Exhibit 10.4


Loan No. V  59941


PREPARED BY AND UPON

RECORDATION RETURN TO:


Kelley Drye & Warren
LLP

101 Park Avenue

New York, New York 10178

Attention:  Paul A. Keenan, Esq.


Telephone:  212-808-7800


BEHRINGER HARVARD THREE PARKWAY, LLC, as Borrower (Borrower)


to


JPMORGAN CHASE BANK, N.A., as Lender (Lender)


ASSIGNMENT
OF LEASES AND RENTS


Dated:    As of October 30, 2006









 



ASSIGNMENT OF LEASES AND RENTS


THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) made as of the 30th day of October, 2006, by BEHRINGER
HARVARD THREE PARKWAY, LLC, a Delaware limited liability company, as
assignor, having its principal place of business c/o Behringer Harvard Funds,
15601 Dallas Parkway, Suite 600, Addison, Texas 75001 (“Borrower”)
to JPMORGAN CHASE BANK, N.A., a banking association chartered under the
laws of the United States of America, having its principal place of
business at 270 Park Avenue, New York, New York 10017 (“Lender”).


W I T N E S S E T H:


WHEREAS, this Assignment is given in connection with a
loan in the principal sum of Sixty-Seven Million One Hundred Twenty-Five
Thousand and No/100 Dollars ($67,125,000) (the “Loan”)
made by Lender to Borrower pursuant to that certain Loan Agreement, dated as of
the date hereof (as the same may hereafter be amended, restated, replaced,
supplemented, renewed, extended or otherwise modified from time to time, the “Loan Agreement”) and evidenced by that certain Promissory
Note, dated the date hereof, given by Borrower to Lender (as the same may
hereafter be amended, restated, replaced, supplemented, renewed, extended or
otherwise modified from time to time, the “Note”);


WHEREAS, Borrower desires to secure the payment of the
Debt (as defined in the Loan Agreement) and the performance of all of its
obligations under the Note, the Loan Agreement and the other Loan Documents;
and


WHEREAS, this Assignment is given pursuant to the Loan
Agreement, and payment, fulfillment, and performance by Borrower of its
obligations thereunder and under the other Loan Documents is secured hereby,
and each and every term and provision of the Loan Agreement and the Note,
including the rights, remedies, obligations, covenants, conditions, agreements,
indemnities, representations and warranties therein, are hereby incorporated by
reference herein as though set forth in full and shall be considered a part of
this Assignment.


NOW THEREFORE, in consideration of the making of the
Loan by Lender and the covenants, agreements, representations and warranties
set forth in this Assignment:


ARTICLE 1 - ASSIGNMENT


Section 1.1             Property Assigned.  Borrower hereby absolutely and
unconditionally assigns and grants to Lender the following property, rights,
interests and estates, now owned, or hereafter acquired by Borrower:


(a)           Leases.  All leases, subleases or subsubleases,
lettings, licenses, concessions or other agreements made a part thereof
(whether written or oral and whether now or hereafter in effect), pursuant to
which any Person is granted a possessory interest in, or a right to use or
occupy, all or any portion of any space in that certain lot or piece of land,
more particularly described in Exhibit A annexed hereto and made a part
hereof, together with the buildings, structures, fixtures, additions,
enlargements, extensions, modifications, repairs, replacements and improvements
now or hereafter located thereon (collectively, the “Property”)




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and every modification, amendment or other agreement
relating to such leases, subleases, subsubleases, or other agreements entered
into in connection with such leases, subleases, subsubleases, or other
agreements and every guarantee of the performance and observance of the
covenants, conditions and agreements to be performed and observed by the other
party thereto, and the right, title and interest of Borrower, its successors and
assigns, therein and thereunder.


(b)           Other Leases and Agreements.  All other leases and other agreements,
whether or not in writing, providing for the use, enjoyment or occupancy of the
Property or any portion thereof now or hereafter made, whether made before or
after the filing by or against Borrower of any petition for relief under the
Bankruptcy Code together with any extension, renewal or replacement of the
same.  This Assignment of other present
and future leases and present and future agreements being effective without
further or supplemental assignment.  The “leases”
described in Subsection 1.1(a) and the leases and other agreements
described in this Subsection 1.1(b) are collectively referred to as the “Leases.”


