LEASE
AGREEMENT





Between





BANK OF
AMERICA, N.A.





as
Tenant





and





FIRST
STATES INVESTORS 4100A, LLC





as
Landlord





Dated as
of September 24, 2003





Leased
Property:  74 Group “A” Properties Located in North
Carolina





TABLE OF
CONTENTS





Page1.
                DEFINITIONS:
                12.
                DEMISE;
      TITLE; CONDITION:
                73.
                TERM;
      RENEWAL OPTION:
                84.
                RENT:
                95.
                USE:
                126.
                NET
      LEASE; NONTERMINABILITY:
                137.
                TAXES
      AND OTHER CHARGES; LAW AND AGREEMENTS:
                148.
                LIENS:
                159.
                INDEMNIFICATION;
      FEES AND EXPENSES:
                1610.
                ENVIRONMENTAL
      MATTERS:
                1611.
                MAINTENANCE
      AND REPAIR:
                2012.
                ALTERATIONS
      AND ADDITIONS:
                2013.
                CONDEMNATION
      AND CASUALTY:
                2414.
                INSURANCE:
                2715.
                FlNANCIAL
      STATEMENTS:
                3016.
                RIGHT
      OF FIRST REFUSAL:
                3117.
                PURCHASE
      PROCEDURE:
                3218.
                INTENTIONALLY
      OMITTED
                3219.
                QUIET
      ENJOYMENT:
                3220.
                TERMINATION:
                3321.
                SUBLETTING;
      ASSIGNMENT:
                3322.
                ADVANCES
      BY LANDLORD:
                3423.
                CONDITIONAL
      LIMITATIONS - EVENTS OF DEFAULT AND REMEDIES:
                34




i





24.
                NOTICES:
                3925.
                ESTOPPEL
      CERTIFICATES:
                4026.
                NO
      MERGER:
                4027.
                SURRENDER:
                4028.
                SEPARABILITY:
                4129.
                BINDING
      EFFECT; MERGER, CONSOLIDATION AND DISPOSAL OF ASSETS:
                4130.
                SHOWING:
                4131.
                NATURE
      OF LANDLORD’S OBLIGATIONS:
                4232.
                SUBORDINATION:
                4233.
                ARBITRATION:
                4234.
                GRANTING
      OF EASEMENTS, ETC.:
                4635.
                WAIVER
      OF TRIAL BY JURY
                4736.
                RECORDING
      OF LEASE
                4737.
                MISCELLANEOUS:
                4838.
                TERMINATION
      OF ORIGINAL LEASE:
                48





SCHEDULE
      A
              DESCRIPTION
      OF LEASED PROPERTY; BASIC RENT SCHEDULESCHEDULE
      B
              INTENTIONALLY
      OMITTEDSCHEDULE
      C
              TERMINATION
      VALUESSCHEDULE
      D
              FORM
      OF ESTOPPEL CERTIFICATESCHEDULE
      E
              PERMITTED
      ENCUMBRANCESSCHEDULE
      F
              FORM
      OF SUBORDINATION, NON-DISTURBANCE ANDATTORNMENT
      AGREEMENT




ii


LEASE
AGREEMENT




THIS
LEASE AGREEMENT (this “Lease”) is dated as
of September __, 2003, between FIRST STATES INVESTORS 4100A, LLC (“Landlord”), a
Delaware limited liability company, having an office c/o First States Group,
L.P., 1725 The Fairway, Jenkintown, Pennsylvania 19046, and BANK OF AMERICA,
N.A. (“Tenant”), a national
banking association organized under the laws of the United States, having an
office at 100 North Tryon Street, 52nd Floor,
Charlotte, North Carolina 28255.




BACKGROUND OF
AGREEMENT




WHEREAS, NCNB National Bank of
North Carolina (the predecessor in interest to Tenant) and PREFCO III Limited
Partnership (the predecessor in interest to PREFCO III Realty LLC) (“Prefco”) were parties
to a certain Lease dated as of December 1, 1988 (as heretofore amended or
modified, the “Original Lease”);
and




WHEREAS, First States Group,
L.P. has acquired the interest of Prefco, as landlord, in and to the Original
Lease, and, with respect to the Leased Property hereinafter described in Article
2, has assigned such interest to Landlord; and




WHEREAS, Landlord has also
acquired from Liberty North Carolina Inc. (the “Remainderman”) the
interest of the Remainderman in the Leased Property, so that Landlord owns the
entire fee interest in the land and improvements that constitute the Leased
Property; and




WHEREAS, Landlord and Tenant
desire to terminate the Original Lease as it pertains to the Leased Property and
enter into this Lease for the purpose of setting forth their agreement
respecting the Leased Property, all as more fully hereinafter set
forth.




NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and
intending to be legally bound, Landlord and Tenant covenant and agree as
follows:




1.           DEFINITIONS:




As used
in this Lease the following terms have the meanings set forth
below.  Defined terms used in the Background of Agreement above, but
not defined below, shall have the meanings set forth in the Original
Lease:




“AAA” shall have the
meaning given to that term in Paragraph (d) of Article 33 hereof.




“Additional
Improvements” shall have the meaning given to that term in Paragraph (a)
of Article 12 hereof.




“Additional Rent”
shall have the meaning given to that term in Paragraph (c) of Article 4
hereof.





“Affiliate” or “Affiliates” means any
person or entity controlling, controlled by, or under common control with
another such person or entity.  “Control” as used
herein shall mean the possession, direct or indirect, or the power to direct or
cause the direction, of the management and policies of such controlled person or
entity.  The ownership, directly or indirectly, of more than fifty
percent (50%) of the voting securities of, or possession of the right to vote
in, the ordinary direction of its affairs, more than fifty percent (50%) of the
voting interest in, any person or entity shall be presumed to constitute such
control.  In the case of Landlord (if Landlord is a partnership), the
term Affiliate shall also include any person or entity controlling or controlled
by or under common control with any general partner of Landlord or any general
partner of Landlord’s general partner.




“Aggregate FMRV Rent”
shall have the meaning given to that term in Paragraph (e)(i) of Article 4
hereof.




“Alteration Threshold”
shall have the meaning given to that term in Paragraph (a) of
Article 12 hereof.




“Applicable Rate”
shall mean an annual rate of interest equal to the lesser of (i) the Prime Rate
plus two percent (2%) and (ii) the maximum contract interest rate per annum
allowed by North Carolina law.




“Appraiser” shall mean
an independent professional real estate appraiser, MAI or equivalent, with at
least ten (10) years’ experience appraising commercial real estate comparable to
the Leased Property, who shall be associated with a nationally-recognized real
estate services firm offering appraisal services, with local offices in the
region where the Leased Property is located, and which firm is not under
contract with or otherwise so associated with either Landlord or Tenant as to
reasonably impair its or their ability to render impartial judgments (it being
agreed that an Appraiser that performs residential or commercial property
appraisals for Tenant in Tenant’s capacity as a mortgage lender shall not be
disqualified from serving as an Appraiser solely as a result of such other
relationship with Tenant).




“Approval Matter”
shall have the meaning given to that term in Paragraph (b)(ii) of Article 33
hereof.




“Arbitration Notice”
shall have the meaning given to that term in Paragraph (b)(i) of Article 33
hereof.




“Bankruptcy Act” shall
mean Title 11 of the United States Code and any other Federal insolvency or
similar law, now or hereafter in effect.




“Base Price Index”
shall mean the CPI for September 2003.




“Basic Rent” shall
have the meaning given to that term in Paragraph (a) of Article 4
hereof.




“Binding ADR Dispute”
shall have the meaning given to that term in Paragraph (b)(ii) of Article 33
hereof.


2


“Business Day” shall
mean any day except Saturdays, Sundays, the days observed by the Federal,
Commonwealth of Pennsylvania or State of North Carolina governments as public
holidays, and days which Tenant observes as regularly scheduled bank
holidays.




“Casualty” shall have
the meaning given to that term in Paragraph (a) of Article 13
hereof.




“CPI” shall mean the
Consumer Price Index published by the Bureau of Labor Statistics of the United
States Department of Labor for “All Urban Consumers” in the table entitled
“Consumer Price Index: United States City Average,” or any successor index
thereto, all Items (1982-84=100) for the calendar year in
question.  In the event that the CPI is converted to a different
standard reference base or otherwise revised, the determination of amounts
hereunder to be determined by reference to the CPI shall be made with the use of
such conversion factor, formula or table for converting the CPI as may be
published by the Bureau of Labor Statistics or, if not so published, then with
the use of such conversion factor, formula or table as may be published by
Prentice-Hall, Inc. or any other nationally recognized publisher of similar
statistical information, or if a conversion factor, formula or table is
unavailable, Landlord and Tenant shall agree on another method to adjust the
CPI, or any successor thereto, to the figure that would have been arrived at had
the manner of computing the CPI in effect on the date of this Lease not been
altered. If Landlord and Tenant fail to agree upon a conversion factor, formula,
table or other method, the matter will be submitted for resolution by a
nationally recognized firm of certified public accountants selected by Landlord
and approved by Tenant, which approval shall not be unreasonably withheld, at
Tenant’s expense.




“Commencement Date”
shall mean September __, 2003, or such later date as Landlord shall acquire
title to the Leased Property from Prefco.




“Condemnation” shall
have the meaning given to that term in Paragraph (a) of Article 13
hereof.




“Contaminated
Property” shall have the meaning given to that term in Paragraph (e) of
Article 10 hereof.




“Depository” shall
have the meaning given to that term in Paragraph (d) of Article 13
hereof.




“Environmental Laws”
shall mean and include the Resource Conservation and Recovery Act, as amended by
the Hazardous and Solid Waste Amendments of 1984, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials
Transportation Act, the Toxic Substances Control Act, Clean Air Act, the Federal
Insecticide, Fungicide and Rodenticide Act and all applicable federal, state and
local environmental laws, ordinances, rules, regulations and publications, as
any of the foregoing may have been or may be from time to time amended,
supplemented or supplanted, and any other federal, state or local laws,
ordinances, rules, regulations and publications, now or hereafter existing
relating to regulation or control of toxic or hazardous substances or
materials.


3


“Equipment” shall have
the meaning given to that term in Article 2 hereof, but shall not include
any Tenant’s Equipment.




“Event of Default”
shall have the meaning given that term in Paragraph (a) of Article 23
hereof.




“Fair Market Purchase
Value” shall mean the fair market purchase sale value, as of the date the
determination is made, that would be obtained in an arm’s-length purchase and
sale agreement between an informed and willing seller and an informed and
willing buyer, neither of whom is under any compulsion to enter into such
transaction.




“Fair Market Rental
Value” shall mean the fair market rental value, as of the date the
determination is made, that would be obtained in an arm’s-length bond net lease
between an informed and willing tenant (other than a tenant in possession) and
an informed and willing landlord, neither of whom is under any compulsion to
enter into such transaction, for properties comparable in size, location and
quality to the Leased Property, for an equivalent term.  Such Fair
Market Rental Value shall be calculated assuming that (i) the Leased Property is
in the condition and state of repair required under the Lease, (ii) Tenant is in
compliance with the requirements of the Lease and (iii) Tenant will accept the
Leased Property in “AS-IS” condition.




“FDIC” shall have the
meaning given to that term in Paragraph (a) of Article 15 hereof.




“Force Majeure Events”
means events beyond Landlord’s or Tenant’s (as the case may be) control, which
shall include, without limitation, all labor disputes, governmental regulations
or controls, war, fire or other casualty, inability to obtain any material or
services, acts of God, or any other cause not within the reasonable control of
Landlord or Tenant (as the case may be).




“Governmental
Authority” means the United States, the state, county, city and political
subdivision in which a Leased Property is located or that exercises jurisdiction
over a Leased Property, Landlord or Tenant, and any agency, department,
commission, board, bureau or instrumentality of any of the foregoing that
exercises jurisdiction over a Leased Property, Landlord or Tenant.




“Hazardous Substance”
shall mean and include any, each and all substances or materials regulated
pursuant to any Environmental Laws, including, but not limited to, any such
substance, emission or material now or hereafter defined as or deemed to be a
regulated substance, hazardous substance, toxic substance, pesticide, hazardous
waste or any similar or like classification or categorization,
thereunder.




“Improvements” shall
have the meaning given to that term in Article 2 hereof.




“Indemnitee” shall
have the meaning given to that term in Paragraph (g) of Article 10
hereof.




“Initial Term” shall
have the meaning given to that term in Paragraph (a) of Article 3
hereof.


4


“JAMS” shall mean
Judicial Arbitration & Mediation Services, Inc.




“Land” shall have the
meaning given to that term in Article 2 hereof.




“Landlord’s mortgagee”
shall mean any institutional lender that holds a mortgage or deed of trust given
by Landlord which encumbers Landlord’s interest in the Leased
Property.




“Leased Property”
shall have the meaning given to that term in Article 2
hereof.  Each time there is an addition to, substitution, subtraction
from or other change in the configuration of the Leased Property as herein
provided, including, without limitation, pursuant to Article 13(c) (Casualty or
Condemnation) and Article 16 (Purchase and Sale), Landlord and Tenant shall
execute an amendment to Schedule
A of this Lease.




“Legal Requirements”
means any law, statute, ordinance, order, rule, regulation or requirement of a
Governmental Authority.




“Litigating Party”
shall have the meaning given to that term in Paragraph (f) of Section 23
hereof.




“Major Dispute” shall
have the meaning given to that term in Paragraph (b)(iii) of Article 33
hereof.




“Maximum Renewal Term Basic
Rent” shall have the meaning given to that term in Paragraph (e)(i) of
Article 4 hereof.




“Net Award” shall mean
the entire award, compensation, insurance proceeds or other payment, if any, on
account of any Condemnation or Casualty, less any expenses (including, but not
limited to, reasonable attorneys’ fees and expenses) incurred by Landlord in
collecting such award, compensation, insurance proceeds or other payment and not
paid (or reimbursed to Landlord) by Tenant pursuant to Article 13
hereof.




“OCC” shall have the
meaning given to that term in Paragraph (a) of Article 15 hereof.




“OTS” shall have the
meaning given to that term in Paragraph (a) of Article 15 hereof.




“Permitted
Encumbrances” shall mean, with respect to the Leased Property:
(a) rights reserved to or vested in any public authority by the terms of
any right, power, franchise, grant, license, permit or provision of law
affecting the Leased Property, to (i) terminate such right, power,
franchise, license or permit, provided that the exercise of such right would not
materially impair the use of the Leased Property or materially and adversely
affect the value thereof, or (ii) purchase, condemn, appropriate or
recapture, or designate a purchaser of, the Leased Property or any portion
thereof; (b) any liens thereon for taxes, assessments, fees and other
governmental and similar charges referred to in Article 7 of this Lease,
and any liens of mechanics, materialmen and laborers for work or services
performed or material furnished in connection with the Leased Property, which
are not due and payable, or which are not delinquent to the extent that
penalties for nonpayment may be assessed, or the amount or validity of which are
being contested as permitted by Paragraph (d) of Article 7 hereof;
(c) easements, rights-of-way, servitudes, restrictions and other minor
defects, encumbrances and irregularities in the title to the Leased Property
which do not materially impair the use of the Leased Property or materially and
adversely affect the value thereof; (d) rights reserved to or vested in any
public authority to control or regulate or use the Leased Property, which rights
do not materially impair the.  use of the Leased Property or
materially and adversely affect the value thereof; (e) any mortgage
affecting Landlord’s interest in the Leased Property and any assignment of this
Lease as further security for the note or notes secured thereby; and
(f) the matters affecting title set forth in Schedule E
hereto.


5


“Prime Rate” shall
mean the “prime rate” announced by Bank of America, N.A., or its successor, from
time to time (or if the Prime Rate is discontinued, the rate announced as that
being charged to said bank’s most credit-worthy commercial
borrowers).




“Renewal Option(s)”
shall have the meaning given to that term in Paragraph (b) of Article 3
hereof.




“Renewal Option Notice
Date” shall mean, with respect to a Renewal Option, the date on which
Tenant sends written notice of exercise of such Renewal Option to Landlord as
provided in Paragraph (c) of Article 4 hereof.




“Renewal Property”
shall have the meaning given to that term in Paragraph (b) of Article 3
hereof.




“Renewal Term(s)”
shall have the meaning given to that term in Paragraph (b) of Article 3
hereof.




“Rent” means annual
Basic Rent and Additional Rent.




“Rent Payment Date”
shall have the meaning given to that term in Paragraph (a) of Article 4
hereof.




“Requesting Party”
shall have the meaning given to that term in Paragraph (a)(i) of Article 33
hereof.




“Responding Party”
shall have the meaning given to that term in Paragraph (a)(i) of Article 33
hereof.




“SEC” shall mean the
Securities and Exchange Commission.




“Tenant’s Equipment”
shall mean computer systems, automated teller machines, bank security systems
including closed circuit television systems, safe deposit boxes, modular vaults,
teller equipment, counters (excluding undercounter steel and equipment),
shelving, signs, surrounds, modular furniture, furniture, drive-up motor bank
equipment, satellite communications equipment including antennas, trade
fixtures, machinery, equipment and other property of Tenant now or hereafter
used or useful in connection with Tenant’s business.


6


“Tenant’s Minimum Credit
Rating” shall have the meaning given to that term in Paragraph (e)(i) of
Article 10 hereof.




