MASTER
LEASE AGREEMENT




BETWEEN




FIRST
STATES INVESTORS 5200, LLC,


a
Delaware limited liability company (“LANDLORD”)




AND




BANK
OF AMERICA, N.A. (“TENANT”)





Dated:
October 1, 2004







TABLE
OF CONTENTS





PageARTICLE
      I
                      BASIC
      LEASE INFORMATION, LEASED PREMISES, TERM, AND USE
                      11.1
                      Basic
      Lease Information; Definitions
                      11.2
                      Leased
      Premises
                      171.3
                      Term
                      181.4
                      Options
      to Renew; Special Notice of Non-Renewal
                      181.5
                      Use
                      211.6
                      Survival
                      21ARTICLE
      II
                      RENTAL
      AND OPERATING EXPENSES
                      212.1
                      Rental
      Payments
                      212.2
                      Operating
      Expenses
                      242.3
                      Real
      Estate Taxes
                      292.4
                      Budget;
      Audit Rights
                      31ARTICLE
      III
                      BUILDING
      SERVICES, IDENTITY, SIGNAGE, AND MANAGEMENT
                      333.1
                      Building
      Standard and Above Standard Services
                      333.2
                      Keys
      and Locks
                      373.3
                      Graphics
      and Building Directory
                      373.4
                      Building
      Identity; Signage; Exclusivity
                      383.5
                      Communications
      Equipment
                      403.6
                      Building
      Management
                      42ARTICLE
      IV
                      CARE
      OF PREMISES; LAWS, RULES AND REGULATIONS
                      424.1
                      Care
      of Leased Premises
                      424.2
                      Access
      of Landlord to Leased Premises
                      434.3
                      Nuisance
                      434.4
                      Laws
      and Regulations; Rules of Building
                      444.5
                      Legal
      Use and Violations of Insurance Coverage
                      444.6
                      Environmental
      Laws
                      454.7
                      Prohibited
      Uses
                      46ARTICLE
      V
                      LEASEHOLD
      IMPROVEMENTS AND REPAIRS
                      475.1
                      Leasehold
      Improvements
                      47




i




TABLE
OF CONTENTS


(continued)





Page5.2
                    Alterations
                    475.3
                    Non-Removable
      Improvements
                    475.4
                    Mechanics
      Liens
                    485.5
                    Repairs
      by Landlord
                    495.6
                    Repairs
      by Tenant
                    495.7
                    Demising
      Work
                    495.8
                    Art
                    51ARTICLE
      VI
                    CONDEMNATION,
      CASUALTY AND INSURANCE
                    526.1
                    Condemnation
                    526.2
                    Damages
      from Certain Causes
                    536.3
                    Casualty
      Clause
                    546.4
                    Property
      Insurance
                    556.5
                    Liability
      Insurance
                    556.6
                    Hold
      Harmless
                    566.7
                    WAIVER
      OF RECOVERY
                    56ARTICLE
      VII
                    DEFAULTS,
      REMEDIES, BANKRUPTCY, SUBORDINATION
                    567.1
                    Default
      and Remedies
                    567.2
                    Insolvency
      or Bankruptcy
                    607.3
                    Negation
      of Lien for Rent
                    607.4
                    Attorney’s
      Fees
                    617.5
                    No
      Waiver of Rights
                    617.6
                    Holding
      Over
                    617.7
                    Subordination
                    627.8
                    Estoppel
      Certificate
                    637.9
                    Subsequent
      Documents
                    637.10
                    Interest
      Holder Privileges
                    63ARTICLE
      VIII
                    SUBLEASING,
      ASSIGNMENT, LIABILITY, AND CONSENTS
                    638.1
                    Sublease
      or Assignment by Tenant
                    638.2
                    Assignment
      by Landlord
                    66ARTICLE
      IX
                    PURCHASE
      AND SALE
                    67


ii


TABLE
OF CONTENTS


(continued)





Page9.1
                    Tenant’s
      Right of First Refusal to Purchase
                    679.2
                    Right
      of First Offer on Sale
                    679.3
                    Separate
      Lease
                    68ARTICLE
      X
                    EXPANSION
      RIGHTS
                    6810.1
                    Quarterly
      Availability Reports
                    6810.2
                    Tenant’s
      Expansion Notice
                    6910.3
                    Landlord
      Expansion Response
                    6910.4
                    Expansion
      Space Leases
                    7010.5
                    Excess
      Basic Rent; Recalculation of Termination Rights
                    7210.6
                    Subordination
      of Expansion Space Rights
                    7210.7
                    Duration
                    7310.8
                    Disputes
                    73ARTICLE
      XI
                    CONTRACTION
      RIGHTS
                    7311.1
                    Contraction
      Rights
                    7311.2
                    Contraction
      Rights Exercise Notice
                    7411.3
                    Relocation
      Rights
                    7411.4
                    Early
      Termination Rights
                    7511.5
                    Termination
      Rights
                    7511.6
                    Contraction
      Premises Rent
                    7511.7
                    Surrender;
      Contraction Premises Demising Work
                    7611.8
                    Duration
                    7611.9
                    Disputes
                    76ARTICLE
      XII
                    DISPUTE
      RESOLUTION
                    7612.1
                    Approval
      Procedure; Dispute Resolution
                    7612.2
                    Dispute
      Resolution
                    7712.3
                    Conduct
      of the Arbitration
                    7812.4
                    Alternative
      Means of Arbitration with AAA
                    7912.5
                    Mediation;
      Litigation
                    80ARTICLE
      XIII
                    TENANT
      REMEDIES
                    8013.1
                    Limited
      Offset
                    80


iii




TABLE
OF CONTENTS


(continued)





Page13.2
                    Landlord
      Letter of Credit
                    80ARTICLE
      XIV
                    MISCELLANEOUS
                    8114.1
                    Notices
                    8114.2
                    Brokers
                    8114.3
                    Binding
      on Successors
                    8114.4
                    Rights
      and Remedies Cumulative
                    8114.5
                    Governing
      Law
                    8114.6
                    Rules
      of Construction
                    8214.7
                    Authority
      and Qualification
                    8214.8
                    Severability
                    8214.9
                    Quiet
      Enjoyment
                    8214.10
                    Limitation
      of Personal Liability
                    8214.11
                    Memorandum
      of Lease
                    8214.12
                    Consents
                    8214.13
                    Time
      of the Essence
                    8314.14
                    Amendments
                    8314.15
                    Entirety
                    8314.16
                    References
                    8314.17
                    Counterpart
      Execution
                    8314.18
                    No
      Partnership
                    8314.19
                    Captions
                    8314.20
                    Required
      Radon Notice
                    8314.21
                    Changes
      to Properties by Landlord
                    8314.22
                    Storage
      Space
                    8414.23
                    WAIVER
      OF JURY TRIAL
                    8414.24
                    Confidential
      Information
                    84


iv


EXHIBITS
AND SCHEDULES




Exhibit
      A
                Leased
      Premises, Building NRA, Leased Premises NRA and Tenant Occupancy
      PercentagesExhibit
      B-1
                Form
      of Lease SupplementExhibit
      B-2
                Form
      of Amendment to Lease Supplement and Exhibit
      AExhibit
      C
                Form
      of Confidentiality AgreementExhibit
      D
                Form
      of Subordination, Attornment and Non-Disturbance
  AgreementExhibit
      E
                Form
      of Estoppel CertificateExhibit
      F
                Form
      of Subtenant Non-Disturbance AgreementExhibit
      G
                Form
      of Separate LeaseExhibit
      H
                Form
      of Contraction AssignmentExhibit
      I
                Form
      of Contraction SubleaseExhibit
      J
                Form
      of Landlord Letter of CreditSchedule
      1
                Annual
      Basic Rent Factor TableSchedule
      2
                [Intentionally
      Omitted]Schedule
      3
                Description
      of Environmental InformationSchedule
      4
                Description
      of Tenant’s ArtSchedule
      5
                Renewal
      Term Annual Basic Rent
Illustration


v


MASTER
LEASE AGREEMENT




THIS
MASTER LEASE AGREEMENT (this “Lease”) is made and
entered into on October 1, 2004, by and between FIRST STATES INVESTORS 5200,
LLC, a Delaware limited liability company (hereinafter called “Landlord”), and BANK
OF AMERICA, N.A., a national banking association (hereinafter called “Tenant”), with the
limited joinder of FIRST STATES GROUP, L.P., a Delaware limited partnership
(“FSG”).  Any
other provision of this Lease to the contrary notwithstanding, this Lease shall
automatically and without further action of Landlord or Tenant commence and
become effective upon and immediately following the Closing.  Terms
with initial capital letters used in this Lease shall have the meanings assigned
for such terms in Section
1.1(b).




BACKGROUND




A.           Tenant
and FSG are parties to the Purchase Agreement, pursuant to which Tenant agreed
to sell and convey to Landlord, and Landlord agreed to purchase from Tenant, the
Properties and certain other properties not covered by this Lease.





B.           FSG
has assigned to Landlord FSG’s entire right, title and interest in and to the
Properties.





C.           Closing
under the Purchase Agreement has occurred immediately prior to Landlord’s and
Tenant’s execution of this Lease.