(c)           Rents.  All rents, rent equivalents, income,
receivables, revenues, receipts, insurance proceeds, deposits and profits
arising from the Leases and renewals thereof together with all rents, rent
equivalents, income, fees, receivables, accounts, profits (including, but not
limited to, all oil and gas or other mineral royalties and bonuses), charges
for services rendered and any and all payment and consideration of whatever
form or nature received by Borrower or its agents or employees from any and all
sources relating to the use, enjoyment and occupancy of the Property whether
paid or accruing before or after the filing by or against Borrower of any
petition for relief under the Bankruptcy Code (collectively, the “Rents”).


(d)           Bankruptcy Claims.  All of Borrower’s claims and rights (the “Bankruptcy Claims”) to the payment of damages arising from
any rejection by a lessee of any Lease under the Bankruptcy Code.


(e)           Lease Guaranties.  All of Borrower’s right, title and interest
in and claims under any and all lease guaranties, letters of credit and any
other credit support (individually, a “Lease Guaranty,”
collectively, the “Lease Guaranties”)
given by any guarantor in connection with any of the Leases or leasing
commissions (individually, a “Lease Guarantor,”
collectively, the “Lease Guarantors”)
to Borrower.


(f)            Proceeds.  All proceeds from the sale or other
disposition of the Leases, the Rents, the Lease Guaranties and the Bankruptcy
Claims.


(g)           Other.  All rights, powers, privileges, options and
other benefits of Borrower as lessor under the Leases and beneficiary under the
Lease Guaranties, including without limitation the immediate and continuing
right to make claim for, receive and collect all Rents payable or receivable
under the Leases and all sums payable under the Lease Guaranties or pursuant
thereto (and to apply the same to the payment of the Debt or the Other
Obligations), and to do all other things which Borrower or any lessor is or may
become entitled to do under the Leases or the Lease Guaranties.



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(h)           Entry.  The right, at Lender’s option, upon
revocation of the license granted herein, to enter upon the Property in person,
by agent or by court-appointed receiver, to collect the Rents.


(i)            Power of Attorney.  Borrower’s irrevocable power of attorney,
coupled with an interest, to take any and all of the actions set forth in
Section 3.1 of this Assignment and any or all other actions designated by
Lender for the proper management and preservation of the Property.


(j)            Other Rights and Agreements.  Any and all other rights of Borrower in and
to the items set forth in subsections (a) through (i) above, and all
amendments, modifications, replacements, renewals and substitutions thereof.


ARTICLE 2 - TERMS OF ASSIGNMENT


Section 2.1             Present Assignment And License
Back.  It is intended by Borrower
that this Assignment constitute a present, absolute assignment of the Leases,
Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for
additional security only.  Nevertheless,
subject to the terms of this Section 2.1 and the Cash Management Agreement,
Lender grants to Borrower a revocable license to collect, receive, use and
enjoy the Rents and other sums due under the Lease Guaranties and Borrower
shall hold such Rents and all sums received pursuant to any Lease Guaranty, or
a portion thereof sufficient to discharge all current sums due on the Debt, in
trust for the benefit of Lender for use in the payment of such sums.


Section 2.2             Notice To Lessees.  Borrower hereby authorizes and directs the
lessees named in the Leases or any other future lessees or occupants of the
Property and all Lease Guarantors to pay over to Lender or to such other party
as Lender directs all Rents and all sums due under any Lease Guaranties upon
receipt from Lender of written notice to the effect that Lender is then the
holder of this Assignment and that an Event of Default (as defined in the Loan
Agreement) exists, and to continue so to do until otherwise notified by Lender.


Section 2.3             Incorporation By Reference.  All representations, warranties, covenants, conditions
and agreements contained in the Loan Agreement and the other Loan Documents as
same may be modified, renewed, substituted or extended are hereby made a part
of this Assignment to the same extent and with the same force as if fully set
forth herein.


