the event any part of the Properties becomes subject to Condemnation
       or Event of Taking proceedings, the Lessee shall give notice thereof to
       the Lessor, the Pass Through Trustee and the Indenture Trustee promptly
       after the Lessee has knowledge thereof and shall control the negotiations
       with the relevant Governmental Authority unless a Lease Event of Default
       shall be continuing, in which case the Lessor shall control such
       negotiations; provided that in any event the Lessor may participate at
       the Lessee's expense in such negotiations, and no settlement will be made
       without Lessor's prior consent, not to be unreasonably withheld. The
       Lessee shall give to the Lessor, the Pass Through Trustee and the
       Indenture Trustee such information, and copies of such documents, which
       relate to such proceedings, or which relate to the settlement of amounts
       due under insurance policies required by Article 11, and are in the
       possession of the Lessee, as are reasonably requested by the Lessor, the
       Pass Through Trustee or the Indenture Trustee.

14.7   No Rent Abatement

       Rent shall not abate hereunder by reason of any Casualty, Event of Loss
       or Condemnation when this Lease does not terminate pursuant to the terms
       hereof, and the Lessee shall continue to perform and fulfill all of the
       Lessee's obligations, covenants and agreements hereunder notwithstanding
       such Casualty, Event of Loss or Condemnation.

14.8   Investment

       The Lessor agrees that, in accordance with Section 10.09 of the
       Indenture, to the extent the Lessor can control how any funds held by the
       Indenture Trustee pursuant to this Article 14 are invested, the Lessor
       shall follow the instructions of the Lessee with respect to the nature
       and timing of such investments unless a Special Default or a Lease Event
       of Default has occurred and is continuing.

                                       33

<PAGE>

15.    INTEREST CONVEYED TO LESSEE

       This Lease is an agreement of lease and the Lessor does not convey to the
       Lessee any right, title or interest in or to the Properties except as a
       lessee.

16.    SUBLEASE

16.1   Sublease Requirements

       The Lessee may sublease the Properties or any part thereof to any Person,
       on such terms and conditions as the Lessee may desire in its sole
       discretion, without the consent of the Lessor; provided, however, that
       (i) any such sublease shall not release the Lessee from any of its
       obligations or liabilities under this Lease of any nature whatsoever;
       (ii) any such sublease shall be expressly subject and subordinate to this
       Lease and the Lien of the Security Documents; (iii) no such sublease may
       be entered into if a Lease Event of Default or a Special Default has
       occurred and is continuing; (iv) any sublessee shall not be bankrupt at
       the inception of the sublease and shall be permitted to use the
       Properties only for the purposes permitted under this Lease; (v) any such
       sublease shall not increase the Lessor's, the Indenture Trustee's or the
       Pass Through Trustee's exposure to the risk of Environmental Claims being
       made against it; and (vi) any such sublease of a Property or any portion
       thereof shall be for a term that does not extend beyond the Lease Term
       with respect to such Property (including any then exercised Renewal
       Terms). Notwithstanding the foregoing, any Existing Subleases shall not
       be subject and subordinate to this Lease or the Lien of the Security
       Documents and may, to the extent permitted under such Existing Sublease
       on the date of this Lease, extend beyond the Lease Term with respect to
       the related Property.

       Notwithstanding clauses (ii) and (vi) of the immediately preceding
       paragraph, the Lessee may enter into subleases which extend beyond the
       Lease Term (including any then exercised Renewal Term), provided that the
       following criteria are met at the inception of such sublease (the
       NonDisturbance Criteria):

              (i)     each such sublease agreement shall be in substantially the
                      form of Exhibit B to this Lease; provided, however, that
                      Lessor agrees to approve such reasonable variations in the
                      form of such sublease agreement as are requested by Lessee
                      on a case-by-case basis in order to facilitate specific
                      subleases which otherwise satisfy the Non-Disturbance
                      Criteria;

              (ii)    the net effective rent, taking into account all economic
                      terms, must be at least equal to the Fair Market Rental
                      Value for comparable space in comparable buildings for a
                      like term with a tenant of comparable financial
                      creditworthiness;

              (iii)   for subleases in excess of 20,000 Square Feet, the
                      sublessee thereunder must provide evidence reasonably
                      satisfactory to the Lessor that such sublessee has
                      reasonably foreseeable financial ability to perform its
                      obligations under the sublease;

              (iv)    for subleases with Affiliates of the Lessee, the Lessor
                      must consent, which consent will not be unreasonably
                      withheld, or at the option of the Lessee, a third party
                      independent appraiser acceptable to Lessee and Lessor must
                      opine that the rents of the sublease comply with (ii)
                      above;

                                       34

<PAGE>

              (v)     [reserved];

              (vi)    the basic term of the sublease must not extend beyond 10
                      years, and any renewal terms must be at Fair Market Rental
                      Value and must not extend, collectively, beyond an
                      additional five years;

              (vii)   basic and renewal rents under the sublease must be
                      adjusted for CPI increases, or for a fixed increase of at
                      least 2% per year, every five years, and basic rents of
                      the sublease must not decrease;

              (viii)  the present value of all rent concessions (including free
                      rent, rent credits, rental abatements, tenant improvement
                      allowances, moving allowances, space assumption or similar
                      concessions or any other related transaction) during the
                      basic term of the sublease must not exceed 20% of the
                      present value (calculated using a discount rate equal to
                      the Interest Rate, as adjusted for monthly compounding) of
                      the scheduled basic rent payable during the basic term of
                      the sublease;

              (ix)    the sublease must include provisions that obligate the
                      sublessee to pay its prorata share of operating expenses
                      of the Property in accordance with relevant market
                      practice at the time;

              (x)     sublease tenant improvements must not require
                      extraordinary removal or modification to render the space
                      usable by subsequent tenants;

              (xi)    the sublessee's share of reserved parking spaces related
                      to such Property, if any, must be no more than the
                      sublessee's share of Square Feet in such Property; and

              (xii)   the sublease must be subject to common area agreements
                      governing parking and maintenance of parking areas.

       In the event that the Lessor and the Lessee cannot agree on whether any
       element of the Non-Disturbance Criteria has been satisfied, an
       independent third party agreed upon by the Lessor and the Lessee shall
       conclusively determine such issue. If such a third party is not agreed
       upon by both parties within 10 days of request therefor by either party,
       then either party may apply to the American Arbitration Association to
       appoint such a third party.

