Exhibit 10.20


                                 EXECUTION COPY


                                  MASTER LEASE


                      THIS DOCUMENT SECURES FUTURE ADVANCES

                          Dated as of December 29, 1999



                                     between



                         ELECTRONICS FOR IMAGING, INC.,
                                 as the Lessee,


                                       and


                     SOCIETE GENERALE FINANCIAL CORPORATION,
                                 as the Lessor.


         This Master Lease is subject to a lien in favor of the Lender under the
Loan Agreement. This Master Lease has been executed in several counterparts.  To
the extent,  if any, that this Master Lease  constitutes  chattel paper (as such
term is defined in the Uniform  Commercial  Code as in effect in any  applicable
jurisdiction),  no lien on this Master Lease may be created through the transfer
or possession of any counterpart other than the original counterpart  containing
the receipt therefor executed by SOCIETE  GENERALE,  acting through its New York
Branch, as the Lender, on or following the signature page hereof.

This counterpart is not the original counterpart.

<PAGE>

<TABLE>
                                              TABLE OF CONTENTS


                                                  ARTICLE I
                                                 DEFINITIONS

<CAPTION>
<S>    <C>                                                                                                <C>
1.1    Definitions; Interpretation.........................................................................1


                                                  ARTICLE II
                                                MASTER LEASE

2.1    Acceptance and Lease of Property....................................................................2
2.2    Acceptance Procedure................................................................................2
2.3    Lease Term..........................................................................................2
2.4    Title...............................................................................................2


                                                 ARTICLE III
                                               PAYMENT OF RENT

3.1    Rent................................................................................................3
3.2    Payment of Rent.....................................................................................3
3.3    Supplemental Rent...................................................................................3
3.4    Method of Payment...................................................................................3
3.5    Certain Payments....................................................................................4


                                                  ARTICLE IV
                                      QUIET ENJOYMENT; RIGHT TO INSPECT

4.1    Quiet Enjoyment.....................................................................................4
4.2    Right to Inspect....................................................................................4


                                                  ARTICLE V
                                               NET LEASE, ETC.

5.1    Net Lease...........................................................................................4
5.2    No Termination or Abatement.........................................................................5


                                                  ARTICLE VI
                                                  SUBLEASES

6.1    Subletting..........................................................................................6

                                                      i

<PAGE>


                                                 ARTICLE VII
                                           LESSEE ACKNOWLEDGMENTS

7.1    Condition of the Properties.........................................................................7
7.2    Risk of Loss........................................................................................7


                                                 ARTICLE VIII
                                  POSSESSION AND USE OF THE PROPERTIES, ETC.

8.1    Utility Charges.....................................................................................8
8.2    Possession and Use of the Property..................................................................8
8.3    Compliance with Requirements of Laws and Insurance Requirements.....................................8
8.4    Assignment by Lessee................................................................................8


                                                  ARTICLE IX
                                       MAINTENANCE AND REPAIR; RETURN

9.1     Maintenance and Repair; Return.....................................................................9


                                                  ARTICLE X
                                             MODIFICATIONS, ETC.

10.1   Modifications, Substitutions and Replacements......................................................10


                                                  ARTICLE XI
                                         WARRANT OF TITLE; EASEMENTS

11.1   Warrant of Title...................................................................................11
11.2   Grants and Releases of Easements; Lessor's Waivers.................................................11


                                                 ARTICLE XII
                                              PERMITTED CONTESTS

12.1   Permitted Contests in Respect of Applicable Law Other Than Impositions.............................13


                                                 ARTICLE XIII
                                                  INSURANCE

13.1   Public Liability and Workers' Compensation Insurance...............................................13


                                                 ARTICLE XIV
                              CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS



                                                     ii

<PAGE>


14.1   Casualty and Condemnation..........................................................................14
14.2   Environmental Matters..............................................................................16
14.3   Notice of Environmental Matters....................................................................17


                                                  ARTICLE XV
                                            TERMINATION OF LEASE

15.1   Partial Termination upon Certain Events............................................................17
15.2   Termination Procedures.............................................................................18


                                                 ARTICLE XVI
                                              EVENTS OF DEFAULT

16.1   Lease Events of Default............................................................................18
16.2   Remedies...........................................................................................21
16.3   Waiver of Certain Rights...........................................................................26


                                                 ARTICLE XVII
                                           LESSOR'S RIGHT TO CURE

17.1   The Lessor's Right to Cure the Lessee's Lease Defaults.............................................26


                                                ARTICLE XVIII
                                             PURCHASE PROVISIONS

18.1   Purchase of the Properties.........................................................................27


                                                 ARTICLE XIX
                                        EXTENSION OF EXPIRATION DATE

19.1   Extension of Expiration Date.......................................................................28


                                                  ARTICLE XX
                                             REMARKETING OPTION

20.1   Option to Remarket.................................................................................28
20.2   Certain Obligations Continue.......................................................................31


                                                 ARTICLE XXI
                               PROCEDURES RELATING TO PURCHASE OR REMARKETING


                                                     iii

<PAGE>

21.1   Provisions Relating to the Exercise of Purchase Option or Obligation and
         Conveyance Upon Remarketing and Conveyance Upon Certain Other
         Events...........................................................................................31


                                                 ARTICLE XXII
                                            ESTOPPEL CERTIFICATES

22.1   Estoppel Certificates..............................................................................32


                                                ARTICLE XXIII
                                           ACCEPTANCE OF SURRENDER

23.1   Acceptance of Surrender............................................................................32


                                                 ARTICLE XXIV
                                             NO MERGER OF TITLE

24.1   No Merger of Title.................................................................................33


                                                 ARTICLE XXV
                                            INTENT OF THE PARTIES

25.1   Nature of Transaction..............................................................................33


                                                 ARTICLE XXVI
                                                MISCELLANEOUS

26.1   Survival; Severability; Etc........................................................................34
26.2   Amendments and Modifications.......................................................................34
26.3   No Waiver..........................................................................................34
26.4   Notices............................................................................................35
26.5   Successors and Assigns.............................................................................35
26.6   Headings and Table of Contents.....................................................................35
26.7   Counterparts.......................................................................................35
26.8   GOVERNING LAW......................................................................................35
26.9   Liability Limited..................................................................................35
26.10  Original Lease.....................................................................................36
</TABLE>

                                                     iv

<PAGE>

                                  MASTER LEASE

                      THIS DOCUMENT SECURES FUTURE ADVANCES

         THIS MASTER LEASE (this "Master Lease"), dated as of December 29, 1999,
between SOCIETE  GENERALE  FINANCIAL  CORPORATION,  a Delaware  corporation,  as
Lessor (in such capacity,  the "Lessor") and  ELECTRONICS  FOR IMAGING,  INC., a
Delaware corporation, as Lessee (in such capacity, the "Lessee").


                              W I T N E S S E T H:

         WHEREAS,  pursuant to the Participation  Agreement dated as of the date
hereof (as amended,  modified,  restated or supplemented  from time to time, the
"Participation Agreement"),  among the Lessee, as Lessee and Construction Agent,
the Lessor and Societe  Generale,  acting through its New York Branch, as Lender
(the "Lender") under the Loan  Agreement,  the Lender and the Lessor have agreed
to finance the Construction of Improvements on the Properties;

         WHEREAS,   the  Lessor,   on  each  Funding  Date,   will  finance  the
Construction of Improvements on the Properties;

         WHEREAS,  the Lessee, as Construction Agent for the Lessor,  will cause
the Construction of said Improvements to be effected on the Properties;

         WHEREAS,  the  Lessor  desires to lease to the  Lessee,  and the Lessee
desires to lease from the  Lessor,  the  Lessor's  interest  in the Land and the
Improvements constructed thereon; and

         WHEREAS,  each  Property  will be subject  to the terms of this  Master
Lease;

         NOW,  THEREFORE,  in consideration of the foregoing,  and of other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

          I.1  Definitions;  Interpretation.  Capitalized  terms  used  but  not
otherwise defined in this Master Lease have the respective meanings specified in
Appendix  A to this  Master  Lease  (as the same may be  amended,  supplemented,
amended and restated or  otherwise  modified  from time to

                                       1

<PAGE>

time,  "Appendix A to this Master Lease");  and the rules of interpretation  set
forth in Appendix A to this Master Lease shall apply to this Master Lease.


                                   ARTICLE II

                                  MASTER LEASE

         II.1  Acceptance  and Lease of Property.  Subject to the conditions set
forth  in  the  Participation   Agreement,   including  without  limitation  the
satisfaction  or waiver of the conditions  set forth in Article VI thereof,  the
Lessor  hereby  covenants  and agrees to  acquire a  leasehold  interest  in and
simultaneously  to lease to the Lessee hereunder and under the Lease Supplements
for the  Lease  Term,  the  Lessor's  interest  in the  Land  together  with any
Improvements  which  thereafter  may be constructed on such Land pursuant to the
Construction  Agency  Agreement  or this  Master  Lease,  and the Lessee  hereby
agrees, expressly for the direct benefit of the Lessor, to lease from the Lessor
for the Lease Term,  the  Lessor's  interest in such Parcels of Land and in such
Improvements  together  with any  Improvements  so  acquired  by  Lessor,  which
thereafter may be constructed on such Land pursuant to the  Construction  Agency
Agreement and this Master Lease.

         II.2 Acceptance Procedure.  The Lessee hereby agrees that the execution
and delivery by the Lessee on each applicable  Funding Date of an  appropriately
completed  Lease  Supplement  in the form of  Exhibit  A-1 hereto  covering  any
Property shall,  without further act, constitute the acceptance by the Lessee of
the Property  which is the subject of such Lease  Supplement for all purposes of
this  Master  Lease and the  other  Operative  Documents  on the terms set forth
therein and herein.

         II.3 Lease Term.  Unless otherwise  specified in the Lease  Supplement,
the Basic Lease Term (the "Basic  Lease Term") of this Master Lease with respect
to any Property shall begin on the  Completion  Date for such Property and shall
end on the  Expiration  Date. In the event the Basic Lease Term commences on any
day other than the day  following  the last day of the then  effective  Interest
Period,  the  Lessee  shall  pay any  Break  Costs  associated  with  the  early
termination of the Interest Period.

         II.4  Title.  Each  Property  is  leased  to  the  Lessee  without  any
representation or warranty, express or implied, by the Lessor and subject to the
rights of parties in possession, the existing state of title (including, without
limitation,  all Liens other than Lessor Liens) and all applicable  Requirements
of Law. The Lessee  shall in no event have any  recourse  against the Lessor for
any defect in or exception to title to any Property  other than  resulting  from
Lessor Liens.

                                       2

<PAGE>

                                   ARTICLE III

                                 PAYMENT OF RENT

         III.1  Rent.

                  (a) During the Basic  Lease  Term for a  Property,  the Lessee
         shall pay Basic Rent for such Property to the Lessor on each Basic Rent
         Payment Date, on the date required under Section  20.1(g) in connection
         with the Lessee's exercise of the Remarketing Option and on any date on
         which this Master Lease shall  terminate with respect to such Property.
         At least 10 days  prior to each  Basic Rent  Payment  Date,  the Lessor
         shall  deliver  to the  Lessee a notice of the amount of the Basic Rent
         due on such date (the "Invoice"). For the purposes of this Section 3.1,
         delivery of the Invoice by facsimile  transmission,  receipt confirmed,
         will be sufficient.

                  (b) The Lessee's  inability or failure to take  possession  of
         all or any portion of any Property upon  Completion  shall not delay or
         otherwise affect the Lessee's  obligation to pay Rent for such Property
         in accordance with the terms of this Master Lease.

         III.2 Payment of Rent. Rent shall be paid absolutely net to each Person
entitled thereto,  so that this Master Lease shall yield to such Person the full
amount thereof, without setoff, deduction or reduction.

         III.3  Supplemental  Rent.  The  Lessee  shall pay to the Lessor or any
other Person entitled thereto any and all Supplemental Rent promptly as the same
shall  become due and payable,  and if the Lessee fails to pay any  Supplemental
Rent, the Lessor and such other Persons  entitled to the receipt of such payment
shall have all  rights,  powers and  remedies  provided  for herein or by law or
equity or otherwise.  The Lessee shall pay to the Lessor, as Supplemental  Rent,
among  other  things,   on  demand,   to  the  extent  permitted  by  applicable
Requirements of Law, interest at the applicable  Overdue Rate on any installment
of Basic  Rent not paid when due for the  period  for  which  the same  shall be
overdue and on any payment of Supplemental Rent not paid when due or demanded by
the Lessor for the period from the due date or the date of any such  demand,  as
the case  may be,  until  the  same  shall  be  paid.  The  expiration  or other
termination of the Lessee's  obligations  to pay Basic Rent hereunder  shall not
limit or modify the obligations of the Lessee with respect to Supplemental Rent.
Unless  expressly  provided  otherwise in this Master Lease, in the event of any
failure on the part of the Lessee to pay and discharge any Supplemental  Rent as
and when due,  the  Lessee  shall  also  promptly  pay and  discharge  any fine,
penalty,  interest or cost which may be assessed or added under any agreement to
which Lessee is a party or which is  authorized  in writing by the Lessee with a
third party for  nonpayment or late payment of such  Supplemental  Rent,  all of
which shall also constitute Supplemental Rent.

