**Exhibit 10.54**

**AMENDED AND RESTATED SECURITY AGREEMENT**

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

WITNESSETH:

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

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

**WHEREAS**, the Secured Party and the Tenant haveentered into that certain Amended and Restated Master Lease Agreement, dated asof the date hereof (the “New Lease”), which amends and restates theOriginal Lease in its entirety; and

**WHEREAS**, the Secured Party and the Tenant wish to amend and restate the OriginalSecurity Agreement to clarify that the Tenant has agreed to grant to theSecured Party a first and perfected lien and security interest in theCollateral as security for thepayment and performance of each and every obligation and liability of theTenant to the Secured Party, whether now existing or hereafter arising, underthe New Lease or any other document or agreement executed and deliveredpursuant thereto, including, without limitation, the payment of the Rent (thisand other capitalized terms used and not otherwise defined herein having themeanings ascribed to such terms in Section 1), and the payment andperformance of each and every other obligation of the Tenant to the SecuredParty, whether now existing or hereafter arising, whether direct or indirect,absolute or contingent, due or to become due (collectively, the “Obligations”);

**NOW, THEREFORE,** in consideration of the mutual covenants hereincontained and other good and valuable consideration, the

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

**Section 1****.**** Definitions.**  As used inthis Agreement, the following terms shall have the meanings specifiedbelow.  Except as otherwise defined,terms defined in the Uniform Commercial Code and used herein without definitionshall have the meanings given such terms in the Uniform Commercial Code.

**“AffiliatedPerson”** shall have the meaning given such term in the NewLease.

**“BusinessDay”** shall have the meaning given such term in the NewLease.

**“Collateral”** shall mean all of the Tenant’s right, title andinterest in and under or arising out of all and any personal property,intangibles and fixtures of any type or description (other than ExcludedCollateral), wherever located and now existing or hereafter arising, or whichconstitute or arise from the operation, maintenance or repair of the LeasedProperty or any portion thereof, together with any and all additions andaccessions thereto and replacements, products, proceeds (including, withoutlimitation, proceeds of insurance) and supporting obligations thereof,including, but not limited to, the following:

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

(b)                                 allGeneral Intangibles; and

(c)                                  allother personal property or fixtures of any nature whatsoever which relate tothe operation, maintenance or repair of the Leased Property, or any portionthereof, and all property from time to time described in any financingstatement signed by the Tenant naming the Secured Party as Secured Party; and

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

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

(e)                                  allcontract rights, general intangibles and other property rights of any naturewhatsoever arising out of or in connection with any of the foregoing (otherthan Excluded Collateral), including, without limitation, payments due or tobecome due, whether as repayments, reimbursements, contractual obligations,indemnities, damages or otherwise.

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

**“Eventof Default”**shall have the meaning given such term in Section6.

**“ExcludedCollateral”** shall mean Accounts or Chattel Paper, Support Obligations, General Intangibles orDeposit Accounts relating to such Accounts or Chattel Paper, Instruments orInvestment Property evidencing or arising from such Accounts or Chattel Paper,any documents, books, records or other information (including, withoutlimitation, computer programs, tapes, discs, punch cards, data processing softwareand related property and rights) maintained with respect to any of theforegoing or any Proceeds of any of the foregoing.

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

**“General Intangibles”**shall mean all present and future generalintangibles and contract rights (other than Excluded Collateral) whichconstitute, arise from or relate to the operation, maintenance or repair of theLeased Property, or any portion thereof, including, but not limited to, allcauses of action, corporate or business records, inventions, designs, 

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

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

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

**“Leased Property”** shall have the meaning given such termin the New Lease.

**“LegalRequirements”** shall have the meaning given such term inthe New Lease.

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

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

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

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

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

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

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

“**Tenant**” shall have the meaning givensuch term in the preamble to this Agreement.

**“UniformCommercial Code”**means Article 9 of the UniformCommercial Code as in effect in the Commonwealth of Massachusetts from time totime.