       If, in connection with any sublease, the Lessee requests that the Lessor
       confirm its agreement that the Non-Disturbance Criteria have been met,
       the Lessor shall respond in writing to any such request within 10
       Business Days of receipt of such request. Such request, when made, shall
       be accompanied by copies of materials relevant to the determination that
       the Non-Disturbance Criteria have been met. If the Lessor does not
       respond to the Lessee's request in writing, either confirming that the
       Non-disturbance Criteria have been satisfied, or as described in the next
       sentence, by the end of such 10-Business-Day period, the Lessor shall be
       deemed to have confirmed that the Non-Disturbance Criteria have been met
       for all purposes under this Lease. If the Lessor expresses to the Lessee
       in writing within the relevant response period that, in the Lessor's
       opinion, one or more of the Non-disturbance Criteria have not been met,
       the Lessor must specify in such writing the reasons underlying such a
       conclusion in reasonable detail.

                                       35

<PAGE>

       If the Non-Disturbance Criteria are met, the Lessor and the Indenture
       Trustee irrevocably agree that, subject to the terms of the Subordination
       and Non-disturbance Agreement relating to such Senior Sublease, if any,
       notwithstanding the exercise by the Lessor and the Indenture Trustee of
       any rights under Article 19 (including but not limited to proceedings for
       eviction, termination or other enforcement action) or any termination of
       this Lease prior to the expiration of the Lease Term or any then
       exercised Renewal Term, the possession and other rights of the sublessee
       under such Senior Sublease shall not be disturbed or affected by the
       Lessor or the Indenture Trustee so long as no default by the sublessee
       exists under the terms of such Senior Sublease (after notice and an
       opportunity to cure, if any, as provided in the Senior Sublease). In the
       event of termination of this Lease as to any Property, all sublessees in
       such Property under Senior Subleases shall (unless such a default by such
       sublessee exists) continue as direct lessees from the Lessor, upon and
       subject to the terms and conditions of the Senior Sublease and such
       sublessees will attorn to the Lessor. Lessor shall deliver to the Lessee,
       for the benefit of the applicable sublessee under the Senior Sublease,
       within ten (10) Business Days after the Lessee's request, a confirmation
       of such attornment in favor of the Lessor, by executing a Subordination
       and Non-disturbance Agreement.

       When an Event of Default is continuing, the rights of the Lessor to
       determine whether Non-Disturbance Criteria have been satisfied, and to
       waive portions of such Non-Disturbance Criteria, shall be exercisable by,
       or subject to the approval of, the Indenture Trustee (or its agent), but
       otherwise such rights shall not be exercisable by or subject to the
       consent or approval of the Indenture Trustee (or its agent). The
       Indenture Trustee shall join in executing each Subordination and
       Nondisturbance Agreement whenever the Lessor does, upon request of
       Lessor, unless an Event of Default is then continuing.

       No sublease of a Property shall release the Lessee from any liability or
       from the performance of any of the Lessee's duties and obligations under
       this Lease and the other Operative Documents to which the Lessee is a
       party. If this Lease is terminated as to a certain Property, the Lessee
       shall not be liable to the Lessor for any obligations or responsibilities
       of any sublessees remaining in such Property, except to the extent such
       obligations arise from or relate solely to the sublessees' possession of
       such Property prior to the termination of this Lease with respect to such
       Property.

       The Lessee shall be entitled to retain any or all rent or other amounts
       paid under any sublease of the Properties during the Lease Term; provided
       that so long as a Lease Event of Default is continuing, the Lessee shall,
       if the Lessor so requests, direct sublessees to pay all rent or other
       amounts due under their subleases to the Lessor or as it may direct.

       In the event the Lessee exercises its rights under Section 6.1 hereof to
       terminate the Lease with respect to a Property, on the date on which
       Lessee's election to terminate becomes irrevocable, Lessor shall have the
       right, either itself or by agents engaged by Lessor (which engagement may
       occur by an assumption by Lessor of Lessee's leasing agency agreements,
       if any) to market any unleased space in such Property.

       Lessee shall not amend any Senior Sublease without the written consent of
       Lessor and Indenture Trustee if such amendment results in a breach of any
       of the conditions listed in clauses (i)-(xii) above. Subject to the
       immediately preceding sentence, the Lessor shall, at Lessee's request,
       approve any amendment, modification, assignment, subletting, extension,
       renewal or prepayment of any sublease (with respect to which a
       Subordination and Non-disturbance Agreement is in effect) if the effect
       thereof does not result in a breach of any of the conditions listed in
       clauses (i)-(xii) above or any other provision of the Operative Documents
       to which the Lessee is a party.

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<PAGE>

16.2     Assignment of Subleases

(a)      Existing Subleases are hereby assigned by Lessor to Lessee for the
         Lease Term, and the Lessee assumes and agrees to perform each and every
         obligation of the landlord with respect to the Existing Subleases
         affecting the Properties, whether such obligations accrued prior to the
         Basic Term Commencement Date or accrue during the period from and after
         the Basic Term Commencement Date to the date such Existing Subleases
         are absolutely reassigned to Lessor as provided in Section 16.2(c)
         hereof.

(b)      The Lessee hereby collaterally reassigns to Lessor, as security for the
         performance of the Lessee's obligations hereunder, all of the Lessee's
         right, title and interest in and to (1) each Existing Sublease and (2)
         each and every sublease that the Lessee has entered into or may enter
         into with respect to any Property from time to time after the Original
         Closing Date and (3) any and all proceeds of any of the above, whether
         presently owned or hereinafter acquired and any future rights, benefits
         and claims arising therefrom (hereinafter clauses (1)-(3) collectively
         called the Assigned Subleases).

(c)      Upon the expiration of the Lease Term as to a Property, the Assigned
         Subleases in such Property shall automatically and without further
         action of the Lessor or the Lessee be reassigned to Lessor, in all
         cases free and clear of all Liens except Lessor Liens and Indenture
         Trustee Liens. Upon Lessor's request, Lessee shall execute an
         assignment of leases in form and substance reasonably satisfactory to
         Lessor confirming the foregoing.

(d)      The Lessee further acknowledges that the Lessor shall be further
         assigning the rights granted pursuant to this Section 16.2 to the
         Indenture Trustee under the Indenture.

(e)      Notwithstanding the assignment of rights and security interest granted
         in this Section 16.2, the Lessor agrees that, so long as no Lease Event
         of Default or Default under paragraph (e) of Article 18 is continuing,
         Lessee shall have the right to all rent, income and other sums becoming
         due and payable under the Assigned Subleases and the Lessor (and anyone
         claiming through the Lessor) shall not communicate or otherwise deal
         with (unless Lessee shall have given irrevocable notice of its right to
         terminate this Lease with respect to the applicable Property), or
         collect any rent from, any sublessee, or approach any sublessee for any
         acknowledgment of the assignment set forth in this Section 16.2 or
         receive any such acknowledgment.