                                       3

<PAGE>


         III.4 Method of Payment.  Each payment of Rent payable by the Lessee to
the Lessor under this Lease or any other Operative Document shall be made by the
Lessee to the Lender as assignee  of the Lessor  under the  Assignment  of Lease
(or,  if all Loans  and all other  amounts  owing to the  Lender  under the Loan
Agreement  and the  other  Operative  Documents  have  been paid in full and all
Commitments of the Lender have been permanently terminated, to the Lessor) prior
to 2:00 p.m., New York City time, to the Account in immediately  available funds
consisting  of lawful  currency of the United States of America on the date when
such payment  shall be due.  Payments  received  after 2:00 p.m.,  New York City
time,  on the date due shall for the  purpose of Section  16.1  hereof be deemed
received on such day;  provided,  however,  that for the  purposes of the second
sentence of Section 3.3 hereof,  such payments  shall be deemed  received on the
next  succeeding  Business  Day  and,  unless  the  Lender  (or the  Lessor,  as
applicable)  is  otherwise  able to  invest  or  employ  such  funds on the date
received,  subject to interest at the Overdue  Rate as provided in such  Section
3.3.

         III.5 Certain Payments.  Payments of Basic Rent,  Supplemental Rent and
other amounts  hereunder  are, as  applicable,  subject to netting and offset as
provided pursuant to Section 7.12 of the Participation Agreement.


                                   ARTICLE IV

                        QUIET ENJOYMENT; RIGHT TO INSPECT

         IV.1 Quiet  Enjoyment.  Subject to Sections 2.4 and 4.2, and subject to
the rights of the  Lessor  contained  in  Article XV and the other  terms of the
Operative  Documents to which the Lessee is a party,  the Lessee shall peaceably
and quietly  have,  hold and enjoy the Property for the Lease Term,  free of any
claim or other action by the Lessor or anyone  claiming by, through or under the
Lessor  (other than the Lessee)  with  respect to any matters  arising  from and
after  the  applicable  Completion  Date.  Such  right  of  quiet  enjoyment  is
independent of, and shall not affect the Lessor's  rights  otherwise to initiate
legal action to enforce the obligations of the Lessee under this Master Lease.

         IV.2 Right to  Inspect.  During the Lease Term,  the Lessee  shall upon
reasonable  notice from the Lessor,  permit the  Lessor,  the Lender,  and their
respective  authorized  representatives  to inspect any Property subject to this
Master Lease during normal business hours,  provided that such inspections shall
not  unreasonably  interfere  with  the  Lessee's  business  operations  at such
Property.


                                    ARTICLE V

                                 NET LEASE, ETC.

                                       4

<PAGE>


         V.1 Net Lease.  This Master  Lease shall  constitute  a net lease.  Any
present or future law to the contrary  notwithstanding,  this Master Lease shall
not terminate,  nor shall the Lessee be entitled to any  abatement,  suspension,
deferment, reduction, setoff, counterclaim, or defense with respect to the Rent,
nor shall the  obligations  of the  Lessee  hereunder  be  affected  (except  as
expressly  herein  permitted and by performance of the obligations in connection
therewith)  by reason  of:  (i) any  defect in the  condition,  merchantability,
design,  construction,  quality or fitness  for use of any  Property or any part
thereof,  or the failure of any Property to comply with all Requirements of Law,
including  any  inability  to  occupy  or use such  Property  by  reason of such
non-compliance;  (ii)  any  damage  to,  removal,  abandonment,  salvage,  loss,
contamination of or Release from, scrapping or destruction of or any requisition
or taking of any Property or any part thereof; (iii) any restriction, prevention
or curtailment of or  interference  with the  construction  on or any use of any
Property or any part thereof including eviction;  (iv) any defect in title to or
rights to any  Property  or any Lien on such title or rights or on any  Property
(other than Lessor  Liens);  (v) any change,  waiver,  extension,  indulgence or
other action or omission or breach in respect of any  obligation or liability of
or by the Lessor or the Lender;  (vi) to the extent permitted by Applicable Law,
any   bankruptcy,   insolvency,    reorganization,    composition,   adjustment,
dissolution,  liquidation or other like proceedings  relating to the Lessee, the
Lessor, the Lender or any other Person, or any action taken with respect to this
Master Lease by any trustee or receiver of the Lessee, the Lessor, the Lender or
any other Person, or by any court, in any such proceeding;  (vii) any claim that
the Lessee has or might have against any Person,  including  without  limitation
the Lessor,  the Lender, or any vendor,  manufacturer,  contractor of or for any
Property; (viii) any failure on the part of the Lessor to perform or comply with
any of the terms of this Master Lease (other than  performance  by the Lessor of
its  obligations  set forth in  Section  2.1  hereof),  of any  other  Operative
Document or of any other agreement;  (ix) any invalidity or  unenforceability or
illegality or disaffirmance of this Master Lease against or by the Lessee or any
provision hereof or any of the other Operative Documents or any provision of any
thereof;  (x) the impossibility or illegality of performance by the Lessee,  the
Lessor or both;  (xi) any  action by any court,  administrative  agency or other
Governmental  Authority;  or (xii)  any  other  cause or  circumstances  whether
similar or  dissimilar to the foregoing and whether or not the Lessee shall have
notice or  knowledge  of any of the  foregoing.  The  Lessee's  agreement in the
preceding  sentence  shall not affect any claim,  action or right the Lessee may
have  against  the  Lessor or any other  Participant,  and  notwithstanding  the
foregoing provisions, nothing contained in this Section 5.1 shall provide Lessor
with any right to payment by the Lessee with  respect to any  Property  prior to
the Completion Date for such Property which is contrary to Lessor's rights under
the Construction Agency Agreement including the limitations set forth in Section
5.4 thereof;  it being the express intention of the parties to this Master Lease
that Lessee shall have no liability  hereunder with respect to any  Construction
Period Property. The parties intend that the obligations of the Lessee hereunder
shall be covenants and  agreements  that are separate and  independent  from any
obligations of the Lessor  hereunder or under any other Operative  Documents and
the obligations of the Lessee shall continue  unaffected unless such obligations

                                       5

<PAGE>

shall have been modified or terminated in accordance  with an express  provision
of this Master Lease.

         V.2 No  Termination  or  Abatement.  The Lessee shall remain  obligated
under  this  Master  Lease in  accordance  with its terms and shall not take any
action to  terminate,  rescind or avoid this  Master  Lease  (except as provided
herein), notwithstanding any action for bankruptcy, insolvency,  reorganization,
liquidation,  dissolution,  or other  proceeding  affecting  the  Lessor  or any
Participant,  or any action with respect to this Master Lease which may be taken
by any trustee,  receiver or liquidator of the Lessor or any  Participant  or by
any court  with  respect  to the Lessor or any  Participant.  The Lessee  hereby
waives all right to terminate or surrender this Master Lease (except as provided
herein) or except as a  consequence  of a  reduction  in the Lease  Balance as a
result of Casualty  or  Condemnation  proceeds  pursuant to the terms of Section
14.1 of this  Master  Lease,  or as a result of a purchase  of any or all of the
Properties pursuant to Section 18.1 of this Master Lease, to avail itself of any
abatement,  suspension,  deferment,  reduction,  setoff, counterclaim or defense
with respect to the Lease Balance.  The Lessee shall remain obligated under this
Master Lease in  accordance  with its terms and the Lessee hereby waives any and
all rights now or  hereafter  conferred  by statute or otherwise to modify or to
avoid strict  compliance  with its  obligations  under this Master Lease and the
Operative Documents.  Notwithstanding any such statute or otherwise,  the Lessee
shall be bound by all of the  terms  and  conditions  contained  in this  Master
Lease.


                                   ARTICLE VI

                                    SUBLEASES

         VI.1  Subletting.  (a) The Lessee may from time to time,  sublease  any
Property  or any portion  thereof to any Person and extend,  modify or renew any
sublease without the approval of Lessor or Lender; provided,  however, that: (i)
no sublease or other  relinquishment  of possession of any Property shall in any
way  discharge  or  diminish  any  of the  Lessee's  obligations  to the  Lessor
hereunder,  and the Lessee shall remain directly and primarily liable under this
Master Lease as to the Properties,  or portion thereof,  so sublet and (ii) each
sublease to an Affiliate of the Lessee shall be made subject and  subordinate to
this Master Lease and to the rights of the Lessor hereunder.

         (b) Lessor hereby agrees,  that, in the event of the early  termination
of this Master  Lease from any cause  whatsoever,  and while any  sublease is in
full force and effect,  such termination of this Master Lease shall not act as a
merger or other termination of such sublease, and Lessee's interest as sublessor
in such  sublease  shall be  deemed  automatically  assigned,  transferred,  and
conveyed to Lessor; and, from and after such termination,  Lessor shall be bound
by the  provisions  of the sublease then in full force and effect on the part of
the Lessee,  as sublessor;  and that the sublessee shall be deemed thereupon and
without  further act to have attorned to Lessor.

                                       6

<PAGE>

It is the intention  hereof to provide that the  termination of this Lease while
such  sublease  is in full force and effect  shall  not,  in any way,  by reason
thereof,  terminate  such sublease or affect the rights of such  sublessee.  The
foregoing is subject to the right of Lessee (or Lessor, if this Master Lease has
terminated) to terminate any sublease which is in default  (notice  thereof,  if
any  required,  having  been given and the time for curing such  default  having
expired) and any other rights and remedies  reserved to Lessee in such sublease,
and any other rights and remedies  afforded to a lessor of real property against
a defaulting lessee.


                                   ARTICLE VII

                             LESSEE ACKNOWLEDGMENTS

         VII.1 Condition of the Properties.  THE LESSEE  ACKNOWLEDGES AND AGREES
THAT  ALTHOUGH  THE  LESSOR  WILL OWN AND HOLD  TITLE TO THE  IMPROVEMENTS,  THE
LESSEE,  ACTING AS CONSTRUCTION  AGENT, IS SOLELY RESPONSIBLE UNDER THE TERMS OF
THE  CONSTRUCTION  AGENCY AGREEMENT FOR THE DESIGN,  DEVELOPMENT,  BUDGETING AND
CONSTRUCTION  OF THE  IMPROVEMENTS  AND ANY  ALTERATIONS OR  MODIFICATIONS.  THE
LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH PROPERTY AND EACH
OF THE IMPROVEMENTS CONSTRUCTED THEREON "AS IS" WITHOUT REPRESENTATION, WARRANTY
OR  COVENANT  (EXPRESS  OR IMPLIED) BY THE LESSOR OR THE LENDER AND IN EACH CASE
SUBJECT TO (A) THE EXISTING STATE OF TITLE  (EXCLUDING  LESSOR  LIENS),  (B) THE
RIGHTS OF ANY  PARTIES IN  POSSESSION  THEREOF,  (C) ANY STATE OF FACTS WHICH AN
ACCURATE  SURVEY OR  PHYSICAL  INSPECTION  MIGHT  SHOW,  AND (D)  VIOLATIONS  OF
REQUIREMENTS  OF LAW WHICH MAY EXIST ON THE DATE HEREOF.  NEITHER THE LESSOR NOR
THE LENDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY
OR  COVENANT  (EXPRESS  OR  IMPLIED)  OR SHALL BE DEEMED  TO HAVE ANY  LIABILITY
WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS),  VALUE,  HABITABILITY,
USE, CONDITION,  DESIGN,  OPERATION,  OR FITNESS FOR USE OF ANY PROPERTY (OR ANY
PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT (EXCEPT SECTION
4.1 HEREOF) WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY (OR ANY
PART  THEREOF)  AND  NEITHER  THE LESSOR NOR THE LENDER  SHALL BE LIABLE FOR ANY
LATENT,  HIDDEN,  OR PATENT DEFECT  THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE
FAILURE OF ANY PROPERTY,  OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF
LAW.

         VII.2 Risk of Loss. Subject to the terms of Section 14.1 of this Master
Lease,  during the Lease Term the risk of loss of or decrease  in the  enjoyment
and  beneficial  use of the  Properties

                                       7

<PAGE>

as a result of the  damage  or  destruction  thereof  by fire,  earthquake,  the
elements, casualties, thefts, riots, wars or otherwise is assumed by the Lessee,
and except  for loss or damages  arising  from the gross  negligence  or willful
misconduct  of  Lessor  or  Lender  or their  respective  agents,  employees  or
contractors,  neither the Lessor nor the Lender shall in any event be answerable
or accountable to Lessee therefor.


                                  ARTICLE VIII

                   POSSESSION AND USE OF THE PROPERTIES, ETC.

         VIII.1  Utility  Charges.  The Lessee shall pay or cause to be paid all
charges for  electricity,  power,  gas, oil,  water,  telephone,  sanitary sewer
service and all other rents and utilities  used in or on the  Properties  during
the Lease  Term.  The Lessee  shall be  entitled to receive any credit or refund
with  respect  to any  utility  charge  paid by the Lessee and the amount of any
credit or refund  received by the Lessor on account of any utility  charges paid
by the Lessee, net of the costs and expenses  reasonably  incurred by the Lessor
in obtaining such credit or refund, shall be promptly paid over to the Lessee.

         VIII.2  Possession and Use of the Property.  After the Completion  Date
for each Property,  each Property shall be used in a manner consistent with this
Master Lease for any lawful  purpose in accordance  with  Applicable  Law now or
hereafter in effect; provided, that such use does not (i) result in a diminution
in the value of the  Property  from that  projected  in the  original  Appraisal
delivered  with respect to such  Property or (ii) violate any  restriction  with
respect to Hazardous  Materials as they relate to such Property  pursuant to the
Operative Documents.  The Lessee shall pay, or cause to be paid, all charges and
costs required in connection  with the use of the Properties as  contemplated by
this  Master  Lease.  The  Lessee  shall not  commit or permit  any waste of the
Properties or any part thereof.