“Tenant’s Loss” shall
have the meaning given to that term in Paragraph (a) of Article 13
hereof.




“Term” shall mean the
Initial Term, plus any Renewal Term which may be effected pursuant to
Article 3 hereof.




“Termination Date”
shall have the meaning given to that term in Paragraph (c) of
Article 13 hereof.




“Termination Value”
shall have the meaning given to that term in Paragraph (c) of
Article 13 hereof.




“Third Party Offer”
shall have the meaning given to that term in Article 16
hereof.




2.           DEMISE;
TITLE; CONDITION:





In
consideration of the agreements and provisions of this Lease hereinafter
stipulated to be observed and performed by Tenant, Landlord hereby demises and
lets to Tenant, and Tenant hereby leases from Landlord, subject to the terms and
conditions hereinafter set forth, for the term described in Article 3
hereof, those certain parcels of land (the “Land”) described in
Schedule A
annexed hereto, together with all buildings, structures and improvements (the
“Improvements”)
thereon, and all easements and appurtenances thereto, and all other facilities,
fixtures, machinery, apparatus, installations, equipment and other property used
in connection with the maintenance and operation of the Improvements, including,
but not limited to, all heating, ventilating, air conditioning, plumbing, and
electrical equipment, lighting and lighting equipment, elevators and escalators,
non-bank security systems, vault doors, teller counters, cages and undercounter
steel, drive-up motor bank facilities, night depository boxes, security system
wiring, utility lines, refuse facilities, waste removal systems, generators,
transformers, cooling towers, maintenance depots, power plants, storage tanks,
fire pumps, fire control, sprinkler and stand pipe systems, emergency power and
automatic transfer switches, air conditioning units, building and site controls,
sewerage facilities, automated mail distribution systems and all associated
piping, wiring, conduits, feeders, tracks, plumbing, drainage facilities and all
other property owned by Landlord and now or hereafter located on the Land and
used or procured for use in connection with the Improvements (collectively the
“Equipment”;
the Land, the Improvements and the Equipment being hereinafter referred to
individually or collectively from time to time as the context requires as the
“Leased
Property”).  The Leased Property shall exclude Tenant’s
Equipment, which is, and shall remain, the property of Tenant.





The
Leased Property is demised and let in its present condition without
representation or warranty by Landlord, subject to (a) the rights of any
parties in possession thereof, (b) the Permitted Encumbrances, (c) any
state of facts which an accurate survey or physical inspection might show,
(d) all applicable laws, rules, regulations, ordinances and restrictions
now in effect, and (e) any violations of such laws, rules, regulations,
ordinances and restrictions which may exist at the commencement of the Term of
this Lease.  Tenant has examined the Leased Property and has found the
same to be satisfactory.


7





Tenant
acknowledges that Tenant is fully familiar with the physical condition of the
Leased Property and that Landlord makes no representation or warranty, express
or implied, with respect to same or the location, use, description, design,
merchantability, fitness for use for a particular purpose, condition or
durability thereof, or as to quality of the material or workmanship therein, or
otherwise; and all risks incidental to the Leased Property shall be borne by
Tenant to the extent of matters which arise during the Term of this
Lease.  Landlord leases and Tenant accepts the Leased Property as is
with all faults and in the event of any defect or deficiency of any nature in
the Leased Property or any fixture or other item constituting a portion thereof,
whether patent or latent, neither Landlord nor Landlord’s mortgagee shall have
any responsibility or liability with respect thereto.  THE PROVISIONS
OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE
EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM ANY AND
ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED
PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER
ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR
HEREAFTER IN EFFECT OR OTHERWISE.





3.           TERM;
RENEWAL OPTION:




(a)          Subject
to the provisions hereof, Tenant shall have and hold the Leased Property for an
initial term (“Initial
Term”) which shall begin on the Commencement Date and shall end on the
last day of the month in which the twentieth (20th) anniversary of the
Commencement Date occurs.  Except as otherwise expressly noted, the
Term of this Lease shall also include any Renewal Term(s) properly exercised by
Tenant as hereinafter provided.





(b)          Provided
that no Event of Default shall have occurred and be continuing and subject to
the conditions hereinafter set forth, Tenant is hereby granted options
(individually, a “Renewal Option” and,
collectively, the “Renewal Options”) to
renew the Term of this Lease for one or more Leased Properties which remain
subject to this Lease at the time of notice and at the time of renewal (each
Leased Property for which a Renewal Option is exercised by Tenant, a “Renewal Property”;
and if more than one, the “Renewal Properties”)
for up to thirty (30) years in consecutive periods of not less than five (5)
years (nor more than ten (10) years) each, as determined by Tenant in its sole
discretion (individually, a “Renewal Term” and
collectively the “Renewal Terms”);
provided that the Term of this Lease shall not extend for more than fifty (50)
years, beginning on the Commencement Date of this Lease.  Tenant shall
not have the right to exercise its option to renew this Lease for any one or
more Renewal Properties for more than one (1) Renewal Term at a
time.  All of the terms, conditions, covenants and agreements
contained herein shall continue with equal force and effect with respect to any
Renewal Terms created by the proper exercise by Tenant of its option to renew as
contained herein; provided that the Basic Rent for each Renewal Property shall
be determined as provided in Paragraph (e) of Article 4 below.


8


(c)          The
first Renewal Term shall commence at the expiration of the Initial Term, and
each subsequent Renewal Term shall commence at the expiration of the prior
Renewal Term.  Tenant shall exercise its options to renew, if at all,
by delivering notice of such election to Landlord not later than twelve (12)
months prior to the expiration of the Initial Term or the expiration of the then
current Renewal Term, as the case may be.  IN ORDER TO PREVENT
TENANT’S INADVERTENT FORFEITURE OF ANY THEN REMAINING RENEWAL OPTION, IF TENANT
SHALL FAIL TO TIMELY EXERCISE ANY AVAILABLE RENEWAL OPTION, TENANT’S RIGHT TO
EXERCISE SUCH RENEWAL OPTION SHALL NOT LAPSE UNTIL LANDLORD SHALL DELIVER TO
TENANT WRITTEN NOTICE THAT SUCH NOTICE OF EXERCISE HAS NOT BEEN DELIVERED AND
TENANT SHALL THEREAFTER FAIL TO EXERCISE SUCH RENEWAL OPTION WITHIN TEN (10)
DAYS FOLLOWING THE DELIVERY OF SUCH NOTICE.




4.           RENT:




(a)          Basic
Rent.  Beginning on the Commencement Date and continuing
throughout the Term of this Lease, Tenant shall pay to Landlord the annual basic
rent provided for in Schedule
A annexed hereto (“Basic Rent”), in
advance, on October 1 of each year (the “Rent Payment
Date”).  Tenant shall pay to Landlord all Basic Rent and (to
the extent payable to Landlord) and Additional Rent by wire transfer of federal
funds or collected funds immediately available to Landlord on the dates when
rent is due, at Landlord’s address set forth above, or at such other place in
the continental United States as Landlord may from time to time
designate.  In the event that a Leased Property ceases to be subject
to this Lease and, as a result thereof, Tenant’s obligation to pay Basic Rent
with respect thereto terminates as herein provided, effective as of the date the
of such termination, the Basic Rent payable by Tenant hereunder shall be reduced
by the percentage allocated to the removed Leased Property on Schedule
A annexed hereto.  Whenever during the Term a Leased Property
is added to or removed from this Lease as herein provided, Landlord and Tenant
shall amend Schedule
A to reflect such addition or removal and to reallocate the Basic Rent
among the Leased Properties then subject to this Lease.




(b)          Holidays.  If
any Rent Payment Date falls on a day which is not a Business Day, Basic Rent
shall be due and payable on the next succeeding Business Day without interest or
penalty if paid on such Business Day.




(c)          Additional
Rent.  All amounts which Tenant is required to pay or discharge
pursuant to this Lease in addition to Basic Rent (including any amount payable
as the purchase price for the Leased Property pursuant to any provision hereof
or as liquidated damages pursuant to paragraph (c) of Article 23) together with
any interest or penalty which may be added for late payment thereof, shall
constitute additional rent hereunder (“Additional Rent”). In
the event of any failure by Tenant to pay or discharge any such amount, Landlord
shall have all rights, powers and remedies provided for herein or by law or
otherwise in the case of nonpayment of Basic Rent. Tenant may pay Additional
Rent directly to the person entitled thereto.


9


(d)          Late
Charge.  Tenant recognizes that late payment of any Rent will
result in administrative and other expense to Landlord.  Therefore,
other remedies for nonpayment of Rent notwithstanding, (i) in the event any
installment of Basic Rent is not received by Landlord on or before the fifth
(5th) day following the Rent Payment Date, and such amount shall remain unpaid
for more than five (5) days after Tenant’s receipt of written notice that such
amount is past due, then Tenant shall pay to Landlord a late charge equal to two
and one half (21⁄2%) percent of the past due installment of Basic Rent, and (ii)
in the event any payment of Additional Rent is not received by Landlord within
five (5) days after Tenant’s receipt of written notice that such amount is past
due, then Tenant shall pay to Landlord an additional charge in an amount equal
to the lesser of Two Thousand Five Hundred Dollars ($2,500.00) or one percent
(1%) of the overdue amount.  Any notice of overdue payment for which
Tenant shall be subject to a late charge shall state, in all capital letters (or
other prominent display), that Tenant’s failure to remit payment by the
appointed date shall result in the imposition of a late
charge.  Landlord may not send any such notice of overdue payment to
Tenant prior to the fifth (5th) day following the date such payment is due, and
if any such premature notice is sent, it shall be deemed to have been sent on
the fifth (5th) day following the date such payment was
due.  Notwithstanding the foregoing, Tenant shall not be obligated to
pay a late charge on installments of Rent to the extent that Tenant’s payment is
deficient by an amount that is less than or equal to one percent (1%) of the
total amount due; provided that Tenant shall remit the amount of the deficiency
promptly upon and, in any extent, within five (5) Business Days following
Tenant’s receipt of written notice from Landlord that the same is past
due.  All additional charges described herein are not intended as a
penalty, but are intended to liquidate the damages so occasioned to Landlord and
to reimburse Landlord for Landlord’s additional costs in processing such late
payment, which amounts shall be added to the Rent then due.




(e)          Rent During Renewal
Term.




(i)           The
annual Basic Rent to be paid by Tenant for each Renewal Property during a
Renewal Term shall equal the Fair Market Rental Value of such Renewal Property
during such Renewal Term as determined by the parties or, in the absence of
their agreement, determined by appraisal as expressed below; provided that (i)
during the first Renewal Term immediately following the expiration of the
Initial Term, the annual Basic Rent payable for all Renewal Properties, computed
on an aggregate basis, shall not exceed one hundred ten percent (110%) of the
annual Basic Rent payable by Tenant for all Renewal Properties immediately prior
to the commencement of such first Renewal Term, computed on an aggregate basis,
and (ii) during the second and all subsequent Renewal Terms, the annual Basic
Rent payable for all Renewal Properties shall not exceed one hundred five
percent (105%) of the annual Basic Rent payable by Tenant for all Renewal
Properties immediately prior to the commencement of such Renewal Term, computed
on an aggregate basis (the maximum aggregate annual Basic Rent as so determined,
the “Maximum Renewal
Term Basic Rent”).  If the aggregate Fair Market Rental Values
of the Renewal Properties (collectively, the “Aggregate FMRV Rent”)
exceeds the Maximum Renewal Term Basic Rent, the Fair Market Rental Values of
the Renewal Properties shall be proportionately reduced by multiplying each such
Fair Market Rental Values by a fraction, expressed as a decimal, the numerator
of which is the Maximum Renewal Term Basic Rent and the denominator of which is
the Aggregate FMRV Rent, so that the annual Basic Rent for the Renewal
Properties shall, in the aggregate, equal the Maximum Renewal Term Basic
Rent.


10


(ii)           Within
thirty (30) days following the Renewal Option Notice Date, Landlord shall
deliver to Tenant a proposal setting forth Landlord’s determination of the Fair
Market Rental Value for the Renewal Properties during the applicable Renewal
Term.  For thirty (30) days thereafter, Landlord and Tenant shall
negotiate in good faith to reach agreement as to the Fair Market Rental Value
for the Renewal Properties.  Tenant’s leasing of the Renewal
Properties shall be upon the same terms and conditions as set forth in this
Lease, except (A) the annual Basic Rent during the Renewal Term shall be
determined as specified in Paragraphs (e)(i) and (e)(iii) of this Article 4 and
(B) the leasehold improvements for the space in question will be provided in
their existing condition, on an “AS-IS” basis at the time the Renewal Term
commences.  Once established, the annual Basic Rent for the applicable
Renewal Term will remain fixed for each Renewal Term, and be paid annually in
advance on the Rent Payment Date.




(iii)          If
Landlord and Tenant are unable to reach a definitive agreement as to the Fair
Market Rental Value applicable to the Renewal Properties within sixty (60) days
following the Renewal Option Notice Date, the Fair Market Rental Value will be
submitted for resolution in accordance with the provisions of this Article
4(e)(iii).  Within seventy-five (75) days following the Renewal Option
Notice Date (or, if later, within fifteen (15) days following the date on which
either Landlord or Tenant notifies the other party in writing that such
notifying party desires to have the annual Basic Rent for a Renewal Term
determined by appraisal), Landlord and Tenant shall each select and engage an
Appraiser to determine the Fair Market Rental Value of the Renewal
Properties.  If either party fails to select and engage an Appraiser
within such time, if such failure continues for more than five (5) Business Days
following such party’s receipt of written notice that states in all capital
letters (or other prominent display) that such party has failed to select an
Appraiser as required under the Lease and will be deemed to have waived certain
rights granted to it under the Lease unless it selects an Appraiser within five
(5) Business Days, the Fair Market Rental Value will be determined by the
Appraiser engaged by the other party.  Each Appraiser shall prepare an
appraisal report and submit it to both Landlord and Tenant within thirty (30)
days following the date on which the last Appraiser was selected.  If
the higher of the two appraisals of Fair Market Rental Value does not exceed one
hundred five percent (105%) of the lower of the two appraisals of Fair Market
Rental Value, then the average of the two (2) appraisals shall be the Fair
Market Rental Value for the Renewal Property.  If the higher of the
two appraisals of Fair Market Rental Value exceeds one hundred five percent
(105%) of the lower of the two appraisals of Fair Market Rental Value, then
within seven (7) days after receipt by Landlord and Tenant of both appraisal
reports, the Appraisers selected by Landlord and Tenant shall agree on a third
Appraiser to determine Fair Market Rental Value.  The third Appraiser
shall not perform a third appraisal, but shall, within ten (10) days after his
or her designation, select one (1) of the two (2) appraisals already performed,
whichever of the two appraisals the third Appraiser determines to be closest to
Fair Market Rental Value, as the controlling determination of the Fair Market
Rental Value.  The decision of the third Appraiser shall be
conclusive, and, subject to the limitations expressed in Paragraph (e)(i) of
this Article 4, shall be the Fair Market Rental Value for the Renewal Properties
for the Renewal Term.  Each party shall pay the costs of its Appraiser
and one-half of the cost of the third Appraiser.  The instructions to
the Appraisers with respect to the determination of the Fair Market Rental Value
applicable to such space will be to determine the Fair Market Rental Value for
such space as of the relevant Renewal Term, assuming that such space will be
leased on an “AS-IS” basis.  Within thirty (30) days following the
determination of the Fair Market Rental Value, Tenant shall elect one (1) of the
following options:  (A) to revoke the exercise of the subject Renewal
Option, in which event, the Term of this Lease for the Leased Properties to
which the notice of revocation applies shall automatically, and without further
action of Landlord or Tenant, expire on the later of (1) the expiration of the
then existing Term of this Lease or (2) the last day of the calendar month that
is six (6) months following the month in which Tenant’s notice of revocation was
given to Landlord or (B) to renew the Lease at the rate to be determined in
accordance with this Article 4(e)(iii) after the Fair Market Rental Value has
been determined by appraisal.  If Tenant fails to exercise any of the
foregoing options within the thirty (30) day period, Tenant shall be deemed to
have elected option (A).  If Tenant has elected option (B), Tenant
thereby shall have irrevocably exercised its right to renew the Term and Tenant
may not thereafter withdraw the exercise of the Renewal Option; in such event
the renewal of this Lease (as to the Renewal Properties) shall be upon the same
terms and conditions of this Lease, except (i) the annual Basic Rent during the
Renewal Term shall be determined in accordance with the foregoing provisions and
(ii) the leasehold improvements for the space in question will be provided in
their existing condition, on an “AS-IS” basis at the time the Renewal Term
commences.  If the annual Basic Rent for a Renewal Term has not been
determined prior to the commencement of such Renewal Term, Tenant shall pay to
Landlord as of the commencement of the Renewal Term the same annual Basic Rent
as Tenant was paying immediately prior to the commencement of the Renewal Term,
subject to adjustment upon final determination.  Once established, the
annual Basic Rent for the Renewal Term will remain fixed for each Renewal Term,
and be paid annually in advance on the Rent Payment Date.