ARTICLE
I


BASIC LEASE INFORMATION,
LEASED PREMISES, TERM, AND USE




1.1           Basic Lease Information;
Definitions.




(a)           The
following Basic Lease Information is hereby incorporated into and made a part of
this Lease.  Each reference in this Lease to any information and
definitions contained in the Basic Lease Information shall mean and refer to the
information and definitions hereinbelow set forth.




Commencement
      Date:
                  
                  October
      1, 2004.Expiration
      Date:
                  
                  September
      30, 2019.Initial
      Term:
                  
                  Commencing
      on the Commencement Date, and, unless sooner terminated as herein
      provided, ending on the Expiration Date.Leased
      Premises:
                  
                  All
      those portions of the Properties identified in the Lease Supplements, as
      the same are amended from time to time, as being demised and leased to
      Tenant hereunder, including the identified Net Rentable Areas within the
      Buildings and, where applicable, the Drive-Through Banking
      Facilities.  Each time there is an addition to, subtraction from
      or other change in the configuration of the Leased Premises as herein
      provided, including pursuant to Section 6.1
      (Condemnation), Section 6.3
      (Casualty), Article IX
      (Purchase and Sale), Article X
      (Expansion Rights) and Article XI
      (Contraction Rights), Landlord and Tenant, within thirty (30) days
      following the effective date of the change, shall execute amendments to
      the applicable Lease Supplements (based upon the form attached as Exhibit B-1
      hereto) and to Exhibit A
      hereto to confirm the configuration and Net Rentable Area of the Leased
      Premises, Tenant’s Occupancy Percentage in each Building and the Annual
      Basic Rent for each Leased Premises and, to the extent applicable, any
      adjustment in Parking Areas and be accompanied by a revised Exhibit A
      hereto.










Landlord’s
      Address for
                          Notices:
                        
                        First
      States Investors 5200, LLC
                          c/o
      First States Group, L.P.
                          1725
      The Fairway
                          Jenkintown,
      PA 19046
                          Attention:  Nicholas
      S. Schorsch, President and CEO
                          Fax
      Number:  (215) 887-2585with a copy to:
                        
                        First
      States Group, L.P.
                          1725
      The Fairway
                          Jenkintown,
      PA 19046
                          Attention:  Edward
      J. Matey Jr., General Counsel
                          Fax:  (215)
      887-9856Tenant’s
      Address for Notices:
                        
                        Bank
      of America, N.A.
                          525
      North Tryon
                          3rd
      Floor – Corporate Real Estate Department
                          NC1-023-03-03
                          Charlotte,
      NC 28255
                          Attention:  Property
      Services
                          Fax:  (704)
      386-7339with a copy to:
                        
                        Bank
      of America, N.A.
                          901
      Main Street, 68th Floor
                          Dallas,
      TX  75202-3714
                          Attention:  Michael
      F. Hord, Associate General Counsel
                          Fax:  (214)
      209-0871and to:
                        
                        Trammell
      Crow Corporate Services, Inc.
                          2850
      North Federal Highway
                          Lighthouse
      Point, Florida  33064
                          Attention:  Chuck
      Dunn, Senior Vice President
                          Fax:  (954)
      786-4405


2





and to:
                  
                  Jones
      Lang LaSalle Americas, Inc.
                    355
      South Grand Avenue
                    Suite
      4280
                    Los
      Angeles, CA  90071
                    Attention:  John
      L. Vinnicombe, Executive Vice President
                    Fax:  (213)
      680-4933Interest
      Holder’s Address for Notices:
                  
                  Deutsche
      Bank AG, Cayman Islands Branch
                    60
      Wall Street, 10th Floor
                    New
      York, New York
                    Attention:
      Chris Tognola/Tom Traynor
                    Fax:   N/Awith a copy to:
                  
                  LaSalle
      Bank National Association
                    135
      South LaSalle Street, Suite 1625
                    Chicago,
      Illinois 60603
                    Attention:
      Tom Quinlan
                    Fax:   N/A


(b)           As
used in this Lease, the following terms shall have the respective meanings
indicated below, and such meanings are incorporated in each such provision where
used as if fully set forth therein:




“AAA” shall mean the
American Arbitration Association.




“Above Standard
Services” shall have the meaning assigned to such term in Section
3.1(c).




“Above Standard Services
Rent” shall mean any and all charges required to be paid by Tenant for
Above Standard Services as expressed in Section
3.1(c).




“Additional Equipment”
shall have the meaning assigned to such term in Section
3.5.




“Additional Rent”
shall mean Tenant’s Operating Expense Share, Tenant’s Tax Share, Above Standard
Services Rent and all other sums (other than Annual Basic Rent and Excess Basic
Rent, if any) that Tenant is obligated to pay or reimburse to Landlord as
required by the terms of this Lease.




“Affiliate” or “Affiliates” shall
mean 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.


3




“Affiliate Owned
Property” shall have the meaning assigned to such term in Section
10.1.




“Aggregate FMRV Rent”
shall have the meaning assigned to such term in Section
1.4(c).




“Aggregate Occupancy
Percentage” shall mean a fraction, expressed as a percentage, the
numerator of which is the aggregate Net Rentable Area of the Leased Premises in
all of the Properties at the time the determination is made and the denominator
of which is the Net Rentable Area of all of the Closing Properties acquired by
Landlord (or its Affiliates) from Tenant (or its Affiliates) under the Purchase
Agreement, whether or not such Closing Properties are occupied, in whole or in
part, by Tenant.




“Agreed Upon
Percentage” shall have the meaning assigned to such term in the Purchase
Agreement.




“Agreed Upon Purchase
Price” shall mean, for a Property, the amount calculated as the product
of (i) the Purchase Price for all of the Closing Properties under the Purchase
Agreement multiplied by (ii) the Agreed Upon Percentage for the Property for
which the Agreed Upon Purchase Price is being calculated.




“Alteration Threshold
Amount” shall mean, as to each Property, Five Hundred Thousand Dollars
($500,000.00) in aggregate alteration costs ongoing at any time, provided that
(a) so long as Tenant’s Occupancy Percentage at a Major Property is at least
fifty percent (50%), the Alteration Threshold Amount for such Major Property
shall equal One Million Dollars ($1,000,000.00) in aggregate alterations costs
and (ii) the aggregate Alterations Threshold Amount for alteration costs ongoing
at all Properties at any time shall not exceed Ten Million Dollars
($10,000,000.00).




“Annual Basic Rent”
shall mean the annual basic rent payable by Tenant for the Leased Premises that
are subject, from time to time, to this Lease.  During the Initial
Term of this Lease, the Annual Basic Rent for each Property shall equal the Net
Rentable Area of the Leased Premises for such Property multiplied by the
applicable Annual Basic Rent Factor, except that the Annual Basic Rent for any
Short Term Expansion Space shall equal the Fair Market Rental Value of such
Short Term Expansion Space as provided in Article
X.  During the Renewal Terms of this Lease, the Annual Basic
Rent for each Property shall equal the Fair Market Rental Value of the Leased
Premises within such Property, subject, if applicable, to the limitations set
forth in Section
1.4(c).  The Annual Basic Rent due under this Lease shall equal
the sum of all Annual Basic Rents due with respect to each
Property.  Annual Basic Rent shall be re-calculated each time there is
a change in the Annual Basic Rent Factor or in Tenant’s Occupancy Percentage for
a Property or a required conversion to, or adjustment in, the Fair Market Rental
Value of a Property.




“Annual Basic Rent
Factor” shall mean the annual rate per square foot of Net Rentable Area
used to calculate the Annual Basic Rent.  A table of Annual Basic Rent
Factors, together with scheduled increases and decreases thereto, are set forth
on Schedule 1
hereto.


4


“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 subject Property or Leased Premises, who shall be associated with a
nationally-recognized real estate services firm offering appraisal services,
with local offices in the region where the subject 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 Matters”
shall have the meaning assigned to such term in Section
12.2(b).




“Arbitration Notice”
shall have the meaning assigned to such term in Section
12.2(a).




“Art” shall have the
meaning assigned to such term in Section
5.8.




“ATM” shall mean
automated teller machine.




“Average Operating
Expenses” shall mean the amount determined by dividing the aggregate
Operating Expenses for all of the Properties by the aggregate Net Rentable Area
of all of the Buildings.  The Average Operating Expenses between the
Commencement Date and December 31, 2004, shall equal $8.56 per square foot of
Net Rentable Area, inclusive of management fees.  Beginning on January
1, 2005, the Average Operating Expenses shall be increased by three percent
(3%), subject to adjustment in the final Budget for such calendar
year.




“Average Real Estate
Taxes” shall mean the amount determined by dividing the aggregate Real
Estate Taxes for all of the Properties by the aggregate Net Rentable Area of all
of the Buildings.  The Average Real Estate Taxes between the
Commencement Date and December 31, 2004, shall equal $2.12 per square foot of
Net Rentable Area.  Beginning on January 1, 2005, the Average Real
Estate Taxes shall be increased by three percent (3%), subject to adjustment in
the final Budget for such calendar year.




“Award” shall have the
meaning assigned to such term in Section
13.2(c).




“Banking Center
Properties” shall mean those Properties identified as such on Exhibit A hereto as
“Banking Centers,” whether or not such Properties also include a “Motor
Bank.”