**Section 2****.**** Security Interest.**  As securityfor the prompt payment and performance of all the Obligations, the Tenanthereby grants, pledges, transfers and assigns to the Secured Party, itssuccessors and assigns and all other holders from time to time of theObligations, a continuing security interest under the Uniform Commercial Codefrom time to time in effect in the jurisdiction in which any of the Collateralis located in and a continuing lien upon all of the Tenant’s right, title andinterest in the Collateral, together with any and all additions thereto andreplacements, products and proceeds thereof, whether now existing or hereafterarising or acquired and wherever located.

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

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

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

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

(d)           The chief executive office and the principal place ofbusiness of each of the Entities comprising the Tenant are as set forth in Schedule1 and neither of such Entities will move its chief executive office orestablish any other principal place of business except to such new location assuch Entity may establish in accordance with this Section 3(d). Thelocation of each Facility comprising a portion of the Leased Property is as setforth in Schedule 2.  Theoriginals of all documents evidencing Collateral and the only original books ofaccount and records of each of the Entities comprising the Tenant relatingthereto are, and will continue to be, kept at such chief executive office orthe applicable Facility, as the case may be, or at such new location as suchEntity may establish in accordance with this Section 3(d).  Neither of the Entities comprising the Tenantshall move its chief executive office or establish any other principal place ofbusiness until (i) such Entity shall have given to the Secured Party not lessthan ten (10) days’ prior written notice of its intention to do so, whichnotice shall clearly describe such new location and provide such otherinformation in connection therewith as the Secured Party may reasonablyrequest, and (ii) with respect to such new location, such Entity shall havetaken such action, satisfactory to the Secured Party (including, withoutlimitation, all action required by Section 5), to maintain the securityinterest of the Secured Party in the Collateral.

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

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all such propertysubsequently acquired by the Tenant shall immediately upon acquisition betransferred to and remain at the applicable Property.

(f)            The corporate name and organizational identificationnumber of each of the Entities comprising the Tenant are as set forth on thesignature page hereto.  The name underwhich each of the Facilities is operated is set forth on Schedule 2.  Neither of the Entities comprising the Tenantshall (i) change such name without providing the Secured Party with thirty (30)days’ prior written notice and making all filings and taking all such otheractions as the Secured Party determines are necessary or appropriate tocontinue or perfect the security interest granted hereunder, (ii) change itscorporate organizational number, nor (iii) conduct its business in any othername or take title to any Collateral in any other name while this Agreementremains in effect.  Except as otherwiseset forth on Schedule 1, neither of the Entities comprising the Tenanthas ever had any other name nor conducted business in any other name in anyjurisdiction.  Each of the Entitiescomprising the Tenant is formed as a Maryland limited liability company.  Subject to the terms and conditions of theNew Lease, neither of the Entities comprising the Tenant shall change itsorganizational structure or jurisdiction of formation without giving at leastthirty (30) days’ prior written notice thereof to the Secured Party.

(g)           The Secured Party is authorized (but is under noobligation) to make, upon ten (10) Business Days’ notice to the Tenant (exceptin the case of exigent circumstances, in which circumstances upon such notice,if any, as may then be reasonably practical), any payments which in the SecuredParty’s opinion are necessary to:

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

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

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

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Party pursuant to this paragraph shall bear interestat the Overdue Rate.

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

(i)            The Tenant shall not sell, transfer, change theregistration, if any, of, dispose of, attempt to dispose of, or substantiallymodify or abandon the Collateral or any material part thereof, other than aspermitted under the New Lease, without the prior written consent of the SecuredParty.  Except as permitted under the NewLease, the Tenant shall not create, incur, assume or suffer to exist any lienupon any of the Collateral without the prior written consent of the SecuredParty.

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

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

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

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

**Section 5.  FinancingStatements; Documentary Stamp Taxes.**

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

(b)           The Tenant shall procure, pay for, affix to any and alldocuments and cancel any documentary tax stamps required by and in accordancewith, applicable law, and the Tenant shall indemnify and hold harmless theSecured Party from and against any liability (including interest and penalties) in respect of such documentary stamptaxes.