11


(iv)          Notwithstanding
anything to the contrary contained in this Article 4(e), subject to the
provisions of Paragraph (b) of Article 3 above, Tenant’s failure to give the
required renewal notice with respect to the Leased Properties in conformity with
the requirements of Paragraph (c) of Article 3 above shall render the upcoming
and all subsequent Renewal Options for such Leased Properties, if there by any,
null and void.




5.           USE:





Tenant
may use each Leased Property as a branch bank or for administrative office
purposes or for other activities permitted under applicable banking laws; or for
any purpose not prohibited by law and by any certificate of occupancy provided
that any such use or uses shall not materially reduce the fair market value of
such Leased Property nor increase by more than a de minimis amount the risk of
contamination by any toxic or hazardous substances or in violation of
Environmental Laws, or result in any increased risk of liability to Landlord, in
Landlord’s reasonable judgment, and provided, further, that any and all
alterations and improvements to each Leased Property shall be subject to the
terms, conditions and limitations contained in Article 12, below.  It
is expressly agreed by Landlord that Tenant’s ceasing to do business in a Leased
Property and vacating a Leased Property shall not constitute an Event of Default
hereunder so long as such Leased Property continues to be maintained by Tenant
as otherwise required by the terms hereof.


12


6.           NET
LEASE; NONTERMINABILITY:




(a)           Tenant to Pay All
Costs.  This Lease is a “net lease” and Tenant’s obligations
arising or accruing during the Term of this Lease to pay all Basic Rent,
Additional Rent, and all other payments hereunder required to be made by Tenant
shall be absolute and unconditional, and Tenant shall pay all Basic Rent,
Additional Rent and all other payments hereunder required to be made by Tenant
without notice, demand, counterclaim, set-off, deduction, or defense, and
without abatement, suspension, deferment, diminution or reduction, free from any
charges, assessments, impositions, expenses or deductions of any and every kind
or nature whatsoever.  All costs, expenses and obligations of every
kind and nature whatsoever relating to the Leased Property and the appurtenances
thereto and the use and occupancy thereof which may arise or become due and
payable with respect to the Term of this Lease (whether or not the same shall
become payable during such Term or thereafter) shall be paid by Tenant, and
Landlord shall be indemnified, defended and saved harmless by Tenant from and
against the same other than by reason of Landlord’s willful misconduct or
negligence.  Tenant assumes the sole responsibility for the condition,
use, operation, maintenance, underletting and management of the Leased Property,
and Tenant shall indemnify, defend and hold Landlord harmless from and against
any and all liability, costs, damages, losses and claims (including reasonable
attorneys’ fees and expenses) in respect thereof, except as caused by the
negligence or willful misconduct of Landlord, and Landlord shall have no
responsibility in respect thereof and shall have no liability for damage to the
property of Tenant or any subtenant of Tenant on any account or for any reason
whatsoever, except as caused by the negligence or willful misconduct of
Landlord.  Without limiting the generality of the foregoing, during
the Term of this Lease Tenant shall perform all of the obligations of the
sublessor under any sublease affecting all or any part of the Leased Property
which Tenant may hereafter enter into as sublessor.





(b)           Nonterminability.  Except
as otherwise expressly provided herein, this Lease shall not terminate, nor
shall Tenant have any right to terminate this Lease or to be released or
discharged from any obligations or liabilities hereunder for any reason,
including, without limitation: (i) any damage to or destruction of any Leased
Property; (ii) any restriction, deprivation or prevention of, or any
interference with, any use or the occupancy of any Leased Property; (iii) any
Condemnation, requisition or other taking or sale of the use, occupancy or title
to any Leased Property; (iv) any action, omission or breach on the part of
Landlord under this Lease or under any other agreement between Landlord and
Tenant; (v) the inadequacy or failure of the description of any Leased Property
to demise and let to Tenant the property intended to be leased hereby; (vi)
Tenant’s acquisition of ownership of any Leased Property, or any sale or other
disposition of a Leased Property; (vii) the impossibility or illegality of
performance by Landlord or Tenant or both; or (viii) any other cause, whether
similar or dissimilar to the foregoing, any present or future law
notwithstanding.





(c)           Bankruptcy; Tenant to Remain
Liable.  Tenant will remain obligated under this Lease in
accordance with its terms, and will not take any action to terminate (except in
accordance with the express provisions of Article 13 hereof), rescind or
avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency,
reorganization, liquidation, dissolution or other proceeding affecting Landlord
or any assignee of Landlord, or any action with respect to this Lease which may
be taken by any receiver, trustee or liquidator or by any
court.  Tenant waives all rights at any time conferred by statute or
otherwise to quit, terminate or surrender this Lease or the Leased Property, or
to any abatement or deferment of any amount payable by Tenant hereunder, or for
damage, loss or expense suffered by Tenant on account of any cause referred to
in this Article 6 or otherwise, or for damage, loss or expense suffered by
Tenant on account of any cause referred to in this Article 6 or
otherwise.


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7.           TAXES
AND OTHER CHARGES; LAW AND AGREEMENTS:




(a)           Taxes,
Assessments.  Tenant shall pay and discharge, not later than
the last day upon which the same may be paid without interest or penalty, all
taxes, assessments, levies, fees, water and sewer rents and other governmental
and similar charges, general and special, ordinary or extraordinary, and any
interest and penalties thereon, which are levied or assessed and become due and
payable with respect to the Term of this Lease, whether or not the same become
payable during the Term of this Lease (including all of the taxes, assessments,
levies, fees, water and sewer rents and other governmental charges for the year
in which this Lease is executed which are now a lien but not yet due and
payable) against (i) Landlord and which relate to Landlord’s ownership of
the Leased Property, the use and occupancy of the Leased Property or the
transactions contemplated by this Lease, (ii) Landlord’s mortgagee and
which are imposed in respect of Landlord’s mortgagee’s interest in the Leased
Property, the use and occupancy of the Leased Property or the transactions
contemplated by this Lease, (iii) the Leased Property or the interest of
Tenant or Landlord therein, (iv) Basic Rent, Additional Rent or any other
amount payable by Tenant hereunder, (v) this Lease or the interest of
Tenant or Landlord hereunder, (vi) the use, occupancy, construction, repair
or rebuilding of the Leased Property or any portion thereof, or (vii) gross
receipts from the Leased Property.  If any tax or assessment levied or
assessed against the Leased Property may legally be paid in installments, Tenant
shall have the option to pay such tax or assessment in
installments.  Nothing in this Lease shall require payment by Tenant
of any franchise, estate, inheritance, succession, transfer, net income or
profits taxes of Landlord or Landlord’s mortgagee, unless such tax is in lieu of
or a substitute for any other tax or assessment upon or with respect to the
Leased Property, which, if such other tax or assessment were in effect, would be
payable by Tenant hereunder.  Tenant shall furnish to Landlord,
promptly, and in any event within sixty (60) days after payment thereof, at
Landlord’s request, proof of the payment of any such tax, assessment, levy, fee,
rent or charge which is payable by Tenant, subject to Tenant’s right to contest
such charges pursuant to Article 7(d) hereof.  Such taxes,
assessments, levies, fees, water and sewer rents and other governmental charges
shall be apportioned between Landlord and Tenant as of the date on which this
Lease terminates or expires.





(b)           Utility
Charge.  Tenant shall pay all charges for utility,
communication and other services rendered or used on or about the Leased
Property during the Term of this Lease, whether or not payment therefor shall
become due after the Term of this Lease.





(c)           Compliance with
Laws.  Tenant shall at all times during the Term of this Lease,
at Tenant’s own cost and expense, perform and comply with, and shall use its
reasonable efforts to cause its agents, visitors and invitees to comply with,
all Legal Requirements relating to the Leased Property, or the Improvements
thereon, or the facilities or equipment thereon or therein, or the streets,
sidewalks, vaults, vault spaces, curbs and gutters adjoining the Leased
Property, or the appurtenances to the Leased Property, or the franchises and
privileges connected therewith, whether or not such Legal Requirements so
involved shall necessitate structural changes, improvements, interference with
use and enjoyment of the Leased Property, replacements or repairs, extraordinary
as well as ordinary, and Tenant shall so perform and comply, whether or not such
Legal Requirements shall now exist or shall hereafter be enacted or promulgated,
and whether or not such Legal Requirements can be said to be within the present
contemplation of the parties hereto.


14





(d)           Contest Charges and
Compliance.  Tenant shall have the right to contest, by
appropriate legal proceedings, any tax, charge, levy, assessment, lien or other
encumbrance, and/or any Legal Requirement affecting the Leased Property, and to
postpone payment of or compliance with the same during the pendency of such
contest; provided that in the event of such postponement or payment or
noncompliance: (i) Tenant shall not postpone the payment of any such tax,
charge, levy, assessment, lien or other encumbrance for such length of time as
shall permit the Leased Property, or any lien thereon created by such item being
contested, to be sold by federal, state, county or municipal authority for the
non-payment thereof; (ii) Tenant shall not postpone compliance with any
such Legal Requirement if Landlord will thereby be subject to civil liability or
criminal prosecution, or if any Governmental Authority shall commence a process
according to applicable law to carry out any work to comply with the same or to
foreclose or sell any lien affecting all or part of the Leased Property which
shall have arisen by reason of such postponement or failure of compliance; and
(iii) Tenant shall pay, in a timely fashion, all Basic Rent and Additional
Rent (other than any item of Additional Rent that Tenant is permitted to contest
pursuant to this Lease, so long as Tenant satisfies all of the requirements of
this Lease relating to such contest) which shall become due and payable under
this Lease.  At the request of Tenant, Landlord agrees to cooperate
with Tenant in connection with any such contest, provided that Tenant pays all
reasonable expenses, including reasonable attorneys’ fees, incurred by Landlord
in connection with any such contest.





8.           LIENS:




Tenant
will promptly, but no later than sixty (60) days after receipt of actual notice
of the filing thereof, remove and discharge of record, by bond or otherwise, any
charge, lien, security interest or encumbrance upon the Leased Property, or any
Basic Rent, or Additional Rent which arises for any reason, including all liens
which arise out of the possession, use, occupancy, construction, repair or
rebuilding of the Leased Property or by reason of labor or materials furnished
or claimed to have been furnished to Tenant for the Leased Property, but not
including any Permitted Encumbrances.  Nothing contained in this Lease
shall be construed as constituting the consent or request of Landlord, express
or implied, to or for the performance by any contractor, laborer, materialman,
or vendor of any labor or services or for the furnishing of any materials for
any construction, alteration, addition, repair or demolition of or to the Leased
Property or any part thereof.  Notice is hereby given that Landlord
will not be liable for any labor, services or materials furnished or to be
furnished to Tenant, or to anyone holding an interest in the Leased Property or
any part thereof through or under Tenant, and that no mechanics’ or other liens
for any such labor, services or materials shall attach to or affect the interest
of Landlord in and to the Leased Property.  In the event of the
failure of Tenant to discharge any charge, lien, security interest or
encumbrance as aforesaid, Landlord may discharge such items by payment or bond
or both, and Tenant will repay to Landlord, upon demand, any and all amounts
paid by Landlord therefor, or by reason of any liability on such bond, and also
any and all incidental expenses, including reasonable attorneys’ fees, incurred
by Landlord in connection therewith.


15





9.           INDEMNIFICATION;
FEES AND EXPENSES:




(a)           Indemnification by
Tenant.  Tenant shall pay, and shall protect, defend, indemnify
and hold Landlord and Landlord’s mortgagee harmless from and against all
liabilities, losses, damages, costs, expenses (including reasonable attorneys’
fees and expenses), claims, demands or judgments of any nature arising from or
in connection with the following events to the extent such events arise during
the Term of this Lease: (i) any injury to, or the death of, any person or any
damage to or loss of property on the Leased Property or growing out of or
directly or indirectly connected with the ownership by Landlord, use, nonuse,
occupancy, construction, repair or rebuilding of the Leased Property (or
adjoining property, to the extent that any loss or damage to adjoining property
arises from or out of the Leased Property), or resulting from the condition
thereof, other than any injury, death, damage or loss arising out of Landlord’s
or Landlord’s mortgagee’s willful misconduct or negligence; and (ii) violation
by Tenant of any provision of this Lease whether or not such violation results
in a violation of any provision of any mortgage affecting Landlord’s interest in
the Leased Property, or of any law, rule, regulation, ordinance or restriction,
now or hereafter in effect and affecting the Leased Property, or of any lease or
other agreement relating to the Leased Property now or hereafter in effect to
which Tenant is a party or by which Tenant is bound, or of any agreement of
which Tenant now has actual or constructive notice and which is now in effect,
affecting the Leased Property or the ownership by Landlord, use, nonuse,
occupancy, construction, repair or rebuilding thereof.




(b)           Notice;
Proceedings.  Should any event occur for which any party hereto
is entitled to indemnification pursuant to this Article 9 or other provisions of
this Lease, such party shall provide prompt written notice to the other parties
describing the nature of such claim. The indemnifying party may assume
responsibility for any action to be taken to contest the claim provided that the
indemnifying party will notify the indemnitees in writing of its intention to
contest such claim within thirty (30) days after receipt of notice of the claim
from the indemnitees. The indemnifying party, at its sole expense, may control
all proceedings relating to such contest. The indemnitees will cooperate with
the indemnifying party in contesting such claim, provided that the indemnifying
party indemnifies and holds harmless the indemnitees for all reasonable costs
and expenses (including, without limitation, reasonable attorneys’ fees and
expenses) relating to contesting such claim.





10.         ENVIRONMENTAL
MATTERS:




(a)         Representations and
Covenants.  Tenant represents, covenants and warrants to
Landlord that:




(i)           at
all times during the Term of this Lease Tenant and the Leased Property shall
comply in all material respects with all Environmental Laws;





(ii)           to
the best of Tenant’s knowledge, no notices, complaints or orders of violation or
non-compliance of any nature whatsoever have been issued to Tenant or, to the
best of Tenant’s knowledge, any current or prior tenant or owner of the Leased
Property, and no federal, state or local environmental investigation is pending
or overtly threatened, with regard to the Leased Property or any use thereof or
any alleged violation of Environmental Laws with regard to the Leased
Property;


16





(iii)          the
Leased Property has not been used by Tenant or, to the best of Tenant’s
knowledge, by any prior owner, and will not be used by Tenant at any time during
the Term of this Lease to generate, manufacture, refine, produce, or process any
Hazardous Substance or to store, handle, transfer or transport any Hazardous
Substance other than routine uses of products in lawful quantities in compliance
with Environmental Laws;





(iv)    
     to the best of Tenant’s knowledge, no underground
storage tanks or surface impoundments are constructed, operated or maintained on
or under the Leased Property;





(v)           to
the best of Tenant’s knowledge, the Leased Property is and at all times during
the Term of this Lease will be maintained free of Hazardous Substances, the
removal of which is required or the maintenance of which is prohibited or
penalized by Environmental Law; and




(vi) to
the best of Tenant’s knowledge, the Leased Property contains no Hazardous
Substances or friable asbestos which could materially adversely affect any
person, the environment or the Leased Property or in any case or in the
aggregate, could impose a material liability on Landlord or Landlord’s
mortgagee, and if any Leased Property contains friable asbestos, Tenant shall
comply with Paragraph (f) of this Article 10 below.





For
purposes of this Article 10(a), the phrase “to the best of Tenant’s knowledge”
means the actual, current awareness, as of the date of this Lease, of Michael F.
Hord, Associate General Counsel of Tenant, Chuck Dunn, Senior Vice President of
Trammell Crow Corporate Services, Inc., and Jeffrey W. Dixon, Senior Vice
President – Property Management of Tenant, without independent investigation or
inquiry.


17


(b)           Environmental
Covenants. Tenant covenants that during the Term of this Lease it (i)
shall comply, and cause the Leased Property to comply, with all Environmental
Laws applicable to the Leased Property, (ii) shall prohibit the use of the
Leased Property for the generation, manufacture, refinement, production, or
processing of any Hazardous Substance or for the storage, handling, transfer or
transportation of any Hazardous Substance (other than in connection with the
operation and maintenance of the Leased Property and in commercially reasonable
quantities as a consumer thereof and in compliance with Environmental Laws),
(iii) shall not install or permit the installation on the Leased Property of any
underground storage tanks or surface impoundments and shall not permit there to
exist any petroleum contamination in violation of applicable Environmental Laws
to the Leased Property originating on or off the Leased Property (other than in
connection with the use, operation and maintenance of the Leased Property and
then only in compliance with applicable Environmental Laws and all other
applicable laws, rules, orders, ordinances, regulations and requirements now or
hereafter enacted or promulgated of every government and municipality having
jurisdiction over the Leased Property and of any agency thereof) or
asbestos-containing materials in violation of applicable Environmental Laws and
(iv) shall cause any alterations of the Leased Property to be done in a way so
as to not expose the persons working on or visiting the Leased Property to
Hazardous Substances and in connection with any such alterations shall remove
any Hazardous Substances present upon the Leased Property which are not in
compliance with Environmental Laws or which present a danger to persons working
on or visiting the Leased Property.  With respect to any violation of
applicable Environmental Laws related to the Leased Property caused by Hazardous
Substances originating off of the Leased Property and not generated therefrom by
Tenant, its agents, employees or contractors, Landlord authorizes Tenant to
institute any action against the party responsible for such
violation.  So long as Tenant is diligently pursuing all available
recourse against the party responsible for such violation, and so long as such
violation does not pose a risk to public health, materially threaten the use of
the Leased Property or the value thereof, or expose Landlord or Landlord’s
mortgagee, in any manner, to any claim or liability, Tenant may defer taking
remedial measures to correct the violation caused by Hazardous Substances
originating off of the Leased Property; provided that such period of deferral
may be terminated by Landlord or Landlord’s mortgagee at any time if either
Landlord or Landlord’s mortgagee, each in its sole and absolute discretion,
believes that the public health, the use of the Leased Property or the value
thereof are threatened by such violation or such Hazardous
Substances.  In no event shall the ability to defer remedial measures
relieve Tenant of the responsibility therefor, which responsibility shall
expressly survive the expiration or sooner termination of this
Lease.