“Banking” shall have
the meaning assigned to such term in Section
1.5.




“Binding ADR Dispute”
shall have the meaning assigned to such term in Section
12.2(b).




“BOMA” shall mean the
Building Owners and Managers Association.




“Budget” shall have
the meaning assigned to such term in Section
2.4(a).


5


“Building” shall mean
any and each of the buildings identified on Exhibit A in which
the Leased Premises are located.




“Building Common
Areas” shall have the meaning assigned to such term in the Measurement
Standard.




“Building Operating
Hours” shall mean, for each Building, from 7:00 a.m. to 7:00 p.m. on
Mondays through Fridays and from 8:00 a.m. to 2:00 p.m. on Saturdays, excepting
Holidays; provided that Building Operating Hours for Banking Center Properties
where Tenant’s Occupancy Percentage equals one hundred percent (100%) shall mean
the standard hours of operations for such Property as established, from time to
time, by Tenant.




“Building Rules” shall
have the meaning assigned to such term in Section
4.4.




“Building Standard
Services” shall have the meaning assigned to such term in Section
3.1(a).




“Building Standards”
shall mean, for each Building, materials of the type, quality and quantity
generally used throughout such Building and in Comparable
Buildings.




“Bureau of Labor
Statistics” shall mean the U.S. Department of Labor, Bureau of Labor
Statistics.




“Buildings” shall mean
all of the buildings identified on Exhibit A in which
the Leased Premises are located.




“Casualty” shall have
the meaning assigned to such term in Section
6.3(a).




“Closing” shall mean
the closing and transfer of title to the Properties to Landlord pursuant to the
Purchase Agreement.




“Closing Date” shall
mean the date of Closing under the Purchase Agreement.




“Closing Properties”
shall mean all properties that Landlord (or its Affiliates) acquires from Tenant
(or its Affiliates) under the Purchase Agreement.




“Commencement Date”
shall have the meaning assigned to such term in Section
1.1(a).




“Common Areas” shall
mean all portions of the Project that are not intended to be rented to a tenant,
including interior corridors, elevators, mechanical rooms, stairs, lobbies,
lavatories, washrooms, exterior roadways, Parking Areas, sidewalks, plazas,
traffic lights, storm drainage facilities, rooftops, landscaped areas, exterior
walks and ramps, sanitary sewer, domestic and fire water systems, fire
protection installations, electric power and telephone cables and lines and
other utility connections, facilities and other improvements (above and below
ground) that are owned by Landlord and are now or hereafter constructed on the
Project for use in common by Landlord, Tenant and other tenants located in the
Building or for the common benefit of the foregoing, including all such areas,
facilities and systems denominated as “Building Common Areas” and “Floor Common
Areas” in the Measurement Standard.




6


“Communications
Equipment” shall have the meaning assigned to such term in Section
3.5(a).




“Comparable Buildings”
shall mean, for each Building, a quality, age, location and construction that is
comparable to that of other buildings within the metropolitan area within which
such Building is located.




“Continuing Term Separate
Lease” shall have the meaning assigned to such term in Section
9.3.




“Contraction
Assignment” shall mean a lease assignment and assumption agreement
substantially in the form attached as Exhibit H hereto
entered into by Tenant, as assignor, and FSG or, at FSG’s election, an Affiliate
of FSG, as assignee, for all of Tenant’s right, title and interest in and to a
Continuing Term Separate Lease at a Property for which Tenant has properly
exercised Contraction Rights for the entire Leased Premises within such Property
pursuant to Article
XI.  If FSG elects to cause an Affiliate of FSG to enter into a
Contraction Assignment, FSG shall join in the execution of the Contraction
Assignment for the purpose of unconditionally guarantying to Tenant the payment
and performance by such Affiliate of all of such Affiliate’s obligations to
Tenant under the Contraction Assignment.  Tenant shall be released
from all obligations under the Separate Lease to which the Contraction
Assignment relates arising on and after the date of execution of the Contraction
Assignment.




“Contraction Premises”
shall have the meaning assigned to such term in Section
11.2.




“Contraction Premises
Surrender Date” shall have the meaning assigned to such term in Section
11.6.




“Contraction Rights”
shall have the meaning assigned to such term in Section
11.1.




“Contraction Rights Exercise
Notice” shall have the meaning assigned to such term in Section
11.2.




“Contraction Sublease”
shall mean a separate, stand alone sublease substantially in the form attached
as Exhibit I
hereto entered into by Tenant, as sublandlord, and FSG or, at FSG’s election, an
Affiliate of FSG, as subtenant, for such portion of the Leased Premises at a
Property that is leased by Tenant under a Continuing Term Separate Lease as
Tenant has properly exercised Contraction Rights pursuant to Article
XI.  If FSG elects to cause an Affiliate of FSG to enter into a
Contraction Sublease, FSG shall join in the execution of the Contraction
Sublease for the purpose of unconditionally guarantying to Tenant the payment
and performance by such Affiliate of all of such Affiliate’s obligations to
Tenant under the Contraction Sublease.




“Cost Approved
Sublease” shall have the meaning assigned to such term in Section
8.1(h).




“Coterminous Expansion
Space” shall have the meaning assigned to such term in Section
10.4(b).




“Damaged Property”
shall have the meaning assigned to such term in Section
6.3(a).


7


“Demising Work” shall
mean the construction by Tenant, if and to the extent required as a result of
Tenant’s vacation and surrender of Surrendered Premises to Landlord, of (i) all
walls and other work required to demise, separate and secure the Leased Premises
from any portion of the Building that is not included within the Leased
Premises, (ii) all work, if and to the extent required as a result of such
demise, for (a) the creation of multi-tenant access to Building Common Areas,
facilities and systems necessary for the general office use of the Surrendered
Premises, including multi-tenant access to the mechanical, electrical, plumbing
and other utility facilities and systems serving the Surrendered Premises or (b)
at Tenant’s sole option, in lieu of creating multi-tenant access to existing
Building Common Areas, facilities or systems, Tenant may construct replacements
for Building Common Areas, facilities or systems necessary for the general
office use of the Surrendered Premises and (iii) to provide proper and lawful
means of ingress and egress to the Surrendered
Premises.  Notwithstanding the foregoing, Tenant will not be obligated
to (i) make any alterations or improvements to demise the Leased Premises on
floors of any Buildings that are and shall continue to be leased by Tenant as
full floors, (ii) make any alterations or improvements to floors that do not
contain any Leased Premises or (iii) bring the Properties into compliance with
building codes or other Legal Requirements, except to the extent required by any
Governmental Authority as being necessary to perform the Demising
Work.  All Demising Work shall be performed in conformity with the
requirements of Section
5.7.




“Drive-Through Banking
Facility” shall mean, for each Property, the portion of the Leased
Premises, if any, identified as a Drive-Through Banking Facility in Lease
Supplement for such Property.




“Early Termination
Fee” shall mean the amount required to be paid by Tenant to Landlord upon
Tenant’s exercise of Early Termination Rights under Section 11.4
calculated as the product of (w) the Agreed Upon Purchase Price for the Property
at which the Early Termination Rights are being exercised multiplied by (x)
16.6667 basis points (0.00166667) multiplied by (y) the number of whole or
partial months that elapse between the Commencement Date and the Contraction
Premises Surrender Date for the Contraction Premises for which the Early
Termination Fee is being calculated multiplied by (z) a fraction, the numerator
of which is the Net Rentable Area of the Contraction Premises created by
Tenant’s exercise of the Early Termination Rights for which the Early
Termination Fee is being calculated and the denominator of which is the Net
Rentable Area of the Building at which the Early Termination Rights are being
exercised.  For purposes of determining the Early Termination Fee
required to be paid by Tenant with the Contraction Rights Exercise Notice for
any Contraction Premises, Tenant shall assume that the Contraction Premises
Surrender Date for such Contraction Premises shall be the date on which Tenant
identifies in the Contraction Rights Exercise Notice that Tenant desires to
vacate and surrender possession of such Contraction Premises to
Landlord.  After the actual Contraction Premises Surrender Date for
the Contraction Premises becomes known, the Early Termination Fee shall be
recalculated as provided in Section
11.4.  No Early Termination Fee shall ever become due or
payable by Tenant as a result of, or with respect to the Contraction Premises
created by, Tenant’s exercise of Relocation Rights under Section 11.3 or
Termination Rights under Section
11.5.




“Early Termination
Right” shall have the meaning assigned to such term in Section
11.4.


8


“Enforcement” shall
have the meaning assigned to such term in Section
7.7.




“Environmental
Information” shall have the meaning assigned to such term in Section
4.6(a).




“Environmental
Matters” shall have the meaning assigned to such term in Section
4.6(b).




“Excess Basic Rent”
shall have the meaning assigned to such term in Section
10.5.