**Section 6****.**** Event of Default.**  For purposesof this Agreement, the term “Event of Default” shall mean (a) theoccurrence of an Event of Default under the New Lease or any document oragreement executed in connection therewith; (b) the failure of the Tenant tocomply with any of its covenants or obligations under this Agreement and thecontinuance thereof for a period of ten (10) Business Days after written noticethereof; (c) any representation or warranty contained herein or made by 

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

**Section 7.  Remedies.**

(a)           Upon the occurrence and during the continuance of an Eventof Default, in addition to any rights and remedies now or hereafter grantedunder applicable law, under the New Lease or under any other documents oragreements entered into in connection herewith or therewith, and not by way oflimitation of any such rights and remedies, the Secured Party shall have all ofthe rights and remedies of a secured party under the Uniform Commercial Code asenacted in any applicable jurisdiction, and the right, without notice to, orassent by, the Tenant, in the name of the Tenant or, subject to any limitationsimposed by applicable Legal Requirements, in the name of the Secured Party orotherwise:

(i)                                               withrespect to the General Intangibles to ask for, demand, collect, receive,compound and give acquittance therefor or any part thereof, to extend the timeof payment of, compromise or settle for cash, credit or otherwise, and upon anyterms and conditions, any thereof, to exercise and enforce any rights andremedies in respect thereof, and to file any claims, commence, maintain or discontinueany actions, suits or other proceedings deemed by the Secured Party necessaryor advisable for the purpose of collecting or enforcing payment and performancethereof;

(ii)                                            totake possession of any or all of the Collateral and to use, hold, store,operate, merge and/or control the same and to exclude the Tenant and allPersons claiming under it wholly or partly therefrom, and, for that purpose, toenter, with the aid and assistance of any Person or Persons and with or withoutlegal process, any premises where the Collateral, or any part thereof, are, ormay be, placed or assembled, and to remove any such Collateral;

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

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

(iv)                                        toexecute any instrument and do all other things necessary and proper to protectand preserve and realize upon the Collateral and the other rights contemplatedhereby;

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

(vi)                                        withoutobligation to resort to other security, at any time and from time to time, tosell, re-sell, assign and deliver all or any of the Collateral, in one or moreparcels at the same or different times, and all right, title and interest,claim and demand therein and right of redemption thereof, at public or privatesale, for cash, upon credit or for future delivery, and at such price or pricesand on such terms as 

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

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

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

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

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

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

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

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

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

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

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

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

**Section 8****.**** Application of Moneys.**  All moneyswhich the Secured Party shall receive pursuant hereto shall first beapplied  (to the extent thereof) to thepayment of all reasonable costs and expenses incurred in connection with theadministration and enforcement of, or the preservation of any rights under,this Agreement or any of without limitation, the reasonable fees anddisbursements of its counsel and agents), and the balance, if any, shall beapplied first to accrued and unpaid interest, charges and fees on, and then tooutstanding principal of, any Obligations of the Tenant (or its affiliates) tothe Secured Party, and then to any other amounts outstanding on any suchObligations and then as required by law to any other parties having an interesttherein.

**Section 9****.**** Waivers, Etc.**  The Tenant, onits own behalf and on behalf of its successors and assigns, hereby waivespresentment, demand, notice, protest and, except as is otherwise specificallyprovided herein, all other demands and notices in connection with thisAgreement or the enforcement of the rights 