(c)           Notice; Right to
Contest.  As soon as reasonably possible after obtaining
knowledge thereof, Tenant shall give to Landlord notice of the occurrence of any
of the following events: (i) the failure of the Leased Property to comply with
any Environmental Law; (ii) the receipt by Tenant or any sublessee or assignee
of Tenant of any notice, complaint or order of violation or non-compliance of
any nature whatsoever with regard to the Leased Property or the use thereof with
respect to Environmental Laws; or (iii) the receipt by Tenant or any sublessee
or assignee of Tenant of any notice of a pending or threatened investigation
that Tenant’s (or its sublessees’ or assignees’) operations on the Leased
Property are not in compliance with any Environmental Law. Tenant shall have the
right to contest, by appropriate proceedings, any notice, complaint, order or
finding of violation or non-compliance with any Environmental Laws affecting the
Leased Property or any use thereof by Tenant or its sublessees or assignees,
provided the same will not thereby subject Landlord or Landlord’s mortgagee to
civil liability or criminal prosecution or permit any Governmental Authority to
commence a process according to applicable law to carry out any work to comply
with the same or to foreclose or sell any lien affecting all or any portion of
the Leased Property which may arise in connection therewith. If Tenant
determines that the Leased Property is in violation of an Environmental Law,
Tenant will promptly give Landlord written notice thereof notwithstanding the
fact that the matter giving rise to such violation may have been disclosed in
the Environmental Report delivered to Landlord and Landlord’s
mortgagee.




(d)           Audit.  At
any time that Landlord receives notice that an adverse change in the
environmental condition of one or more parcels comprising the Leased Property
has occurred, Landlord shall give notice thereof to Tenant, and if Tenant shall
not diligently commence to cure such condition within thirty (30) days of
receipt of such notice (or such shorter period as may be required by law or in
the event of an emergency), Landlord may reasonably cause to be performed an
environmental audit or risk assessment of the relevant portion of the Leased
Property and the then uses thereof, and may take such other actions as Landlord
may deem necessary to cure such condition.  Such an environmental
audit or assessment shall be performed by an environmental consultant
satisfactory to Landlord and shall include a review of the uses of the Leased
Property and compliance of the same with all Environmental Laws.  All
reasonable costs and expenses incurred by Landlord in connection with such
environmental audit or assessment shall be paid by Tenant upon
demand.


18




(e)           Contaminated
Property.  If at any time an event or condition shall have
occurred and be continuing which results in conditions at any parcel of the
Leased Property that exceed any applicable standards under any Environmental
Law, or a notice, complaint, or order or finding of violation or non-compliance
with any Environmental Law shall have been received by Tenant with respect to
any parcel comprising the Leased Property (a “Contaminated
Property”), Tenant shall diligently perform all remedial work to the
Contaminated Property at Tenant’s own cost and expense to bring the Contaminated
Property into full compliance with Environmental Laws and the requirements of
this Article 10 by not later than the end of the Term of this Lease, provided
that (x) at the time the remedial work begins and at all times while the
remedial work is continuing, Tenant has a credit rating of Baa1 or higher from
Moody’s Investors Service (or BBB+ from Standard & Poor’s) (“Tenant’s Minimum Credit
Rating”) and a net worth of One and One-Half Billion Dollars
($1,500,000,000) or higher, or (y) (A) the cost of such remedial work is less
than One Million Dollars ($1,000,000) with respect to the Contaminated Property
at the outset and at all times while the remedial work is continuing, as
determined by an environmental consultant selected by Tenant and approved by
Landlord and Landlord’s mortgagee, which approval shall not be unreasonably
withheld or delayed, and (B) in the opinion of an environmental consultant
selected by Tenant and approved by Landlord and Landlord’s mortgagee, which
approval shall not be unreasonably withheld or delayed, the remedial work can be
completed within one year and in no event later than the end of the Term of this
Lease (the consultant’s reports referred to in (A) and (B) above being provided
at the beginning of the remediation period and updated every forty-five (45)
days thereafter).




(f)           Asbestos
Program.  As to all Leased Properties which are known or become
known by Tenant to contain asbestos, Tenant shall continue its present program
or shall implement a program for monitoring and maintaining any asbestos
contained in the Improvements in a manner designed to minimize the risk of harm
resulting from its presence.  Tenant represents that its present
asbestos program includes (i) procedures to monitor the condition of any
asbestos known to be contained in the Improvements, to notify employees and
third party contractors engaged to do work in the Leased Property of a sort
which might increase the risk of exposure to asbestos and to cause any such work
to be done in a manner which minimizes the risk of such increased exposure,
(ii) procedures to remove any asbestos, the condition of which might be
disturbed by any alterations or renovations of the Leased Property undertaken by
Tenant, prior to undertaking to do such alterations or renovations, and
(iii) plans to remove promptly any asbestos which is revealed by the
monitoring program to have deteriorated in condition to a point which creates a
significant risk of exposure or the removal of which is required by any
Environmental Laws.  Tenant shall also continue its present practices
respecting the possibility of the existence of asbestos in Leased Properties not
known to contain asbestos, which include (i) requiring qualified property
operations and maintenance personnel to conduct periodic inspections of the
Leased Property and to report the presence of any material suspected to be
asbestos found in the course of inspections of the Leased Properties,
(ii) inspection of Leased Properties so reported to confirm the presence or
absence of asbestos, and (iii) inspection of affected areas of Improvements
prior to and during alteration, repair or renovation to confirm the presence or
absence of asbestos.


19





(g)           Indemnification.  Tenant
agrees to indemnify, defend and hold harmless Landlord and each and all of
Landlord’s members, partners, shareholders, officers, directors, employees,
attorneys and agents and Landlord’s mortgagee and all of Landlord’s mortgagee’s
members, partners, shareholders, officers, directors, employees, attorneys and
agents (collectively called the “Indemnitees”) from
and against any and all losses (including, without limitation, diminution in
value of the Leased Property), liabilities (including, without limitation,
strict liability), suits, obligations, fines, damages, judgments, penalties,
claims, charges, costs and expenses (including, without limitation, reasonable
fees and disbursements of counsel and consultants for such Indemnitees), which
may be suffered or incurred by, or asserted against, an Indemnitee and which
arise directly or indirectly out of a violation prior to and during the Term of
this Lease of this Article 10 or arise directly or indirectly from the presence
of Hazardous Substances on the Leased Property prior to or during the Term of
this Lease in amounts or concentrations requiring remediation under applicable
law or by order of Governmental Authority.





(h)           Survival.  The
warranties and obligations of Tenant, and the rights and remedies of Landlord
under this Article 10, are in addition to and not in limitation of any other
warranties, obligations, rights and remedies provided in this Lease or otherwise
at law or in equity and shall survive the termination of this Lease, either
pursuant to the terms hereof or following an Event of Default.





11.         MAINTENANCE
AND REPAIR:




Tenant
will, at its cost and expense, keep and maintain the Leased Property in good
repair and condition, and will make all structural and non-structural, and
ordinary and extraordinary changes, repairs and replacements which may be
required to be made upon or in connection with the improvements to the Leased
Property in order to keep the same in good repair and
condition.  Except as otherwise provided in Article 13 with
respect to making insurance proceeds available to restore a Leased Property,
Landlord shall not be required to maintain, alter, repair, rebuild or replace
any Improvements on the Leased Property or to maintain the Leased Property, and
Tenant expressly waives the right to make repairs at the expense of Landlord
pursuant to any law at any time in effect.





12.
            ALTERATIONS
      AND ADDITIONS:




(a)           No Consent for Certain
Alterations; Additional Improvements.  Subject to the terms and
conditions contained in this Article 12, Tenant may, without the consent of
Landlord, at Tenant’s own cost and expense, make additions or improvements to or
alterations of the Improvements now or hereafter erected on the Leased Property,
including, without limitation, the construction of new buildings and
improvements and the demolition of existing Improvements to replace them with
new buildings and improvements (“Additional
Improvements”).  Notwithstanding the foregoing, Tenant shall
not make any Additional Improvements in violation of the terms of any
restriction, easement, condition or covenant or other matter affecting title to
the Leased Property.  The demolition of any existing Improvements and
the construction of all such Additional Improvements shall be subject to the
following conditions:


20




(i)       
    Continuation of Bank
Use.  The demolition of any existing Improvements and/or the
construction of all such Additional Improvements shall not cause a permanent
reduction in the area of the Leased Property improved for retail bank use,
provided that Landlord acknowledges that (a) the design, plans and physical
configuration of a retail bank facility are subject to change to reflect
Tenant’s then current design standards for retail bank facilities, as well as
the prevailing standards for retail bank facilities observed by national banks
within the same geographic region, and (b) additions, improvements, or
alterations made by or for Tenant to physically adapt and improve its retail
bank facility to meet such internal or industry standards shall not itself
constitute a change in use from a bank facility;




(ii)           Title to Additional
Improvements.  Title to any such Additional Improvements shall
remain the property of Tenant during the Term and shall vest in Landlord
immediately upon the expiration or earlier termination of the Term of this
Lease;





(iii)          Authorizations.  No
Additional Improvements shall be undertaken until Tenant shall have procured and
paid for, so far as the same may be required from time to time, all permits and
authorizations of all municipal and other governmental authorities having
jurisdiction of the Leased Property.  Landlord shall, at Tenant’s
expense, join in the application for any such permit or authorization and
execute and deliver any document in connection therewith, whenever such joinder
is necessary;





(iv)          Standard of
Construction.  The making of the Additional Improvements shall
be expeditiously completed in a good and workmanlike manner and in compliance
with all applicable laws, rules, regulations, ordinances and covenants and
restrictions then in effect;





(v)           Approval of Architect or
Engineer May be Required.  The demolition of any existing
Improvements, the making of any structural alterations and the construction of
new buildings on a Leased Property, shall be conducted under the supervision of
an architect or engineer employed or engaged and paid by Tenant and approved in
writing by Landlord, which approval shall not be unreasonably withheld and which
architect or engineer shall be deemed approved by Landlord if such approval or
denial is not received within ten (10) Business Days after receipt of said
notice; and neither shall be undertaken except in accordance with detailed plans
and specifications and cost estimates prepared by Tenant and approved by
Landlord, which approval shall not be unreasonably withheld and which plans and
specifications shall be deemed approved by Landlord if such approval or denial
is not received within ten (10) Business Days after receipt of said
notice;


21





(vi)          No Adverse Effect on Fair
Market Value.  Any Additional Improvements shall, when
completed, be of such a character as not to adversely affect the fair market
value of the Leased Property or any part thereof.  Prior to the
commencement of the demolition of any existing Improvements or the construction
of any Additional Improvements, Tenant shall furnish Landlord with a certificate
(which may be in letter form) confirming that said Additional Improvements is of
such a character as to not adversely affect the fair market value of the Leased
Property or any part thereof; if required by Landlord’s mortgagee, an Appraiser
reasonably acceptable to Landlord and Tenant shall resolve any objections made
by Landlord to such certificate by appraising, at Tenant’s cost and expense, the
subject Leased Property both with or without such Additional
Improvements.





(vii)         Bond.  If
at the time of a total or substantial demolition of an existing Improvement,
Tenant shall fail to maintain Tenant’s Minimum Credit Rating, then Tenant shall,
prior to the commencement thereof, deposit with the Depository a bond or cash in
an amount equal to the cost of the Additional Improvements or such lesser amount
as shall be satisfactory to Landlord to assure the completion of the making of
such Additional Improvements, as the case may be (such bond or other collateral
to be reduced from time to time as construction of the Additional Improvements
progresses).  The foregoing requirement of a bond or cash security
shall not apply for so long as Tenant shall maintain Tenant’s Minimum Credit
Rating;





(viii)        No
Liens.  Subject to the provisions of Article 8 hereof, the cost
of any Additional Improvements shall be paid by Tenant when due so that the
Leased Property shall at all times be free of liens for labor and materials
supplied or claimed to have been supplied to the Leased Property;





(ix)          Compliance with Article 5;
Independent Operation.  After completion of any Additional
Improvements, the subject Leased Property shall continue to comply with
Article 5 of this Lease, shall not be connected to any buildings or
improvements not located wholly on such Leased Property and shall be capable of
being operated independently of any other buildings or improvements not owned by
Landlord at the end of the Term of this Lease;





(x)           Insurance.  During
the period when any demolition or construction in connection with any Additional
Improvements is underway, Tenant, or its contractors and subcontractors, shall
maintain or cause to be maintained the following insurance (in addition to the
insurance required to be maintained by Tenant pursuant to the provisions of
Article 14 hereof, but subject to Tenant’s right to self insure as provided
in such Article 14 hereof): (A) completed value builder’s risk insurance
for the Leased Property, including all building materials thereon, covering loss
or damage from all risk perils including, but not limited to, flood, earthquake,
terrorism, collapse, loss resulting from faulty work, fire, lightning, extended
coverage perils, sprinkler leakage, vandalism and malicious mischief in an
amount not less than the cost, as estimated by Tenant, of the construction of
the Additional Improvements, (B) workmen’s compensation insurance covering
the full statutory liability as an employer of the contractor performing the
work of making such Additional Improvements, and (C) commercial general and
umbrella liability provided by all contractors and subcontractors naming
Landlord and Landlord’s mortgagee in an amount not less than One Million Dollars
($1,000,000) per project;


22





(xi)           Title Report; Certificate of
Occupancy.  Upon completion of the making of the Additional
Improvements, Tenant shall furnish Landlord with (A) a current title report
for such Leased Property and (B) copies of all Certificates of Occupancy or
other certificates required by applicable laws; and





(xii)    
     Survey.  In
the case of any Additional Improvement constituting or including construction
of, or a change in the location of any exterior walls of, a building, or the
construction of a new building, Tenant shall furnish Landlord with a survey
showing the location of said Additional Improvements, prepared by a licensed
surveyor acceptable to Landlord, certified to Landlord, Landlord’s mortgagee and
the title insurance company or companies issuing a policy or an endorsement
pursuant to clause (x) of Paragraph (a) of this
Article 12.





(xiii)        Limitations on
Demolition.  Tenant shall not cause the total or substantial
demolition of the existing Improvements at more than three (3) of the Leased
Properties at any one time.





Without
diminishing or impairing Landlord’s rights of receipt, consent and approval as
set forth in this Article 12(a) and subject to Tenant’s compliance with the
terms and conditions of this Article 12, Landlord shall be deemed to have
consented to the making of any Additional Improvements (if such consent is
required under this Lease) if Landlord’s consent or denial is not received by
Tenant within twenty (20) days after Landlord’s receipt of a notice from Tenant
identifying the Leased Property and describing the proposed Additional
Improvements, in reasonable detail.





(b)           Tenant’s
Equipment.  Except as otherwise expressly provided in this
Lease, Tenant may, at its own cost and expense, install or place upon or
reinstall or replace upon and remove from the Leased Property any trade
fixtures, machinery and equipment.  Any such trade fixtures, machinery
and equipment shall not become the property of Landlord (other than replacements
of machinery and equipment which are the property of Landlord, which replacement
shall also be the property of Landlord).  Replacements of Equipment
which are property of the Landlord shall be of at least equal quality and fair
market value to the replaced Equipment when the replaced items were
new.  Tenant shall repair any damage caused by removal of Equipment
from the Leased Property, at Tenant’s own cost and expense.


23





13.
            CONDEMNATION
      AND CASUALTY:




(a)           Assignment of Proceeds;
Tenant Authorized to Act for Landlord.  Except as provided
herein, Tenant hereby assigns to Landlord any award, compensation, insurance
proceeds or other payment (including the proceeds of any self insurance and
deductibles) to which Tenant may become entitled by reason of its interest in
any Leased Property, other than any award, compensation or insurance payment
made to Tenant for interruption or loss of business, for moving expenses or for
any inventory, machinery, equipment or other personal property belonging to
Tenant (hereinafter referred to as “Tenant’s Loss”) by
reason of (i) damage to or destruction of any Leased Property by fire or other
casualty (a “Casualty”), or (ii)
by reason of any Condemnation, requisition or other taking or sale of the use,
occupancy, access or title to any Leased Property or any portion thereof in, by
or on account of any actual or threatened eminent domain proceeding or other
action by any Governmental Authority or other person having the power of eminent
domain (a “Condemnation”).  Tenant
is hereby authorized and empowered, at its cost and expense, in the name and on
behalf of Landlord, Tenant or otherwise, to appear in any such proceeding or
other action, to negotiate, accept and prosecute any claim for any award,
compensation, insurance proceeds or other payment on account of any such
Casualty or Condemnation, and to cause any such award, compensation, insurance
proceeds or other payment to be paid to Landlord, except that Tenant shall be
entitled to submit a claim for Tenant’s Loss and receive and retain any award
applicable thereto.  All amounts so paid or payable to Landlord or
Tenant shall be retained or paid over to the party entitled thereto in
accordance with the provisions of this Article 13.  Tenant shall
take all appropriate action in connection with each such claim, proceeding or
other action, however, Landlord and Landlord’s mortgagee may participate in such
proceeding(s), and Tenant shall deliver all instruments reasonably requested by
Landlord and Landlord’s mortgagee to permit such participation, and Tenant shall
pay all costs and expenses in connection therewith.