“Exchange Space” shall
mean the number of square feet, if any, by which the Net Rentable Area of the
Minimum Leased Premises exceeds the Net Rentable Area of the Lease
Premises.  On the Commencement Date, the Exchange Space shall equal
Thirty-Four Thousand Eight Hundred Ninety-One (34,891) square
feet.  The Exchange Space shall be recalculated, as of the
Commencement Date, following the re-measurement of the Buildings in conformity
with the Measurement Standard.  The Exchange Space shall be reduced,
from time to time, by the Net Rentable Area of all Expansion Space added to
Leased Premises pursuant to Article X (effective,
in each such case, as of the date the Expansion Space becomes Leased Premises)
and increased, from time to time, by the Net Rentable Area of any Contraction
Premises removed from the Leased Premises by Tenant’s exercise of Relocation
Rights, but not Early Termination Rights or Termination Rights (effective, in
each such case, as of the date the Contraction Premises is no longer Leased
Premises).




“Exchange Space Rent”
shall mean the annual Rent payable by Tenant with respect to the Exchange Space
calculated as Net Rentable Area of the Exchange Space multiplied by the sum of
(i) Annual Basic Rent Factor plus (ii) the Average Operating Expenses plus (iii)
the Average Real Estate Taxes.  If the Exchange Space is less than or
equal to zero, no Exchange Space Rent shall be due or payable.




“Expansion Rights”
shall have the meaning assigned to such term in Section
10.4.




“Expansion Space”
shall have the meaning assigned to such term in Section
10.4.




“Expansion Space
Acceptance” shall have the meaning assigned to such term in Section
10.4.




“Expiration Date”
shall have the meaning assigned to such term in Section
1.1(a).




“Event of Default”
shall have the meaning assigned to such term in Section
7.1(a).




“Fair Market Purchase
Value” shall mean the fair market purchase 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 purchaser, neither of whom is under any compulsion to enter into such
transaction.


9


“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 net lease
(i.e., net of all operating expenses, real estate taxes, utilities and other
pass-throughs) 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 space in Comparable Buildings
that is comparable in size, location and quality to the Leased Premises, for a
comparable term.  Such Fair Market Rental Value shall be calculated
assuming that (i) the Leased Premises are 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 Premises in “AS-IS”
condition.  In determining the Fair Market Rental Value for Property,
the Appraiser shall give due consideration, to and make any necessary
adjustments to the rentals paid at Comparable Buildings in light of, the
following factors: (i) Tenant will not receive, and Landlord will not pay, any
tenant improvement, relocation, moving or other allowance, rent abatement or
other reduced or free rent period or any other allowance or concession in
connection with Tenant’s leasing of the Leased Premises, (ii) except as
expressly provided herein with respect to Expansion Space, Tenant’s obligation
to pay Rent commences on the date possession of the Leased Premises are
delivered to Tenant, (iii) Landlord will not pay any brokers’ fee or commission
in connection with Tenant’s leasing of the Leased Premises, (iv) the Landlord’s
inclusion, and Tenant’s payment, of amortized capital expenditures in Operating
Expenses to the extent provided in this Lease and (v) the creditworthiness of
Tenant and the tenants at Comparable Buildings.  For Short Term
Expansion Space only, the Fair Market Rental Value shall be determined without
regard to the value added by any alterations or improvements made to such space
by Tenant after it was added to the Lease Premises as provided in Article
X.




“Final Drawings” shall
have the meaning assigned to such term in Section
5.7(b).




“Final Space Plan”
shall have the meaning assigned to such term in Section
5.7(a).




“Five Year Term Separate
Lease” shall have the meaning assigned to such term in Section
9.3.




“Floor Common Area”
shall have the meaning assigned to such term in the Measurement
Standard.




“FMRV Increment” shall
have the meaning assigned to such term in Section
10.5.




“FMRV Space” shall
mean space added to the Leased Premises as Expansion Space, but shall not
include any Coterminous Expansion Space added to the Leased Premises during the
Initial Term.




“Force Majeure Events”
shall mean events beyond Landlord’s or Tenant’s (as the case may be) control,
which shall include 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).  The times for performance set forth in
this Lease (other than for monetary obligations of a party) shall be extended to
the extent performance is delayed by Force Majeure Events.




“FSG” shall have the
meaning assigned to such term in the parties paragraph.




“GAAP” shall mean
generally accepted accounting principles, consistently applied.


10




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




“Gross Revenue” shall
mean, for each Property, all gross income generated in connection with such
Property, including basic rents, additional rents and other charges collected
from Tenant and other tenants or occupants of the Property and income from
services, coin operated vending machines and telephones, parking facilities, but
excluding (i) security deposits, unless and not until such deposits are applied
as rental income, (ii) interest on bank accounts for the operation of the
Property, (iii) proceeds from the sale or refinancing of the Property, (iv)
insurance proceeds or dividends received from any insurance policies pertaining
to physical loss or damage to the Property, (v) condemnation awards or payments
received in lieu of condemnation of the Property and (vi) any trade discounts
and rebates received in connection with the purchase of personal property or
services in connection with the operation of the Property.




“Hazardous Materials”
shall mean any flammable materials, explosive materials, radioactive materials,
asbestos-containing materials, the group of organic compounds known as
polychlorinated biphenyls and any other hazardous, toxic or dangerous waste,
substance or materials defined as such in (or for purposes of) the federal
Comprehensive Environmental Response Compensation and Liability Act of 1980, as
amended, 42 U.S.C. §§
9601 to 9675,  the federal Hazardous Materials Transportation
Act, 42 U.S.C. §§ 5101
to 5127, the federal Solid Waste Disposal Act as amended by the Resources
Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 to
6992k, the federal Toxic Substance Control Act, 15 U.S.C. §§ 2601 to
2692 or any other Legal Requirement from time to time in effect
regulating, relating to or imposing liability or standards of conduct concerning
any hazardous, toxic or dangerous waste, substance or material.




“Holidays” shall mean
New Year’s Day, Martin Luther King Day, Presidents’ Day, Memorial Day,
Independence Day, Labor Day, Columbus Day, Thanksgiving Day, Christmas Day and
any and all other dates observed as bank holidays by national
banks.  If, in the case of any holiday described above, a different
day shall be observed than the respective day described above, then that day
that constitutes the day observed by national banks in the state in which the
Property is located on account of such holiday shall constitute the Holiday
under this Lease.




“HVAC” shall mean
heating, ventilating and air conditioning.




“Initial Term” shall
have the meaning assigned to such term in Section
1.1(a).




“Interest Holder”
shall have the meaning assigned to such term in Section
7.7.




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




“JLL” shall mean Jones
Lang LaSalle Americas, Inc.


11


“Land” shall mean all
of the parcels of land identified on Exhibit A on which
the Buildings, Common Areas, Drive-Through Banking Facilities, Parking Areas and
other elements of the Properties are located.




“Landlord” shall have
the meaning assigned to such term in the parties paragraph.




“Landlord Default”
shall have the meaning assigned to such term in Section
7.1(f).




“Landlord Designated
Submanager” shall have the meaning assigned to such term in Section
3.6.




“Landlord Expansion
Response” shall have the meaning assigned to such term in Section
10.2.




“Landlord Letter of
Credit” shall have the meaning assigned to such term in Section
13.2.




“Lease” shall have the
meaning assigned to such term in the parties paragraph.




“Leased Premises”
shall have the meaning assigned to such term in Section
1.1(a).




“Lease Supplement”
shall mean, for each Property, a supplement to this Lease based upon the form
attached as Exhibit
B hereto that describes and depicts, in detail, the Leased Premises for
such Property and any Landlord or Tenant right or obligations that are specific
to that Property, including any emergency generators, uninterrupted power
systems, supplemental HVAC systems and other specialty items of whose capacities
are dedicated for Tenant’s sole use and that Tenant desires Landlord to
maintain, repair and replace, at Tenant’s election, as an Above Standard
Service.




“Lease Year” shall
mean a period of one (1) year; provided that the first Lease Year shall commence
on the Commencement Date and shall end on September 30,2005; the second Lease
Year commences upon the expiration of first Lease Year and ends one (1) year
later, and all subsequent Lease Years commence upon the expiration of the prior
Lease Year, except that the last Lease Year during the Term ends on the last day
of the Term.  The Lease Year for all Properties covered by this Lease
shall be the same.




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




“MAI” shall mean
Member of the Appraisal Institute.




“Major Dispute” shall
have the meaning assigned to such term in Section
12.2(c).




“Major Property” shall
mean any Property in which the Building shall contain 50,000 or more square feet
of Net Rentable Area.




“Maximum Renewal Term Basic
Rent” shall have the meaning assigned to such term in Section
1.4(c).


12


“Measurement Standard”
shall mean the Standard Method for Measuring Floor Area in Office Buildings,
ANSI/BOMA Z65.1-1996, as promulgated by BOMA.




“Minimum Leased
Premises” shall mean the number of square feet determined by multiplying
the Net Rentable Area of all of the Closing Properties acquired by Landlord (or
its Affiliates) from Tenant (or its Affiliates) under the Purchase Agreement,
whether or not such Closing Properties are occupied, in whole or in part, by
Tenant, by 0.618.  The Minimum Leased Premises shall be calculated by
Landlord and Tenant on the Commencement Date and recalculated, as of the
Commencement Date, following the re-measurement of the Buildings in conformity
with the Measurement Standard.