(f)      Regardless of whether a Lease Event of Default or a Default under
         paragraph (e) of Article 18 is continuing, so long as the assignment
         made hereunder remains effective, the Lessor may exercise any
         inspection rights that the Lessee may have under a sublease.

16.3     Sublessor Improvements

         The Lessor agrees that for each Approved Sublease it shall reimburse
         the Lessee for the unamortized balance (computed without interest on a
         straight line basis over the basic term of such Approved Sublease,
         excluding renewals) of tenant improvement expenditures made by the
         Lessee in connection with such Approved Sublease; such balance to be
         calculated and reimbursed as of the date on which the Lessee surrenders
         possession to the Lessor of the Property which just before such
         surrender was subject to such Approved Sublease, whether such surrender
         occurs at the expiration or earlier termination of this Lease as it
         relates to such Property.

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17.      INSPECTION, REPORTS AND NOTICES

17.1     Inspection

         Upon five days' prior notice (three days' prior notice if the
         Properties subject to the inspection (or any portion thereof) are being
         terminated from this Lease) to the Lessee, or in the case of emergency
         or while a Lease Event of Default is continuing upon reasonable notice,
         the Indenture Trustee, the Pass Through Trustee and the Lessor and
         their authorized representatives (the Inspecting Parties) may inspect,
         at their own expense and risk, the Properties other than any areas
         where proprietary information of the Lessee or any sublessee is
         retained in the ordinary course of business, but only in a manner so as
         to not unreasonably interfere with the Lessee's or any other occupant's
         business operations on the Properties and, if required by the Lessee,
         only when accompanied by a designated representative of the Lessee. The
         Inspecting Parties shall have no right to inspect the books, records or
         financial information of the Lessee (other than the books, records or
         financial information relating directly and primarily to the
         Properties, but only after material related to matters other than the
         Properties shall have been redacted from such documents). None of the
         Inspecting Parties shall have any duty to make any such inspection or
         inquiry and none of the Inspecting Parties shall incur any liability or
         obligation by reason of not making any such inspection or inquiry. None
         of the Inspecting Parties shall incur any liability or obligation by
         reason of making any such inspection or inquiry except for such
         Inspecting Party's gross negligence or willful misconduct.

17.2     Reports

         To the extent permissible, the Lessee shall prepare and file in a
         timely fashion, or, where the Lessor shall be required to file, the
         Lessee shall prepare and deliver to the Lessor, as applicable, within a
         reasonable time prior to the date for filing, any reports with respect
         to the condition or operation of the Properties that shall be required
         to be filed with any Governmental Authority.

17.3     Notices from Governmental Authorities

         The Lessor shall promptly provide the Lessee with copies of any
         communications received by the Lessor from any Governmental Authority
         relating to the Properties.

18.      LEASE EVENTS OF DEFAULT

         The following events shall constitute Lease Events of Default (whether
         any such event shall be voluntary or involuntary or come about or be
         effected by operation of law or pursuant to or in compliance with any
         judgment, decree or order of any court or any order, rule or regulation
         of any administrative or governmental body):

         (a)   the Lessee shall fail to make any payment of Basic Rent,
               Redemption Premium (arising as the result of the prepayment of
               any Secured Note pursuant to clauses (b), (c), (d) or (f) of
               Section 2.04 of the Indenture) or Stipulated Loss Value and such
               failure shall continue for five days after the date such payment
               was due;

         (b)   the Lessee shall fail to make any payment of any other
               Supplemental Rent not specifically set forth in paragraph (a) of
               this Article 18 or any other amount payable hereunder and such
               failure shall continue for a period of 30 days after notice of
               such failure to Lessee from the Lessor or the Indenture Trustee;

                                       38

<PAGE>

         (c)   the Lessee shall fail to maintain insurance in the amounts
               required by Section 11.1 or 11.2 hereof; provided, however, that
               if such failure is the result of the Lessee not obtaining the
               insurance required immediately following its downgrading below
               the Rating Test, such failure shall not constitute a Lease Event
               of Default unless such failure shall continue for 20 days;

         (d)   the Lessee shall fail to timely perform or observe any covenant,
               condition or agreement (not included in paragraph (a), (b) or (c)
               of this Article 18) to be performed or observed by it hereunder
               or under any other Operative Document to which the Lessee is a
               party (other than the Tax Indemnification Agreement) and such
               failure shall continue for a period of 30 days after Lessee
               receives written notice thereof from the Lessor or the Indenture
               Trustee; provided that the continuation of such failure shall not
               constitute a Lease Event of Default if (i) such failure is not
               reasonably curable within 30 days; (ii) the Lessee is diligently
               pursuing the cure of such default; (iii) such failure does not
               impair in any material respect the Lessor's ownership interest in
               the Properties or impair the Lien of the Security Documents; and
               (iv) such cure is completed within 270 days of Lessee's receipt
               of written notice of the default or by the end of the Lease Term,
               if earlier;

         (e)   the filing by the Lessee of any petition for dissolution or
               liquidation, conservatorship or receivership of the Lessee, or
               the commencement by the Lessee of any case under any applicable
               bankruptcy, insolvency or other similar law now or hereafter in
               effect, or the Lessee shall have consented to the entry of an
               order for relief under any such law, or the failure of the Lessee
               generally to pay its debts as such debts become due, or the
               failure by the Lessee promptly to satisfy or discharge any
               execution, garnishment or attachment of such consequence as will
               impair its ability to carry out its obligations under this Lease,
               or the appointment of or taking possession by a receiver,
               custodian or trustee (or other similar official) for the Lessee
               or any substantial part of its property, or a general assignment
               by the Lessee for the benefit of its creditors, or the entry by
               the Lessee into an agreement of composition with its creditors,
               or the Lessee shall have taken any corporate action in
               furtherance of any of the foregoing; or the filing against the
               Lessee of a petition in bankruptcy, insolvency or other similar
               law which results in an order for relief being entered or,
               notwithstanding that an order for relief has not been entered,
               the petition is not dismissed within 90 days of the date of the
               filing of the petition, or the filing under any law relating to
               bankruptcy, insolvency or relief of debtors of any petition
               against the Lessee for reorganization, conservatorship or
               receivership, composition, extension or arrangement with
               creditors which either (i) results in a finding or adjudication
               of insolvency of the Lessee or (ii) is not dismissed within 90
               days of the date of the filing of such petition (the term
               dissolution or liquidation of the Lessee, as used in this
               paragraph (e), shall not be construed to include the cessation of
               the corporate existence of the Lessee resulting either from a
               merger or consolidation of the Lessee into or with another
               corporation or a dissolution or liquidation of the Lessee
               following a transfer of all or substantially all of its assets as
               an entirety, if the conditions permitting such actions contained
               in Section 5.1 of the Participation Agreement are satisfied); or