(b)           Partial Damage or
Condemnation; Restore or Repair.  If Tenant shall reasonably
determine that less than a substantial portion of any Leased Property has been
(i) damaged or destroyed by Casualty, or (ii) condemned, then Tenant shall give
prompt written notice thereof to Landlord, and this Lease shall continue in full
force and effect, and Tenant shall, at Tenant’s own cost and expense and in
conformity with the requirements set forth in Paragraph (a) of
Article 12 hereof, proceed with reasonable diligence and promptness to
carry out any necessary demolition and to restore, repair, replace, and/or
rebuild such Leased Property in order to restore such Leased Property, as nearly
as practicable, to the condition and fair market value thereof immediately prior
to such Casualty or Condemnation.





(i)         
  No
Abatement.  Except as expressly provided herein, Basic Rent
shall not abate hereunder by reason of any such Casualty or Condemnation of such
Leased Property, and Tenant shall continue to perform and fulfill all of
Tenant’s obligations, covenants and agreements hereunder notwithstanding such
damage or destruction.





(ii)           Cost or Repair and Net
Award.  Landlord and Tenant shall agree on the maximum cost of
such restoration, repair, replacement or rebuilding and such cost shall be paid
first out of the Net Award and then out of Tenant’s own funds to the extent such
cost exceeds the Net Award.  Provided no Event of Default shall have
occurred and be continuing, and provided that Tenant shall have maintained
Tenant’s Minimum Credit Rating, then the Net Award shall be paid to Tenant (and
to the extent the Net Award was previously assigned to Landlord, will be
remitted by Landlord to Tenant) to be applied to the repair and rebuilding work
required by this Paragraph (b).  If Tenant has not maintained Tenant’s
Minimum Credit Rating, the proceeds shall be disbursed in accordance with
clauses (i) - (iv) of Paragraph (d) of this Article 13.


24





(c)           (i)         
   Substantial or Complete
Destruction or Condemnation: Repair or Terminate.  If, at any
time during the Term of this Lease, Tenant shall reasonably determine that all
or a substantial portion of any Leased Property has been destroyed by Casualty,
or all or substantially all of any Leased Property has been taken by
Condemnation, or after any substantial Condemnation of such Leased Property if
such Leased Property is unsuitable for continued use in Tenant’s business,
Tenant shall promptly notify Landlord of such event in writing within sixty(60) days of such
Condemnation or Casualty.  In such event, Tenant may either (i)
rebuild and/or restore such Leased Property, at Tenant’s own cost and expense
and in conformity with the requirements set forth in paragraphs (a) and (b) of
Article 12 hereof and Article 13(d) hereof or (ii) give written notice
to Landlord within one (1) year after such Condemnation or Casualty of Tenant’s
intention to terminate this Lease with respect to such Leased Property in
conformity with the requirements herein set forth.




(ii)           Determination of Substantial
Destruction or Condemnation.  Substantially all of a Leased
Property shall be deemed to have been taken by Condemnation if the remaining
portion of such Leased Property shall not be of sufficient size or character to
permit the operation by Tenant on an economically feasible basis of the business
conducted thereon immediately prior to the Condemnation, assuming that such
remaining portion had been repaired and restored to the fullest extent
possible.  Substantially all of a Leased Property shall be deemed to
have been destroyed by Casualty, if Tenant determines in its reasonable
discretion that such Leased Property is no longer suitable for use in its
business.




(iii)          Notice of Termination;
Purchase; Net Award.  Tenant’s notice to Landlord of Tenant’s
intent to terminate this Lease shall (i) contain a brief description of the
relevant Condemnation or Casualty, (ii) specify such termination date,
which shall be at least sixty (60) days after such notice is given (the “Termination Date”),
(iii) if such notice of termination shall be based on a reasonable
determination by Tenant that after such Casualty or Condemnation such Leased
Property is no longer suitable for use in Tenant’s business as aforesaid,
contain a certification by Tenant that an officer of Tenant has made such
determination, and that, on or before such Termination Date, Tenant will
discontinue the use of such Leased Property in Tenant’s ordinary course of
business, (iv) if such Termination Date shall occur during the Initial
Term, contain the irrevocable offer of Tenant to purchase Landlord’s interest in
such Leased Property (and the Net Award hereinafter referred to) on such
Termination Date at the Termination Value (defined as the amount relating to the
subject Leased Property corresponding to the applicable Termination Date on
Schedule C
annexed hereto); and (v) if such notice of termination is given during the
Initial Term and if Tenant shall fail to maintain Tenant’s Minimum Credit
Rating, contain a commitment by Tenant to deposit with a Depository not later
than one (1) year after the date of the Condemnation or Casualty as security for
payment of the purchase price for such Leased Property the applicable
Termination Value less the amount of any insurance proceeds or Condemnation
award previously paid with respect to such Casualty or taking and held by
Landlord or Landlord’s designee pursuant to Paragraph (a) of this
Article 13.  If Landlord shall reject such offer to purchase by
notice given to Tenant not later than twenty (20) Business Days prior to
such Termination Date, or if such Termination Date shall occur during a Renewal
Term, then this Lease shall terminate as to such Leased Property on such
Termination Date and the Net Award relating to such Leased Property shall be
paid and belong to Landlord; plus an amount equal to the deductible payable
under the policy or policies of insurance, which shall be paid by Tenant to
Landlord, and no further Basic Rent or payment of Termination Value will be
payable with respect to such Leased Property.  Unless Landlord shall
reject such offer to purchase as provided in the preceding sentence, Landlord
shall be conclusively deemed to have accepted such offer, and on such
Termination Date Landlord shall transfer, and Tenant shall purchase, Landlord’s
interest in such Leased Property (and the Net Award) in accordance with the
provisions of Article 17 hereof.  The additional amount, if any,
deposited by Tenant pursuant to clause (v) of Paragraph (c)(iii) of
this Article 13 and not applied towards the purchase price of such Leased
Property shall be paid to Tenant on the Termination Date if no Event of Default
shall have occurred and be continuing.


25




(iv)          Failure to Give Termination
Notice.  If Tenant shall not give notice of its intention to
terminate this Lease as to such Leased Property in accordance with
Paragraph (c) of this Article 13 or shall not be entitled to give
notice of its intention to terminate this Lease as to such Leased Property, then
this Lease shall continue in full force and effect.  Nothing contained
herein shall be deemed to affect this Lease as to the other Leased Properties
subject hereto, and this Lease shall continue in full force and effect as to
such other Leased Properties not the subject of such condemnation or
casualty.





(d)   
     Failure to Maintain Tenant’s
Minimum Credit Rating; Tenant in Default.  If Tenant shall not
have maintained Tenant’s Minimum Credit Rating, or if an Event of Default shall
have occurred and be continuing, then:





(i)      
     Net Award Paid to
Depository.  The full amount of the Net Award shall be paid to
a depository (the “Depository”) to be
selected as hereinafter provided.  The Depository shall be a bank or
trust company selected by Landlord and approved by Tenant, which is authorized
to do business in the Commonwealth of Pennsylvania or the State of North
Carolina, and which has a net worth of One Billion Dollars ($1,000,000,000) or
more.  The Depository shall have no affirmative obligation to
prosecute a determination of the amount of, or to effect the collection of, any
insurance proceeds or Condemnation award or awards, unless the Depository shall
have been given an express written undertaking to do so by Landlord and
Tenant.  Moneys received by the Depository pursuant to the provisions
of this Lease shall not be mingled with the Depository’s own funds and shall be
held by the Depository in trust, either separately or with other trust funds,
for the uses and purposes provided in this Lease.  The Depository
shall place any moneys held by it into an interest bearing account; and the
interest paid or received by the Depository on the moneys so held in trust shall
be added to the moneys so held in trust.  The Depository shall not be
liable or accountable for any action taken or suffered by the Depository or for
any disbursement of moneys made by the Depository in good faith in reliance on
advice of legal counsel.  In disbursing monies pursuant to clause (ii)
of this paragraph (d), the Depository may rely conclusively on the information
contained in any notice given to the Depository by Tenant in accordance with the
provisions of said clause (ii), unless Landlord shall notify the Depository in
writing within five (5) Business Days after the giving of any such notice that
Landlord intends to dispute such information, in which case the disputed amount
shall not be disbursed but shall continue to be held by the Depository until
such dispute shall have been resolved;


26





(ii)           Agreement on Repair Costs
and Payment Thereof.  Prior to any such rebuilding, restoration
or repair, Landlord and Tenant shall agree on the maximum cost of such
rebuilding, restoration or repair, and such cost shall be paid first out of the
Net Award and then out of Tenant’s own funds to the extent such cost exceeds the
Net Award;





(iii)          Tenant Reimbursements from
Net Award.  From time to time, but not more often than once in
any thirty (30) day period, Tenant may request reimbursement out of the Net
Award for the actual costs and expenses incurred by Tenant in connection with
such repair and rebuilding.  Any such costs and expenses will be paid
by Tenant to the extent of the deductible amount under the policy of insurance
covering the Casualty in question before the insurance proceeds are applied for
such purpose.  Such requests shall be made by written notice to the
Depository, with a copy to Landlord, setting forth in reasonable detail all of
such costs and expenses incurred by Tenant.  If Landlord shall in good
faith desire to dispute the information contained in any notice given by Tenant
pursuant to this clause (iii), Landlord shall so notify Tenant and the
Depository in writing within five (5) Business Days after the giving of
such notice, specifying the amount intended to be disputed and the nature of the
dispute.  The Depository shall disburse to Tenant out of the Net Award
the amount of such costs and expenses as set forth in clause (ii) above
immediately following the later of (A) the five (5) Business Day period
referred to above, or (B) the date on which any dispute as to the cost or
expense in question is resolved; and





(iv)     
    Excess Net Award to
Landlord.  Upon the completion of such repair and rebuilding,
any remaining Net Award (less an amount equal to the cost of any Additional
Improvements paid for or financed by Tenant pursuant to Article 12(c)
hereof) shall be paid to and belong to Landlord.





(e)     
     Temporary
Condemnations.  Notwithstanding any other provision to the
contrary contained in this Article 13, in the event of a temporary
Condemnation, this Lease shall remain in full force and effect and Tenant shall
be entitled to the Net Award allocable to such temporary Condemnation; except
that such portion of the Net Award allocable to the time period after the
expiration or termination of the Term of this Lease shall be paid to
Landlord.




14.          INSURANCE:




(a)           Tenant
shall during the term hereof, at its cost and expense, maintain valid and
enforceable insurance of the following character:


27





(i)    
       “all risks” insurance coverage against
losses by fire and lightning and other risks including, but not limited to,
boiler and machinery, flood, earthquake and terrorism, for the full insurable
replacement value of the Improvements and the Equipment, and all building
materials, equipment, machinery, appliances, furniture, furnishings and other
property which constitute part of the Leased Property, with agreed amount
endorsement or endorsements providing equivalent protection, including loss by
windstorm, hail, explosion, riot -(including riot attending a strike), civil commotion, aircraft, vehicles,
smoke damage, and vandalism and malicious mischief, but excluding insurrections,
rebellions, revolutions and civil wars, in amounts not less than the full
insurable value of all buildings and other improvements on the Leased
Property.  The term “full insurable value” as used herein means the
actual replacement cost, including the costs of debris removal, but excluding
the cost of constructing foundation, footings and excavations.





(ii)           Comprehensive
general public liability insurance covering the legal liability of Landlord and
Tenant against claims for bodily injury, death or property damage, occurring on,
in or about the Leased Property and the adjoining land or occurring as a result
of ownership of facilities located on the Leased Property or as a result of the
use of products or materials manufactured, processed, constructed or sold, or
services rendered, on the Leased Property, in the minimum amount of Three
Million Dollars ($3,000,000) with respect to any one occurrence, accident or
disaster or incidence of negligence.  Coverage should include
“premises/operations”, “independent contractors”, and “blanket contractual”
liabilities.  If the insurance is provided on a claims made basis, the
insured amount shall be Three Million Dollars ($3,000,000) per claim and the
coverage shall be the same as under the occurrence form.  Any claims
made policy shall provide that (A) coverage will be continuous, (B) the
retroactive date of the first claims made policy shall be the expiration date of
the preceding continuous occurrence coverage, (C) at each renewal of the claims
made coverage the retroactive date shall not be advanced, (D) if the retroactive
date is advanced or coverage is cancelled for whatever reason, Tenant shall
deliver to Landlord a certificate of insurance showing that Tenant has purchased
the extended reporting period or supplemental tail endorsement under the
previous policy extending the period for an unlimited time, if reasonably
available, during which a claim may first be made, and (E) the certificate of
insurance shall show the retroactive date.





(iii)          Workmen’s
compensation insurance.  Tenant shall comply with applicable workmen’s
compensation laws of the state where the Leased Property is located, and shall
maintain such insurance if and to the extent necessary for such
compliance.





(iv)          Such
other insurance, in such amounts and against such risks, as is customarily
maintained by operators of similar properties.


28





(v)           Catastrophe
excess -single limit liability insurance in the amount of Three Million Dollars
($3,000,000) with respect to the risk referred to in clause (ii) of this
Paragraph (a) of Article 14.





Such
insurance shall be written by companies of recognized financial standing which
are rated at least AXV by national rating organizations and have a claims paying
ability rating from Standard & Poor’s Corporation of AAA or a rating from
Best’s of at least A:XIII, and are legally qualified to issue such insurance,
and are acceptable to Landlord and Landlord’s mortgagee, and shall name as the
insured parties Landlord and Tenant, any mortgagee of Landlord’s interest in the
Leased Property, with respect to the insurance listed in (ii) through (v) above
as their interests may appear.  Such insurance may provide for such
reasonable deductible amounts as are customarily provided for in insurance
maintained by operators of comparable buildings (but in no event in excess of
Two Hundred Fifty Thousand Dollars ($250,000) per occurrence, adjusted for
increases in the CPI), and may be obtained by Tenant by endorsement on its
blanket insurance policies provided that each such endorsement on the blanket
insurance policy shall provide for a reserved amount thereunder with respect to
the Leased Property so as to assure that the amount of insurance required by
clause (i) of Paragraph (a) of this Article 14 will be available
notwithstanding any losses with respect to other property covered by such
blanket policy, or, if reservation of amounts under Tenant’s blanket insurance
policy is not available under the terms of such policies, shall otherwise be
acceptable to Landlord and Landlord’s mortgagee.  Tenant may, at its
cost and expense, prosecute any claim against any insurer or contest any
settlement proposed by any insurer, and Tenant may bring any such prosecution or
contest during the Term of this Lease in the name of Landlord, Tenant or both,
and Landlord will join therein at Tenant’s request, provided that Tenant shall
indemnify Landlord against any costs or expenses which Landlord may incur in
connection with such prosecution or contest.  Notwithstanding anything
in this Lease to the contrary, so long as Tenant shall maintain Tenant’s Minimum
Credit Rating, Tenant may self-insure in order to meet any insurance
requirements in this Lease.  In the event Tenant fails, in whole or in
part, to carry insurance that complies with the requirements of this Article
14(a), Tenant shall be deemed to self-insure to the extent of such
noncompliance.





(b)           Insurance
claims by reason of damage or destruction to any portion of the Leased Property
shall be adjusted by Tenant, subject to the approval of Landlord if Tenant has
not maintained Tenant’s Minimum Credit Rating, which approval Landlord agrees
not to unreasonably withhold or delay.





(c)           Every
insurance policy maintained pursuant to clause (ix) of Paragraph (a)
of Article 12, or Paragraph (a) of this Article 14 shall: (i)
name Landlord and Landlord’s mortgagee, as additional insureds as their
interests may appear; (ii) contain a standard first mortgage endorsement naming
any mortgagee of Landlord’s interest in the Leased Property; (iii) provide that
in the event that Tenant has failed to maintain Tenant’s Minimum Credit Rating,
all of such proceeds shall be paid as provided in Article 13 hereof; (iv)
provide that the issuer waives all rights of subrogation against Landlord, any
successor to Landlord’s interest in the Leased Property, and any mortgagee of
Landlord’s interest in the Leased Property; (v) provide that thirty (30) days’
prior written notice of cancellation, modification, termination or lapse of
coverage shall be given to Landlord and any mortgagee of Landlord’s interest in
the Leased Property and that such insurance, as to the interest of such
mortgagee, shall not be invalidated by any act or neglect of Tenant or of
Landlord or any owner of the Leased Property, nor by any foreclosure or any
other proceedings relating to the Leased Property, nor by any change in the
title ownership of the Leased Property, nor by occupation of the Leased Property
for purposes more hazardous than are permitted by such policy; and (vi) be
primary and without right or provision of contribution as to any other insurance
carried by Landlord or any other interested party; and (vii) in the event any
insuring company is not domiciled within the United States of America, include a
United States Service of Suit clause (providing any actions against the
insurer by the named insured or Landlord are conducted within the jurisdiction
of the United States of America).