“Net Rentable Area”
shall mean, as applicable, the net rentable areas of the Leased Premises and the
Buildings, determined in conformity with the Measurement
Standard.  The approximate Net Rentable Areas of the Leased Premises
and the Buildings are as specified in Exhibit A; provided
that the final and stipulated Net Rentable Areas of the Leased Premises and each
of the Buildings shall be re-measured by Landlord on or before December 31,
2004, in conformity with the Measurement Standard.  Once such
re-measurement is completed, Landlord and Tenant shall (i) amend the Lease
Supplements and Exhibit A to confirm,
effective as of the Commencement Date, the correct Net Rentable Areas, Occupancy
Percentages and Annual Basic Rents, (ii) recalculate and confirm in writing the
Net Rentable Area subject to Termination Rights under Section 11.5 below,
(iii) recalculate the Minimum Leased Premises and (iv) recalculate the Annual
Basic Rent Factor.




“Non-FMRV Renewal
Space” shall mean, as to each Property during each Renewal Term, the
portion of the Renewal Premises at such Property, if any, that is not FMRV
Space.




“Non-Removable
Improvements” shall have the meaning assigned to such term in Section
5.3.




“Notice Parties” shall
mean the parties identified in Section 1.1(a), and
any successor or additional party as a Notice Party may from time to time
designate, as parties entitled to receive written notices under this
Lease.




“Occupancy Percentage”
shall mean, as to each Building, a fraction, expressed as a percentage, the
numerator of which is the Net Rentable Area of the Leased Premises in the
Building at the time the determination is made, and the denominator of which is
Net Rentable Area of the Building, all as set forth on Exhibit Ahereto, as
amended from time to time.  The Occupancy Percentage for a Property
shall be re re-calculated each time there is a change in the Net Rentable Area
of the Leased Premises or the Building at such Property.




“Operating Expenses”
shall have the meaning assigned to such term in Section
2.2(b).




“Operating Expense
Statement” shall have the meaning assigned to such term in Section
2.2(f).




“Outside Completion
Date” shall have the meaning assigned to such term in Section
6.3(d).


13


“Owner” shall have the
meaning assigned to such term in Section
7.7.




“Parking Areas” shall
mean, as to each Property, the exclusive and non-exclusive parking areas and
facilities for the Property as indicated on the Lease Supplement for the
Property, together with any connecting walkways, covered walkways, tunnels, or
other means of access to the Building, and any additional minor improvements now
or hereafter located on the Land related to the foregoing
facilities.




“PAVS Contraction
Premises” shall have the meaning assigned to such term in Section
5.7(h).




“PAVS Expansion
Premises” shall have the meaning assigned to such term in Section
5.7(h).




“Pre-Committed Space”
shall have the meaning assigned to such term in Section
10.2(a).




“Preliminary Drawings”
shall have the meaning assigned to such term in Section
5.7(b).




“Preliminary Space
Plan” shall have the meaning assigned to such term in Section
5.7(a).




“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).




“Prior Lease” shall
mean that certain Master Lease Agreement dated June 30, 2003, by and between
First States Investors 5000A LLC, as landlord, and Tenant, as tenant, as
amended,




“Prohibited Uses”
shall have the meaning assigned to such term in Section
4.7.




“Property” shall mean
the Land, the Buildings, the Common Areas, including the Parking Areas, any
Drive-Through Banking Facilities, and any and all additional improvements now or
hereafter located on the Land that serve the Buildings, the Common Areas,
including the Parking Areas, any Drive-Through Banking Facilities or the tenants
of the Building generally.




“Purchase Agreement”
shall mean that certain Agreement of Sale and Purchase dated September 27, 2004,
by and between Tenant, as seller, and FSG, as purchaser, as
amended.  Immediately prior to the Closing, FSG shall assign to
Landlord, and Landlord shall assume, all of FSG’s rights, titles and interests
under the Purchase Agreement, it being understood that FSG shall not be released
from its obligations under the Purchase Agreement as a result of such
assignment.




“Purchase Agreement Vacate
Space” shall mean the “Vacate Space” as such term is defined in the
Purchase Agreement.




“Purchase Price” shall
have the meaning assigned to such term in the Purchase Agreement.




“Qualified Damage”
shall have the meaning assigned to such term in Section
6.3(b).


14


“Quarterly Availability
Report” shall have the meaning assigned to such term in Section
10.1.




“Real Estate Taxes”
shall have the meaning assigned to such term in Section
2.3(b).




“Relocation Rights”
shall have the meaning assigned to such term in Section
11.3.




“Relocation Rights Exercise
Period” shall have the meaning assigned to such term in Section
10.4(a).




“Remedial Work” shall
mean the removal, relocation, elimination, remediation or encapsulation of
Hazardous Materials from all or any portion of the Leased Premises or the Common
Areas and, to the extent thereby required, the reconstruction and rehabilitation
of the Leased Premises or the Common Areas pursuant to, and in compliance with
this Lease.




“Renewal Option(s)”
shall have the meaning assigned to such term in Section
1.4(a).




“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 Section
1.4(d).




“Renewal Premises”
shall have the meaning assigned to such term in Section
1.4(c).




“Renewal Terms” shall
have the meaning assigned to such term in Section
1.4(a).




“Rent” shall mean
Annual Basic Rent, Excess Basic Rent, if any, Exchange Space Rent, if any, and
Additional Rent.




“Requesting Party”
shall have the meaning assigned to such term in Section
12.1(a)(i).




“Responding Party”
shall have the meaning assigned to such term in Section
12.1(a)(i).




“ROFO Eligible
Conditions” shall have the meaning assigned to such term in Section
9.2(a).




“ROFO Eligible
Property” shall have the meaning assigned to such term in Section
9.2(a).




“SAR” shall mean
Strategic Alliance Realty.




“SEC” shall have the
meaning assigned to such term in Section
14.24.




“Security Areas” shall
have the meaning assigned to such term in Section
4.2.




“Self-Insurance Net Worth
Test” shall mean, as of any date, that (i) Tenant has a net worth of at
least One Billion Dollars ($1,000,000,000.00) and (ii) Tenant’s long-term senior
unsecured debt obligations are rated at least BBB (or its equivalent) by S&P
and Baa2 (or its equivalent) by Moody’s at of that date; provided that if Tenant
is rated by only one of S&P or Moody’s, such obligations shall have such
rating from S&P or Moody’s, as the case may be, and a comparable rating from
another nationally-recognized rating agency.


15


“Separate Lease” shall
mean a separate, stand alone lease for a Property substantially in the form
attached as Exhibit
G hereto entered into by the purchaser of such Property, as landlord, and
Tenant, as tenant, as provided in Section 9.3, which
may be either Continuing Term Separate Leases or Five Year Term Separate
Leases.




“Service Failure”
shall have the meaning assigned to such term in Section
3.1(f).




“Short Term Expansion
Space” shall have the meaning assigned to such term in Section
10.4.




“Sublet Space” shall
have the meaning assigned to such term is Section
8.1(b).




“Subtenant Non-Disturbance
Agreement” shall mean a written agreement substantially in the form
attached as Exhibit
F hereto among Landlord, Tenant, the subtenant under a Cost Approved
Sublease and any Interest Holders pursuant to which Landlord and such Interest
Holders agree not to disturb such subtenant’s possessory and other rights under
the Cost Approved Sublease, and such subtenant agrees to attorn to and recognize
Landlord, notwithstanding any expiration or earlier termination of the Term of
this Lease prior to the expiration or earlier termination of the term of the
Cost Approved Sublease, except to the extent that such possessory or other
rights can be disturbed or terminated as provided in the Cost Approved
Sublease.




“Surrendered Premises”
shall mean, as applicable, any Purchase Agreement Vacate Space or Contraction
Premises for which Tenant is required to perform Demising Work.




“Tax Statement” shall
have the meaning assigned to such term in Section
2.3(a).




“TCCS” shall mean
Trammell Crow Corporate Services, Inc.




“Tenant” shall have
the meaning assigned to such term in the parties paragraph.




“Tenant’s Business
Equipment” shall have the meaning assigned to such term in Section
5.3.




“Tenant Designated
Submanager” shall have the meaning assigned to such term in Section
3.6.




“Tenant Expansion
Notice” shall have the meaning assigned to such term in Section
10.2.




“Tenant Managed
Property” shall have the meaning assigned to such term in Section
3.6.




“Tenant’s Operating Expense
Share” shall have the meaning assigned to such term in Section
2.2(a).




“Tenant’s Tax Share”
shall have the meaning assigned to such term in Section
2.3(a).


16


“Term” shall have the
meaning assigned to such term in Section
1.3.




“Termination Rights”
shall have the meaning assigned to such term in Section
11.5.




“Third Party Offer”
shall have the meaning assigned to such term in Section
9.1.




“Transfer Notice”
shall have the meaning assigned to such term in Section
8.1(b).




“Unused Relocation Rights
Area” shall have the meaning assigned to such term in Section
10.5.




“URR Agreement” shall
mean that certain Master Agreement Regarding Leases dated as of October 1, 2004,between FSG and Tenant
pursuant to which FSG granted to Tenant certain “Universal Relocation Rights” as
more fully therein provided.




“VARA” shall mean the
Visual Artists Rights Act of 1990, as amended.