         VIII.3 Compliance with Requirements of Laws and Insurance Requirements.
Subject to the terms of Article XII relating to permitted contests,  the Lessee,
at its sole cost and expense, shall (a) comply in all material respects with all
Requirements  of Law  (including  all  Hazardous  Materials  Laws) and Insurance
Requirements  relating  to the  Properties,  including  the  use,  construction,
operation,  maintenance,  repair and  restoration  thereof  and the  remarketing
thereof  pursuant  to Article  XX,  whether or not  compliance  therewith  shall
require  structural or  extraordinary  changes in the  Improvements or interfere
with the use and  enjoyment of the  Properties,  and (b)  procure,  maintain and
comply  with all  licenses,  permits,  orders,  approvals,  consents  and  other
authorizations required for the construction,  use, maintenance and operation of
the Properties and for the use, operation,  maintenance,  repair and restoration
of the Improvements. Notwithstanding the preceding sentence, the Lessee shall be
deemed to be in  compliance  with all Hazardous  Materials  Laws for purposes of
this Master Lease notwithstanding any Environmental Violation if the severity of
such  Environmental  Violation is less

                                       8

<PAGE>

than Federal,  state or local standards requiring  remediation or removal or, if
such standards are exceeded,  remediation or removal is proceeding in accordance
with all applicable Hazardous Materials Laws.

         VIII.4  Assignment  by Lessee.  The Lessee may not assign  this  Master
Lease or any of its rights or  obligations  hereunder in whole or in part to any
Person.  Notwithstanding the foregoing  sentence,  the Lessee may, so long as no
Event of Default has occurred and is continuing or would result therefrom,  upon
prior  written  notice to each of the Lessor and the Lender,  assign this Master
Lease and all of the Lessee's rights and  obligations  hereunder to an Affiliate
of the Lessee pursuant to an assignment and assumption  agreement and such other
documentation,  including  opinions  of  counsel,  all  in  form  and  substance
reasonably  satisfactory  to the Lessor and the Lender;  provided,  that, in any
event  of  such  assignment,  the  Lessee  shall  deliver  a  guaranty  of  such
Affiliate's  obligation  hereunder  in form and  substance  and in all  respects
satisfactory to the Lessor and the Lender.


                                   ARTICLE IX

                         MAINTENANCE AND REPAIR; RETURN


         IX.1 Maintenance and Repair; Return.

                  (a) From and after the  Completion  Date for a  Property,  the
         Lessee,  at its sole cost and expense,  shall maintain such Property in
         good condition (ordinary wear and tear excepted) and make all necessary
         repairs thereto, of every kind and nature whatsoever,  whether interior
         or exterior, ordinary or extraordinary,  structural or nonstructural or
         foreseen or unforeseen, in each case as required by all Requirements of
         Law and Insurance  Requirements and in no event less than the standards
         applied  by the  Lessee  in the  operation  and  maintenance  of  other
         comparable properties owned or leased by the Lessee or its Affiliates.

                  (b) The Lessor  shall  under no  circumstances  be required to
         build any improvements on any Property, make any repairs, replacements,
         alterations  or renewals of any nature or  description to any Property,
         make any  expenditure  whatsoever in connection  with this Master Lease
         (other than for Advances  made in  accordance  with and pursuant to the
         terms  of the  Participation  Agreement  and  the  Construction  Agency
         Agreement)  or maintain any Property in any way. The Lessee  waives any
         right to (i) require the Lessor to maintain,  repair, or rebuild all or
         any part of any  Property  or (ii) make  repairs at the  expense of the
         Lessor  pursuant  to any  Requirement  of Law,  Insurance  Requirement,
         contract, agreement, or covenant, condition or restriction in effect at
         any time during the Lease Term.

                                       9

<PAGE>


                   (c)  The  Lessee  shall,   upon  the  expiration  or  earlier
         termination  of this Master Lease with  respect to any Property  (other
         than as a result of the  Lessee's  purchase of such  Property  from the
         Lessor as provided  herein),  vacate and surrender such Property to the
         Lessor in its then-current,  "AS IS" condition,  without any express or
         implied  warranty  subject to the Lessee's  obligations  under Sections
         8.3,   9.1(a),   10.1,   11.1,  14.1,  14.2  and  20.1.  Title  to  all
         improvements,   furnishings,   furniture,  fixtures  and  any  personal
         property  of the  Lessee  which  were not  funded by the Lessor and the
         Lender pursuant to the Participation  Agreement,  located on or about a
         Property  whether or not affixed to the realty,  shall,  subject to the
         following sentence, be and remain the property of the Lessee throughout
         the Lease  Term,  and at any time  during  the Lease  Term,  and within
         thirty (30) days following the expiration or earlier  termination date,
         may be removed by the Lessee or, at the Lessee's  election  surrendered
         with the Property,  in which event title to such  surrendered  property
         shall,  if the Lessor so elects,  be deemed  transferred to the Lessor.
         Notwithstanding  the foregoing,  any fixture  constituting  part of the
         Property which is required by Applicable Law or which cannot be removed
         without causing Material damage to or the diminution in the Fair Market
         Sales Value of the  applicable  Property shall at all times remain part
         of the Property.


                                    ARTICLE X

                               MODIFICATIONS, ETC.

         X.1  Modifications,  Substitutions and  Replacements.  During the Lease
Term, the Lessee, at its sole cost and expense, may at any time and from time to
time make alterations,  renovations,  improvements and additions to any Property
or any part thereof and substitutions and replacements  therefor  (collectively,
"Modifications"); provided, however, that:

                           (i) except for any  Modification  required to be made
                  pursuant to a Requirement of Law (a "Required  Modification"),
                  no Modification  shall adversely  affect the Fair Market Sales
                  Value of such  Property  below the  Property  Balance  of such
                  Property  as  a  whole   following  the   completion  of  such
                  Modification;

                           (ii) such  Modifications  shall be (and shall be done
                  in a manner)  consistent with the Plans and Specifications for
                  such Property;

                           (iii) such  Modifications  shall comply with Sections
                  8.3 and 9.1(a); and

                           (iv) the  Lessee  shall have  provided  notice to the
                  Lessor  of any  structural  Modification  the  cost  of  which
                  exceeds 10% of the Improvements Budget for such Property.

                                       10

<PAGE>


         All Modifications  shall remain part of the realty and shall be subject
to this Master Lease;  provided,  however,  that  Modifications that (x) are not
Required Modifications, (y) were not financed by the Participants and (z) can be
removed  without  causing  material  damage to or  diminution in the Fair Market
Sales Value of the Property below the Property  Balance shall be the property of
the Lessee or other  third  party and may be removed by Lessee  during the Lease
Term and up to 30 days following the expiration or earlier  termination  thereof
and shall not be subject  to this  Master  Lease.  The Lessee may place upon the
Properties any trade fixtures, machinery, equipment, inventory or other property
belonging  to the Lessee or third  parties  and may  remove  the same,  subject,
however,  to the terms of Section  9.1(a);  provided,  however,  that such trade
fixtures,  machinery,  equipment,  inventory  or other  property  can be removed
without causing  material damage to or diminution in the Fair Market Sales Value
of the Property below the Property Balance; provided, further, however, that the
Lessee shall keep and maintain at the  Properties  and shall not remove from the
Properties  any  Equipment  financed or otherwise  paid for by the  Participants
pursuant to the Participation Agreement.


                                   ARTICLE XI

                           WARRANT OF TITLE; EASEMENTS

         XI.1 Warrant of Title.

                  (a) The Lessee agrees that except as otherwise provided herein
         and subject to the terms of Article 12 relating to permitted  contests,
         the Lessee shall not directly or indirectly  create or allow to remain,
         and  shall   (subject  to  the   limitations  of  Section  5.4  of  the
         Construction  Agency Agreement which shall apply to Lessee's  liability
         under  this  Section  11.1  prior  to  the  Completion  Date)  promptly
         discharge at its sole cost and expense, any Lien (other than any Lessor
         Lien or any Permitted Property Lien), defect,  attachment,  levy, title
         retention agreement or claim upon any Property or any Lien, attachment,
         levy or claim with  respect to the Rent or with  respect to any amounts
         held by the Lessor or the Lender  pursuant to the Loan Agreement or the
         other  Operative  Documents,  other than  Permitted  Property Liens and
         Liens on machinery,  equipment,  general intangibles and other personal
         property  not  financed  by the  proceeds  of the  Loans or the  Lessor
         Amounts.

                  (b) Nothing  contained in this Master Lease shall be construed
         as  constituting  the  consent  or  request  of the Lessor or any other
         Participant,  expressed or implied,  to or for the  performance  by any
         contractor,  mechanic, laborer, materialman,  supplier 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 any
         Property or any part  thereof.  NOTICE IS HEREBY GIVEN THAT NEITHER THE
         LESSOR NOR THE LENDER IS

                                       11

<PAGE>

         OR SHALL BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO
         BE FURNISHED TO THE LESSEE, OR TO ANYONE HOLDING A PROPERTY 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 OR THE LENDER IN AND TO ANY PROPERTY.

         XI.2  Grants and Releases of Easements; Lessor's Waivers.

                  (a)  Provided  that no  Lease  Event  of  Default  shall  have
         occurred and be  continuing,  and subject to the provisions of Articles
         VII,  IX and X and  Section  8.3,  the Lessor  hereby  consents in each
         instance to the following  actions by the Lessee as the Lessor's agent,
         and   the   Lessor   hereby    appoints   the   Lessee   the   Lessor's
         attorney-in-fact,  with  full  authority  in the place and stead of the
         Lessor to take such  action or  actions  from time to time  during  the
         Lease Term, but at the Lessee's sole cost and expense: (i) the granting
         of easements,  licenses,  rights-of-way and other rights and privileges
         in the nature of easements  reasonably  necessary or desirable  for the
         use, repair,  or maintenance of any Property as herein  provided;  (ii)
         the  release of  existing  easements  or other  rights in the nature of
         easements which are for the benefit of any Property;  (iii) if required
         by   applicable   Governmental   Authority  in   connection   with  the
         Construction,  the dedication or transfer of unimproved portions of any
         Property  for  road,  highway  or  other  public  purposes;   (iv)  the
         imposition  of and the  execution of  amendments  to any  covenants and
         restrictions;  (v) the filing and processing of Site Development Permit
         Amendments, Parcel Maps, Tentative Maps, Development Agreements and any
         and  all  other  permit  applications,   authorizations,   entitlement,
         agreements  with any  government  or  regulatory  agency or  amendments
         thereof,  or other  documents  reasonably  required or  beneficial  for
         construction  or  Modification  of the  Improvements,  or amendments to
         Permitted Property Liens or governmental permits or approvals affecting
         any Property; and (vi) the execution and filing of tract or parcel maps
         subdividing  the Land into lots or  parcels or  reconfiguring  existing
         lots or parcels;  provided,  however, that in each case (A) such grant,
         release, dedication,  transfer, imposition or amendment does not reduce
         the Fair Market Sales Value of the applicable Property, (B) such grant,
         release,  dedication,  transfer  or  amendment  that  in  the  Lessee's
         judgment is reasonably  necessary or beneficial in connection  with the
         use, maintenance, alteration or improvement of the applicable Property,
         (C) such grant, release, dedication,  transfer, imposition or amendment
         will not cause the applicable  Property or any portion  thereof to fail
         to  comply  with the  provisions  of this  Master  Lease  or any  other
         Operative  Documents and all  Requirements of Law  (including,  without
         limitation,  all applicable zoning, planning,  building and subdivision
         ordinances,  all  applicable  restrictive  covenants and all applicable
         architectural  approval  requirements);  (D) any  and all  governmental
         consents  or  approvals   required   prior  to  such  grant,   release,
         dedication,  transfer,  imposition,  annexation or amendment  have been
         obtained,  and any and all filings  required  prior to

                                       12

<PAGE>

         such action have been made; (E) the Lessee shall remain obligated under
         this  Master  Lease and under any  instrument  executed  by the  Lessee
         consenting to the  assignment of the Lessor's  interests in this Master
         Lease as security  for  indebtedness,  in each such case in  accordance
         with  their  terms,   substantially  as  though  such  grant,  release,
         dedication,  transfer or  amendment  had not been  effected and (F) the
         Lessee shall pay and perform any  obligations  of the Lessor under such
         grant, release, dedication,  transfer, imposition or amendment. Without
         limiting the effectiveness of the foregoing, the Lessor shall, upon the
         request  of the  Lessee,  and at the  Lessee's  sole cost and  expense,
         execute and deliver any instruments necessary or appropriate to confirm
         any such grant, release, dedication,  transfer, imposition or amendment
         to any Person permitted under this Section 11.2(a)  including  landlord
         waivers with respect to any of the foregoing.

                  (b) The Lessor  acknowledges  the Lessee's  (and any permitted
         sublessee's)   right  to  finance  and  to  secure  under  the  Uniform
         Commercial  Code,   inventory,   furnishings,   furniture,   equipment,
         machinery,  leasehold  improvements and other personal property located
         at the  Properties  other  than  Equipment,  and the  Lessor  agrees to
         execute Lessor waiver forms and release of Lessor Liens in favor of any
         purchase  money  seller,  lessor or lender  which has  financed  or may
         finance in the future such items.