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of the Secured Party hereunder or in connection withany Obligations or any Collateral; waives all rights to require a marshaling ofassets by the Secured Party; consents to and waives notice of (i) thesubstitution, release or surrender of any Collateral, (ii) the addition orrelease of Persons primarily or secondarily liable on any Obligation or on anyCollateral, (iii) the acceptance of partial payments on any Collateral and/orthe settlement or compromise thereof, (iv) any requirement of diligence orpromptness on the part of the Secured Party in the enforcement of any rights inrespect of any Collateral or any other agreement or instrument directly orindirectly relating thereto, and (v) any enforcement of any present or futureagreement or instrument relating directly or indirectly to the Collateral.  No delay or omission on the part of theSecured Party or any holder of Obligations in exercising any right hereundershall operate as a waiver of such right or of any other right hereunder.  No waiver of any such right on any oneoccasion shall be construed as a bar to or waiver of any such right on anyfuture occasion.  No course of dealingbetween the Tenant and the Secured Party or any holder of Obligations, nor anyfailure to exercise, nor any delay in exercising, on the part of the SecuredParty or any holder of Obligations, any right, power or privilege hereunder orunder any of the Obligations, shall operate as a waiver thereof; nor shall anysingle or partial exercise of any right, power or privilege hereunder orthereunder preclude any other or further exercise thereof, or the exercise ofany other right, power or privilege.

The Tenant further waives any right it may have under the constitutionof any state or commonwealth in which any of the Collateral may be located, orunder the Constitution of the United States of America, to notice (except fornotice specifically required hereby) or to a judicial hearing prior to theexercise of any right or remedy provided by this Agreement to the SecuredParty, and waives its rights, if any, to set aside or invalidate any sale dulyconsummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale wasconsummated without a prior judicial hearing. THE TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADEVOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISEDAND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVERIGHTS.

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

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the rights hereunder and in respect of such securitiesand guaranties shall be cumulative and in addition to all other rights, howeverexisting or arising.  To the maximumextent permitted by applicable law, the Tenant hereby agrees that it will notinvoke any law relating to the marshalling of collateral which, might causedelay in or impede the enforcement of the Secured Party’s rights under thisAgreement or under any other instrument evidencing any of the Obligations orunder which any of the Obligations is outstanding or by which any of theObligations is secured or guaranteed, and, to the maximum extent permitted byapplicable law, the Tenant hereby irrevocably waives the benefits of all suchlaws.

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

**Section 11****.**** Arbitration.** The SecuredParty or the Tenant may elect to submit any dispute hereunder that has anamount in controversy in excess of $250,000 to arbitration hereunder.  Any such dispute shall be resolved inaccordance with the Commercial Arbitration Rules of the American Associationthen pertaining 

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and the decision of thearbitrators with respect to such dispute shall be binding, final and conclusiveon the parties.

In the event the Secured Party or the Tenant shall elect to submit anysuch dispute to arbitration hereunder, the Secured Party and the Tenant shalleach appoint and pay all fees of a fit and impartial person as arbitrator withat least ten (10) years’ recent professional experience in the general subjectmatter of the dispute.  Notice of suchappointment shall be sent in writing by each party to the other, and thearbitrators so appointed, in the event of their failure to agree within thirty(30) days after the appointment of the second arbitrator upon the matter sosubmitted, shall appoint a third arbitrator. If either the Secured Party or the Tenant shall fail to appoint an arbitrator,as aforesaid, for a period of twenty (20) days after written notice from theother party to make such appointment, then the arbitrator appointed by theparty having made such appointment shall appoint a second arbitrator and thetwo (2) so appointed shall, in the event of their failure to agree upon anydecision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon athird arbitrator within forty five (45) days after the appointment of thesecond arbitrator, then such third arbitrator shall be appointed by theAmerican Arbitration Association from its qualified panel of arbitrators, andshall be a person having at least ten (10) years’ recent professionalexperience as to the subject matter in question.  The fees of the third arbitrator and theexpenses incident to the proceedings shall be borne equally between the SecuredParty and the Tenant, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by theparties, and the fees of expert witnesses and other witnesses called for theparties, shall be paid by the respective party engaging such counsel or callingor engaging such witnesses.

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

**Section 12.  Miscellaneous.**

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

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reliefrelating hereto and thereto, without necessity for proof by the Secured Partyor any holder of the Obligations that it would otherwise suffer irreparable harm,and the Tenant hereby consents to the issuance of such specific and injunctiverelief.