As used in this Lease, (i) the phrase
“and/or” when applied to one or more matters or things shall be construed to
apply to any one or more or all thereof as the circumstances warrant at the time
in question, (ii) the terms “herein,” “hereof,” “hereunder” and words of similar
import, shall be construed to refer to this Lease as a whole, and not to any
particular Article or Section, unless expressly so stated, (iii) the terms
“include” and “including”, whenever used herein, shall mean “including without
limitation” or “including but not limited to,” except in those instances where
it is expressly provided otherwise, (iv) the term “person” shall mean a natural
person, a partnership, a corporation, a limited liability company, and/or any
other form of business or legal association or entity, and (v) the term
“alterations” shall mean any alterations, additions, removals and/or any other
changes.




1.2           Leased
Premises.  Subject to and upon the terms hereinafter set forth,
Landlord does hereby lease and demise to Tenant, and Tenant does hereby lease
and take from Landlord, the Leased Premises.  The initial Leased
Premises are described in Exhibit A hereto and
in the Lease Supplements.  Tenant shall be entitled to the following
as appurtenances to the Leased Premises, all at no cost to Tenant, other than as
provided in Section
2.2 or Section
3.1 below: (a) the right to use, and to permit Tenant’s employees and
invitees to use (i) on an exclusive basis, the dedicated Parking Areas, if any,
identified on the Lease Supplements and the elevator lobbies, corridors,
restrooms, telephone, electric and other utility closets on floors leased
entirely by Tenant and (ii) on a non-exclusive basis (in common with Landlord
and other tenants or occupants of the Property, and their respective employees
and invitees), the balance of the Parking Areas and all the other Common Areas
(excluding Floor Common Areas, systems and facilities on and/or serving floors
that do not include Leased Premises, but including risers wherever located
throughout the Buildings); (b) all rights and benefits appurtenant to, or
necessary or incidental to, the use and enjoyment of the Leased Premises by
Tenant for the purposes permitted by Section 1.5,
including the right of Tenant, its employees and invitees, in common with
Landlord and other persons, to use any non-exclusive easements and/or licenses
in, about or appurtenant to the Project, including the non-exclusive right to
use any walkways, tunnels, and skywalks connected to the Project; and (c) all
other rights and benefits provided to Tenant with respect to the Project
pursuant to this Lease (including the rights granted to Tenant to use the roof
of the Building, and other portions of the Project located outside of the Leased
Premises, pursuant to Section 3.5
hereof).


17


1.3           Term.  The
Initial term of this Lease shall be as described in Section 1.1(a), which
Initial Term may be renewed and extended as provided in Section 1.4 (the
Initial Term and, to the extent renewed and extended, any such Renewal Terms are
hereinafter collectively called the “Term”).  Tenant
is in possession of the Leased Premises as of the date of this Lease and shall
accept the Leased Premises in its “AS-IS” condition on the Commencement Date,
subject to all applicable Legal Requirements, covenants and
restrictions.  Landlord has made no representation or warranty
regarding the suitability of the Leased Premises or the Buildings for the
conduct of Tenant’s business, and Tenant waives (a) any implied warranty that
the Leased Premises or the Buildings are suitable for Tenant’s intended
purposes, (b) any right of Tenant to claim that the Leased Premises are not now
or in the future in compliance with Legal Requirements (except to the extent
that any such future non-compliance with Legal Requirements within the Leased
Premises was caused by any act or omission of Landlord, or its agents, servants
or employees) and (c) any right of Tenant to claim that the Buildings are not in
compliance with Legal Requirements in effect on the Commencement
Date.  Except as otherwise expressly set forth in this Lease to the
contrary, in no event shall Landlord have any obligation for any defects in
effect on the Commencement Date in the Leased Premises or the Buildings or any
limitation on their respective uses.




1.4           Options to Renew; Special
Notice of Non-Renewal.




(a)           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 with respect to any or all of the Leased Premises then demised to
Tenant (including any Expansion Space) for up to seventeen (17) successive
periods of five (5) years each with respect to the Banking Center Properties and
for up to seven (7) successive periods of five (5) years each with respect to
all other Properties (individually, a “Renewal Term” and
collectively the “Renewal Terms”);
provided that the Term of this Lease shall not extend for any portion of the
Leased Premises within the Banking Center Properties, wherever added to this
Lease, beyond September 30, 2104, or for any portion of the Leased Premises
within any other Property, whenever added to this Lease, beyond September 30,
2054.




(b)           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.


18


(c)           The
Annual Basic Rent to be paid by Tenant for the Leased Premises at a Property
during a Renewal Term (any such premises, the “Renewal Premises”)
shall equal the Fair Market Rental Value of such Renewal Premises during such
Renewal Term as determined by the parties or, in the absence of their agreement,
determined by appraisal as expressed below; provided that the Annual Basic Rent
payable during a Renewal Term for Non-FMRV Renewal Space at all Properties that
contain Renewal Premises, computed on an aggregate basis, shall not be greater
than the amount determined by multiplying (i) the aggregate Net Rentable Area of
the Non-FMRV Renewal Space by (ii) the Annual Basic Rent Factor for the
applicable Renewal Term as set forth on Schedule 1 hereto
(the amount so determined, the “Maximum Renewal Term Basic
Rent”).  If the aggregate Fair Market Rental Values of the
Non-FMRV Renewal Space at all Properties (collectively, the “Aggregate FMRV Rent”)
exceeds the Maximum Renewal Term Basic Rent, the Fair Market Rental Values of
the Non-FMRV Renewal Space at each Property 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 Non-FMRV Renewal Space shall, in the aggregate, equal the Maximum
Renewal Term Basic Rent.  With respect to FMRV Space that is part of
Renewal Premises, the Annual Basic Rent shall always be the Fair Market Rental
Value of such FMRV Space.  An illustration of how Annual Basic Rent is
determined during a Renewal Term is attached as Schedule 5
hereto.




(d)           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 Premises 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 Premises.  Tenant’s leasing of the Renewal Premises
shall be upon the same terms and conditions as set forth in this Lease, except
(i) the Annual Basic Rent during the Renewal Term shall be determined as
specified in Sections
1.4(c) and (e) 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.  Once established, the Annual Basic Rent for the applicable
Renewal Term will remain fixed for each five (5) year Renewal Term, and be paid
monthly in advance.


19


(e)           If
Landlord and Tenant are unable to reach a definitive agreement as to the Fair
Market Rental Value applicable to Renewal Premises 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 Section
1.4(e).  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
Premises.  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
Arbitrator as required under the Lease and will be deemed to have waived certain
rights granted to it under the Lease unless it selects an Arbitrator 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 Premises.  If the higher of the
two appraisals of Fair Market Rental Value exceeds 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 Section 1.4(c), shall
be the Fair Market Rental Value for the Renewal Premises 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 Premises 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 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
Section 1.4(e)
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 Premises) 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 five (5) year
Renewal Term, and be paid monthly in advance.




(f)           Notwithstanding
anything to the contrary contained in this Section 1.4, subject
to the provisions of Section 1.4(a) above,
Tenant’s failure to give the required renewal notice with respect to the Leased
Premises within a Property in conformity with the requirements of Section 1.4(b) shall
render the upcoming and all subsequent Renewal Options for such Leased Premises,
if there be any, null and void.


20




1.5           Use.  Each
of the Leased Premises may be used and occupied by Tenant (and its permitted
assignees and subtenants) only for banking and related uses and general business
office purposes and such other lawful purposes as are consistent with banking
and general office uses being made from time to time by tenants of the
Building.  In addition and without limitation of the foregoing, Tenant
may maintain (for use by Tenant and its employees, customers, and
invitees):  (a) conference and/or meeting facilities, (b) libraries,
(c) non-retail coffee bars, (d) support staff facilities (including word
processing and copy facilities), (e) lunchrooms and kitchen facilities for use
by Tenant and its employees and invitees, including vending machines and
microwave ovens for use by Tenant and its employees and invitees, subject,
however, to Legal Requirements, (f) storage space incidental to banking and
general business office purposes only, (g) bank and storage vaults, (h) cash
vault, (i) telephone call centers, (j) retail banking facilities and (k) as to
each Property, any lawful purpose for which such Property was used on the
Commencement Date.  Notwithstanding the foregoing, throughout the
Term, Tenant shall not use, or permit the use of, the Leased Premises (or any
part thereof) for any Prohibited Uses.  Tenant is not obligated to
maintain occupancy in all or any portion of the Leased Premises.  For
purposes of this Section 1.5, the term
“banking” shall be deemed to include all traditional banking activities as well
as the sale of insurance and annuities of all types, trust services, investment
and financial advice, and the sale of securities.  If Tenant receives
notice of any material directive, order, citation or of any violation of any
Legal Requirement or any insurance requirement, Tenant shall endeavor to
promptly notify Landlord in writing of such alleged violation and furnish
Landlord with a copy of such notice.




1.6           Survival.  Any
claim, cause of action, liability or obligation arising during the Term of this
Lease in favor of a party hereto and against or obligating the other party
hereto shall (to the extent not theretofore fully performed) survive the
expiration or any earlier termination of this Lease.