ARTICLE 3- REMEDIES


Section 3.1             Remedies of Lender.  Upon or at any time after the occurrence of
an Event of Default, the license granted to Borrower in Section 2.1 of this
Assignment shall automatically be revoked, and Lender shall immediately be
entitled to possession of all Rents and sums due under any Lease Guaranties,
whether or not Lender enters upon or takes control of the Property.  In addition, Lender may, at its option,
without waiving such Event of Default, without regard to the adequacy of the
security for the Debt, either in person or by agent, nominee or attorney, with
or without bringing any action or proceeding, or by a receiver appointed by a
court, dispossess Borrower and its agents and servants from the Property,
without liability for trespass, damages or otherwise and exclude Borrower and
its agents or servants wholly therefrom, and take possession of the Property
and all books, records and accounts relating 



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thereto and have, hold, manage, lease and operate the
Property on such terms and for such period of time as Lender may deem proper
and either with or without taking possession of the Property in its own name,
demand, sue for or otherwise collect and receive all Rents and sums due under
all Lease Guaranties, including those past due and unpaid with full power to
make from time to time all alterations, renovations, repairs or replacements
thereto or thereof as Lender may deem proper and may apply the Rents and sums
received pursuant to any Lease Guaranties to the payment of the following in
such order and proportion as Lender in its sole discretion may determine, any
law, custom or use to the contrary notwithstanding:  (a) all expenses of managing and
securing the Property, including, without being limited thereto, the salaries,
fees and wages of a managing agent and such other employees or agents as Lender
may deem necessary or desirable and all expenses of operating and maintaining
the Property, including, without being limited thereto, all taxes, charges,
claims, assessments, water charges, sewer rents and any other liens, and
premiums for all insurance which Lender may deem necessary or desirable, and
the cost of all alterations, renovations, repairs or replacements, and all
expenses incident to taking and retaining possession of the Property; and
(b) the Debt, together with all costs and reasonable attorneys’ fees.  In addition, upon the occurrence of an Event
of Default, Lender, at its option, may (1) complete any construction on
the Property in such manner and form as Lender deems advisable,
(2) exercise all rights and powers of Borrower, including, without
limitation, the right to negotiate, execute, cancel, enforce or modify any
Leases, obtain and evict tenants, and demand, sue for, collect and receive all
Rents from the Property and all sums due under any Lease Guaranties,
(3) require Borrower to pay monthly in advance to Lender, or any receiver
appointed to collect the Rents, the fair and reasonable rental value for the
use and occupancy of such part of the Property as may be in possession of
Borrower or (4) require Borrower to vacate and surrender possession of the
Property to Lender or to such receiver and, in default thereof, Borrower may be
evicted by summary proceedings or otherwise.


Section 3.2             Other Remedies.  Nothing contained in this Assignment and no
act done or omitted by Lender pursuant to the power and rights granted to
Lender hereunder shall be deemed to be a waiver by Lender of its rights and
remedies under the Loan Agreement, the Note, or the other Loan Documents and
this Assignment is made and accepted without prejudice to any of the rights and
remedies possessed by Lender under the terms thereof.  The right of Lender to collect the Debt and
to enforce any other security therefor held by it may be exercised by Lender
either prior to, simultaneously with, or subsequent to any action taken by it
hereunder.  Borrower hereby absolutely,
unconditionally and irrevocably waives any and all rights to assert any setoff,
counterclaim or crossclaim of any nature whatsoever with respect to the
obligations of Borrower under this Assignment, the Loan Agreement, the Note,
the other Loan Documents or otherwise with respect to the Loan in any action or
proceeding brought by Lender to collect same, or any portion thereof, or to
enforce and realize upon the lien and security interest created by this
Assignment, the Loan Agreement, the Note, or any of the other Loan Documents
(provided, however, that the foregoing shall not be deemed a waiver of Borrower’s
right to assert any compulsory counterclaim if such counterclaim is compelled
under local law or rule of procedure, nor shall the foregoing be deemed a
waiver of Borrower’s right to assert any claim which would constitute a
defense, setoff, counterclaim or crossclaim of any nature whatsoever against
Lender in any separate action or proceeding).


Section 3.3             Other Security.  Lender may take or release other security for
the payment of the Debt, may release any party primarily or secondarily liable
therefor and may 



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apply any other security held by it to the reduction
or satisfaction of the Debt without prejudice to any of its rights under this
Assignment.