                                   ARTICLE XII

                               PERMITTED CONTESTS

         XII.1  Permitted  Contests  in  Respect  of  Applicable  Law Other Than
Impositions.  Except to the extent otherwise  provided in Section 13.5(b) of the
Participation Agreement regarding Taxes and other Impositions, if, to the extent
and for so long as (a) a test, challenge, appeal or proceeding for review of any
Applicable  Law relating to any Property  shall be prosecuted  diligently and in
good faith in appropriate  proceedings by the Lessee or (b) compliance with such
Applicable Law shall have been excused or exempted by a valid nonconforming use,
variance  permit,  waiver,  extension  or  forbearance,  the Lessee shall not be
required to comply with such  Applicable Law but only if and so long as any such
test,  challenge,   appeal,  proceeding,   waiver,  extension,   forbearance  or
noncompliance shall not, in the reasonable opinion of the Lessor and the Lender,
involve (A) any risk of criminal  liability  being  imposed on the Lessor or the
Lender or (B) any risk of (1) foreclosure,  forfeiture or loss of such Property,
or any  material  part  thereof,  or (2)  the  nonpayment  of  Rent  or (C)  any
substantial  risk of (1) the sale of, or the  creation of any Lien (other than a
Permitted  Property  Lien) on, any part of such  Property,  (2) civil  liability
being imposed on the Lessor, the Lender, or such Property, or (3) enjoinment of,
or interference with, the use, possession or disposition of such Property in any
material respect.  Lessor, at Lessee's sole cost and expense,  shall execute and
deliver to Lessee such  authorizations  and other documents as may reasonably be
required in connection with any such permitted contest.

                                       13

<PAGE>

         The Lessor will not be required to join in any proceedings  pursuant to
this Section 12.1 unless a provision of any  Applicable  Law requires  that such
proceedings  be brought by or in the name of the  Lessor;  and in that event the
Lessor will join in the  proceedings  or permit  them or any part  thereof to be
brought  in its  name  if and so  long as (i) the  Lessee  has not  elected  the
Remarketing Option and (ii) the Lessee pays all related expenses and indemnifies
the Lessor and the Lender with respect to such proceedings.


                                  ARTICLE XIII

                                    INSURANCE

         XIII.1 Public Liability and Workers' Compensation Insurance.

          (a) During the Lease Term, the Lessee shall procure and carry,  at the
Lessee's  sole cost and expense,  commercial  general  liability  insurance  for
claims for injuries or death sustained by persons or damage to property while on
the  Properties  and such other public  liability  coverages  as are  ordinarily
procured by the Lessee or its Affiliates who own or operate similar  properties,
but in any case shall  provide  liability  coverage of at least  $2,000,000  per
person and $1,000,000 for property damage per  occurrence.  Such insurance shall
be on terms and in amounts that are no less favorable than insurance  maintained
by the Lessee or such  Affiliates  with respect to similar  properties that they
own and that are in accordance with normal industry  practice.  The policy shall
be  endorsed to include the Lessor and the Lender as  additional  insureds.  The
policy  shall also  specifically  provide  that the policy  shall be  considered
primary insurance which shall apply to any loss or claim before any contribution
by any insurance which the Lessor or the Lender may have in force.

         (b) During the Basic  Lease  Term,  the Lessee  shall have the right to
self-insure  with  respect to any of the  insurance  required  under this Master
Lease so long as (i) the Lessee is a publicly traded domestic  corporation whose
stock is traded on a  nationally  recognized  exchange;  (ii) the Lessee has not
assigned this Master Lease;  (iii) the Lessee maintains a consolidated net worth
(determined as provided in Section 10.2.1 of the Participation  Agreement) of at
least $400 million according to its most recent audited financial statement; and
(iv) the Lessee  governs  and  manages  its  self-insurance  program in a manner
consistent with programs  managed by prudent  businesses whose stock is publicly
traded on nationally recognized exchanges. Upon request, the Lessee shall supply
the Lessor from time to time with evidence reasonably satisfactory to the Lessor
of the Lessee's net worth and the satisfaction of the condition set forth above.
If the Lessee elects to self-insure,  the Lessee shall be responsible for losses
or liabilities  which would have been assumed by the insurance  companies  which
would have issued the  insurance  required of the Lessee under the Master Lease.
The Lessee  will notify the Lessor in advance of any period for which it intends
to  self-insure  and shall  provide  Lessor with  satisfactory  evidence that it
complies with these  requirements  in order to give the Lessor an opportunity to
confirm the

                                       14

<PAGE>

satisfaction  of the  conditions  set  forth  above.  For so long as the  Lessee
self-insures,  the  Lessee,  for  applicable  periods,  shall  and  does  hereby
indemnify  and hold  harmless  the  Lessor,  its  officers,  directors,  agents,
employees and representatives  from and against all costs,  damages, or expenses
(including  reasonable  attorneys'  fees)  incurred  or paid by the  Lessor as a
result of any claim  customarily  covered by a broad-form  policy of  commercial
general liability insurance, including a contractual liability endorsement.


                                   ARTICLE XIV

                CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS

         XIV.1 Casualty and Condemnation.

                   (a) Subject to the  provisions of this Article XIV, if all or
         a portion of any  Property is damaged or  destroyed in whole or in part
         by a Casualty  or if the use,  access,  occupancy,  easement  rights or
         title  to any  Property  or any  part  thereof,  is  the  subject  of a
         Condemnation, then

                           (i) any  insurance  proceeds  payable with respect to
                  such  Casualty  shall be paid  directly  to the  Lessee (or if
                  received by the Lessor,  shall be paid over to the Lessee) for
                  the sole purpose of  reconstruction,  refurbishment and repair
                  of  such  Property;   provided,   that  such   reconstruction,
                  refurbishment  or repair can be completed  prior to the end of
                  the Lease  Term;  provided,  further,  that in the event  that
                  either (i) such reconstruction, refurbishment or repair cannot
                  be  completed  prior to the end of the Lease  Term or (ii) the
                  Lessee   shall  elect  not  to  use  such   proceeds  for  the
                  reconstruction, refurbishment or repair of such Property, then
                  all such  insurance  proceeds  payable  with  respect  to such
                  Casualty shall be paid to the Lessor to be applied towards the
                  payment of the Lease Balance in accordance with Section 7.2 of
                  the Participation Agreement, and

                           (ii) (x) in the case of a Condemnation (that is not a
                  Significant  Condemnation)  of  any  part  of  any  Land  (not
                  including   the   applicable   Improvements),   any  award  or
                  compensation  relating thereto shall be paid to the Lessee for
                  the sole purpose of  restoration  of such Property  (provided,
                  that such restoration can be completed prior to the end of the
                  Lease  Term) or else shall be paid to the Lessor to be applied
                  in the Lessor's and the Lender's reasonable  discretion to the
                  partial restoration of such Property or towards the payment of
                  the  applicable  Lease  Balance,  and  (y)  in the  case  of a
                  Significant Condemnation,  such award or compensation shall be
                  paid to the  Lessor  to be  applied  in the  Lessor's  and the
                  Lender's  reasonable  discretion  to the  restoration  of such
                  Property or

                                       15

<PAGE>

                  toward  the  payment  of  the  applicable   Lease  Balance  in
                  accordance with Article VII of the Participation Agreement;

         provided,  however,  that,  in each case,  if a Lease  Event of Default
         shall have  occurred and be  continuing,  such award,  compensation  or
         insurance proceeds shall be paid directly to the Lessor or, if received
         by the  Lessee,  shall be held in trust for the Lessor and the  Lender,
         and shall be paid by the  Lessee to the  Account to be  distributed  in
         accordance with Article VII of the Participation Agreement. All amounts
         held by the Lessor or the Lender when a Lease  Event of Default  exists
         hereunder on account of any award,  compensation or insurance  proceeds
         either paid  directly to the Lessor or the Lender or turned over to the
         Lessor or the Lender  shall at the  option of the Lessor  either be (i)
         paid to the Lessee for the repair of damage  caused by such Casualty or
         Condemnation  in  accordance  with clause (d) of this Section  14.1, or
         (ii) applied to the  repayment of the Lease Balance of such Property on
         the  Termination  Date with respect to such Property in accordance with
         Article XV.

                   (b) The  Lessee  may  appear in any  proceeding  or action to
         negotiate,  prosecute,  adjust  or  appeal  any  claim  for any  award,
         compensation  or insurance  payment on account of any such  Casualty or
         Condemnation  and  shall  pay all  expenses  thereof.  At the  Lessee's
         reasonable  request,  and at the Lessee's  sole cost and  expense,  the
         Lessor and the Lender shall participate in any such proceeding, action,
         negotiation, prosecution or adjustment. The Lessor and the Lessee agree
         that this Master  Lease shall  control the rights of the Lessor and the
         Lessee in and to any such award, compensation or insurance payment.

                  (c) If the  Lessor or the  Lessee  shall  receive  notice of a
         Casualty or of an actual,  pending or  threatened  Condemnation  of any
         Property or any interest therein, the Lessor or the Lessee, as the case
         may be,  shall  give  notice  thereof  to the other  and to the  Lender
         promptly after the receipt of such notice.

                  (d) If pursuant  to this  Section  14.1 and Section  15.1 this
         Master  Lease  shall  continue  in full  force and effect  following  a
         Casualty  or  Condemnation  with  respect to any  Property,  the Lessee
         shall, at its sole cost and expense (and,  without  limitation,  if any
         award,  compensation or insurance  payment is not sufficient to restore
         such Property in accordance  with this clause (d), the Lessee shall pay
         the  shortfall),  promptly  and  diligently  repair  any damage to such
         Property caused by such Casualty or Condemnation in conformity with the
         requirements  of Sections 8.3 and 9.1, to restore  such  Property to at
         least the same  condition,  operative  value and useful life as existed
         immediately prior to such Casualty or Condemnation.  Upon completion of
         such  restoration,  the Lessee shall furnish to the Lessor  (which,  in
         turn,  shall  furnish to the  Lender)  an  architect's  certificate  of
         substantial   completion  and  a  Responsible   Officer's   Certificate
         confirming that such  restoration  has been completed  pursuant to this
         Master Lease.

                                       16

<PAGE>

                  (e) In no event  shall a Casualty or  Condemnation  affect the
         Lessee's  obligations to pay Rent pursuant to Section 3.1 or to perform
         its  obligations  and pay any  amounts  due on the  Expiration  Date or
         pursuant to Articles XVIII and XXI.

                  (f) Any Excess Casualty/Condemnation  Proceeds received by the
         Lessor or the Lender in respect of a Casualty or Condemnation  shall be
         turned over to the Lessee.

         XIV.2  Environmental  Matters.  Promptly upon the Lessee's knowledge of
the existence of an  Environmental  Violation with respect to any Property,  the
Lessee shall notify the Lessor in writing of such  Environmental  Violation.  If
the Lessor  elects  not to  terminate  this  Master  Lease with  respect to such
Property  pursuant to Section 15.1,  at the Lessee's sole cost and expense,  the
Lessee shall promptly and diligently  commence any response,  clean up, remedial
or other action  necessary to remove,  clean up or remediate  the  Environmental
Violation  in  accordance  with the terms of  Section  8.3  (including  the last
sentence  thereof).  The Lessee shall, upon completion of remedial action by the
Lessee,  cause  to  be  prepared  by  an  environmental   consultant  reasonably
acceptable to the Lessor a report describing the Environmental Violation and the
actions  taken by the Lessee (or its agents) in  response to such  Environmental
Violation,  and a statement by the consultant that the  Environmental  Violation
has been  remedied  in  compliance  in all  material  respects  with  applicable
Hazardous  Materials Laws. Each such  Environmental  Violation shall be remedied
prior to the  Expiration  Date unless  each  Property  with  respect to which an
Environmental  Violation  has  occurred  but  has not  been  remedied  has  been
purchased by the Lessee in accordance with Section 18.1. Nothing in this Article
XIV shall reduce or limit the Lessee's  obligations under Sections 13.1, 13.2 or
13.3 of the Participation Agreement.

         XIV.3  Notice  of  Environmental  Matters.  Promptly,  but in any event
within thirty (30)  Business Days from the date the Lessee has actual  knowledge
thereof pursuant to written notice from any Governmental  Authority,  the Lessee
shall provide to the Lessor written  notice of any pending or threatened  claim,
action or proceeding involving any Hazardous Materials Laws or any Release on or
in connection  with any Property.  All such notices shall describe in reasonable
detail the nature of the claim,  action or proceeding and the Lessee's  proposed
response thereto.  In addition,  the Lessee shall provide to the Lessor,  within
thirty (30) Business Days of receipt,  copies of all written communications with
any Governmental Authority relating to any Environmental Violation in connection
with any Property.  The Lessee shall also promptly provide such detailed reports
of any such material environmental claims. In the event that the Lessor receives
written  notice  of any  pending  or  threatened  claim,  action  or  proceeding
involving any Hazardous  Materials Laws or any Release on or in connection  with
the Property,  the Lessor shall promptly give notice thereof to the Lessee.  For
purposes of this  paragraph,  "actual  knowledge"  of the Lessee  shall mean the
actual  knowledge of the Lessee's Senior Director of Facilities and Real Estate,
who is responsible for the day to day operations of the Properties.