         (f)   any representation or warranty by the Lessee in any Operative
               Document to which the Lesee is a party (other than the Tax
               Indemnification Agreement) or in any certificate or document
               delivered to the Lessor or the Indenture Trustee pursuant to any
               Operative Document to which the Lessee is a party (other than the
               Tax Indemnification Agreement) shall have been materially
               incorrect when made and shall remain incorrect for 30 days

                                       39

<PAGE>

               after the Lessee's receipt of written notice thereof from the
               Lessor or the Indenture Trustee unless (i) such breach is curable
               and the Lessee is diligently attempting to cure such
               misrepresentation and (ii) such cure is completed within 270 days
               of receipt of such notice or the end of the Lease Term, if
               earlier;

19.      ENFORCEMENT

19.1     Remedies

         Upon the occurrence of any Lease Event of Default and at any time
         thereafter so long as the same shall be continuing, the Lessor may, at
         its option, by notice to the Lessee and the Indenture Trustee declare
         this Lease to be in default, and at any time thereafter so long as a
         Lease Event of Default is continuing the Lessor may exercise one or
         more of the following rights and remedies as the Lessor in its sole
         discretion shall determine:

         (a)   the Lessor may, by notice to the Lessee, terminate this Lease as
               to some or all of the Properties as of the date specified in such
               notice; however, (A) no reletting, reentry or taking of
               possession of the Properties by the Lessor will be construed as
               an election on the Lessor's part to terminate this Lease unless a
               written notice of such intention is given to the Lessee, (B)
               notwithstanding any reletting, reentry or taking of possession,
               the Lessor may at any time thereafter elect to terminate this
               Lease for a continuing Lease Event of Default, and (C) no act or
               thing done by the Lessor or any of its agents, representatives or
               employees and no agreement accepting a surrender of the
               Properties shall be valid unless the same be made in writing and
               executed by the Lessor;

         (b)   the Lessor may (i) demand that the Lessee, and the Lessee shall
               upon the demand of the Lessor, return the Properties promptly to
               the Lessor in the manner and condition required by, and otherwise
               in accordance with all of the provisions of, Articles 9 and 12
               hereof as if the Properties were being returned at the end of the
               Lease Term, and the Lessor shall not be liable for the
               reimbursement of the Lessee for any costs and expenses incurred
               by the Lessee in connection therewith and (ii) without prejudice
               to any other remedy which the Lessor may have for possession of
               the Properties, enter upon the Properties and take immediate
               possession of the Properties (to the exclusion of the Lessee) and
               expel or remove the Lessee and any other Person who may be
               occupying the Properties (except any sublessee under Senior
               Subleases subject to an applicable Subordination and
               Non-Disturbance Agreement), by summary proceedings or otherwise,
               all without liability to the Lessee for or by reason of such
               entry or taking of possession, whether for the restoration of
               damage to property caused by such taking or otherwise and, in
               addition to Lessor's other damages, the Lessee shall be
               responsible for the reasonably necessary costs and expenses of
               reletting, including brokers' fees, marketing costs, legal fees
               and the costs of any repairs made by Lessor. The provisions of
               this Section 19.1(b) shall operate as a notice to quit and shall
               be deemed to satisfy any other requirement or provisions of
               Applicable Laws and Regulations which may require the Lessor to
               provide a notice to quit or of the Lessor's intention to reenter
               the Properties and any such requirements or provisions are hereby
               waived by the Lessee;

         (c)   the Lessor may sell all or any part of the Properties at public
               or private sale, as the Lessor may determine, free and clear of
               any rights of the Lessee and without any duty to account to the
               Lessee with respect to such action or inaction or any proceeds
               with respect thereto (except to the extent required by paragraph
               (f) below if the Lessor shall elect to exercise

                                       40

<PAGE>

               its rights thereunder) in which event the Lessee's obligation to
               pay Basic Rent hereunder for periods commencing after the date of
               such sale shall be terminated or proportionately reduced, as the
               case may be (except to the extent that Basic Rent is to be
               included in computations under paragraph (e) or (f) below if the
               Lessor shall elect to exercise its rights thereunder);

         (d)   to the extent permitted by Applicable Laws and Regulations, the
               Lessor may hold, keep idle or lease to others all or any part of
               the Properties as the Lessor in its sole discretion may
               determine, free and clear of any rights of the Lessee and without
               any duty to account to the Lessee with respect to such action or
               inaction or for any proceeds with respect to such action or
               inaction, except that the Lessee's obligation to pay Basic Rent
               from and after the occurrence of a Lease Event of Default shall
               be reduced by the net proceeds, if any, received by the Lessor
               from leasing the Properties previously leased to the Lessee to
               any Person other than the Lessee for the same periods or any
               portion thereof;

         (e)   the Lessor may, whether or not the Lessor shall have exercised or
               shall thereafter at any time exercise any of its rights under
               paragraph (b), (c) or (d) of this Article 19 with respect to one
               or more Properties, demand, by written notice to the Lessee, and
               specify a Stipulated Loss Value Date (the Final Payment Date) not
               earlier than 25 days after the date of such notice, that the
               Lessee pays to the Lessor, on the Final Payment Date, as
               liquidated damages for loss of a bargain and not as a penalty
               (the parties agreeing that the Lessor's actual damages would be
               difficult to predict, but the aforementioned liquidated damages
               represent a reasonable approximation of such amount) (in lieu of
               Basic Rent due after the Final Payment Date), an amount equal to
               the sum of (A) all Supplemental Rent then due and owing plus all
               accrued Basic Rent unpaid as of the Final Payment Date other
               than, in the case where the Lessee pays all or any portion of
               Stipulated Loss Value to the Lessor pursuant to clauses (i), (ii)
               or (iii) below, the Basic Rent installment due and payable in
               advance on such Stipulated Loss Value Date, plus (B) whichever of
               the following amounts the Lessor, in its sole discretion, shall
               specify in such notice (together with interest on such amount at
               the Overdue Rate from the Final Payment Date specified in such
               notice to the date of actual payment):

               (i)     if a Property has not been sold, an amount equal to the
                       excess, if any, of the Stipulated Loss Value of such
                       Property, computed as of the Final Payment Date, over the
                       Fair Market Sales Value of such Property as of the Final
                       Payment Date (such Fair Market Sales Value to be
                       determined by mutual agreement of the Lessor and the
                       Lessee or if they cannot agree within 10 days after such
                       notice by the Appraisal Procedure);