Section 3.4             Non-Waiver.  The exercise by Lender of the option granted
it in Section 3.1 of this Assignment and the collection of the Rents and sums
due under the Lease Guaranties and the application thereof as herein provided
shall not be considered a waiver of any default by Borrower under the Note, the
Loan Agreement, the Leases, this Assignment or the other Loan Documents.  The failure of Lender to insist upon strict
performance of any term hereof shall not be deemed to be a waiver of any term
of this Assignment.  Borrower shall not
be relieved of Borrower’s obligations hereunder by reason of (a) the
failure of Lender to comply with any request of Borrower or any other party to
take any action to enforce any of the provisions hereof or of the Loan
Agreement, the Note or the other Loan Documents, (b) the release
regardless of consideration, of the whole or any part of the Property, or
(c) any agreement or stipulation by Lender extending the time of payment
or otherwise modifying or supplementing the terms of this Assignment, the Loan
Agreement, the Note, or the other Loan Documents.  Lender may resort for the payment of the Debt
to any other security held by Lender in such order and manner as Lender, in its
discretion, may elect.  Lender may take
any action to recover the Debt, or any portion thereof, or to enforce any
covenant hereof without prejudice to the right of Lender thereafter to enforce
its rights under this Assignment.  The
rights of Lender under this Assignment shall be separate, distinct and
cumulative and none shall be given effect to the exclusion of the others.  No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any
other provision.


Section 3.5             Bankruptcy.  (a) 
Upon or at any time after the occurrence of an Event of Default, Lender
shall have the right to proceed in its own name or in the name of Borrower in
respect of any claim, suit, action or proceeding relating to the rejection of
any Lease, including, without limitation, the right to file and prosecute, to
the exclusion of Borrower, any proofs of claim, complaints, motions,
applications, notices and other documents, in any case in respect of the lessee
under such Lease under the Bankruptcy Code.


(b)           If there shall be filed by or against
Borrower a petition under the Bankruptcy Code, and Borrower, as lessor under
any Lease, shall determine to reject such Lease pursuant to Section 365(a)
of the Bankruptcy Code, then Borrower shall give Lender not less than ten (10)
days’ prior notice of the date on which Borrower shall apply to the bankruptcy
court for authority to reject the Lease. 
Lender shall have the right, but not the obligation, to serve upon
Borrower within such ten-day period a notice stating that (i) Lender
demands that Borrower assume and assign the Lease to Lender pursuant to
Section 365 of the Bankruptcy Code and (ii) Lender covenants to cure
or provide adequate assurance of future performance under the Lease.  If Lender serves upon Borrower the notice
described in the preceding sentence, Borrower shall not seek to reject the
Lease and shall comply with the demand provided for in clause (i) of the
preceding sentence within thirty (30) days after the notice shall have been
given, subject to the approval of the bankruptcy court having jurisdiction over
the case and to the performance by Lender of the covenant provided for in
clause (ii) of the preceding sentence.



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ARTICLE 4 - NO LIABILITY, FURTHER ASSURANCES


Section 4.1             No Liability of Lender.  This Assignment shall not be construed to
bind Lender to the performance of any of the covenants, conditions or
provisions contained in any Lease or Lease Guaranty or otherwise impose any
obligation upon Lender.  Lender shall not
be liable for any loss sustained by Borrower resulting from Lender’s failure to
let the Property after an Event of Default or from any other act or omission of
Lender in managing the Property after an Event of Default unless such loss is
caused by the willful misconduct and bad faith of Lender.  Lender shall not be obligated to perform or
discharge any obligation, duty or liability under the Leases or any Lease
Guaranties or under or by reason of this Assignment and Borrower shall, and
hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any
and all liability, loss or damage which may or might be incurred under the
Leases, any Lease Guaranties or under or by reason of this Assignment and from
any and all claims and demands whatsoever, including the defense of any such
claims or demands which may be asserted against Lender by reason of any alleged
obligations and undertakings on its part to perform or discharge any of the
terms, covenants or agreements contained in the Leases or any Lease
Guaranties.  Should Lender incur any such
liability, the amount thereof, including costs, expenses and reasonable
attorneys’ fees, shall be secured by this Assignment, the Mortgage and the
other Loan Documents and Borrower shall reimburse Lender therefor immediately
upon demand and upon the failure of Borrower so to do Lender may, at its
option, declare all sums secured by this Assignment, the Mortgage and the other
Loan Documents immediately due and payable. 
This Assignment shall not operate to place any obligation or liability
for the control, care, management or repair of the Property upon Lender, nor
for the carrying out of any of the terms and conditions of the Leases or any
Lease Guaranties; nor shall it operate to make Lender responsible or liable for
any waste committed on the Property by the tenants or any other parties, or for
any dangerous or defective condition of the Property including, without
limitation, the presence of any Hazardous Substances (as defined in the
Environmental Indemnity), or for any negligence in the management, upkeep,
repair or control of the Property resulting in loss or injury or death to any
tenant, licensee, employee or stranger.