                                       17

<PAGE>

                                   ARTICLE XV

                              TERMINATION OF LEASE

         XV.1 Partial  Termination upon Certain Events.  If any of the following
occurs during the Basic Lease Term with respect to any Parcel of Land or related
Improvements:

                           (i) a Significant Casualty occurs;

                           (ii) a Significant Condemnation occurs; or

                           (iii)  an   Environmental   Violation  occurs  or  is
                  discovered  the  cost of  remediation  of which  would  exceed
                  $5,000,000  (x) and such  violation  has not  been  remediated
                  within 180 days after the  occurrence  or discovery or (y) the
                  Lessee has notified the Lessor prior to the expiration of such
                  180 day  period  that the  violation  will  not be  remediated
                  within such period;

                           and the Lessor  shall have  given  written  notice (a
                  "Termination  Notice") to the Lessee that, as a consequence of
                  such event (x) the Lease Supplement relating to such Parcel of
                  Land and related Improvements is to be terminated and (y) this
                  Master Lease is to be  terminated  with respect to such Parcel
                  of Land and  related  Improvements,  then the Lessee  shall be
                  obligated to purchase the Lessor's  interest in such  affected
                  Parcel of Land and related  Improvements  within 30 days after
                  Lessee's receipt of the Termination  Notice,  by paying to the
                  Lessor an amount equal to the Lease Balance  allocable to such
                  affected Parcel of Land and related Improvements.

         XV.2 Termination  Procedures.  On the date of the payment by the Lessee
of the portion of the Lease Balance allocable to the affected Parcel of Land and
related   Improvements   in  accordance   with  Section  15.1  (such  date,  the
"Termination  Date"), the Lease Supplement relating to each such affected Parcel
of Land and related  Improvements  shall  terminate  and this Master Lease shall
terminate with respect to each such Parcel of Land and related Improvements and,
concurrent with the Lessor's receipt of such payment,

                  (a) each such Parcel of Land and related Improvements shall be
         conveyed to the Lessee (or to the Lessee's designee) "AS IS" and in its
         then  present  physical  condition  free of Lessor Liens and the Lessor
         shall  execute  and  deliver  a  termination  of  Ground  Lease  and an
         assignment  of the Lessor's  entire  interest in the Parcel of Land and
         the Improvements  thereon with respect to such Land in recordable form;
         and

                  (b) in the case of a  termination  pursuant  to clause  (i) or
         (ii) of Section  15.1,  the Lessor  shall  convey to the Lessee any Net
         Proceeds  with  respect  to the  Significant

                                       18

<PAGE>

         Casualty or Significant  Condemnation giving rise to the termination of
         this  Master  Lease  with  respect to such  Parcel of Land and  related
         Improvements  theretofore  received by the Lessor or, at the request of
         the Lessee,  such amounts shall be applied towards payment of the Lease
         Balance   allocable  to  the  affected   Parcel  of  Land  and  related
         Improvements.


                                   ARTICLE XVI

                                EVENTS OF DEFAULT

         XVI.1 Lease Events of Default. The occurrence of any one or more of the
following  events  (whether 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) shall  constitute a "Lease Event of
Default":

                  (a) the  Lessee  shall  fail to make  payment of (i) any Basic
         Rent  within  three (3)  Business  Days after the same shall be due and
         payable,  (ii) any  Supplemental  Rent due and payable  within five (5)
         Business Days after  receipt of written  notice  thereof,  or (iii) any
         Property  Balance,  Lease  Balance,  Purchase  Option  Price or Maximum
         Recourse Amount on the date due therefor; or

                  (b) the  Lessee  shall  fail to  deposit  with the  Collateral
         Agent,  on  the  Business  Day  next  succeeding  the  occurrence  of a
         Deficiency Date, the Deficiency Collateral;

                  (c) the Lessee shall not be in compliance with Section 10.2 of
         the Participation  Agreement (which breach shall constitute an Event of
         Default  hereunder  even if the Basic Lease Term has not commenced with
         respect to any Property);

                  (d) the Lessee  shall  fail to  observe  or perform  any term,
         covenant or  condition  of the Lessee  under this  Master  Lease or the
         other  Operative  Documents  to  which  it is party  other  than  those
         described  in the  foregoing  clauses  (a),  (b) or (c) of this Section
         16.1,  and,  in each such  case,  such  failure  shall  have  continued
         unremedied for thirty (30) days after written  notice;  provided,  that
         such cure period shall be extended from thirty (30) days to one-hundred
         and twenty (120) days if such term,  covenant or condition is,  without
         prejudice to the Lessor and/or the Lender,  curable or  remediable  and
         the  Lessee is at all times  during  such  extended  period  diligently
         taking action  reasonably  satisfactory to the Lessor and the Lender to
         so cure or remedy  default;  provided,  further,  that  failure  by the
         Lessee to fully  comply with the  requirements  of Section  20.1 hereof
         shall not be subject to any cure period;  provided,  further, that, for
         purposes of clarification, the failure by the Lessee to comply with the
         foregoing  clauses  (a),  (b) or (c) of this  Section 16.1 shall not be
         subject  to any cure  period  except  as  expressly  set  forth in such
         clauses (a), (b) or (c);

                                       19

<PAGE>

                   (e) any representation or warranty made or deemed made by the
         Lessee herein or in any Operative Document or which is contained in any
         certificate,  document or financial or other statement furnished at any
         time under or in connection with any Operative  Document shall prove to
         have been incorrect,  false or misleading in any material respect on or
         as of the date made or deemed made,  unless the fact or condition which
         made such representation of warranty incorrect, false or misleading is,
         without  prejudice  to  the  Lessor  and/or  the  Lender,   curable  or
         remediable  and the  Lessee is at all times  diligently  taking  action
         reasonably  satisfactory  to the  Lessor  and the  Lender to so cure or
         remedy  such fact or  condition  in order to make  such  representation
         and/or  warranty  true and correct in all material  respects,  in which
         event the Lessee shall have  one-hundred and eighty (180) days from the
         date such representation or warranty was made or deemed made to cure or
         remedy such default;

                  (f) a Construction Agency Agreement Event of Default for which
         the Lessor shall have full recourse  against the Lessee in its capacity
         as Construction Agent shall have occurred and be continuing:

                  (g) any  Operative  Document  or any Lien  granted  under  any
         Operative  Document  shall,  taken as a whole,  terminate,  cease to be
         effective  against,  or  cease  to be the  legal,  valid,  binding  and
         enforceable obligation of the Lessee;

                  (h) the  Lessee  shall  directly  or  indirectly  contest  the
         effectiveness,  validity,  binding  nature  of  enforceability  of  any
         Operative Document or any Lien granted under any Operative Document;

                   (i) any member of the ERISA  Group shall fail to pay when due
         an amount or amounts aggregating in excess of $5,000,000 which it shall
         have become liable to pay under Title IV of ERISA;  or notice of intent
         to terminate a Material  plan shall be filed under Title IV of ERISA by
         any  member  of  the  ERISA  Group,  any  plan   administrator  or  any
         combination of the foregoing;  or the PBGC shall institute  proceedings
         under Title IV of ERISA to terminate,  to impose  liability (other than
         for premiums  under Section 4007 of ERISA) in respect of, or to cause a
         trustee to be appointed to administer any Material Plan; or a condition
         shall  exist by reason of which the PBGC would be  entitled to obtain a
         decree adjudicating that any Material Plan must be terminated; or there
         shall occur a complete or partial withdrawal from, or a default, within
         the meaning of Section  4219(c)(5)  of ERISA,  with  respect to, one or
         more  Multiemployer  plans which could cause one or more members of the
         ERISA  Group  to  incur a  current  payment  obligation  in  excess  of
         $5,000,000;

                  (j) any judgements or orders for the payment of money,  in any
         case not covered by  insurance,  individually  or in the  aggregate  in
         excess of  $10,000,000  shall be  rendered

                                       20

<PAGE>

         against  the  Lessee  and  such   judgment  or  order  shall   continue
         unsatisfied and unstayed  (pursuant to laws, rules or court orders) for
         a period of thirty (30) days;

                  (k) a default  shall occur in the payment when due (subject to
         any applicable grace period),  whether by acceleration or otherwise, of
         any Indebtedness of the Lessee or any of its Consolidated  Subsidiaries
         having a principal amount,  individually or in the aggregate, in excess
         of  $10,000,000,  or a  default  shall  occur  in  the  performance  or
         observance  of  any  obligation  or  condition  with  respect  to  such
         Indebtedness  if the  effect  of  such  default  is to  accelerate  the
         maturity  of any  such  Indebtedness  or such  default  shall  continue
         unremedied for any applicable  period of time  sufficient to permit the
         holder or holders  of such  Indebtedness,  or any  trustee or agent for
         such  holders,  to cause such  Indebtedness  to become due and  payable
         prior to its expressed maturity;

                  (l) [Intentionally Omitted]

                  (m) the Lessee shall fail to maintain the  insurance  required
         under Article XIII hereof or shall fail to observe or perform any term,
         covenant on condition to be performed by it under  Section 20.1 of this
         Master Lease;

                  (n) the Lessee shall (i) admit in writing its inability to pay
         its debts  generally as they become due, (ii) file a petition under the
         United States bankruptcy laws or any other applicable insolvency law or
         statute  of the United  States of America or any State or  Commonwealth
         thereof,  (iii)  make a  general  assignment  for  the  benefit  of its
         creditors,  (iv) consent to the  appointment of a receiver of itself or
         the whole or any  substantial  part of its property,  (v) fail to cause
         the discharge of any custodian,  trustee or receiver  appointed for the
         Lessee or the whole or a substantial  part of its property within sixty
         (60) days after  such  appointment,  or (vi) file a petition  or answer
         seeking  or  consenting  to  reorganization  under  the  United  States
         bankruptcy  laws or any other  applicable  insolvency law or statute of
         the United States of America or any State or Commonwealth thereof; or

                  (o)  insolvency  proceedings  or a  petition  under the United
         States  bankruptcy  laws  or any  other  applicable  insolvency  law or
         statute  of the United  States of America or any State or  Commonwealth
         thereof  shall be filed  against  the Lessee and not  dismissed  within
         sixty (60) days from the date of its filing (provided, that the Lessee,
         hereby expressly authorizes the Lessor and each Lender to appear in any
         court conducting any such proceeding  during such sixty (60) day period
         to  preserve,  protect and defend  their  respective  rights  under the
         Operative Documents),  or a court of competent jurisdiction shall enter
         an order or decree  appointing,  without the  consent of the Lessee,  a
         receiver of the Lessee or the whole or a substantial part of any of its
         property,  and such  order or decree  shall not be vacated or set aside
         within sixty (60) days from the date of the entry thereof.

                                       21

<PAGE>

         XVI.2  Remedies.  Upon the occurrence of any Lease Event of Default and
the  declaration  thereof,  the Lease Balance due hereunder  without further act
shall be accelerated and be deemed to be due and payable  hereunder,  and at any
time  thereafter,  the Lessor may,  subject to the last three paragraphs of this
Section 16.2 and so long as such Lease Event of Default is continuing, do one or
more of the  following  as the Lessor in its sole  discretion  shall  determine,
without  limiting  any other  right or remedy  the Lessor may have on account of
such Lease Event of Default.

                  (a) The  Lessor  may,  by notice  to the  Lessee,  rescind  or
         terminate this Master Lease as to any Property or all of the Properties
         as of the date  specified  in such  notice;  provided,  however  (i) no
         reletting,  reentry or taking of  possession  of any  Property  (or any
         portion  thereof) by the Lessor will be construed as an election on the
         Lessor's part to terminate this Master Lease unless a written notice of
         such  intention  is  given  to the  Lessee,  (ii)  notwithstanding  any
         reletting,  reentry or taking of possession, the Lessor may at any time
         thereafter  elect to terminate this Master Lease for a continuing Lease
         Event of Default and (iii) 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  written  demand of the  Lessor,  return  any  Property
         promptly  to the Lessor in the manner and  condition  required  by, and
         otherwise in accordance with all of the provisions of, Articles VII and
         IX and Section 8.3 hereof as if such  Property  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 any Property, and to
         the extent and in the manner  permitted by Applicable  Law,  enter upon
         such Property and take immediate possession of (to the exclusion of the
         Lessee)  such  Property  or any part  thereof  and expel or remove  the
         Lessee and any other  Person who may be  occupying  such  Property,  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 the  Lessor's  other  damages,  the Lessee shall be
         responsible  for all costs and expenses  incurred by the Lessor  and/or
         the  Lender  in  connection  with  any  reletting,  including,  without
         limitation,  reasonable  brokers' fees and all costs of any alterations
         or repairs made by the Lessor or the Lender;

                  (c) As more  fully set  forth in each  Lease  Supplement,  the
         Lessor may sell all or any part of any one or more Properties,  subject
         in each case to the Ground  Lease,  at public or private  sale,  as the
         Lessor may determine and upon any such sale the Lessee's  obligation to
         pay Basic Rent with respect to the Property sold shall terminate;

                                       22

<PAGE>

                  (d) The Lessor may, at its option, elect not to terminate this
         Master Lease with respect to any Property or all of the  Properties and
         continue to collect all Basic Rent,  Supplemental  Rent,  and all other
         amounts due to the Lessor  (together with all costs of collection)  and
         enforce the  Lessee's  obligations  under this Master Lease as and when
         the same become due, or are to be  performed,  and at the option of the
         Lessor,  upon any abandonment of any Property by the Lessee or re-entry
         of same by the Lessor,  the Lessor may enforce,  by suit or  otherwise,
         all other  covenants and conditions  hereof to be performed or complied
         with  by the  Lessee  hereunder  and to  exercise  all  other  remedies
         permitted  by  Section  1951.4  of the  California  Civil  Code  or any
         amendments  thereof or any  successor  laws which  replace such Section
         1951.4;