               (ii)    an amount equal to the excess, if any, of the Stipulated
                       Loss Value of a Property computed as of the Final Payment
                       Date over the present value of the Fair Market Rental
                       Value of such Property for the balance of the useful life
                       of such Property discounted at the Interest Rate (as
                       adjusted for monthly compounding) (such Fair Market
                       Rental Value to be determined by mutual agreement of the
                       Lessor and the Lessee or if they cannot agree within 10
                       days of such notice by the Appraisal Procedure); or

               (iii)   the Stipulated Loss Value of a Property computed as of
                       the Final Payment Date and upon payment of such amount,
                       and the amount of any unpaid Rent referred to in Section
                       19.2, the Lessor shall convey to the Lessee all of the
                       Lessor's right,

                                       41

<PAGE>

                       title and interest in and to such Property without
                       recourse or warranty, but free and clear of Lessor's
                       Liens;

         (f)   if the Lessor shall have sold a Property pursuant to paragraph
               (c) above, the Lessor, in lieu of exercising its rights under
               paragraph (e) above, may, if it shall so elect, demand that the
               Lessee pay to the Lessor, and the Lessee shall pay to the Lessor,
               on the date of such sale, as liquidated damages for loss of a
               bargain and not as a penalty (the parties agreeing that the
               Lessor's actual damages would be difficult to predict, but the
               aforementioned liquidated damages represent a reasonable
               approximation of such amount) (in lieu of Basic Rent due for
               periods commencing on or after the Stipulated Loss Value Date
               coinciding with such date of sale (or, if the sale date is not a
               Stipulated Loss Value Date, the Stipulated Loss Value Date next
               preceding the date of such sale)), an amount equal to the sum of
               (1) all accrued and unpaid Basic Rent as of such Stipulated Loss
               Value Date other than, in the case where the Lessee pays all or
               any portion of Stipulated Loss Value on such Stipulated Loss
               Value Date, the Basic Rent installment due and payable in advance
               on such Stipulated Loss Value Date, plus (2) the amount of any
               excess of the Stipulated Loss Value of such Property, computed as
               of such Stipulated Loss Value Date, over the net proceeds of such
               sale, together with interest at the Interest Rate on such excess
               from such Stipulated Loss Value Date to the date of sale, plus
               (3) all Supplemental Rent then due and owing under this Lease,
               plus (4) interest at the Overdue Rate on all of the foregoing
               amounts from the date of such sale until the date of payment;

         (g)   the Lessor may exercise any other right or remedy that may be
               available to it under Applicable Laws and Regulations or in
               equity, or proceed by appropriate court action (legal or
               equitable) to enforce the terms hereof or to recover damages for
               the breach hereof. Separate suits may be brought to collect any
               such damages for any period of this Lease, and such suits shall
               not in any manner prejudice the Lessor's right to collect any
               such damages for any subsequent period of this Lease, or the
               Lessor may defer any such suit until after the expiration of the
               Basic Term or the then current Renewal Term, in which event such
               suit shall be deemed not to have accrued until the expiration of
               the Basic Term, or the then current Renewal Term; or

         (h)   the Lessor may retain and apply against the Lessor's damages, all
               sums which the Lessor would, absent such Lease Event of Default,
               be required to pay to, or turn over to, the Lessee pursuant to
               the terms of this Lease, including, without limitation, any sums
               which the Lessor may be required to pay to the Lessee under
               Section 14.5.

19.2     Survival of the Lessee's Obligations

         No termination of this Lease, in whole or in part, or repossession of
         any of the Properties or exercise of any remedy under Section 19.1
         shall, except as specifically provided therein, relieve the Lessee of
         any of its liabilities and obligations hereunder. In addition, except
         as specifically provided therein, the Lessee shall be liable, except as
         otherwise provided above, for any and all unpaid Rent due hereunder
         before, after or during the exercise of any of the foregoing remedies,
         including all reasonable legal fees and other costs and expenses
         incurred by the Lessor, the Pass Through Trustee and the Indenture
         Trustee by reason of the occurrence of any Lease Event of Default or
         the exercise of the Lessor's remedies with respect thereto, and
         including all costs and expenses incurred in connection with the return
         of the Properties in the manner and condition required by, and
         otherwise in accordance with the provisions of, Articles 9 and 12
         hereof as if such Properties were being returned at the end of the
         Lease Term. At any sale of the Properties or

                                       42

<PAGE>

         any part thereof or any other rights pursuant to Section 19.1, the
         Lessor or the Indenture Trustee may bid for and purchase such
         Properties.

19.3     Remedies Cumulative; No Waiver; Consents

         To the extent permitted by, and subject to the mandatory requirements
         of, Applicable Laws and Regulations, each and every right, power and
         remedy herein specifically given to the Lessor or otherwise in this
         Lease shall be cumulative and shall be in addition to every other
         right, power and remedy herein specifically given or now or hereafter
         existing at law, in equity or by statute, and each and every right,
         power and remedy whether specifically herein given or otherwise
         existing may be exercised from time to time and as often and in such
         order as may be deemed expedient by the Lessor, and the exercise or the
         beginning of the exercise of any power or remedy shall not be construed
         to be a waiver of the right to exercise at the same time or thereafter
         any right, power or remedy. No delay or omission by the Lessor in the
         exercise of any right, power or remedy or in the pursuit of any remedy
         shall impair any such right, power or remedy or be construed to be a
         waiver of any default on the part of the Lessee or to be an
         acquiescence therein. The Lessor's consent to any request made by the
         Lessee shall not be deemed to constitute or preclude the necessity for
         obtaining the Lessor's consent, in the future, to all similar requests.
         No express or implied waiver by the Lessor of any Lease Event of
         Default shall in any way be, or be construed to be, a waiver of any
         future or subsequent Lease Event of Default.

20.      RIGHT TO PERFORM FOR THE LESSEE

         If the Lessee shall fail to perform or comply with any of its
         agreements contained herein or in any other Operative Document to which
         the Lessee is a party, the Lessor may, on five Business Days' (one
         Business Day's in the case of an emergency) prior notice to the Lessee,
         but only if the Lessee is not diligently attempting to cure such
         failure, perform or comply with such agreement, and the Lessor shall
         not thereby be deemed to have waived any default caused by such
         failure, and the amount of such payment and the amount of the expenses
         of the Lessor (including reasonable attorney's fees and expenses)
         incurred in connection with such payment or the performance of or
         compliance with such agreement, as the case may be, together with
         interest thereon at the Overdue Rate, shall be deemed Supplemental
         Rent, payable by the Lessee to the Lessor upon demand. The provisions
         set forth in the preceding sentence shall not be construed as extending
         or modifying the cure periods otherwise provided under Article 18 with
         respect to Lease Events of Default.