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

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

(d)           The obligations of the Tenant hereunder shall remain infull force and effect without regard to, and shall not be impaired by, (i) anybankruptcy, insolvency, reorganization, arrangement, readjustment, composition,liquidation or the like of any of the Entities comprising the Tenant; (ii) anyexercise or non-exercise, or any waiver of, any right, remedy, power orprivilege under or in respect of this Agreement, the New Lease or any documentor agreement executed in connection herewith or therewith, the Obligations or anysecurity for any of the Obligations; or (iii) any amendment to or modificationof any of the New Lease or any document or agreement executed in connectionherewith or therewith, the Obligations or any security for any of theObligations; whether or not the Tenant shall have notice or knowledge of any ofthe foregoing.  The rights and remediesof the Secured Party herein provided for are cumulative and not exclusive ofany rights or remedies which the Secured Party would otherwise have, including,without limitation, under the New Lease or any document or agreement executedin connection herewith or therewith. This Agreement is intended as a supplement for and is not intended tosupersede in any respect the New Lease or any document or agreement executed inconnection herewith or therewith.  EachEntity comprising Tenant hereunder shall be jointly and severally liable forthe payment and performance of each and every obligation and liability of theTenant hereunder.

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

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

(g)           Any provision of this Agreement which is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, beineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibitions orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

(h)           This Agreement shall be interpreted, construed, appliedand enforced in accordance with the laws of The Commonwealth of Massachusettsapplicable to contracts between residents of Massachusetts which are to beperformed entirely within Massachusetts, regardless of (i) where this Agreementis executed or delivered; or (ii) where any payment or other performancerequired by this Agreement is made or required to be made; or (iii) where anybreach of any provision of this Agreement occurs, or any cause of actionotherwise accrues; or (iv) where any action or other proceeding is institutedor pending; or (v) the nationality, citizenship, domicile, principle place of business,or jurisdiction of organization or domestication of any party; or (vi) whetherthe laws of the forum jurisdiction otherwise would apply the laws of ajurisdiction other than the Commonwealth of Massachusetts; or (vii) anycombination of the foregoing. Notwithstanding the foregoing, to the extent that matters of title, orcreation, perfection and priority of the security interests created hereby, orprocedural issues of foreclosures are required to be governed by the laws ofthe state in which the Collateral, or relevant part thereof, is located, thelaws of such State shall apply.

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

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

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted under seal as of the date first above written.
|            |            | **TENANT:**                             |   |
|------------|------------|-----------------------------------------|--------|
| ** ** | ** ** | ** **                              |   |
| ** ** | ** ** | **FS PATRIOT LLC,**                     |   |
|       |       | a Maryland limited liability   company  |   |
|       |       |                                    |   |
|       |       | /s/ Evrett W. Benton                    |   |
|       |       | By: Evrett W. Benton                    |   |
|       |       | Its: President                          |   |
|       |       |                                    |   |
|       |       |                                    |   |
| ** ** | ** ** | **FS COMMONWEALTH LLC,**                |   |
|       |       | a Maryland limited liability company    |   |
|       |       |                                    |   |
|       |       | /s/ Evrett W. Benton                    |   |
|       |       | By: Evrett W.  Benton                   |   |
|       |       | Its: President                          |   |
|       |       |                                    |   |
|       |       | ** **                              |   |
|       |       | **SECURED PARTY:**                      |   |
| ** ** | ** ** |                                    |   |
| ** ** | ** ** | **HRES1 PROPERTIES TRUST**              |   |
|       |       | a Maryland real estate investment trust |   |
|       |       |                                    |   |
|       |       | /s/ David J. Hegarty                    |   |
|       |       | By: David J.  Hegarty                   |   |
|       |       | Its: President                          |   |
|            |            |                                         |        |  |

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** **

**Thefollowing schedules have been omitted and will be supplementally furnished tothe Securities and Exchange Commission upon request:**

**Schedule 1**

**Schedule2**

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