                  (e)  Unless  all of the  Properties  have  been  sold in their
         entirety,  the  Lessor  may,  whether  or not  the  Lessor  shall  have
         exercised or shall  thereafter  at any time  exercise any of its rights
         under  clause (b),  (c) or (d) of this Section 16.2 with respect to the
         Properties or any portions  thereof,  demand,  by written notice to the
         Lessee  specifying a date (a "Termination  Date") not earlier than five
         (5) days after the date of such notice,  that the Lessee  purchase,  on
         such  Termination  Date for a price  equal  to the  Lease  Balance  the
         Properties  subject  to  the  Master  Lease,  in  accordance  with  the
         provisions of Article XXI;

                  (f) The Lessor may exercise any other right or remedy that may
         be available to it under  Applicable Law,  including any and all rights
         or remedies under the Pledge Agreement, 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(s),  and such suits shall not in any
         manner prejudice the Lessor's right to collect any such damages for any
         subsequent period(s), or the Lessor may defer any such suit until after
         the  expiration  of the Lease  Term,  in which event such suit shall be
         deemed not to have accrued until the expiration of the Lease Term;

                  (g) The Lessor may retain and apply  against the Lease Balance
         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 Master Lease and upon payment in full of the Lease Balance from
         such sums,  the  Properties  shall be conveyed to Lessee in  accordance
         with Section 21.1 of the Master Lease;

                  (h) If a Lease  Event of Default  shall have  occurred  and be
         continuing, the Lessor, to the extent permitted by Applicable Law, as a
         matter of right and with notice to the Lessee,  shall have the right to
         apply to any  court  having  jurisdiction  to  appoint  a  receiver  or
         receivers of any Property,  and the Lessee hereby irrevocably  consents
         to any such  appointment.  Any such  receiver(s)  shall have all of the
         usual powers and duties of  receivers in like or similar  cases and all
         of the  powers  and  duties of the  Lessor in case of

                                       23

<PAGE>

         entry,  and shall  continue as such and exercise  such powers until the
         date  of  confirmation  of  the  sale  of  such  Property  unless  such
         receivership is sooner terminated;

                  (i) To the maximum extent  permitted by law, the Lessee hereby
         waives the benefit of any  appraisement,  valuation,  stay,  extension,
         reinstatement  and  redemption  laws now or  hereafter in force and all
         rights of  marshalling  in the event of any sale of any Property or any
         interest therein;

                   (j) The Lessor  shall be entitled  to enforce  payment of the
         indebtedness  and performance of the obligations  secured hereby and to
         exercise  all rights and powers under this  instrument  or under any of
         the other  Operative  Documents  or other  agreement or any laws now or
         hereafter  in  force,  notwithstanding  some or all of the  obligations
         secured  hereby may now or hereafter be otherwise  secured,  whether by
         mortgage,  security agreement,  pledge, lien,  assignment or otherwise.
         Neither the acceptance of this  instrument nor its  enforcement,  shall
         prejudice or in any manner affect the Lessor's right to realize upon or
         enforce any other  security  now or  hereafter  held by the Lessor,  it
         being  agreed  that  the  Lessor  shall be  entitled  to  enforce  this
         instrument  and any other  security now or hereafter held by the Lessor
         in such order and manner as the Lessor may  determine  in its  absolute
         discretion.  No remedy herein  conferred upon or reserved to the Lessor
         is  intended  to be  exclusive  of any  other  remedy  herein or by law
         provided or  permitted,  but each shall be  cumulative  and shall be in
         addition to every other  remedy  given  hereunder  or now or  hereafter
         existing at law or in equity or by statute. Every power or remedy given
         by any of the  Operative  Documents  to the  Lessor  or to which it may
         otherwise be entitled, may be exercised, concurrently or independently,
         from  time to time  and as  often  as may be  deemed  expedient  by the
         Lessor.  In no event shall the Lessor,  in the exercise of the remedies
         provided  in  this  instrument  (including,   without  limitation,   in
         connection  with the assignment of rents to Lessor,  or the appointment
         of a receiver  and the entry of such  receiver  onto all or any part of
         the Properties), be deemed a "mortgagee in possession",  and the Lessor
         shall not in any way be made liable for any act,  either of  commission
         or omission,  in connection with the exercise of such remedies,  except
         for the  exercise of the  remedies set forth in clauses (c), (j) or (k)
         of this Section 16.2 within thirty (30) days after the  declaration  of
         the  occurrence  of an Event of Default in  contravention  of  Lessee's
         purchase right set forth in the last paragraph of this Section 16.2;

                  (k)  Foreclosure;  Power of Sale.  The Lessee hereby grants to
         Chicago  Title  Insurance  Company,   as  trustee  (together  with  all
         successor trustees,  the "Trustee"),  IN TRUST, WITH POWER OF SALE, all
         of the Lessee's right, title and interest in and to the Properties and,
         upon  the  occurrence  of  a  Lease  Event  of  Default  and  following
         termination  of this Master Lease by the Lessor,  the Lessor shall have
         the power and authority,  after proper notice and lapse of such time as
         may be required by law and by the

                                       24

<PAGE>

         Master  Lease,  to  cause  the  Trustee  to sell  any  Property  or the
         Properties  by notifying  the Trustee of that  election and  depositing
         with  the  Trustee  this   instrument  and  receipts  and  evidence  of
         expenditures  made and secured  hereby as the  Trustee  may  reasonably
         require.  Upon receipt of any such notice from the Lessor,  the Trustee
         shall cause to be  recorded,  published  and  delivered  to Lessee such
         Notice  of  Default  and  Election  to  Sell  as is  then  required  by
         applicable  statutory  authority and by this  instrument,  which notice
         shall set forth,  among other things,  the nature of the  breach(es) or
         default(s),  the  action(s)  required to effect a cure  thereof and the
         time  period  within  which  that cure may be  effected.  If no cure is
         effected within the statutory time limits following  recordation of the
         Notice of Default  and  Election  to Sell and after  Notice of Sale has
         been given as required by the  above-referenced  statutes,  the Trustee
         may without  further  notice or demand sell and convey any  Property or
         the Properties in accordance with the above-referenced  statutes.  Each
         Property may be sold as a whole or in separate  lots,  parcels or items
         and in such order as the Lessor may  direct,  at public  auction to the
         highest bidder for cash in lawful money of the United States payable at
         the time of sale. The Trustee shall deliver to such purchaser(s) a good
         and  sufficient  deed or deeds  conveying  the  property  so sold,  but
         without any  covenant or warranty  express or implied.  The recitals in
         such  deed of any  matter  or fact  shall  be  conclusive  proof of the
         truthfulness thereof. Any Person,  including the Lessee, the Trustee or
         the Lessor,  may purchase at any sale. After deducting all costs,  fees
         and expenses of the Lessor and the Trustee, including costs of evidence
         of title in  connection  with any  sale,  the  Lessor  shall  apply the
         proceeds of sale, in the following order of priority, to payment of the
         following (collectively referred to herein as the "Obligated Amounts"):
         (i) first,  all  amounts  expended  by or for the account of the Lessor
         under the terms  hereof and not then repaid,  with accrued  interest at
         the Overdue Rate; and (ii) second, all other amounts then due and owing
         hereunder including,  without limitation,  all Basic Rent, Supplemental
         Rent, the full amount of the Lease Balance as of the date of sale as if
         this Lease had been  terminated  with respect to all of the  Properties
         then subject to this Lease under  Section  18.1,  and all other amounts
         then  payable  by the Lessee  under this Lease and the other  Operative
         Documents,  with the Lessor  having the right to apply the  proceeds of
         sale to the amounts  described above in this clause (ii) in such order,
         proportion  and  priority  as the  Lessor  may  elect  in its  sole and
         absolute  discretion.  To the extent permitted by applicable  statutes,
         the Trustee may postpone the sale of all or any portion of any Property
         or the Properties by public announcement at the time and place of sale,
         and from time to time thereafter may again postpone that sale by public
         announcement or  subsequently  noticed sale, and without further notice
         may make such sale at the time fixed at the last  postponement  or may,
         in its  discretion,  give a new notice of sale. A sale of less than all
         of any Property or the  Properties or any  defective or irregular  sale
         made hereunder shall not exhaust the power of sale provided for herein,
         and subsequent  sales may be made hereunder  until all of the Obligated
         Amounts  have been  satisfied  or all the  Properties  have been  sold,
         without defect or irregularity.  No action of the Lessor or the Trustee
         based  upon  the  provisions  contained  herein  or  contained  in  the
         applicable statutes,  including,  without limitation, the giving of the
         Notice of Default  and

                                       25

<PAGE>

         Election to Sell or the Notice of Sale, shall constitute an election of
         remedies  which  would  preclude  the  Lessor  from  pursuing  judicial
         foreclosure  before a  completed  sale  pursuant  to the  power of sale
         contained herein. The Lessor shall have the right, with the irrevocable
         consent of the Lessee  hereby given and  evidenced by the  execution of
         this  instrument,  to obtain  appointment of a receiver by any court of
         competent  jurisdiction  without  further  notice to the Lessee,  which
         receiver  shall be  authorized  and  empowered  to enter  upon and take
         possession  of any Property or the  Properties,  including all personal
         property  used  upon or in  connection  with the real  property  herein
         conveyed,  to let any  Property or the  Properties,  to receive all the
         rents,  issues and profits,  if any,  which may be due or become due in
         respect to the  leasing of any  Property or the  Properties  to another
         party (herein,  "Property  Rents"),  and apply the Property Rents after
         payment of all  necessary  charges  and  expenses to  reduction  of the
         Obligated Amounts in such order,  proportion and priority as the Lessor
         may elect. At the option of the Lessor,  the receiver shall  accomplish
         entry and taking possession of any Property or the Properties by actual
         entry and  possession  or by  notice to the  Lessee.  The  receiver  so
         appointed  by a court of competent  jurisdiction  shall be empowered to
         issue receiver's  certificates for funds advanced by the Lessor for the
         purpose of  protecting  the value of any Property or the  Properties as
         security for the Obligated Amounts. The amounts evidenced by receiver's
         certificates  shall bear  interest at the Overdue Rate and may be added
         to the Obligated Amounts if the Lessee or a junior lienholder purchases
         any Property or the  Properties at the trustee's  sale.  The Trustee or
         any successor  acting  hereunder may resign and thereupon be discharged
         of the trusts  hereunder upon thirty (30) days' prior written notice to
         the Lessor.  Regardless of whether the Trustee resigns, the Lessor may,
         from time to time,  substitute a successor or successors to any Trustee
         named  herein or acting  hereunder  in  accordance  with any  statutory
         procedure for such substitution; or if Lessor, in its sole and absolute
         discretion,  so  elects,  and if  permitted  by  law,  the  Lessor  may
         substitute such successors or successors by recording, in the office of
         the recorder of the county or counties  where such Property is located,
         a  document  executed  by the  Lessor  and  containing  the name of the
         original  Lessee  and  Lessor  hereunder,  the book and page where this
         instrument  (or a  memorandum  hereof) is recorded  (and/or  instrument
         number,  as  applicable)  and  the  name  of  the  new  Trustee,  which
         instrument  shall be conclusive  proof of proper  substitution  of such
         successor Trustee or Trustees,  who shall,  without conveyance from the
         predecessor  Trustee,   succeed  to  the  rights,   powers  and  duties
         hereunder.  It is acknowledged that A POWER OF SALE HAS BEEN GRANTED IN
         THIS  INSTRUMENT;  A POWER  OF  SALE  MAY  ALLOW  LESSOR  TO  TAKE  THE
         PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION
         UPON DEFAULT BY THE LESSEE UNDER THIS INSTRUMENT.

         The Lessor  acknowledges  and agrees  that upon the  declaration  of an
Event of Default,  to the maximum extent permitted by law, the Lessee waives any
right to  contest  the sum of the

                                       26

<PAGE>

Lessor Balance and the Loan Balance as the liquidated sum due upon  acceleration
of this instrument.

         If, pursuant to the exercise by the Lessor of its remedies  pursuant to
this Section  16.2,  the Lease  Balance and all other amounts due and owing from
the Lessee under this Master Lease and the other  Operative  Documents have been
paid in full,  then the Lessor  shall  remit to the  Lessee  any excess  amounts
received  by the Lessor.  The  obligation  to deliver  such excess to the Lessee
shall survive this Master Lease.

         The Lessor  agrees that for thirty (30) days after the  declaration  of
the occurrence of an Event of Default, Lessor shall forebear from exercising the
remedies  set forth in clauses (c), (j) or (k) of this Section 16.2 during which
time Lessee may tender to the Lessor in  immediately  available  funds the Lease
Balance  and all past due and  accrued and unpaid Rent upon the receipt of which
Lessor shall transfer all Parcels of Land and related Improvements to the Lessee
or its designee in accordance with Article XXI hereof.

         XVI.3  Waiver of  Certain  Rights.  Subject to the  foregoing,  if this
Master Lease shall be terminated pursuant to Section 16.2, the Lessee waives, to
the  fullest  extent  permitted  by  law,  (a) any  notice  of  re-entry  or the
institution of legal proceedings to obtain re-entry or possession; (b) any right
of redemption, re-entry or repossession except as expressly provided herein; (c)
the  benefit  of any laws now or  hereafter  in force  exempting  property  from
liability  for rent or for debt or  limiting  the  Lessor  with  respect  to the
election of remedies;  and (d) any other rights which might  otherwise  limit or
modify any of the Lessor's rights or remedies under this Article XVI.