21.      MISCELLANEOUS

21.1     Binding Effect; Successors and Assigns; Survival

         The terms and provisions of this Lease, and the respective rights and
         obligations hereunder of the Lessor and the Lessee, shall be binding
         upon their respective successors, legal representatives and assigns,
         and inure to the benefit of their respective permitted successors and
         assigns, and the express rights hereunder of the Indenture Trustee and
         the Pass Through Trustee shall inure (subject to such conditions as are
         contained herein) to the benefit of their respective permitted
         successors and assigns. The obligations of the Lessee (a) under Section
         3.2 and (b) with respect to any Property or Properties terminated from
         this Lease, where such obligations referenced in clause (a) or (b) were
         accrued prior to the effectiveness of such termination, shall survive
         the termination of this Lease.

                                       43

<PAGE>

21.2     Quiet Enjoyment

         The Lessor covenants that it will not interfere in the Lessee's, and
         any permitted sublessee's, respective peaceful and quiet enjoyment of
         the Properties hereunder during the Lease Term, so long as no Lease
         Event of Default has occurred and is continuing, but subject in all
         cases to Section 16.1; provided that the Lessor shall have no
         responsibility for the actions of the Indenture Trustee, the Pass
         Through Trustee or any Person claiming by, through or under either
         thereof or for any defects in or exceptions to title to the Properties
         other than those which are attributable to Lessor's Liens.

21.3     Notices

         Unless otherwise specifically provided herein, all notices, consents,
         demands, directions, approvals, instructions, requests and other
         communications required or permitted by the terms hereof to be given to
         any Person shall be given as provided in Section 12.3 of the
         Participation Agreement.

21.4     Severability

         Any provision of this Lease that shall be 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 prohibition or
         unenforceability in any jurisdiction shall not invalidate or render
         unenforceable such provision in any other jurisdiction, and the Lessee
         shall remain liable to perform its obligations hereunder except to the
         extent of such unenforceability. To the extent permitted by Applicable
         Laws and Regulations, the Lessee hereby waives any provision of law
         that renders any provision hereof prohibited or unenforceable in any
         respect.

21.5     Amendment; Complete Agreements

         Neither this Lease nor any of the terms hereof may be terminated,
         amended, supplemented, waived or modified orally, but only by an
         instrument in writing signed by the party against which the enforcement
         of the termination, amendment, supplement, waiver or modification shall
         be sought. This Lease, together with the other Operative Documents, is
         intended by the parties as a final expression of their lease agreement
         and as a complete and exclusive statement of the terms thereof, all
         negotiations, considerations and representations between the parties
         having been incorporated herein and therein. No course of prior
         dealings between the parties or their officers, employees, agents or
         Affiliates shall be relevant or admissible to supplement, explain, or
         vary any of the terms of this Lease or any other Operative Document.
         Acceptance of, or acquiescence in, a course of performance rendered
         under this or any prior agreement between the parties or their
         Affiliates shall not be relevant or admissible to determine the meaning
         of any of the terms of this Lease or any other Operative Document. No
         representations, undertakings, or agreements have been made or relied
         upon in the making of this Lease other than those specifically set
         forth in the Operative Documents.

21.6     Headings

         The Table of Contents and headings of the various Articles and Sections
         of this Lease are for convenience of reference only and shall not
         modify, define or limit any of the terms or provisions hereof.

                                       44

<PAGE>

21.7     Counterparts

         This Lease may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered shall be an
         original, but all such counterparts shall together constitute but one
         and the same instrument.

21.8     Governing Law

         This Lease shall in all respects be governed by, and construed in
         accordance with, the laws of the State of New York applicable to
         agreements made and to be performed entirely within such State,
         including all matters of construction, validity and performance, except
         laws governing conflicts of law, provided that to the extent the law of
         the jurisdiction where a Property is located requires that the laws of
         such jurisdiction apply to any aspect of this Lease, then to that
         extent such laws of such jurisdiction will so apply to such Property.

21.9     Apportionments

         Upon any termination of this Lease as to a Property, (a) there shall be
         apportioned, as of the date of such termination all items of income and
         expense, including but not limited to, all rents (including water or
         sewer rents), real estate taxes, assessments, insurance or other
         charges payable with respect to such Property; (b) the Lessee shall
         transfer to Lessor all security deposits (whether cash or other form of
         security) from any sublessee under Assigned Subleases, including Senior
         Subleases, (c) all contracts pertaining to the operation of such
         Property shall, at Lessor's option as to each such contract if it is
         assignable, be assigned to Lessor and assumed by Lessor or its
         designee, (d) Lessee shall undertake such other actions as are
         necessary or appropriate in connection with the termination of this
         Lease and the transfer of possession of the Property to Lessor, (e) the
         Lessee shall deliver to Lessor or its designee at least one complete
         set of as-built plans for the Improvements in Lessee's or its managing
         agent's possession and (f) the Lessee shall deliver to Lessor copies or
         originals of all books and records in Lessee's or its managing agent's
         possession pertaining to the operation of the Property.

21.10    Discharge of the Lessee's Obligations by its Sublessees

         The Lessor agrees that performance by any sublessee of the Lessee's
         obligations hereunder shall constitute performance by the Lessee of
         such obligations to the same extent and with the same effect hereunder
         as if such obligations were performed by the Lessee.

21.11    Nature of Lessor's Obligations

         The Lessee agrees that the officers and directors of the Lessor shall
         not be personally liable for the obligations of the Lessor hereunder.

21.12    Estoppel Certificates

         Each party hereto agrees that at any time and from time to time during
         the Lease Term, it will promptly, but in no event later than thirty
         (30) days after request by the other party hereto, execute, acknowledge
         and deliver to such other party or to any prospective purchaser (if
         such prospective purchaser has signed a purchase agreement, commitment
         or letter of intent to purchase the Properties or any part thereof),
         assignee or mortgagee or third party designated by such other party, a
         certificate stating (a) that this Lease is unmodified and in full force
         and effect

                                       45

<PAGE>

         (or if there have been modifications, that this Lease is in full force
         and effect as modified, and identifying the modification agreements);
         (b) the date to which Basic Rent has been paid; (c) whether or not
         there is any existing default by the Lessee in the payment of Basic
         Rent or any other sum of money hereunder, and whether or not, to the
         knowledge of the signer, there is any other existing default by either
         party with respect to which a notice of default has been served, and,
         if there is any such default, specifying the nature and extent thereof;
         (d) whether or not, to the knowledge of the signer, there are any
         setoffs, defenses or counterclaims against enforcement of the
         obligations to be performed hereunder existing in favor of the party
         executing such certificate and (e) other items that may be reasonably
         requested; provided that no such certificate may be requested unless
         the requesting party has a good faith reason for such request.