29




(d)           Except
to the extent Tenant self-insures as permitted by Article 14(a) hereof, Tenant
shall deliver to Landlord upon the execution and delivery of this Lease
certificates of insurance, on an Acord 27 form for property and Acord 25 form
for other insurance, signed by an authorized insurance company representative,
reasonably satisfactory to Landlord and any mortgagee of Landlord’s interest in
the Leased Property, evidencing all the insurance which is then required to be
maintained by Tenant, and Tenant shall, within thirty (30) days prior to the
expiration of any such insurance, deliver certificates of insurance, on an Acord
25 or 27 form, as the case may be, evidencing the renewal of such insurance,
signed by an authorized insurance company representative, evidencing the renewal
of such insurance.





(e)           Tenant
shall comply with all of the terms and conditions of each insurance policy
maintained pursuant to the terms of this Lease.





15.         FlNANCIAL
STATEMENTS:




Subject
to the last paragraph of this Article 15, Tenant shall furnish the following
statements to Landlord:





(a)           as
soon as practicable and in any event within one hundred fifty (150) days after
the end of each fiscal year, a consolidated statement of earnings, and a
consolidated statement of changes in financial position, a consolidated
statement of stockholders’ equity, and a consolidated balance sheet of Tenant as
of the end of each such year, all in the form as furnished by Tenant to the SEC,
the Federal Deposit Insurance Corporation (“FDIC”), the Office of
the Comptroller of the Currency (“OCC”), the Office of
Thrift Supervision (“OTS”), or similar
federal agency having regulatory jurisdiction over Tenant, or, if no such
jurisdiction exists, in reasonable detail and reasonably satisfactory in scope
to Landlord and certified to Tenant as to consolidated statements by independent
public accountants of recognized standing selected by Tenant whose certificate
shall be based upon an examination conducted in accordance with generally
accepted auditing standards and the application of such tests as said
accountants deem necessary in the circumstances; and





(b)           on
request from Landlord, with reasonable promptness, copies of all financial
statements and copies of each Form 10-K, Form 10-Q, Call Reports,
proxy statement and registration statement (other than preliminary proxy
statements and Form S-8 registration statements), or copies of any
successor forms or statements substituted therefor, which Tenant shall file with
the SEC, the FDIC, the OCC, the OTS or any governmental agency substituted to
the functions of such agency, as the case may be; provided that Landlord shall
not be entitled to any registration statement or any other financial information
or statements before it becomes effective or any other document filed with a
governmental agency until it is generally available to the
public.


30





So long
as Tenant is Bank of America, N.A., and so long as all of the financial
information requested in Paragraphs 15(a) and (b) above is available to the
general public (at no cost, or if a cost shall be charged the same shall be
reimbursed to Landlord or Landlord’s mortgagee, as the case may be, promptly
upon invoicing) at websites maintained by either Bank of America, N.A., the SEC,
the FDIC, the OCC or the OCS, Tenant’s requirement to furnish such financial
information to Landlord shall be deemed satisfied.





16.
            RIGHT
      OF FIRST REFUSAL:




If at any
time during the Term of this Lease, Landlord shall receive a bona fide offer (a
“Third Party
Offer”) from a third party (other than a purchaser making a bid or offer
to purchase the Leased Property at any sale incidental to the exercise of any
remedy provided for in any mortgage on the Leased Property) to purchase the
Leased Property, containing terms and conditions satisfactory to Landlord, then
Landlord shall notify Tenant of such Third Party Offer, including the identity
of the offeror.  If at the time of Landlord’s receipt of the Third
Party Offer no Event of Default has occurred hereunder and is continuing, and
provided that Tenant shall not have vacated the Leased Property or subleased the
entirety thereof, then for a period of (i) sixty (60) days, if during the
Initial Term, or (ii) thirty (30) days, if during a Renewal Term, after Tenant’s
receipt of Landlord’s notice, Tenant shall have the exclusive right to accept
Landlord’s offer to purchase Landlord’s interest in the Leased Property upon the
terms and conditions set forth in the Third Party Offer.  Tenant shall
exercise such right of first refusal, if at all, by delivering its written
purchase offer to Landlord within said sixty (60) or thirty (30) day period, as
the case may be, following receipt of Landlord’s notice.  Such
purchase shall occur on the date that is at least forty-five (45) days after
Landlord’s receipt of such notice.  On the date of such purchase
Landlord shall convey and assign to Tenant, or its designee, Landlord’s interest
in the Leased Property or portion thereof against payment of the sale price
therefor, in accordance and upon compliance with the terms and conditions of the
Third Party Offer and this Lease, and Tenant’s obligation to pay Rent, shall
terminate with respect to the Leased Property conveyed to Tenant.  If
Tenant fails to accept Landlord’s offer within such sixty (60) or thirty (30)
day period, as the case may be, then Landlord shall be free, subject to the
restrictions set forth in Paragraph (g) of Article 21 hereof, to sell the Leased
Property described in the Third Party Offer at a price not less than the
purchase price contained in the Third Party Offer for a period of nine (9)
months thereafter without offering such Leased Property to Tenant. If Landlord
does not convey its interest in such Leased Property within such nine (9) month
period or in the event of any material change in the terms of the Third Party
Offer, Tenant’s rights pursuant to this paragraph shall be
reinstated.  The term “material change” as used in the preceding
sentence shall include a change of identity of a third party or its assignee, to
a bank which is a substantial competitor in Tenant’s market.  Any
third party that purchases the Leased Property pursuant to this Article 16 shall
take the Leased Property subject to the terms hereof, and such purchaser shall
assume Landlord’s rights and obligations under the Lease thereafter accruing,
and this Lease shall remain in full force and effect.  Landlord shall
cause any third party purchasing the Leased Property pursuant to this Article 16
to execute and deliver to Tenant a document confirming such third party’s
assumption of Landlord’s rights and obligations under this Lease thereafter
accruing.


31




17.         PURCHASE
PROCEDURE:




(a)       
  In the event of the purchase of Landlord’s interest in any Leased
Property by Tenant pursuant to any provision of this Lease, the terms and
conditions of this Article 17 shall apply.





(b)       
  On the closing date fixed for the purchase of Landlord’s interest in any
Leased Property:





(i)           Tenant
shall pay to Landlord, in lawful money of the United States, at Landlord’s
address hereinabove stated or at any other place in the United States which
Landlord may designate, the purchase price; and





(ii)           Landlord
shall execute and deliver to Tenant a limited warranty deed, assignment and/or
such other instrument or instruments as may be appropriate, which shall transfer
Landlord’s interest in the Leased Property being sold, subject to (A) Permitted
Encumbrances (except, in the case of a purchase by Tenant under Article 13
hereof, free of the lien of any mortgage indebtedness incurred by Landlord), (B)
all liens, encumbrances, charges, exceptions and restrictions attaching to such
Leased Property created or caused by Tenant, and (C) all applicable laws, rules,
regulations, ordinances and governmental restrictions then in
effect.  In the case of a purchase of Landlord’s interest in any
Leased Property by Tenant pursuant to Paragraph (c) of Article 13
hereof, Landlord shall also pay to Tenant the Net Award, if any.





(c)     
    Tenant shall pay all charges incident to such transfer,
including all recording fees, reasonable attorneys’ fees and expenses, transfer
taxes, title insurance premiums and federal, state and local taxes, except for
any net income or profit taxes of Landlord, except in the case of a purchase by
Tenant pursuant to Article 16, in which case costs will be allocated between
Landlord and Tenant in the same manner as was provided for in the Third Party
Offer.





(d)     
    Tenant shall pay to Landlord all Basic Rent and
Additional Rent due and payable only through the date Tenant purchases
Landlord’s interest in a Leased Property.





18.         INTENTIONALLY
OMITTED.




19.         QUIET
ENJOYMENT:




Upon due
performance of the covenants and agreements to be performed by Tenant under this
Lease, Landlord covenants that Tenant shall and may at all times peaceably and
quietly have, hold and enjoy the Leased Property during the Term of this Lease.
Notwithstanding the preceding sentence, Landlord, Landlord’s mortgagee, or their
respective agents may enter into and inspect the Leased Property at any
reasonable time during normal business hours, upon the giving of reasonable
notice, if they take precautions not to unreasonably inconvenience Tenant or any
persons occupying the Leased Property in accordance with this Lease and are
accompanied by an employee or other representative of Tenant at all times during
such entry and inspection, or at any time in the event of an emergency.
Notwithstanding the foregoing, Tenant may exclude Landlord, Landlord’s mortgagee
or their respective agents from areas of the Leased Property designated as
security areas by Tenant, for example, vaults, modular vaults and automated
teller machines.


32





20.         TERMINATION:




In the
event of the termination of this Lease as herein provided, the obligations and
liabilities of Landlord and Tenant, as the case may be, actual or contingent,
under this Lease which arose at or prior to such termination, and which remain
unpaid or unperformed, shall survive such termination.





21.         SUBLETTING;
ASSIGNMENT:




(a)          Subleases
Permitted.  Subject to subparagraphs (d), (e) and (f)
hereof and Article 5 hereof, Tenant may sublet the Leased Property or any
portion or portions thereof and retain any profits derived from such subleasing,
provided that (i) no Event of Default has occurred and is continuing, and (ii)
each sublease shall expressly be made subject to the terms of this
Lease.





(b)          Assignments
Permitted.  Subject to subparagraphs (d), (e) and (f)
hereof and Article 5 hereof, Tenant may assign its interest under this Lease,
provided that no Event of Default has occurred and is continuing and provided
further that such assignment shall expressly be made subject to the terms of
this Lease.





(c)          Restriction on Term of
Sublease or Assignment.  The term of any subletting of the
Leased Property or assignment of this Lease shall not extend beyond the Term of
this Lease.  Any sublessee or assignee shall be permitted to use the
Leased Property for any lawful purpose, subject to the limitations set forth in
Article 5 hereof.





(d)          Tenant’s Obligations
Continue.  No sublease or assignment shall affect or reduce any
obligation of Tenant or right of Landlord hereunder, and all obligations of
Tenant hereunder shall continue in full effect as the obligations of a principal
and not of a guarantor or surety, as though no subletting or assignment had been
made. For the purposes of this Lease generally and subparagraphs (a)(iii), (iv)
and (v) of Article 23 hereof in particular, the term “Tenant” shall mean Bank of
America, N.A., and not its subtenants and assignees.





(e)          Conformed Copy of Sublease
or Assignment.  For any sublease or assignment from which
Tenant receives more than Seventy-Five Thousand and 00/100 Dollars ($75,000.00)
in annual rents, Tenant shall, within ten (10) days after the execution of any
such sublease or assignment, deliver to Landlord a conformed copy thereof (with
acknowledgements) and a conformed copy of any short-form lease or memorandum of
lease suitable for recording.


33


(f)           No Mortgages or
Pledges. Neither this Lease nor the Term of this Lease hereby demised
shall be mortgaged or pledged by Tenant, nor shall Tenant mortgage, pledge or
assign the interest of Tenant in and to any sublease of the Leased Property or
any portion thereof or the rental payable thereunder.  Any such
mortgage, assignment or pledge, and any sublease or assignment not permitted by
this Article 21, shall be void.





(g)           Transfers by
Landlord.  Subject to the terms of this Lease, Landlord may
assign, convey, encumber or otherwise transfer its estate, right, title and
interest hereunder or in the Leased Property or any part thereof, and upon
execution and delivery of any such assignment, conveyance or other transfer,
Landlord shall be released from its obligations hereunder.  Any such
assignment, conveyance or other transfer shall be subject to this
Lease.  Landlord shall not assign, convey or transfer its interest in
the Leased Property subject (other than by way of mortgage) to this Lease to (i)
any saving bank, savings and loan association, bank, bank holding company or
Affiliate of any of the above or (ii) more than three (3) separate
transferees without the prior written consent of Tenant.




Landlord
shall, within thirty (30) days after the execution of any such instrument of
mortgage, assignment, conveyance or transfer, deliver written notice thereof to
Tenant. Any failure of Landlord so to deliver a notice of such instrument shall
not, however, in any way impair or affect the validity thereof.





22.     
   ADVANCES BY LANDLORD:




If an
Event of Default has occurred and is continuing, and at any time if Tenant fails
to maintain insurance in accordance with Article 14 hereof, if Tenant shall fail
to make or perform any payment or act required by this Lease within any
applicable cure period, then Landlord may at its option make such payment or
perform such act for the account of Tenant, and Landlord shall not thereby be
deemed to have waived any default or released Tenant from any obligation
hereunder.  All amounts so paid by Landlord and all incidental costs
and expenses (including reasonable attorneys’ fees and expenses) incurred in
connection with such payment or performance, together with interest at the
Applicable Rate from and including the date of the making of such payment or of
the incurring of such costs and expenses to and including the date of repayment,
shall be paid by Tenant to Landlord on demand.





23.         CONDITIONAL
LIMITATIONS - EVENTS OF DEFAULT AND REMEDIES:




(a)           Events of
Default.  Any of the following occurrences or acts shall
constitute an “Event of Default” under this Lease:





(i)           if
Tenant shall default in making payment when due of any installment of Basic Rent
or Additional Rent, and such default shall continue for the longer of (A) ten
(10) days, or (B) five (5) days after a written notice of such default has been
delivered to Tenant; provided that Tenant shall not be entitled to such notice
more than twice during any given twelve (12) month period; or




34


(ii)           if
Tenant shall default in the due performance of any other covenant, agreement,
obligation or condition on the part of Tenant to be performed hereunder, other
than as set forth in clause (i) or clause (vii) of this Paragraph (a),
and if such default shall continue for forty-five (45) days after written
notice from Landlord to Tenant specifying such default and demanding that the
same be cured (or, in the case of a default which cannot be cured with the
payment of money, or with due diligence be wholly cured within such
forty-five (45) day period, if Tenant shall fail to commence to cure the
same within said forty-five (45) day period, or, having promptly so
commenced to cure the same shall fail thereafter to prosecute the curing thereof
with all due diligence, it being intended that the time within which to cure
such a default shall be extended for such period as may be necessary to complete
the curing of the same in good faith and with due diligence; or





(iii)           if
Tenant, or any corporation succeeding to Tenant by merger, consolidation or
acquisition of all or substantially all of its assets, shall file a petition in
bankruptcy or for reorganization or for an arrangement pursuant to the
Bankruptcy Act or under any similar federal or state law now or hereafter in
effect, or shall be adjudicated a bankrupt or become insolvent or shall make an
assignment for the benefit of its creditors, or shall be unable to pay its debts
generally as they become due, or shall be dissolved, or shall suspend payment of
its obligations, or shall take any corporate action in furtherance of any of the
foregoing; or





(iv)           if
a petition or answer shall be filed proposing the adjudication of Tenant or any
corporation succeeding to Tenant by merger, consolidation or acquisition of all
or substantially all of its assets as a bankrupt or its reorganization pursuant
to the Bankruptcy Act or any similar federal or state law, now or hereafter in
effect, and (A) Tenant or its successor corporation shall consent to the filing
thereof, or (B) such petition or answer shall not be discharged, or denied
within ninety (90) days after the filing thereof; or





(v)           if
a receiver, trustee or liquidator (or other similar official) shall be appointed
for or take possession or charge of Tenant or any corporation succeeding to
Tenant by merger, consolidation or acquisition of all or substantially all of
its assets, or of all or substantially all of the business or assets of Tenant
or its successor corporation or of Tenant’s or its successor corporation’s
estate or interest in the Leased Property, and shall not be discharged within
ninety (90) days thereafter or if Tenant or its successor corporation shall
consent to or acquiesce in such appointment; or





(vi)          if
the estate or interest of Tenant in the Leased Property or any sublease thereof
shall be levied upon or attached in any proceeding and such process shall not be
vacated or discharged within sixty (60) days after such levy or attachment,
unless Tenant shall be contesting such levy or attachment in accordance with the
requirements of Paragraph (d) of Article 7 hereof; or





(vii)         if
Tenant fails to pay Landlord the purchase price of the Leased Property pursuant
to Article 17 hereof or if Tenant fails to maintain insurance in accordance
with Article 14 hereof; or


35




(viii)        if,
as of the time when the same shall have been made, any material representation
or warranty of Tenant to Landlord or Landlord’s mortgagee set forth in any
notice, certificate, demand, request or other instrument delivered in connection
with or pursuant to this Lease shall prove to be incorrect or misleading in any
material respect to the material detriment of Landlord or any mortgagee of
Landlord’s interest in the Leased Property.