Section 4.2             No Mortgagee in Possession.  Nothing herein contained shall be construed as
constituting Lender a “mortgagee in possession” in the absence of the taking of
actual possession of the Property by Lender. 
In the exercise of the powers herein granted Lender, no liability shall
be asserted or enforced against Lender, all such liability being expressly
waived and released by Borrower.


(a)           Further Assurances.  Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, conveyances, assignments, notices of assignments, transfers
and assurances as Lender shall, from time to time, reasonably require for the
better assuring, conveying, assigning, transferring and confirming unto Lender
the property and rights hereby assigned or intended now or hereafter so to be,
or which Borrower may be or may hereafter become bound to convey or assign to
Lender, or for carrying out the intention or facilitating the performance of
the terms of this Assignment or for filing, registering or recording this
Assignment and, on demand, will execute and deliver and hereby authorizes
Lender to execute in the name of Borrower to the extent Lender may lawfully do
so, one or more financing statements, chattel mortgages or comparable security
instruments, to evidence more effectively the lien and security interest hereof
in and upon the Leases.



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ARTICLE 5 - MISCELLANEOUS PROVISIONS


Section 5.1             Conflict of Terms.  In case of any conflict between the terms of
this Assignment and the terms of the Loan Agreement, the terms of the Loan
Agreement shall prevail.


Section 5.2             No Oral Change.  This Assignment and any provisions hereof may
not be modified, amended, waived, extended, changed, discharged or terminated
orally, or by any act or failure to act on the part of Borrower or Lender, but
only by an agreement in writing signed by the party against whom the
enforcement of any modification, amendment, waiver, extension, change,
discharge or termination is sought.


Section 5.3             General Definitions.  All capitalized terms not defined herein
shall have the respective meanings set forth in the Loan Agreement.  Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Assignment may be used interchangeably in singular or plural form and the
word “Borrower” shall mean “each Borrower and any subsequent owner or owners of
the Property or any part thereof or interest therein,” the word “Lender” shall
mean “Lender and any subsequent holder of the Note”, the word “Note” shall mean
“the Note and any other evidence of indebtedness secured by the Loan Agreement”,
the word “Property” shall include any portion of the Property and any interest
therein, the phrases “attorneys’ fees,” “legal fees” and “counsel fees” shall
include any and all attorney’s, paralegal and law clerk fees and disbursements,
including, but not limited to, fees and disbursements at the pre-trial,
trial and appellate levels incurred or paid by Lender in protecting its
interest in the Property, the Leases and the Rents and enforcing its rights
hereunder; whenever the context may require, any pronouns used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural and vice versa.


Section 5.4             Inapplicable Provisions.  If any term, covenant or condition of this
Assignment is held to be invalid, illegal or unenforceable in any respect, this
Assignment shall be construed without such provision.


Section 5.5             Governing Law.  This Assignment shall be governed by and
construed in accordance with the laws of the state in which the Property is
located (without regard to any conflict of laws or principles) and the
applicable laws of the United States of America.


Section 5.6             Termination of Assignment.  Upon payment in full of the Debt, this
Assignment shall become and be void and of no effect.


Section 5.7             Notices.  All notices or other written communications
hereunder shall be delivered in accordance with Section 10.6 of the Loan
Agreement.