                                  ARTICLE XVII

                             LESSOR'S RIGHT TO CURE

         XVII.1 The Lessor's  Right to Cure the  Lessee's  Lease  Defaults.  The
Lessor,  without  waiving or releasing any obligation or Lease Event of Default,
may (but shall be under no obligation  to) remedy any Lease Event of Default for
the  account  and at the sole cost and  expense  of the  Lessee,  including  the
failure by the Lessee to maintain the insurance  required by Article  XIII,  and
may, to the fullest extent  permitted by law, and  notwithstanding  any right of
quiet enjoyment in favor of the Lessee, enter upon any Property for such purpose
and take all such action thereon as may be necessary or appropriate therefor. No
such  entry  shall  be  deemed  an  eviction  of  the  Lessee.   All  reasonable
out-of-pocket  costs and  expenses so incurred  (including  fees and expenses of
counsel),  together with  interest  thereon at the Overdue Rate from the date on
which such sums or expenses are paid by the Lessor,  shall be paid by the Lessee
to the Lessor as Supplemental Rent.

                                       27

<PAGE>

                                  ARTICLE XVIII

                               PURCHASE PROVISIONS

         XVIII.1 Purchase of the Properties.

                  (a) Subject to the  conditions  contained  herein,  the Lessee
         shall have the  irrevocable  option on any Business Day to purchase all
         or subject, however, to clause (b) of this Section 18.1, certain of the
         Properties  subject  to this  Master  Lease at a price  (the  "Purchase
         Price")  equal to that  portion of the Lease  Balance  allocable to the
         applicable  Property or Properties on the date of such  purchase,  plus
         Break Costs (if any). The Lessee's  exercise of its option  pursuant to
         this Section 18.1 shall be subject to the following conditions:

                           (i) the Lessee shall have delivered a Purchase Notice
                  to the  Lessor  not less than  thirty  (30) days prior to such
                  purchase, specifying the date of such purchase;

                           (ii) the Lessee  shall not have  given  notice of its
                  intention to exercise the Remarketing Option;

                           (iii)  notwithstanding  any other provision contained
                  herein, if any  Environmental  Violation shall not be remedied
                  by the Lessee with respect to any Property in accordance  with
                  Section 14.2, the Lessee shall be deemed to have made a timely
                  election of its option to purchase such Property in accordance
                  with this Section 18.1.

                  (b) If the  Lessee  elects  to  purchase  less than all of the
         Properties,  it may do so  provided  that if  only  two  buildings  are
         subject to separate Lease Supplements, the Lessee may purchase only one
         such building together with the parking garage, if any, then subject to
         a separate Lease  Supplement.  If three buildings have been constructed
         and are subject to separate Lease Supplements,  the Lessee may purchase
         one  building  with or without the parking  garage or any two  building
         together with the parking garage; provided,  however, that in each case
         the Lessee  must  demonstrate  to the  reasonable  satisfaction  of the
         Lessor that adequate  adjacent  parking  complying with  Applicable Law
         remains  available for the building(s)  retained by the Lessor and that
         such partial  purchase has not  materially  diminished  the Fair Market
         Sales Value of such retained building(s).

                  (c) If the  Lessee  exercises  its  option  pursuant  to  this
         Section  18.1 then,  upon the  Lessor's  receipt of all  amounts due in
         connection  therewith,  the Lessor shall  transfer to the Lessee or its
         designee  all of the Lessor's  right,  title and interest in and to the
         applicable  Properties in accordance  with the  procedures set forth in
         Section 21.1(a), such transfer to be effective as of the date specified
         in the Purchase Notice. The Lessee may

                                       28

<PAGE>

         designate,  in a notice  given  to the  Lessor  not less  than ten (10)
         Business Days prior to the closing of such purchase  (time being of the
         essence), the transferee or transferees to whom the conveyance shall be
         made (if other than to the Lessee), in which case such conveyance shall
         (subject to the terms and  conditions set forth herein) be made to such
         designee;  provided,  however, that such designation of a transferee or
         transferees  shall  not  cause  the  Lessee  to be  released,  fully or
         partially,  from  any of  its  obligations  under  this  Master  Lease,
         including, without limitation, the obligation to pay to the Lessor that
         portion of the Lease Balance allocable to the applicable  Properties on
         the date specified in the applicable  Purchase Notice. The Lessee shall
         have the right to elect by written  notice to the Lessor and the Lender
         to have all or part of any such Purchase  Price paid by  liquidation of
         the  Collateral  so long as, in the case of a purchase of less than all
         the  Properties,  Sufficient  Collateral  remains subject to the Pledge
         Agreement.

                                   ARTICLE XIX

                          EXTENSION OF EXPIRATION DATE

         XIX.1  Extension  of  Expiration   Date.  The  Lessee  may  extend  the
Expiration Date subject to, and in accordance  with, the terms and conditions of
Section 11.2 of the Participation Agreement.


                                   ARTICLE XX

                               REMARKETING OPTION

         XX.1  Option to  Remarket.  Subject to the  fulfillment  of each of the
conditions set forth in this Section 20.1, the Lessee shall have the option (the
"Remarketing Option") to market all of the Property on behalf of the Lessor.

         The Lessee's  effective  exercise and  consummation  of the Remarketing
Option  shall  be  subject  to the due  and  timely  fulfillment  of each of the
following provisions as to the Property as of the dates set forth below:

                  (a) No  earlier  than  twelve  months  and not later  than six
         months prior to the Scheduled  Basic Lease Term  Termination  Date, the
         Lessee shall give to the Lessor written notice of the Lessee's exercise
         of the Remarketing Option, which exercise shall be irrevocable. Failure
         by the Lessee to give timely  notice  shall be deemed to be an election
         by the Lessee,  without further act thereby, of its Purchase Option for
         all of the Properties.

                                       29

<PAGE>

                  (b) Not later than  ninety  (90) days  prior to the  Scheduled
         Basic Lease Term  Termination  Date,  the Lessee  shall  deliver to the
         Lessor an Environmental  Audit for the Properties.  Such  Environmental
         Audit shall be prepared by an environmental  consultant selected by the
         Lessor  in  the  Lessor's  reasonable   discretion  and  shall  contain
         conclusions   reasonably   satisfactory   to  the   Lessor  as  to  the
         environmental status of the Properties. If any such Environmental Audit
         indicates any exceptions, the Lessee shall have also delivered prior to
         the  Scheduled  Basic  Lease  Term   Termination   Date,  a  Phase  Two
         environmental assessment by such environmental consultant and a written
         statement by such  environmental  consultant  indicating  that all such
         exceptions  have been remedied in compliance with Applicable Law. As of
         the Scheduled Basic Lease Term Termination Date, any Permitted Property
         Liens  (other than (x) Liens of the type  described  in clause (iii) of
         the definition of "Permitted Property Liens" to the extent, but only to
         the extent,  the Lessor is in its opinion fully indemnified  therefrom,
         and (y) Liens of the type  described in clause (vii) of the  definition
         of "Permitted  Property  Liens") on any Property that were contested by
         the Lessee shall have been removed.

                  (c) No Event of Default  shall have occurred and be continuing
         that shall not have been cured on or prior to the Expiration Date.

                  (d)  During  the  Marketing  Period,   the  Lessee  shall,  as
         nonexclusive agent for the Lessor, use reasonable commercial efforts to
         sell the Lessor's interest in the Properties on or before the Scheduled
         Basic  Lease  Term  Termination  Date and will  attempt  to obtain  the
         highest  purchase  price therefor and for not less than the Fair Market
         Sales Value.

                  (e) The Lessee shall have  obtained,  at its cost and expense,
         all required  governmental  and  regulatory  consents and approvals and
         shall have made all filings as required by  Applicable  Law in order to
         carry out and complete the  transfer of each of the  Properties.  As to
         the Lessor,  any such sale shall be made on an "as is, with all faults"
         basis without  representation  or warranty by the Lessor other than the
         absence of Lessor Liens.

                  (f) The  Lessee  shall  pay  directly,  and not  from the sale
         proceeds, all prorations and credits, whether incurred by the Lessor or
         the Lessee, including without limitation, the cost of all environmental
         reports,  appraisals  required under Section 13.2 of the  Participation
         Agreement and the Lessee's attorneys' fees.

                  (g) The  Lessee  shall  pay to the  Lessor  on or prior to the
         Scheduled  Basic  Lease  Term  Termination  Date  (or  in the  case  of
         Supplemental  Rent, to the Person entitled  thereto) an amount equal to
         the  Maximum  Recourse  Amount plus all accrued and unpaid Rent and all
         other amounts  hereunder  which have accrued or will accrue prior to or
         as of the Scheduled Basic Lease Term  Termination  Date, in the type of
         funds specified in Section 3.1(b) hereof;

                                       30

<PAGE>

                  (h) The gross proceeds (the "Gross  Remarketing  Proceeds") of
         the sale of the Properties (less any marketing, closing or other costs,
         prorations or commissions  related to the marketing of the Properties),
         shall be paid directly to the Lessor;  provided,  however,  that if the
         sum of (x) the Gross  Remarketing  Proceeds from such sale plus (y) the
         Maximum  Recourse  Amount  received  by the Lessor  pursuant to Section
         20.1(g) creates an excess over the Lease Balance, then the excess shall
         be paid to the Lessee promptly after receipt thereof by the Lessor. The
         obligations  of the  Lessor  under this  paragraph  shall  survive  the
         expiration or termination of this Master Lease.

                  (i) No subleases  affecting any Property shall be in effect on
         the Scheduled Basic Lease Term Termination Date.

         If the Lessee effectively elects the Remarketing Option and the sale of
         any  Property  is not  consummated  prior  to the end of the  Marketing
         Period,  the Lessee shall,  in addition to making the payment  required
         pursuant to Section 20.1(g) above, at its own cost and expense, do each
         of the following:

                           (i)  execute  and  deliver  to  the  Lessor  and  the
                  Lessor's  title  insurance  company  an  affidavit  as to  the
                  absence of any Liens (other than  Permitted  Property Liens of
                  the type described in clause (i), (vii),  (viii),  (ix) or (x)
                  Liens  for  taxes  not yet due and  Lessor  Liens),  and shall
                  execute and deliver to the Lessor a statement  of  termination
                  of this Master Lease to the extent relating to such Property;

                           (ii) on the Expiration Date,  transfer  possession of
                  such  Property to the Lessor or any Person  designated  by the
                  Lessor,  by  surrendering  the same into the possession of the
                  Lessor or such  Person,  as the case may be, in the  condition
                  required  by  this  Section  20.1  and  in   compliance   with
                  Applicable Law; and

                           (iii)  for a  period  of up to  one  year  after  the
                  Expiration Date,  cooperate  reasonably with the Lessor and/or
                  any Person  designated by the Lessor to receive such Property,
                  which  cooperation  shall  include   reasonable  efforts  with
                  respect to the following,  all of which the Lessee shall do on
                  or before the  Expiration  Date for such  Property  or as soon
                  thereafter as is reasonably  practicable:  providing copies of
                  all books and records  regarding the maintenance and ownership
                  of  such  Property  and  all  know-how,   data  and  technical
                  information relating thereto,  providing a current copy of the
                  applicable Plans and Specifications, granting or assigning all
                  assignable   licenses   necessary   for  the   operation   and
                  maintenance  of such  Property and  cooperating  reasonably in
                  seeking and obtaining all necessary  Governmental  Action. The
                  obligations of the Lessee under this  paragraph  shall survive
                  the expiration or termination of this Master Lease.

                                       31

<PAGE>

         Lessor shall have no obligation  to approve any bid for the  Properties
except for bona fide all-cash bids which,  together with amounts  payable by the
Lessee under clause (g) hereof,  in the aggregate is at least equal to the Lease
Balance  and the  acceptance  of  which  will  not  subject  the  Lessor  to any
additional  liability.  Except as expressly set forth  herein,  the Lessee shall
have no right,  power or  authority  to bind the  Lessor or any  Participant  in
connection with any proposed sale of any Property.

          If one or more of the foregoing  provisions  (a) through (i) shall not
be fulfilled as of the  Expiration  Date with respect to any Property,  then the
Remarketing  Option  shall  be  null  and  void  (whether  or not  it  has  been
theretofore exercised by the Lessee) as to all of the Properties, in which event
all of the Lessee's rights under this Section 20.1 shall  immediately  terminate
and the Lessee shall  purchase  from the Lessor,  and the Lessor shall convey to
the Lessee,  on the Expiration  Date all of the Lessor's  interest in all of the
Properties for an amount equal to the Lease Balance.

         XX.2 Certain  Obligations  Continue.  During the Marketing Period,  the
obligation  of the Lessee to pay Rent with respect to each  Property  (including
the installment of Rent due on the Expiration Date) shall continue  undiminished
until payment in full of the Loan Balance plus any unpaid  Supplemental Rent due
to the Lessor with respect to the  Properties  under the Operative  Documents to
which the Lessee is a party. The Lessor shall have the right, but shall be under
no duty,  to solicit  bids,  to inquire into the efforts of the Lessee to obtain
bids or otherwise to take action in connection with any such sale.


                                   ARTICLE XXI

                 PROCEDURES RELATING TO PURCHASE OR REMARKETING

         XXI.1  Provisions  Relating  to the  Exercise  of  Purchase  Option  or
Obligation and Conveyance  Upon  Remarketing  and Conveyance  Upon Certain Other
Events.