(b)           Landlord’s Right to Re-enter
or Terminate.  This Lease and the Term of this Lease and estate
hereby granted are subject to the limitation that whenever an Event of Default
shall have occurred and not be cured as provided herein, subject to Paragraph
(i) of this Article 23 below, Landlord may, at Landlord’s option, elect to
(i) re-enter the Leased Property, without notice, and remove all persons
and property therefrom, either by summary proceedings or by any suitable action
or proceeding at law, or otherwise, without being liable to indictment,
prosecution or damages therefor, and may have, hold and enjoy the Leased
Property, together with the appurtenances thereto and the improvements thereon;
and/or (ii) terminate this Lease at any time by giving twenty (20)
days’ notice in writing to Tenant, electing to terminate this Lease, and the
Term of this Lease shall expire at the expiration of said last mentioned
twenty (20) days’ notice as fully and completely as if said date were the
date herein originally fixed for the expiration of the Term of this Lease hereby
granted, and Tenant shall thereupon quit and peacefully surrender the Leased
Property to Landlord, with all appurtenances thereto and all improvements
thereon, without any payment therefor by Landlord, and Landlord, upon the
expiration of said last mentioned twenty (20) days’ notice, or at any time
thereafter, may re-enter the Leased Property as provided in the preceding
clause (i).





(c)      
    Payments by
Tenant.  In case of any such re-entry, termination and/or
dispossession by summary proceedings or otherwise as provided in the immediately
preceding paragraph, (i) the Basic Rent and Additional Rent shall be paid
up to the time of such re-entry, dispossession and/or termination, together with
such expenses, including reasonable attorneys’ fees and expenses, as Landlord
shall incur in connection with such re-entry, termination and/or dispossession
by summary proceedings or otherwise; (ii) Landlord may in good faith relet
the Leased Property or any part or parts thereof, either in the name of Landlord
or otherwise, for a term or terms which may, at Landlord’s option, be equal to
or less than or exceed the period which would otherwise have constituted the
balance of the Term of this Lease; (iii) Tenant shall also pay to Landlord
all other damages and expenses which Landlord shall have sustained by reason of
the breach of any provision of this Lease, including, without limitation, legal
expenses, reasonable attorneys’ fees, brokerage commissions and expenses
incurred in removing Tenant’s trade fixtures or other assets from the Leased
Property, repairing and putting the Leased Property and any buildings and
improvements thereon in good order and condition and in preparing the same for
reletting, which expenses shall be paid by Tenant as they are incurred by
Landlord; (iv) Tenant shall also pay to Landlord the amount by which the
Basic Rent reserved in this Lease exceeds the net amount, if any, of the rents
collected on account of the leases of the Leased Property for each month of the
period which would otherwise have constituted the Term of this Lease (excluding
unexercised extension options), which amounts shall be paid in monthly
installments by Tenant on the respective Rent Payment Dates specified therefor,
and any suit brought to collect said amounts for any month or months shall not
prejudice in any way the rights of Landlord to collect the deficiency in any
subsequent month by a similar action or proceeding; and/or (v) at the option of
Landlord exercised at any time, Landlord forthwith shall be entitled to recover
from Tenant as liquidated damages, in addition to clause (i), but in lieu of and
not in addition to any amount which would thereafter have become payable under
the preceding clauses (ii), (iii) and (iv), whichever of the following sums
Landlord shall elect:


36





(A)           an
amount equal to the excess, if any, of the Termination Value of a Leased
Property computed as of the Termination Date over the present value of the Fair
Market Rental Value of such Leased Property for the balance of the useful life
of such Leased Property, such Fair Market Rental Value to be determined by
mutual agreement of Landlord and Tenant, or if they cannot agree within ten (10)
days of such notice, by the appraisal procedure set forth in Paragraph (e) of
Article 4 above, but without regard to any limitations imposed with respect to
Maximum Renewal Term Rent or Aggregate FMRV Rent;





(B)      
     if a Leased Property has not been sold, an amount
equal to the excess, if any, of the Termination Value of such Leased Property,
computed as of the Termination Date, over the Fair Market Purchase Value of such
Leased Property as of the Final Payment Date, such Fair Market Purchase Value to
be determined by mutual agreement of Landlord  and Tenant, or if they
cannot agree within ten (10) days after such notice, by the appraisal procedure
set forth in Paragraph (e) of Article 4 above, but without regard to any
limitations imposed with respect to Maximum Renewal Term Rent or Aggregate FMRV
Rent; or





(C)       
    the Termination Value of a Leased Property computed as
of the Termination Date, provided that upon payment of such amount and the
amount of any unpaid Rent referred to in clause (i) of this Article 23(c)(C),
Landlord shall assign and convey such Leased Property to Tenant, without further
consideration, in accordance with the terms and provisions of Article 17
hereof.





Landlord,
at Landlord’s option, may make such alterations and/or decorations in the Leased
Property as Landlord, in Landlord’s sole judgment, considers advisable and
necessary for the purpose of reletting the Leased Property; and the making of
such alterations and/or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid.





(d)           Receipt of Money Not a
Reinstatement; No Accounting.  No receipts of moneys by
Landlord from Tenant after a termination of this Lease by Landlord shall
reinstate, continue or extend the Term of this Lease or affect any notice
theretofore given to Tenant, or operate as a waiver of the right of Landlord to
enforce the payment of rent then due or thereafter falling due, it being agreed
that after the commencement of suit for possession of the Leased Property, or
after final order or judgment for the possession of the Leased Property,
Landlord may demand, receive and collect any moneys due or thereafter falling
due without in any manner affecting such suit, order or judgment, all such
moneys collected being deemed payments on account of the use and occupation of
the Leased Property or, at the election of Landlord, on account of Tenant’s
liability hereunder.  Subject to subsection (c)(iv) of this
Article 23, Landlord shall have, receive and enjoy as Landlord’s sole and
absolute property, without right or duty to account therefor to Tenant, any and
all sums collected by Landlord as rent or otherwise upon reletting the Leased
Property after Landlord shall resume possession thereof as hereinbefore
provided, including, without limitation upon the generality of the foregoing,
any amounts by which the sum or sums so collected shall exceed the continuing
liability of Tenant hereunder.


37





(e)           Re-Entry Not a
Termination.  The word “re-enter,” as used in this Lease, is
not and shall not be restricted to its technical legal meaning, but is used in
the broadest sense.  No such taking of possession of the Leased
Property by Landlord shall constitute an election to terminate the Term of this
Lease unless notice of such intention be given to Tenant or unless such
termination be decreed by a court having jurisdiction.





(f)          
Enforcement
Costs.  If an action shall be brought for the enforcement of
any provision of this Lease, in which it shall be determined that Landlord or
Tenant was in default, the defaulting party shall pay to the non-defaulting
party all costs and other expenses which may become payable as a result thereof,
including attorneys’ fees and expenses.  If either party shall,
without fault on its part, be made a party to any litigation commenced against
the other party (a “Litigating Party”),
such Litigating Party shall pay all costs and attorneys’ fees incurred or paid
by the non-litigating party in connection with such litigation.





(g)          Remedies
Cumulative.  No right or remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other right or remedy,
and every right and remedy shall be cumulative and in addition to any other
legal or equitable right or remedy given hereunder, or at any time
existing.  The failure of Landlord to insist upon the strict
performance of any provision or to exercise any option, right, power or remedy
contained in this Lease shall not be construed as a waiver or a relinquishment
thereof for the future.  Receipt by Landlord of any Basic Rent or
Additional Rent payable hereunder with knowledge of the breach of any provision
contained in this Lease shall not constitute a waiver of such breach (other than
the prior failure to pay such Basic Rent or Additional Rent), and no waiver by
Landlord of any provision of this Lease shall be deemed to have been made unless
made under signature of an officer of Landlord.




(h)           Notice of Default to
Landlord.  Tenant shall give Landlord prompt notice of any
default which occurs and is continuing.




(i)           Limitations.  Notwithstanding
the provisions set forth in this Article 32, Landlord may not terminate this
Lease in its entirety unless Tenant shall have failed to pay one or more
installments of Rent when due and payable under this Lease, and such failure to
pay continues for a period of ten (10) days following Tenant’s receipt of
written notice thereof from Landlord, which notice shall state in all capital
letters (or other prominent display) that this Lease may be terminated if Tenant
fails to promptly pay all overdue Rent.


38


24.         NOTICES:




All
notices and other instruments given or delivered pursuant to this Lease shall be
in writing and sent by prepaid United States registered or certified mail,
return receipt requested, and the giving of such notice or other communication
shall be deemed to have been given (i) when delivered by hand, (ii) on the
earlier of receipt and three (3) Business Days after being sent by first class
registered or certified mail, postage prepaid, return receipt requested, (iii)
when sent by telegram or cable or (iv) on the earlier of receipt and two (2)
days after being sent by a nationally recognized overnight courier. Copies of
notices must be sent to all of the parties listed below, together with a copy
thereof sent by facsimile transmission, if reasonable under the circumstances;
provided that failure to send a copy by facsimile transmission shall in no event
cause any notice sent in accordance with this Article 24 to be deemed improper.
Landlord and Tenant shall each have the right to specify, from time to time, as
its address for purposes of this Lease, any address and any addressee, in the
continental United States, upon giving fifteen (15) days’ written notice thereof
to the other party. The addresses of Landlord and Tenant for purposes of this
Lease, until notice has been given as above provided, shall be as
follows:





Landlord:
                    
                    First
      States Investors 4100A, LLCc/o
      First States Group, L.P.1725
      The FairwayJenkintown,
      Pennsylvania 19046Attn:
      Sonya A. Huffman, Senior Vice President – OperationsAttn:
      Edward J. Matey Jr., Senior Vice Presidentand
      General CounselFAX:
      215.887.9856with
      a copy to:
                    
                    Morgan,
      Lewis & Bockius LLP1701
      Market StreetPhiladelphia,
      Pennsylvania 19103Attn:  Eric
      L. Stern, EsquireFAX:  215.963.5001Tenant:
                    
                    Bank
      of America, N.A.525
      North Tryon3rd
      Floor – Corporate Real Estate DepartmentNC1-023-03-03Charlotte,
      North Carolina  28255Attn:
      Property ServicesFAX:
      704.386.7339with
      a copy to:
                    
                    Bank
      of America, N.A.901
      Main Street, 68th FloorDallas,
      Texas 75202-3714Attn:
      Michael F. Hord, Associate General CounselFAX:
      214.209.0871


39




with
      a copy to:
                  
                  Bank
      of America, N.A.525
      North Tryon4th
      Floor – Corporate Real Estate DepartmentNC1-023-04-03Charlotte,
      North Carolina  28255Attn:
      James MezzanotteFAX:
      704.365.6075and
      to:
                  
                  Trammell
      Crow Corporate Services, Inc.2850
      North Federal HighwayLighthouse
      Point, Florida 33064Attn:
      Chuck Dunn, Senior Vice PresidentFAX:
      954.786.4405




25.         ESTOPPEL
CERTIFICATES:




At the
request of either Landlord or Tenant, the other party will execute within
fifteen (15) days from the date of receipt of the request, from time to time, an
estoppel certificate substantially in the form attached hereto as Schedule
D or in such other form as may be reasonably requested by the requesting
party; provided that any request submitted by Landlord requesting an estoppel
certificate by Tenant shall be accompanied by an estoppel certificate executed
by Landlord indicating whether or not there are any then existing defaults by
Tenant under this Lease, and if so, describing said defaults.  Tenant
and any third party certifying, to the best of such party’s knowledge and
belief, to the facts (if true) described in such certificate.





26.         NO
MERGER:




There
shall be no merger of this Lease or of any leasehold or subleasehold estate
hereby or thereby created with the fee or any other estate or interest or
ownership interest in the Leased Property or any part thereof by reason of the
fact that the same person, firm, corporation or other entity may acquire or own
or hold, directly or indirectly, (a) this Lease or any leasehold or subleasehold
estate created hereby or thereby or any interest in this Lease or in any such
leasehold or subleasehold estate and (b) the fee estate or other estate or
interest or ownership interest in the Leased Property or any part thereof, and
this Lease shall not be terminated for any cause except as expressly provided
herein and any instrument of transfer shall so provide.





27.         SURRENDER:




(a)           Upon
the expiration or earlier termination of the Term of this Lease, or surrender of
the Leased Property in accordance with Paragraph (d) of Article 6 hereof, Tenant
shall surrender the Leased Property to Landlord in the same condition and
suitable for the same use in which the Leased Property was originally received
from Landlord except as repaired, rebuilt or altered as required or permitted by
this Lease (and/or except for such Casualty damage as Tenant shall not be
required to repair or restore hereunder), and except for ordinary wear and
tear.  Tenant shall remove from the Leased Property on or prior to
such expiration or earlier termination all of Tenant’s Equipment, except that
agreed upon by Landlord and Tenant in writing, which agreement shall be entered
into at least thirty (30) days prior to the expiration or earlier
termination of the Term of this Lease, and shall repair any damage caused by
such removal.  Property not so removed following ten (10) days’
written notice from Landlord shall become the property of Landlord, which may
cause such property to be removed from the Leased Property and disposed of, but
the cost of any such removal and disposition and of repairing any damage caused
by such removal shall be borne by Tenant.


40




(b)           Except
for surrender upon the expiration or earlier termination of the Term of this
Lease, or surrender of the Leased Property in accordance with Paragraph (d) of
Article 6 hereof, no surrender to Landlord of this Lease or of the Leased
Property shall be valid or effective unless agreed to and accepted in writing by
Landlord.





28.         SEPARABILITY:




Each
provision contained in this Lease shall be separate and independent and the
breach of any such provision by Landlord shall not discharge or relieve Tenant
from its obligation to perform each obligation of this Lease to be performed by
Tenant.  If any provision of this Lease or the application thereof to
any person or circumstance shall to any extent be invalid and unenforceable, the
remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each provision of this Lease shall be valid and
shall be enforceable to the extent permitted by law.





29.         BINDING
EFFECT; MERGER, CONSOLIDATION AND DISPOSAL OF ASSETS:




(a)           Binding
Effect.  All provisions contained in this Lease shall be
binding upon, inure to the benefit of and be enforceable by the respective
successors and permitted assigns and sublessees of Landlord and Tenant to the
same extent as if each such successor or assign or sublessee were named as a
party hereto.




(b)           Entire Agreement;
Amendment.  This Lease embodies the entire agreement between
Landlord and Tenant relating to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject
matter.  Neither this Lease nor any provision hereof may be amended,
modified, waived, discharged or terminated orally, but only as expressly
provided herein or by an instrument signed by Landlord and Tenant.





30.         SHOWING:




During
the one year period preceding the date on which the Term of this Lease shall
terminate or fully expire, Landlord may show the Leased Property or any part
thereof to prospective tenants or purchasers at such reasonable times during
normal business hours as Landlord may select upon reasonable prior notice to
Tenant.  The foregoing shall not apply to Vacated
Properties.


41





31.         NATURE
OF LANDLORD’S OBLIGATIONS:




Anything
in this Lease to the contrary notwithstanding, no recourse or relief shall be
had under any rule of law or equity, statute or constitution or by any
enforcement of any assessments or penalties, or otherwise or based on or in
respect of this Lease (whether by breach of any obligation, monetary or
non-monetary), against Landlord (or any officer or partner of Landlord or any
predecessor or successor corporation (or other entity) of Landlord), it being
expressly understood that any obligations of Landlord under or relating to this
Lease are solely obligations payable out of the Leased Property and are
compensable solely therefrom.  It is expressly understood that all
such liability is and is being expressly waived and released as a condition of
and as a condition for the execution of this Lease, and Tenant expressly waives
and releases all such liability as a condition of, and as consideration for, the
execution of this Lease.





32.         SUBORDINATION:




(a)           Subject
to Landlord's compliance with the requirements of Paragraph 32(b) below, this
Lease is and shall be subject and subordinate to all ground or underlying leases
of the Leased Property and to all mortgages that may now or hereafter be secured
upon such leases or the Leased Property and to any and all renewals,
modifications, consolidations, replacements and extensions thereof, provided
that in connection with the transfer of any interest of Landlord in the Leased
Property or any portion thereof, whether through foreclosure or otherwise,
Tenant's possession and right to occupy the Leased Property or any portion
thereof shall not be disturbed so long as no Event of Default shall have
occurred and be continuing beyond any applicable cure period, this Lease shall
continue in full force and effect and Tenant shall attorn to such party and
shall execute, acknowledge and deliver any instrument that has for its purpose
and effect the confirmation of such attornment.





(b)           Landlord
will provide to Tenant for execution, within thirty (30) days following the
recording of a mortgage or deed of trust encumbering a Leased Property, a
subordination, non-disturbance and attornment agreement from Landlord’s
mortgagee, substantially in the form attached hereto as Schedule
F or in another form reasonably satisfactory to Tenant and Landlord’s
mortgagee, duly executed by Landlord and such Landlord’s
mortgagee.  As a condition to the subordination of this Lease to any
future mortgage or deed of trust or ground lease, Landlord shall obtain for the
benefit of Tenant a subordination, non-disturbance and attornment agreement from
the holder of such mortgage or deed of trust or ground lease.





33.         ARBITRATION:




(a)           Approval Procedure; Dispute
Resolution.  When the approval or consent by either Landlord or
Tenant is required hereunder and such approval or consent may not be expressly
withheld in such party’s sole discretion, the parties shall proceed as
follows:




(i)           The
party requesting the approval or consent (the “Requesting Party”)
shall submit a written request for approval or consent together with such
information and supporting documentation as is reasonably required to evaluate
the request to the other party (the “Responding
Party”).