ARTICLE
II


RENTAL AND OPERATING
EXPENSES




2.1           Rental
Payments.




(a)           Beginning
on the Commencement Date, Tenant shall pay Annual Basic Rent, Excess Basic Rent,
if any, Exchange Space Rent, if any, and Additional Rent with respect to the
Leased Premises, all as applicable and as required by and in conformity with the
provisions of this Lease.  Annual Basic Rent and Exchange Space Rent,
if any, shall be due and payable in equal monthly installments on the first day
of each calendar month during the Term, in advance.  Tenant’s
Operating Expense Share and Tenant’s Tax Share shall be due and payable in
accordance with Sections 2.2 and
2.3.  Unless
otherwise specified herein, Excess Basic Rent and Above Standard Services Rent
shall be payable twenty (20) days following Landlord’s submission to Tenant of
an invoice therefor.




(b)           Beginning
on the Commencement Date, and continuing throughout the Term of this Lease,
Tenant shall pay Annual Basic Rent and Exchange Space Rent, if any, to
Landlord.  The Annual Basic Rent payment made by Tenant on the
Commencement Date shall equal Five Hundred Fifty-Eight Thousand & 00/100
Dollars ($558,000) plus the amount set forth on Schedule 1
hereto.  Thereafter, Annual Basic Rent shall be as set forth on Schedule 1
hereto.  Annual Basic Rent shall be adjusted from time to time each
time there is a change in the Annual Basic Rent Factor or in Tenant’s Occupancy
Percentage for a Property.  From and after the expiration of the
Initial Term through the expiration of the Renewal Term(s) (to the extent Tenant
renews and extends this Lease pursuant to Section 1.4 hereof),
Tenant shall pay Annual Basic Rent at the rate determined in accordance with the
provisions of Section
1.4.


21


(c)           Intentionally
Omitted.




(d)           Throughout
the Initial Term of this Lease, but not thereafter, Tenant shall pay Excess
Basic Rent, if any, to Landlord to the extent that the same is due and payable
pursuant to Section
10.5.  Excess Basic Rent, if any, shall be paid annually, in
arrears, for each Lease Year during the Initial Term.  Within ninety
(90) days following the expiration of each Lease Year during the Initial Term,
Landlord shall advise Tenant in writing of the Excess Basic Rent, if any,
payable by Tenant for the prior Lease Year and provide Tenant with a detailed
calculation of the same.




(e)           If
the Term commences for any portion of the Leased Premises on a day other than
the first day of a calendar month, or if the Term for any portion of the Leased
Premises expires on other than the last day of a calendar month, then all
installments of Rent that are payable on a monthly basis with respect to such
portion of the Leased Premises shall be prorated for the month in which such
Term commences or terminates, as the case may be, and the installment or
installments so prorated for the month in which such Term commences or
terminates, as the case may be, shall be paid in advance.  Said
installments for such prorated month or months shall be calculated by
multiplying the monthly installment for the affected portion of the Leased
Premises by a fraction, the numerator of which shall be the number of days such
Rent accrues during said commencement or expiration month, as the case may be,
and the denominator of which shall be the actual number of days in the
month.  If the Term commences for any portion of the Leased Premises,
or if the Term expires on other than the first day of a calendar year, then all
Rent payable on an annual basis shall be prorated for such commencement or
expiration year, as the case may be, by multiplying such Rent by a fraction, the
numerator of which shall be the number of days of the Term during the
commencement or expiration year, as the case may be, and the denominator of
which shall be the actual number of days in such commencement or expiration
year.  In such event, the foregoing calculation shall be made as soon
as is reasonably possible.  Landlord and Tenant hereby agree that the
provisions of this Section 2.1(e) shall
survive the expiration or termination of this Lease.




(f)           Tenant
agrees to pay all Rent as shall become due from and payable by Tenant to
Landlord under this Lease at the times and in the manner provided in this Lease,
without abatement (except as specifically provided in this Lease), demand,
offset (except as specifically provided in this Lease) or counterclaim, at
Landlord’s address as provided herein (or such other address in the continental
United States as may be designated in writing by Landlord from time to
time).  Tenant shall have the right, at its option, to pay Rent by
means of electronic funds transfer to such account and depository institution as
Landlord shall specify from time to time upon Tenant’s request.  All
Rent owed by Tenant to Landlord under this Lease shall bear interest from the
date due thereof until payment is received by Landlord at the Applicable Rate;
provided that Landlord shall not be entitled to receive interest during the
first thirty (30) days following the payment due date on any overdue amount for
which Landlord receives a late charge as provided in Section
2.1(g).  All sums owed by Landlord to Tenant pursuant to this
Lease shall bear interest from the date due thereof until payment is received by
Tenant at the Applicable Rate.  Any payments made by Landlord or
Tenant to the other hereunder shall not be deemed a waiver by such party of any
rights against the other party.


22


(g)           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 Annual Basic Rent is not
received by Landlord on or before the fifth (5th) day of the month for which it
is due, 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 Annual Basic Rent, and (ii) in the event any payment
of Excess Basic Rent, if any, or 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 properly abated or set-off by Tenant pursuant to an express
right to do so as set forth in this Lease or to the extent that Tenant’s payment
is deficient by an amount that is less than or equal to one (1%) percent 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.




(h)           Rent
received by Landlord shall be applied by Landlord in the following
order:  (i) Annual Basic Rent, (ii) Tenant’s Operating Expense Share,
(iii) Tenant’s Tax Share, (iv) Excess Basic Rent, if any, (v) Above Standard
Services Rent and (vi) to any remaining items of Rent that are due and
unpaid.  Subject to the foregoing limitations, Tenant may, by written
notice to Landlord with any Rent payment, direct how Rent is to be allocated
among one or more Properties.




(i)           In
those instances for which the right of offset is expressly provided, Tenant
shall be entitled to offset against Rent next coming due any amounts that are
owed or payable by Landlord to Tenant under or pursuant to the terms of this
Lease as expressed in Article
XIII.


23


2.2           Operating
Expenses.




(a)           During
each month of the Term of this Lease, on the same date that Annual Basic Rent is
due, Tenant shall pay to Landlord, as Additional Rent, an amount equal to
one-twelfth (1/12) of the annual cost of Tenant’s Occupancy Percentage of the
Operating Expenses for the Properties as hereinafter provided (the amount so
payable by Tenant, “Tenant’s Operating Expense
Share”).  Tenant agrees the amount of Operating Expenses may be
estimated by Landlord for the upcoming calendar year.  Landlord
reserves the right to reasonably re-estimate Operating Expenses (and Tenant’s
monthly installments of Tenant’s Operating Expense Share on account thereof) up
to one (1) time each calendar year; provided that any re-estimation made during
the course of any calendar year for purposes of adjusting Tenant’s monthly
installments falling due during the same calendar year shall be made on not less
than ninety (90) days’ prior notice to Tenant, which notice shall include
documentation that evidences and supports, in reasonable detail, the basis and
need for Landlord’s re-estimation of Operating Expenses.  Any
overpayment or underpayment of Tenant’s Operating Expense Share shall be
reconciled after the period for which estimated payments have been made by
Tenant as expressed in Section
2.2(f).




(b)           “Operating Expenses,”
for each calendar year, shall mean all expenses and costs of every kind and
nature (other than as set forth in Section 2.2(c)) that
have accrued for a particular calendar year, as reasonably allocated by Landlord
and, except as otherwise expressly provided herein, computed in accordance with
GAAP, on an accrual basis and incurred in connection with the servicing,
repairing, maintenance and operation of the Properties during each calendar
year, including the expenses and costs set forth in items (i) through (xiii)
below:




(i)           wages
and salaries, including taxes, insurance and benefits, of all persons engaged in
operations, on-site property management, maintenance or access control, as
reasonably allocated by Landlord (excluding, however, executive personnel of
Landlord, senior to the property manager, and personnel to the extent engaged in
the development and/or leasing of the Properties);




(ii)           replacement
costs, whether acquired or leased, of tools and equipment and all costs of
materials and supplies, to the extent used in operations, maintenance and access
control, as reasonably allocated by Landlord;




(iii)         cost
of all utilities, including electricity, water, gas, steam and sewer charges,
except to the extent, if any, that the cost thereof is separately metered and
billed to Tenant or any other occupants of the Properties or recovered by
Landlord (or for which Landlord is entitled to reimbursement, even if not
actually collected by Landlord) from Tenant or any other occupants of the
Properties as Above Standard Services Rent or otherwise;




(iv)         cost
of repairing, maintaining and cleaning the Common Areas of the Properties and
the furniture and furnishings therein;




(v)          cost
of all maintenance and service agreements and the equipment therein, including
access control service, window cleaning, mechanical, electrical and plumbing
service contracts, including elevator maintenance, janitorial service, security,
landscaping maintenance, garbage and waste disposal;




(vi)         cost
of repairs and general maintenance (excluding repairs, alterations and general
maintenance to the extent covered by proceeds of condemnation or
insurance);




24


(vii)        the
cost, amortized over the useful life of the asset in accordance with GAAP, with
interest at Landlord’s then prevailing borrowing rate, of all repairs and
replacements of a capital nature, structural and non-structural, ordinary and
extraordinary, foreseen and unforeseen, made by Landlord to any Building or the
Common Areas (excluding Floor Common Area on floors not leased in whole or in
part by Tenant), all to the extent necessary to operate, repair and maintain the
Properties in conformity with the requirements of this Lease and in accordance
with the accepted principles of sound management practices (and in conformance
with GAAP) as applied to the operation, repair and maintenance of Comparable
Buildings, but excluding (aa) costs to expand the Net Rentable Area of any
Property, (bb) except as otherwise expressly required by this Lease, costs to
upgrade or improve the general character or quality of any Property or (cc) for
any Property when Tenant’s Occupancy Percentage is greater than thirty-five
percent (35%), costs to replace (and not repair or maintain) any major equipment
or system unless approved by Tenant in a final Budget;