                  (a) In connection  with any  termination  of this Master Lease
         with  respect to any  Property  pursuant to the terms of Article XV, in
         connection  with  any  purchase  or in  connection  with  the  Lessee's
         purchase  of  any  Property  in  accordance  with  Section  18.1  or in
         connection  with the  Lessee's  exercise  of the  purchase  right under
         Section  16.2,  then,  upon the date on which this  Master  Lease is to
         terminate with respect to the applicable  Property and upon the payment
         of all  amounts  due  under  Section  5.1 of  the  Construction  Agency
         Agreement, as applicable,  and upon tender by the Lessee of the amounts
         set forth in Article XV, Sections 16.2 or 18.1, as applicable:

                           (i) the  Lessor  shall  execute  and  deliver  to the
                  Lessee (or to the Lessee's  designee) at the Lessee's cost and
                  expense an  instrument  of transfer  relating to the  Lessor's
                  entire  interest in such Property or  Properties  (which shall
                  include a

                                       32

<PAGE>

                  termination  of the Ground Lease and an  assignment  of all of
                  the  Lessor's  right,  title  and  interest  in and to any Net
                  Proceeds  with  respect to such  Property  or  Properties  not
                  previously  received by the Lessor and an assignment of leases
                  of the  Properties),  in each  case  in  recordable  form  and
                  otherwise in  conformity  with local custom and free and clear
                  of the Lien of the Lessor Mortgage and any Lessor Liens;

                           (ii) such Property or Properties shall be conveyed to
                  the Lessee "AS IS" and in its then present physical condition;
                  and

                           (iii) the Lessor shall  execute and deliver to Lessee
                  and the Lessee's  title  insurance  company an affidavit as to
                  the  Lessor's  title and release  Lessor  Liens and the Lessor
                  Mortgage  and shall  execute and deliver to Lessee a statement
                  of  termination of this Master Lease to the extent this Master
                  Lease relates to such Property or Properties.

                  (b) If the Lessee properly  exercises the  Remarketing  Option
         and the Properties are sold,  then the Lessee shall,  on the Expiration
         Date, and at its own cost, transfer possession of all of the Properties
         to the independent  purchaser(s)  thereof, in each case by surrendering
         the same into the possession of the Lessor or such purchaser(s), as the
         case  may be,  free and  clear  of all  Liens,  in good  condition  (as
         modified by  Modifications  permitted by this Master  Lease),  ordinary
         wear and tear excepted, and in compliance with Applicable Law.


                                  ARTICLE XXII

                              ESTOPPEL CERTIFICATES

         XXII.1  Estoppel  Certificates.  At any time and from time to time upon
not less than thirty  (30)  Business  Days'  prior  request by the Lessor or the
Lessee (the  "Requesting  Party"),  the other party  (whichever party shall have
received such request,  the "Certifying  Party") shall furnish to the Requesting
Party a certificate  signed by an individual having the office of vice president
or higher in the Certifying  Party  certifying that this Master Lease is in full
force and  effect  (or that this  Master  Lease is in full  force and  effect as
modified and setting forth the modifications); the dates to which the Basic Rent
and  Supplemental  Rent have been paid;  to the best  knowledge of the signer of
such certificate, whether or not the Requesting Party is in default under any of
its obligations hereunder (and, if so, the nature of such alleged default);  and
such  other  matters  under  this  Master  Lease  as the  Requesting  Party  may
reasonably request. Any such certificate furnished pursuant to this Article XXII
may be relied upon by the  Requesting  Party,  and any  existing or  prospective
mortgagee,  purchaser or lender,  and any accountant or auditor,  of, from or to
the Requesting Party (or any Affiliate thereof).

                                       33

<PAGE>

                                  ARTICLE XXIII

                             ACCEPTANCE OF SURRENDER

         XXIII.1  Acceptance  of  Surrender.  No surrender to the Lessor of this
Master Lease or of all or any of the Properties or of any part of any thereof or
of any  interest  therein  shall be  valid or  effective  unless  agreed  to and
accepted in writing by the Lessor and,  prior to the payment or  performance  of
all obligations under the Loan Agreement and termination of the Commitments, the
Lender, and no act by the Lessor or the Lender or any representative or agent of
the Lessor or the Lender,  other than a written acceptance,  shall constitute an
acceptance of any such surrender.


                                  ARTICLE XXIV

                               NO MERGER OF TITLE

         XXIV.1  No Merger of  Title.  There  shall be no merger of this  Master
Lease or of the leasehold  estate  created hereby by reason of the fact that the
same Person may acquire,  own or hold,  directly or  indirectly,  in whole or in
part,  (a) this  Master  Lease or the  leasehold  estate  created  hereby or any
interest in this Master Lease or such  leasehold  estate,  (b) the fee or ground
leasehold estate in any Property, except as may expressly be stated in a written
instrument  duly  executed  and  delivered  by the  appropriate  Person or (c) a
beneficial interest in the Lessor.

                                       34

<PAGE>

                                   ARTICLE XXV

                              INTENT OF THE PARTIES

         XXV.1 Nature of Transaction.

                  (a) It is the  intent  of the  parties  that:  (i)  the  Lease
         constitutes  an operating  lease from Lessor to the Lessee for purposes
         of  the  Lessee's  financial  reporting,   (ii)  the  Lease  and  other
         transactions contemplated will result in the Lessee being recognized as
         the  owner of the  Properties  for  Federal  and state  income  tax and
         bankruptcy  purposes,  (iii) each Lease  Supplement  grants to Lessor a
         Lien on the Lessee's  interest in the Property  (exclusive  of Lessee's
         fee interest in the Land) covered thereby,  and (iv) the obligations of
         the Lessee to pay Basic Rent and any part of the Lease Balance shall be
         treated as  payments  of  interest  and  principal,  respectively,  for
         Federal and state income tax and bankruptcy purposes.  The Lessor shall
         be deemed to have a valid and binding security  interest in and Lien on
         the Lessee's  interest in the  Properties,  free and clear of all Liens
         other than Permitted Property Liens, as security for the obligations of
         the Lessee  under the  Operative  Documents  (it being  understood  and
         agreed that the Lessee does hereby grant a Lien, and convey,  transfer,
         assign, mortgage and warrant to Lessor and its successors,  transferees
         and  assigns,  for  the  benefit  of the  Lessor  and  its  successors,
         transferees  and assigns,  the  Properties and any proceeds or products
         thereof,  to have  and hold the  same as  collateral  security  for the
         payment and  performance  of the  obligations  of the Lessee  under the
         Operative  Documents),  each of the parties  hereto agrees that it will
         not, nor will it permit any  Affiliate to at any time,  take any action
         or fail to take any action with respect to the preparation or filing of
         any income tax return,  including an amended income tax return,  to the
         extent  that  such  action  or such  failure  to take  action  would be
         inconsistent  with  the  intention  of the  parties  expressed  in this
         Section 25.1.

                  (b)  Specifically,  without  limiting the generality of clause
         (a) of this Section 25.1,  the parties  hereto intend and agree that in
         the event of any insolvency or  receivership  proceedings or a petition
         under  the  United  States  bankruptcy  laws  or any  other  applicable
         insolvency laws or statute of the United States of America or any State
         or Commonwealth  thereof affecting Lessee,  Lessor,  any Participant or
         any collection  actions,  the  transactions  evidenced by the Operative
         Documents  shall be regarded as loans made by the  Participants  to the
         Lessee.

                                       35

<PAGE>

                                  ARTICLE XXVI

                                  MISCELLANEOUS

         XXVI.1 Survival;  Severability;  Etc. Anything contained in this Master
Lease to the contrary notwithstanding, all claims against and liabilities of the
Lessee or the Lessor arising from events  commencing  prior to the expiration or
earlier  termination  of this Master  Lease shall  survive  such  expiration  or
earlier termination for a period of one year except as to indemnification  which
shall continue to survive.  If any term or provision of this Master Lease or any
application thereof shall be declared invalid or unenforceable, the remainder of
this Master Lease and any other  application of such term or provision shall not
be  affected  thereby.  If any right or option of the  Lessee  provided  in this
Master Lease,  including any right or option described in Article XIV, XV, XVIII
or XX, would,  in the absence of the  limitation  imposed by this  sentence,  be
invalid or unenforceable as being in violation of the rule against  perpetuities
or any other  rule of law  relating  to the  vesting  of an  interest  in or the
suspension  of the power of  alienation  of property,  then such right or option
shall be  exercisable  only during the period  which shall end  twenty-one  (21)
years  after  the  date of  death of the last  survivor  of the  descendants  of
Franklin D. Roosevelt,  the former  President of the United States,  Henry Ford,
the deceased automobile  manufacturer,  and John D. Rockefeller,  the founder of
the  Standard  Oil  Company,  known to be  alive  on the date of the  execution,
acknowledgment and delivery of this Master Lease.

         XXVI.2  Amendments  and  Modifications.  Subject  to the  requirements,
restrictions and conditions set forth in the  Participation  Agreement,  neither
this Master Lease nor any provision hereof may be amended, waived, discharged or
terminated  except by an instrument in writing in recordable  form signed by the
Lessor and the Lessee.

         XXVI.3 No Waiver.  No failure by the  Lessor,  any  Participant  or the
Lessee to insist upon the strict  performance  of any term hereof or to exercise
any right, power or remedy upon a default  hereunder,  and no acceptance of full
or partial  payment of Rent during the  continuance  of any such default,  shall
constitute  a waiver of any such  default  or of any such term.  To the  fullest
extent  permitted  by law, no waiver of any default  shall  affect or alter this
Master Lease, and this Master Lease shall continue in full force and effect with
respect to any other then existing or subsequent default.

         XXVI.4 Notices. All notices, demands, requests, consents, approvals and
other  communications  hereunder shall be in writing and directed to the address
described in, and deemed  received in accordance with the provisions of, Section
15.3 of the Participation Agreement.

         XXVI.5  Successors  and Assigns.  All the terms and  provisions of this
Master  Lease  shall  inure to the  benefit  of the  parties  hereto  and  their
respective successors and permitted assigns.

                                       36

<PAGE>

         XXVI.6  Headings  and  Table of  Contents.  The  headings  and table of
contents in this Master Lease are for  convenience  of reference  only and shall
not limit or otherwise affect the meaning hereof.

         XXVI.7 Counterparts. This Master Lease may be executed in any number of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same instrument.

         XXVI.8  GOVERNING  LAW.  THIS MASTER  LEASE  SHALL BE GOVERNED  BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES,  EXCEPT AS TO MATTERS RELATING TO
THE CREATION OF THE LEASEHOLD  ESTATES  HEREUNDER AND THE EXERCISE OF RIGHTS AND
REMEDIES  WITH  RESPECT  THERETO,  WHICH SHALL BE GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE  WITH  THE LAW OF THE  STATE  OF  CALIFORNIA.  WITHOUT  LIMITING  THE
FOREGOING,  IN THE EVENT  THAT THIS  MASTER  LEASE IS  DEEMED  TO  CONSTITUTE  A
FINANCING  WHICH IS THE  INTENTION OF THE PARTIES,  THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, SHALL GOVERN THE CREATION,
TERMS AND PROVISIONS OF THE INDEBTEDNESS  EVIDENCED HEREBY, BUT THE LIEN CREATED
HEREBY AND THE  CREATION AND THE  ENFORCEMENT  OF SAID LIEN SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATES IN WHICH SUCH ESTATES ARE
LOCATED.

         XXVI.9  Liability  Limited.  The  parties  hereto  agree that except as
specifically set forth in this Master Lease or in any other Operative  Document,
the Lessor  shall have no  personal  liability  whatsoever  to the Lessee or the
Lender or their  respective  successors and assigns for any claim based on or in
respect of this Master Lease or any of the other Operative  Documents or arising
in any way from the transactions contemplated hereby or thereby and the recourse
shall be solely had against the Lessor's  interest in the Properties;  provided,
however,  that Lessor shall be liable in its individual capacity (a) for its own
willful   misconduct   or  gross   negligence,   (b)   breach   of  any  of  its
representations,  warranties or covenants under the Operative Documents,  or (c)
for any Tax  based  on or  measured  by any  fees,  commission  or  compensation
received  by it for  acting  as the  Lessor  as  contemplated  by the  Operative
Documents; and further provided nothing therein shall impair or limit the rights
of Lessee against the Lender or Lessor relating to any Collateral held by either
of them from time to time under the Operative Documents.

         XXVI.10  Original Lease.  The single  executed  original of this Master
Lease marked "THIS  COUNTERPART  IS THE ORIGINAL  EXECUTED  COUNTERPART"  on the
signature page thereof and containing the receipt  thereof of Societe  Generale,
New York Branch,  as the Lender  therefor on or  following  the  signature  page
thereof  shall be the Original  Executed

                                       37

<PAGE>

Counterpart of this Master Lease (the "Original Executed  Counterpart").  To the
extent that this Master Lease 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 Master  Lease may be created  through the transfer or
possession of any counterpart other than the Original Executed Counterpart.

                                       38

<PAGE>


IN WITNESS  WHEREOF,  the parties have caused this Master Lease be duly executed
and delivered as of the date first above written.

                                   ELECTRONICS FOR IMAGING, INC.,
                                    as Lessee



                                   By /s/ Eric Saltzman
                                      ---------------------------------
                                     Name: Eric Saltzman
                                     Title: CFO

                                       39

<PAGE>



                                   SOCIETE GENERALE FINANCIAL
                                   CORPORATION, as Lessor



                                   By /s/ Powell Robinson III
                                      ---------------------------------
                                     Name: Powell Robinson III
                                     Title: First Vice President

                                       40

<PAGE>


THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART.

Receipt  of  this  original   counterpart  of  the  foregoing  Lease  is  hereby
acknowledged as of the date hereof.


SOCIETE GENERALE, acting through its New York Branch,
  as Lender



By /s/ Jay Sands
   ---------------------------------
   Name: Jay Sands
   Title: Managing Director

                                       41