42




(ii)           Unless
a specific time period for the Responding Party’s response is provided for in
this Lease (in which case, such specific time period shall control), the
Responding Party shall have ten (10) days to (A) approve in writing the request
as submitted, (B) approve in writing the request with conditions, (C) deny in
writing the request, or (D) respond with a written schedule of additional
information and/or documentation to be submitted by the Requesting
Party.  If the Responding Party fails to timely provide any of the
above responses, the approval or consent shall be deemed to be given as
requested.




(iii)           If
the Responding Party requests additional information and/or documentation, then
within five (5) days after the Requesting Party delivers same to the Responding
Party, the Responding Party shall again respond as set forth in clause (ii)
above.  If the Responding Party fails to timely respond as set forth
in clause (ii) above, the approval or consent shall be deemed to be given as
requested.




(iv)           All
approvals, denials, and requests for additional documentation or information,
when given, shall be in writing.




(b)          Dispute
Resolution.  The parties hereby agree to attempt to resolve all
disputes and controversies arising out of or in connection with this Lease or
its interpretation, performance or breach, promptly, equitably and in a good
faith manner, through discussions and negotiations, but failing same, the
parties shall proceed as follows:




(i)           Upon
the occurrence of any controversy or dispute arising out of or relating to this
Lease, or its interpretation, performance or breaches, which the parties have
not been able to resolve in the ordinary course through discussions and
negotiations within a period of thirty (30) days after the dispute or
disagreement arises, each party shall appoint a senior officer of its
management, fully authorized to settle the dispute or disagreement, to meet at a
mutually agreed time and place not later than twenty (20) days after such
appointment, to resolve such dispute or disagreement.  Should a
resolution of such dispute or disagreement not be obtained within fifteen (15)
days after a meeting of such senior officers for such purpose, either party may
then, by written notice to the other, submit the controversy or dispute to
arbitration in Charlotte, North Carolina (or in such other city as Landlord and
Tenant shall elect).  The arbitration shall be conducted under the
auspices of JAMS or its successor.  The arbitration shall be initiated
by a party by sending notice (the “Arbitration Notice”)
of a demand to arbitrate by registered or certified mail to the other party, and
to JAMS.  The Arbitration Notice shall contain a description of the
subject matter of the arbitration, the dispute with respect thereto, the amount
involved, if any, and the remedy or determination sought.  If the
dispute or disagreement involves a Binding ADR Dispute, Landlord and Tenant
shall submit the matter to binding arbitration.  If the dispute or
disagreement involves a Major Dispute the parties may, but shall not be required
to submit the matter to non-binding arbitration.


43


(ii)           If
the dispute or controversy involves the granting, withholding or conditioning of
consent or approval of a matter described in Article 12 (Alterations) (an “Approval Matter”) or
if the dispute or controversy not involving an Approval Matter involves a total
cost to either party of One Million Dollars ($1,000,000.00) or less (a “Binding ADR
Dispute”), and if the parties shall be unsuccessful in their efforts to
negotiate a mutually satisfactory resolution of their dispute or disagreement,
the parties shall submit the matter to binding arbitration, and JAMS shall
provide to the parties a list of three (3) arbitrators, and each party may
strike one arbitrator from such list.  The remaining arbitrator shall
serve as the arbitrator for the dispute.  The arbitrator so selected
shall furnish Landlord and Tenant with a written decision within thirty (30)
days after his or her selection.  The parties agree to arbitrate any
Binding ADR Dispute pursuant to JAMS’ Streamlined Arbitration Rules as amended
from time to time, and as modified to the extent practicable to give effect to
the agreement of the parties as stated above in this Article
33(b)(ii).  Binding ADR Disputes shall not be conducted in person
unless either Landlord or Tenant shall request an in-person
arbitration.  The decision of the arbitrator in a Binding Dispute
shall be final and shall be binding upon the parties, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.




(iii)           If
the dispute or controversy not involving an Approval Matter involves more than a
total cost to either party of more than One Million Dollars ($1,000,000.00)
under this Lease (“Major Dispute”), and
if the parties elect to arbitrate, then JAMS shall provide a list of six (6)
available arbitrators from which each party shall select one (1) arbitrator, and
a third arbitrator shall be selected by the two (2) arbitrators so
selected.  The third arbitrator shall be a neutral arbitrator who has
not acted for either party (or its Affiliate) within the five (5) years
preceding initiation of the arbitration.  The arbitrators, so
selected, shall schedule the arbitration within sixty (60) days following the
selection of the third arbitrator, and shall render their decision within sixty
(60) days after the arbitration is concluded.  If the parties agree to
arbitrate any Major Dispute, they shall do so pursuant to JAMS’ Comprehensive
Arbitration Rules, as amended from time to time, and as modified to the extent
practicable to give effect to the agreement of the parties as stated above in
this Article 33(b)(iii).  In the instance of a Major Dispute, (A) the
decision of the arbitrators shall not be final or binding, (B) either party
shall have the right to file suit de novo in a court of
competent jurisdiction, and (C) any and all statements, admissions, or other
representations made during the arbitration by either party shall be deemed
privileged, confidential and inadmissible for any and all purposes in any such
subsequent litigation.




(iv)           Notwithstanding
the foregoing, this Article 33 shall not apply to any disputes, controversies or
breaches relating solely to the non-payment of Rent or, unless agreed to by the
parties, a Major Dispute.




(c)           Conduct of the
Arbitration.  Arbitration proceedings hereunder shall be
subject to the following additional provisions:




(i)           The
hearing shall be conducted on a confidential basis without continuance or
adjournment;




(ii)           Any
offer made or the details of any negotiation of the dispute subject to
arbitration prior to arbitration shall not be admissible;




(iii)           Each
party shall be entitled to all rights and privileges granted by the arbitrators
to the other party;


44




(iv)          In
the arbitration of any Major Dispute, each party shall be entitled to compel the
attendance of witnesses or production of documents, and for this purpose, the
arbitrators shall have the power to issue subpoenas in accordance with the law
of the State of North Carolina;




(v)           In
the arbitration of any Major Dispute, each party shall have the right (upon
leave of the arbitrators) to take depositions and obtain other discovery of the
scope and in the manner which the arbitrators deem reasonably necessary to the
preparation and presentation of the party’s case;




(vi)          The
arbitrators shall have the power to impose on any party such terms, conditions,
consequences, liabilities, sanctions and penalties as the deem necessary or
appropriate (which shall be conclusive, final and enforceable as the award on
the merits) to compel or induce compliance with discovery and the appearance of,
or production of documents in the custody or, any officer, director, agent or
employee of a party any Affiliate of such party;




(vii)         Arbitrators
may not award indirect, consequential or punitive damages or issue injunctive
relief, and shall have no power to deviate from the provisions of this Lease;
and




(viii)        Neither
party shall be in default under this Lease with respect to any provision hereof
during the time period commencing as of the initial notice of desire to
arbitrate and ending on the date of resolution by the arbitrators in the case of
binding arbitration and ending on the date of a final, unappealable decision of
the court in all other circumstances; provided that during said period of
arbitration and/or litigation each party shall continue to perform all duties
and obligations required to be performed by such party under this Lease and,
with respect to the issue under dispute resolution, shall maintain the status
quo.




(d)      
   Alternative Means of
Arbitration with AAA.  In the event that JAMS or any successor
shall no longer exist or if JAMS or any successor fails to refuses to, or is
legally precluded from, accepting submission of such dispute, then the dispute
shall be resolved by binding arbitration before the American Arbitration
Association (“AAA”) under the AAA’s
commercial arbitration rules then in effect.




(e)           Mediation;
Litigation.  Unless the parties mutually agree to arbitrate a
Major Dispute, prior to either party commencing litigation, the parties shall
attempt to mediate such dispute.  Accordingly, except as provided in
Article 33(a)(iv), no civil action with respect to any dispute or disagreement
arising out of or relating to this Lease shall be commenced until the matter has
been submitted to JAMS, or its successor, for mediation.  Either party
may commence mediation by providing to JAMS and the other party a written
request for mediation, setting forth the subject of the dispute and the relief
requested.  The parties shall cooperate with JAMS and with one another
in selecting a mediator from JAMS’ panel of mediators, and in scheduling the
mediation proceedings.  The parties agree that they will participate
in the mediation in good faith, and that they will share equally in its
costs.  All offers, promises, conduct and statements, whether oral or
written, made in the course of the mediation by any of the parties, their
agents, employees, experts and attorneys, and by the mediator and any JAMS
employees, are confidential, privileged and inadmissible for any purpose,
including impeachment, in any litigation or other proceeding involving the
parties; provided that evidence that is otherwise admissible or discoverable
shall not be rendered inadmissible or non-discoverable as a result of its use in
the mediation.  Either party may seek equitable relief prior to the
mediation to preserve the status quo pending the completion of that
process.  Except for such an action to obtain equitable relief,
neither party may commence a civil action with respect to the matters submitted
to mediation until after the completion of the initial mediation session, or
forty-five (45) days after the date of filing the written request for mediation,
whichever occurs first.  Mediation may continue after the commencement
of a civil action, if the parties so desire.  The provisions of this
clause may be enforced by any court of competent jurisdiction, and the
prevailing party shall be entitled to an award of all costs, fees and expenses,
including attorneys’ fees, to be paid by the party against whom enforcement is
ordered.


45




34.    
    GRANTING OF EASEMENTS, ETC.:




If no
Event of Default hereunder has occurred and is continuing, Landlord will join
with Tenant, from time to time at the request of Tenant (and at Tenant’s sole
cost and expense), and upon not less than forty-five (45) days prior
written notice, with respect to their interests in the Leased Property to
(i) sell, assign, convey or otherwise transfer an interest in any Leased
Property to any person legally empowered to take such interest under the power
of eminent domain, (ii) grant, in the ordinary course of business, easements,
licenses, rights of way and other rights and privileges in the nature of
easements, (iii) release, in the ordinary course of business, existing
easements and appurtenances which benefit any Leased Property, (iv) dedicate or
transfer unimproved portions of any Leased Property for road, highway or other
public purposes, (v) execute petitions to have any Leased Property annexed to
any municipal corporation or utility district, (vi) execute amendments to any
covenants and restrictions affecting any Leased Property and (vii) execute and
deliver any instrument, in form and substance reasonably acceptable to Landlord
and Landlord’s mortgagee, necessary or appropriate to make or confirm such
grants or releases to any person, with or without consideration, but only if
Landlord shall have received (x) a certificate of an authorized officer of
Tenant stating that such grant or release was granted in the ordinary course of
Tenant’s business, does not interfere with and is not detrimental to the conduct
of business on the Leased Property and does not materially impair the usefulness
of the Leased Property or materially impair the fair market value of the Leased
Property or materially impair Landlord’s interest in the Leased Property, (y) a
certificate stating the consideration, if any, being paid for said sale grant,
easement, license, release, dedication, transfer, right of way, petition,
amendment or other such instruments described in this Article 34, is in the
opinion of Tenant fair and adequate; and (z) a duly authorized and binding
undertaking of Tenant, in form and substance satisfactory to Landlord and
Landlord’s mortgagee, to remain obligated under this Lease and under any
instrument executed by Tenant consenting to the assignment of Landlord’s
interest in this Lease as security for indebtedness, as though such easement,
license, right-of-way or other right or privilege has not been granted or
released, and to perform all obligations of the grantor or party effecting the
release under such instrument of grant or release during the Term of this Lease.
Notwithstanding anything herein to the contrary, Tenant’s obligation to pay the
reasonable attorneys’ fees for each of Landlord and Landlord’s mortgagee in
connection with the execution and delivery of any easement or other instrument
pursuant to this Article 34 shall not exceed $5,000 for each of Landlord’s and
Landlord’s mortgagee’s counsel in any single request by Tenant for one (1) or
more related easements or other instruments. Notwithstanding anything herein to
the contrary, Landlord and Landlord’s mortgagee shall have a period of thirty
(30) days to review the instruments and the materials requested under this
Article 34.  If Landlord or Landlord’s mortgagee shall fail to execute
any such deeds, easements, releases or such other instruments as may be
specifically requested by Tenant in such thirty (30) day period, then Tenant may
deliver to Landlord and Landlord’s mortgagee further notice requesting the
delivery of said documents.  Tenant’s notice shall specify in capital
letters and bold face type that if Landlord or Landlord’s mortgagee shall fail
to return the requested documents within ten (10) days, or shall fail to specify
what corrections need be made to such documents or why, specifically, Landlord
or Landlord’s mortgagee objects to the delivery of such documents, then Tenant
intends to deliver such instruments to Landlord’s or Landlord’s mortgagee
attorney-in-fact.  Subject to the foregoing provision, in the event
Landlord or Landlord’s mortgagee fail to deliver any such deeds, easements,
releases or other instruments within the thirty (30) day period required above,
subject to the additional ten (10) day notice required above, then in such
event, Tenant is hereby authorized to act as the attorney-in-fact for Landlord
and Landlord’s mortgagee to execute and deliver on behalf of Landlord and
Landlord’s mortgagee any all deeds, easements, releases and other instruments
required; provided that no instrument executed by Tenant as attorney-in-fact
shall contain any covenants other than quitclaim covenants.  For
purposes of this Article 34, commencing on August 31, 2004, and on and as of
each August 31 thereafter during the Term of this Lease, the limitations on
attorneys’ fees for Landlord and Landlord’s mortgagee set forth in this Article
34 shall be calculated as the amount equal to the product derived by multiplying
$5,000 by one plus the percentage by which the CPI for such calendar year
exceeds the Base Price Index.  In the event the information necessary
to calculate this amount shall not have been published in sufficient time to
permit such calculation to be made on or before August 31 during any year, the
limitation shall be calculated by using the CPI for the latest month for which
it has been published.  After publication of the relevant information,
Landlord and Tenant shall make appropriate adjustment of the
limitation.  In no event shall the limitation on attorneys’ fees of
$5,000 be reduced as a result of any decrease in the CPI.


46




35.         WAIVER
OF TRIAL BY JURY




To the
extent permitted by law Landlord and Tenant hereby waive trial by jury in any
litigation brought by either of the parties hereto against the other on any
matter arising out of or in any way connected with this Lease or the Leased
Property or the Improvements thereto.





36.         RECORDING
OF LEASE




Landlord
and Tenant will execute, acknowledge, deliver and cause to be recorded or filed
in the manner and place required by any present or future law a memorandum of
this Lease, or, if required by law, this Lease, and all other instruments,
including, without limitation, financing statements, continuation statements,
releases and instruments of similar character, which shall be reasonably
requested by Landlord or Tenant as being necessary or appropriate in order to
protect their respective interests in the Leased Property or to publish notice
of or to create, maintain and protect or terminate or release the lien and
security interest intended to be created by any assignment of Landlord’s
interest in this Lease (and the interest of Landlord’s mortgagee in this Lease )
or any mortgage upon, and the interest of Landlord’s mortgagee in, the Leased
Property.  If either Landlord or Tenant shall fail to comply with this
paragraph, Tenant or Landlord, as the case may be, shall be and is hereby
irrevocably appointed the agent and attorney-in-fact of Landlord or Tenant, as
the case may be, to comply therewith, but this sentence shall not prevent any
default in the observance of this Article 36 by the Tenant from
constituting an Event of Default hereunder.


47





37.         MISCELLANEOUS:




(a)           General.  No
term or provision hereof may be amended, changed, waived, discharged or
terminated orally, but only by an instrument signed by the party against whom
enforcement thereof is sought. Landlord may not enter into any amendment,
modification or supplement to any trust-indenture, mortgage or other document
with any Landlord’s mortgagee which has a material and adverse effect on the
right or obligations of Tenant hereunder without the prior written consent of
Tenant, and any such amendment, modification or supplement executed without
Tenant’s prior written consent shall have no binding effect on Tenant hereunder.
No failure, delay, forbearance or indulgence on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, or as an acquiescence in any breach, nor shall any single or partial
exercise of any right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. Any
provision of this Lease which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.  This Lease and the rights and obligations in respect
hereof shall be governed by, and construed and interpreted in accordance with,
the laws of the Commonwealth of Pennsylvania, except where the laws of the State
where the Leased Property is located require such State’s own law to
apply.  All headings are for reference only and shall not be
considered as part of this Lease.





(b)           Attorneys’
Fees.  Notwithstanding anything herein to the contrary, the
obligation of the non-prevailing party to reimburse the prevailing party for or
to pay reasonable attorneys’ fees shall mean reasonable attorneys’ fees actually
incurred without reference to or giving effect to N.C.G.S. Section 6-21.2(2) or
any similar provision of the law of the state in which the Leased Property is
located.





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




38.         TERMINATION
OF ORIGINAL LEASE:




The Original Lease as it pertains to
the Leased Property is hereby terminated effective as of the day immediately
preceding the Commencement Date of this Lease.


48


IN
WITNESS WHEREOF, Landlord and Tenant hereto have each caused this Lease to be
duly executed, under seal, and delivered in their respective names and behalfs,
as of the day and year first above written.




LANDLORD:FIRST
      STATES INVESTORS 4100A, LLCBy:Name:
      Sonya A. HuffmanTitle:
      Vice PresidentTENANT:BANK
      OF AMERICA, N.A.By:Name:
      Michael A. HordTitle:
      Associate General
Counsel









SCHEDULE A





DESCRIPTION OF LEASED
PROPERTY; BASIC RENT SCHEDULE


Group A