21.13    Granting of Easements

         If no Lease Event of Default has occurred and is continuing, the Lessor
         will join with the Lessee from time to time at the request of the
         Lessee (at the Lessee's sole cost and expense) to (a) subject to the
         terms of Sections 14.3 and 14.6, sell, assign, convey or otherwise
         transfer an interest in the Properties to any Person legally empowered
         to take such interest under the power of eminent domain, (b) grant
         easements, licenses, rights of way and other rights and privileges in
         the nature of easements, (c) release existing easements and
         appurtenances affecting the Properties, (d) subject to the terms of
         Sections 14.3 and 14.6, dedicate or transfer unimproved portions of the
         Properties for road, highway or other public purposes, (e) execute
         petitions to have the Properties annexed to any municipal corporation
         or utility district, (f) execute amendments to any covenants and
         restrictions affecting the Properties and (g) execute and deliver any
         instrument, in form and substance reasonably acceptable to the Lessor,
         necessary or appropriate to make or confirm such grants or releases to
         any Person, with or without consideration, but in all cases only if (1)
         the Lessor and the Indenture Trustee shall have received, together with
         the request from the Lessee to make such grant or release, (x) an
         Officer's Certificate of the Lessee stating that such grant or release
         does not interfere with the continued use of the Properties pursuant to
         this Lease and does not reduce the Fair Market Sales Value of the
         Properties except to a de minimis extent, and (y) an Officer's
         Certificate of the Lessee stating the consideration, if any, and that
         such consideration being paid for said sale, grant, easement, license,
         release, right of way, petition, amendment or other such instruments
         described in this paragraph, is in the opinion of the Lessee fair and
         adequate (such consideration, to the extent in the form of cash and/or
         tangible property, to be shared by the Lessor and the Lessee in
         proportion to their respective interests in the affected Properties)
         and (z) a duly authorized and binding undertaking of the Lessee, in
         form and substance reasonably satisfactory to the Lessor, to remain
         obligated under this Lease as though such easement, license,
         right-of-way or other right or privilege has not been granted or
         released, and to perform all obligations of the Lessor, grantor or
         party effecting the release or granting such easement or other interest
         under such instrument of grant or release during the Lease Term and (2)
         the statements in the certificates described in the preceding clauses
         (x) and (y) are accurate. Notwithstanding the foregoing, the Lessor
         shall not be required to grant to any Person an easement allowing
         access to and/or through any portion of the Properties the term of
         which exceeds the Lease Term; provided that this sentence shall not be
         construed to limit the rights of the Lessee to remove Severable
         Improvements and Alterations within a reasonable time beyond the Lease
         Term as provided in Article 12.

                                       46

<PAGE>

21.14    No Joint Venture

         Any intention to create a joint venture or partnership relation between
         the Lessor and the Lessee, is hereby expressly disclaimed.

21.15    No Accord and Satisfaction

         The acceptance by the Lessor of any sums from the Lessee (whether as
         Basic Rent or otherwise) in amounts which are less than the amounts due
         and payable by the Lessee hereunder is not intended, nor shall be
         construed, to constitute an accord and satisfaction of any dispute
         between the Lessor and the Lessee regarding sums due and payable by the
         Lessee hereunder, unless the Lessor specifically deems it as such in
         writing.

21.16    No Merger

         In no event shall the leasehold interest, estate or right of the Lessee
         hereunder, or of the Holder of any Notes secured by a security interest
         in this Lease, merge with any interests, estates or rights of the
         Lessor in or to the Properties, it being understood that such lease
         hold interest, estate and right of the Lessee hereunder, and of the
         Holder of any Notes secured by a security interest in this Lease, shall
         each be deemed to be separate and distinct from the Lessor's interests,
         estates and rights in or to the Properties, notwithstanding that any
         such interests, estates or rights shall at any time or times be held by
         or vested in the same Person; provided, however, that if all of such
         interests, estates or rights at any time shall be held by or vested in
         one Person, such Person may at its option effect a merger of such
         interests by written instrument clearly and specifically evidencing
         such intention.

21.17    Investment of Funds

         Any moneys held by the Lessor or the Indenture Trustee as security
         hereunder (to the extent not applied against the Lessee's obligations
         under the Operative Documents to which the Lessee is a party) at a time
         when a Lease Event of Default or Special Default exists shall, until
         paid to the Lessee or so applied, be invested by the Lessor in
         Permitted Investments, at the Lessee's risk and expense. All such
         amounts, including any gain (including interest received) realized as a
         result of any such investment (net of any fees, Taxes, commissions and
         other expenses, if any, incurred in connection with such investment)
         shall be reinvested, applied or paid over to the Lessee, at its
         direction, upon the Lessee's cure of its Lease Event of Default or
         Special Default.

21.18    True Lease

         This Lease is intended as, and shall constitute, an agreement of lease,
         and nothing herein shall be construed as conveying to the Lessee any
         right, title or interest in or to the Properties, except as a lessee.

                                       47

<PAGE>

IN WITNESS WHEREOF, the undersigned have each caused this Lease Agreement to be
duly executed and delivered and their corporate seals to be hereunto affixed and
attested by their respective officers thereunto duly authorized as of the day
and year first above written.

SIGNED, SEALED AND                          FIRST STATES INVESTORS 3500, LLC, as
DELIVERED IN THE PRESENCE OF:               Lessor


___________________________________         By:_________________________________
Name:                                       Name:  Edward J. Matey, Jr.
                                            Title: Vice President



                                            BANK OF AMERICA, N.A.
                                            as Lessee

___________________________________
Name:

                                            By:_________________________________
                                            Name:  Michael F. Hord
                                            Title: Associate General Counsel

                                       48

<PAGE>

*    Receipt of this original Counterpart No. 1 of the foregoing Lease Agreement
     is hereby acknowledged on ____ day of May, 2003.