Section 5.8             WAIVER OF
TRIAL BY JURY.  BORROWER
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS ASSIGNMENT, THE NOTE, OR THE
OTHER LOAN 



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DOCUMENTS OR ANY ACTS OR
OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION
THEREWITH.


Section 5.9             Exculpation.  The provisions of Section 9.3 of the
Loan Agreement are hereby incorporated by reference into this Assignment to the
same extent and with the same force as if fully set forth herein.


Section 5.10           Successors and Assigns.  This Assignment shall be binding upon and
inure to the benefit of Borrower and Lender and their respective successors and
assigns forever.


Section 5.11           Headings, Etc.  The headings and captions of various
paragraphs of this Assignment are for convenience of reference only and are not
to be construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.


[NO FURTHER TEXT ON THIS
PAGE]



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IN WITNESS WHEREOF, Borrower has executed this
instrument the day and year first above written.


	
   

  	
  BEHRINGER HARVARD THREE PARKWAY,

  LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Gerald J. Reihsen, III

  
	
   

  	
  Title: Secretary

  



 









 



ACKNOWLEDGMENT


	
  STATE OF TEXAS

  	
  )

  
	
   

  	
  :

  
	
   

  	
  COUNTY

  	
  )

  
			



 


I,
the undersigned, a notary public in and for said county in said state, hereby
certify that GERALD J. REIHSEN, III, whose name as Secretary of BEHRINGER
HARVARD THREE PARKWAY, LLC, a Delaware limited liability company, is signed to
the foregoing instrument, and who is known to me, acknowledged before me on
this day that, being informed of the contents of said instrument, he, as such
officer and with full authority, executed the same voluntarily for and as the
act of said limited liability company.


Given
under my hand and official seal this             
day of                                     ,
2006.


	
  

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  [NOTARIAL SEAL]

  	
  My commission expires:

  	
   

  



 









 



EXHIBIT A


LEGAL DESCRIPTION


ALL THAT CERTAIN tract or parcel of land, together with all buildings
and other improvements now or hereafter erected thereon.


SITUATE in the Eighth Ward of the City of Philadelphia, Commonwealth of
Pennsylvania and described in accordance with an ALTA/ACSM Survey of Three
Parkway #1601-1645 Cherry Street, made by William E. Barton, Barton &
Martin Engineers, dated May 31, 2001 and last revised December 10, 2001, as
follows:


BEGINNING at the intersection of the Westerly side of Sixteenth Street
(50 feet wide) and the Northerly side of Cherry Street (40 feet wide); thence
extending Westwardly, along the said side of Cherry Street, 357 feet, 2-1/8
inches to the point of intersection thereof with the Northeasterly side of The
Benjamin Franklin Parkway (140 feet wide); thence extending Northwestwardly,
along the said side of said Parkway, 47 feet, 0-1/8 inches to the point of
intersection thereof with the Easterly side of Seventeenth Street (50 feet
wide); thence extending Northwardly along the said side of Seventeenth Street,
83 feet, 3-1/4 inches to a point; thence extending Eastwardly, along a line
parallel to and 110 feet North of the Northerly side of Cherry Street, 396 feet
to a point on the Westerly side of Sixteenth Street; and thence extending
Southwardly, along the said side of Sixteenth Street, 110 feet to the point of
intersection thereof with the Northerly side of Cherry Street, being the point
and place of beginning.


CONTAINING 43,040.4 square feet (0.98807 acres), more or less.


BEING Nos. 1601-1645 Cherry Street, a/k/a Three Benjamin Franklin
Parkway.


TOGETHER with the rights and
benefits created and/or referred to in the Reciprocal Easement and Restriction
Agreement, dated February 13, 1996, by and between Friends Select School and
Garnet Company, recorded in Deed Book VCS 1083 page 267, as amended by the
First Amendment thereto, dated October 30, 1998 and recorded March 14, 2000 as
Instrument No. 50049344 and as amended by Second Amendment thereto, dated as of
June 28, 2001 and effective as of July 3, 2001, by and between AGL Investments
No.2 Limited Partnership and Friends Select School and joined in by Fiduciary
Corporation of Philadelphia Yearly Meeting of Friends, Trustee, and recorded
July 11, 2001, as Instrument No. 50290260.