                                             WELLS FARGO BANK NORTHWEST,
                                             NATIONAL ASSOCIATION
                                             as Indenture Trustee


                                             By:________________________________
                                             Name:
                                             Title:

*    This language contained in
     original Counterpart No. 1 only

                                       49

<PAGE>

                                    EXHIBIT A

                                FORM OF FMV LEASE


            [Form to be agreed to between the Lessor and the Lessee]

                                       50

<PAGE>

                                    EXHIBIT B

                                FORM OF SUBLEASE

                                       51

<PAGE>

                                    EXHIBIT C

                            FORM OF BANK BRANCH LEASE

                                       52

<PAGE>

                                    EXHIBIT D

                   FORM OF SUBORDINATION, NON-DISTURBANCE AND
                              ATTORNMENT AGREEMENT

                                       53

<PAGE>

                                    EXHIBIT E

                              FORM OF AFR SUBLEASE


            [Form to be agreed to between the Lessor and the Lessee]

                                       54

<PAGE>

                                    EXHIBIT F

                         FORM OF PARTIAL OCCUPANCY LEASE


            [Form to be agreed to between the Lessor and the Lessee]

                                       55

<PAGE>

                                   SCHEDULE 1

                                    [TO COME]

                                       56

<PAGE>

                                   SCHEDULE 2

                                                          Assumed
         Property                                    Termination Date

         Baltimore, MD - Calvert St.                   June 10, 2004

         Arlington, VA                                 June 10, 2004

         Columbia, SC                                  June 10, 2004

         Silver Spring, MD                             June 10, 2004

         College Park (Southside), GA                  June 10, 2004

         Washington, DC                                June 10, 2004

         St. Petersburg, FL                            June 10, 2004

         Tucker (Northeast), GA                        June 10, 2009

         Greensboro, NC                                June 10, 2009

         Baltimore, MD - Charles St.                   June 10, 2015

         Richmond, VA - Villa Park                     June 10, 2022

         Norfolk, VA - Two Commercial                  June 10, 2022

         Richmond, VA - Bank of America Center         June 10, 2022

         Norfolk, VA - Bank of America Center          June 10, 2022

                                       57

<PAGE>

                                   SCHEDULE 3
I.  Address:    Washington Office
                730 15th Street
                Washington, DC

    Land Description:    See Attached Appendix IA.

    List of Personal Property Subject to Lease (if any): See Attached Appendix
    IB.

    Lessor's Cost: $15,590,499.

    Square Feet: 110,841

                                       58

<PAGE>

II.  Address:  St. Petersburg Operations Center
               830 Central Avenue
               St. Petersburg, FL

     Land Description:  See Attached Appendix IIA.

     List of Personal Property Subject to Lease (if any): See Attached Appendix
     IIB.

     Lessor's Cost: $4,296,770.

     Square Feet: 83,108

                                       59

<PAGE>

 IV.  Address:    Southside Center
                  6000 Feldwood Road
                  College Park, GA

      Land Description:    See Attached Appendix IVA.

      List of Personal Property Subject to Lease (if any): See Attached Appendix
      IVB.

      Lessor's Cost: $14,798,688.

      Square Feet:  233,644

                                       60

<PAGE>

V.    Address:     Northeast Center
                   2059 Northlake Parkway
                   Tucker, GA

      Land Description:    See Attached Appendix VA.

      List of Personal Property Subject to Lease (if any): See Attached Appendix
      VB.

      Lessor's Cost: $21,593,123.

      Square Feet: 248,024

                                       61

<PAGE>

VI. Address:    Calvert Center
                225 North Calvert Street
                Baltimore, MD

    Land Description:    See Attached Appendix VIA.

    List of Personal Property Subject to Lease (if any): See Attached Appendix
    VIB.

    Lessor's Cost: $10,396,422.

    Square Feet: 381,422

                                       62

<PAGE>

VII. Address: Charles Street
              100 South Charles Street
              Baltimore, MD

     Land Description: See Attached Appendix VIIA.

     List of Personal Property Subject to Lease (if any): See Attached Appendix
     VIIB.

     Lessor's Cost: $45,788,074.

     Square Feet: 473,324

                                       63

<PAGE>

VIII.  Address:    Viers Mill
                   12125 Viers Mill Road
                   Silver Spring, MD

       Land Description:    See Attached Appendix VIIIA.

       List of Personal Property Subject to Lease (if any): See Attached
       Appendix VIIIB.

       Lessor's Cost:  $1,598,688.

       Square Feet: 27,557

                                       64

<PAGE>

IX.  Address:    Triad Center
                 4161 Piedmont Avenue
                 Greensboro, NC

Land Description:     See Attached Appendix IXA.

List of Personal Property Subject to Lease (if any): See Attached Appendix IXB.

Lessor's Cost: $28,496,363.

Square Feet: 359,652

                                       65

<PAGE>

X. Address: Columbia Control Center
            295 Greystone Boulevard
            Columbia, SC

   Land Description:   See Attached Appendix XA.

   List of Personal Property Subject to Lease (if any):   See Attached Appendix
   XB.

   Lessor's Cost:  $6,198,807.

   Square Feet: 71,962

                                       66

<PAGE>

XI.  Address: Arlington Main
              3401 Columbia Pike
              Arlington, VA

     Land Description:  See Attached Appendix XIA.

     List of Personal Property Subject to Lease (if any):  See Attached Appendix
     XIB.

     Lessor's Cost: $1,598,589.

     Square Feet: 25,624

                                       67

<PAGE>

XII. Address:     Building                     Garage

                  Bank of America Center       Parking Garage
                  One Commercial Place         One Commercial Place
                  Norfolk, VA                  Norfolk, VA

     Land Description:  See Attached Appendix XIIA.

     List of Personal Property Subject to Lease (if any):  See Attached Appendix
     XIIB.

     Lessor's Cost: $21,289,525.

     Square Feet: 339,904

                                       68

<PAGE>

XIII. Address: Building                             Garage

               Bank of America Center Richmond      Shockoe Parking Garage
               1111 East Main Street                12/th/ and Canal Street
               Richmond, VA                         Richmond, VA

      Land Description:  See Attached Appendix XIIIA.

      List of Personal Property Subject to Lease (if any): See Attached Appendix
      XIIIB.

      Lessor's Cost: $50,592,725.

      Square Feet: 540,765

                                       69

<PAGE>

XIV. Address: Two Commercial Place
              Two Commercial Place
              Norfolk, VA

     Land Description:  See Attached Appendix XIVA.

     List of Personal Property Subject to Lease (if any): See Attached Appendix
     XIVB.

     Lessor's Cost: $19,692,844.

     Square Feet: 290,596

                                       70

<PAGE>

XV. Address: Villa Park
             8011 Villa Park
             Richmond, VA

    Land Description:   See Attached Appendix XVA.

    List of Personal Property Subject to Lease (if any):   See Attached Appendix
    XVB.

    Lessor's Cost: $68,095,628.

    Square Feet: 83,108

                                       71

<PAGE>

                                   SCHEDULE 4

                                    [TO COME]

                                       72