(viii)       the
cost of all insurance premiums (a) required to be obtained by Landlord pursuant
to this Lease or (b) customarily obtained by the owners of Comparable Buildings,
including the cost of casualty and liability insurance, rental loss insurance
for the Property, insurance on Landlord’s personal property located in and used
in connection with the operation of the Property and insurance covering losses
resulting from perils and acts of terrorism on terms specified in Article VI or as
otherwise specified from time to time by Landlord;




(ix)          fair
market management fees to the property manager for the Property and fair market
rentals for a reasonably sized management office (if located in the Property);
provided that in no event shall Operating Expenses include any costs
attributable to a Building leasing office, and any space used for leasing and
management functions shall be reasonably allocated between leasing and
management functions for purposes of the pass-through of rental of the on-site
management office;




(x)           costs
of Remedial Work to the Common Areas (excluding Floor Common Areas on floors not
leased in whole or in part by Tenant); provided that Landlord shall not be
permitted to include any such costs as Operating Expenses unless (A) Landlord’s
failure to perform the Remedial Work constitutes a violation of Legal
Requirements, (B) Landlord is required to perform the Remedial Work by any
notice of violation, order, decree, permit, rule or regulation issued by any
Governmental Authority or (C) Landlord’s failure to perform the Remedial Work
would, in Landlord’s reasonable opinion, endanger the health, safety or welfare
of any person on or about the Properties;




(xi)          HVAC
service for the Common Areas (excluding Floor Common Areas on floors not leased
in whole or in part by Tenant) as reasonably determined by Landlord using a
consistently applied method of allocation;




(xii)         the
cost of operating, repairing, maintaining and cleaning the Parking Areas;
and




25


(xiii)       the
cost of rental (a) under any ground or underlying lease or leases existing on
the Commencement Date for all or any portion of any Property and (b) under any
ground or other underlying lease or leases hereafter entered into by Landlord
for Parking Areas and other Common Area facilities that are made available for
Tenant’s use and are, in fact, used by Tenant, but only for so long as Tenant
continues such use.




For
purposes of this Section 2.2(b), the
phrase “as reasonably allocated by Landlord” shall mean as allocated by Landlord
on a reasonable and consistent basis based upon time, square footage or other
comparative measure that fairly reflects the Property’s appropriate share of
such costs and in a manner that does not result in a profit to Landlord or
result in a disproportionate burden to Tenant.




(c)           Anything
in the foregoing provisions hereof to the contrary notwithstanding, Operating
Expenses shall not include the following:




(i)           repairs
or other work occasioned by fire, windstorm or other casualty, the costs of
which are reimbursed to Landlord by insurers (or would have been so reimbursed
to Landlord if Landlord had been in full compliance with the insurance
provisions of this Lease) or by Governmental Authorities in eminent domain or by
others; provided that in the event of a loss, the amount of the loss not
reimbursed (including the amount of applicable deductibles) shall be includable
in Operating Expenses;




(ii)           marketing
costs, leasing commissions, broker fees, legal fees, costs and disbursements and
other expenses incurred in connection with negotiations or disputes with tenants
and prospective tenants, or other occupants of the Properties and all other
legal fees, whether or not in connection with the foregoing;




(iii)         costs
incurred in renovating or otherwise improving or decorating or redecorating
space for tenants or other occupants of the Properties or vacant space in the
Buildings (including any allowances or inducements made to the tenants and
prospective tenants or other occupants or any costs for Remedial Work or
compliance with Legal Requirements for such tenants or such space);




(iv)         except
to the extent that the same are expressly provided in Section 2.2(b), costs
incurred by Landlord for alterations and replacements and other costs incurred
of a capital nature, including capital improvements, capital repairs, capital
equipment and capital tools that are considered capital expenditures under
GAAP;




(v)          amortization
(except as set forth in Section 2.2(b)(vii))
and depreciation;




(vi)         expenses
in connection with providing Above Standard Services or similar services or
benefits that are not Building Standard Services to Tenant or to any other
occupants of the Properties;




(vii)        costs
incurred due to the violation by Landlord or any tenant or other person (other
than Tenant, its agents, employees or contractors) of the terms and conditions
of any lease or other agreement pertaining to the Properties or of any Legal
Requirement;




26


(viii)       fines
or penalties incurred due to the Properties being in violation of Legal
Requirements;




(ix)         costs
incurred due to acts of any tenant causing an increase in the rate of insurance
on the Building or its contents;




(x)          overhead
and profit increment and other fees (including management fees or rental for a
management office) paid to Landlord or subsidiaries or affiliates of Landlord or
its partners for services on or to the Property, to the extent that the costs of
such services exceed competitive costs for such services rendered by persons or
entities of similar skill, competence and experience, other than Affiliates of
Landlord;




(xi)         property
management fees at any Property in excess of two and one-half percent (2.5%) of
Gross Revenues for such Property; except that for all Tenant Managed Properties,
all property management fees shall be excluded from Operating Expenses, and, in
lieu thereof, (A) Tenant shall be solely responsible for paying the property
management fees due the Tenant Designated Submanager and (B) Tenant shall pay
Landlord a property management fee equal to one percent (1%) of Gross Revenue
for such Tenant Managed Property that is paid by Tenant minus one and one-half
percent (1.5%) of Gross Revenue, if any, for such Tenant Managed Property that
is paid by non-Tenant sources;




(xii)        principal,
points, fees and interest on any debt;




(xiii)       rental
under any ground or underlying lease or leases hereafter entered into by
Landlord, except for rentals under leases for Parking Areas or other Common Area
facilities that are made available for Tenant’s use and are, in fact, used by
Tenant;




(xiv)       Landlord’s
general overhead and administration expenses;




(xv)        any
compensation paid to clerks, attendants or other persons in commercial
concessions operated for profit by Landlord;




(xvi)       any
cost or expense to the extent Landlord is entitled to payment or reimbursement
from any tenant (including Tenant), insurer or other person (other than through
payment of its proportionate share of Operating Expenses) or for which any
tenant (including Tenant) pays third persons;




(xvii)      costs
incurred in installing, operating and maintaining any specialty facility such as
an observatory, broadcasting facilities (other than the Building’s music system,
life support and security system), and to the extent not available to Tenant
(or, if available to Tenant, Tenant nevertheless elects not to (and does not)
utilize the same), the costs of any luncheon club, athletic or recreational club
or facility, net of revenues generated thereby;




(xviii)     Intentionally
Omitted;




27


(xix)       any
fines, penalties, legal judgments or settlements or causes of action by or
against Landlord; and




(xx)        Real
Estate Taxes and any fines, penalties or interest payable in connection
therewith.




(d)           Landlord
shall use its reasonable efforts to make payments on account of Operating
Expenses in a time and manner to obtain the appropriate discounts or rebates
available.  Landlord shall operate the Properties in an efficient
manner and exercise reasonable efforts to minimize Operating Expenses consistent
with maintaining services at a level consistent with Comparable
Buildings.  In addition, with respect to janitorial services for the
Leased Premises only, Tenant shall have the right, upon sixty (60) days written
notice to Landlord, to separately contract for such services.  If
Tenant makes such election, Operating Expenses shall exclude the cost of
providing janitorial services to other tenants and occupants of the Building and
all other portions of the Property (except for Common Areas) during the period
of time that Tenant separately contracts for its own janitorial services, and
the calculation of Tenant’s Operating Expense Share shall be adjusted so that
Tenant receives the benefit of an appropriate credit for its payment of
janitorial expenses allocable to its Leased Premises.




(e)           In
the event any Property is not one hundred percent (100%) occupied during any
year, appropriate adjustments shall be made (on a consistent basis from Lease
Year to Lease Year) to those components of Operating Expenses which vary with
Building occupancy, so as to calculate Operating Expenses as though the Building
had been one hundred percent (100%) occupied in such year.  The
average percentage of Building occupancy during any Lease Year shall be
determined (on a Property by Property basis) as a fraction, the numerator of
which is the sum of the Net Rentable Area of total leased space in the Building
at the Property on the first day of each month during such year divided by
twelve (12) and the denominator of which is the Net Rentable Area of the
Building at the Property.  The foregoing notwithstanding, Landlord
shall not (i) recover from Tenant more than Tenant’s Occupancy Percentage of the
grossed-up Operating Expenses for a Property or (ii) recover from Tenant and
other tenants of any Property an amount in excess of one hundred percent (100%)
of the total Operating Expenses paid or incurred by Landlord with respect to
such Property.




(f)           Within
one hundred twenty (120) days after the end of each calendar year during the
Term or as soon thereafter as possible in the exercise of reasonable diligence,
Landlord shall provide Tenant a statement (the “Operating Expense
Statement”) prepared by Landlord showing Operating Expenses for such
calendar year broken down by component expenses, in reasonable detail, and
calculating Tenant’s Operating Expense Share for the applicable year and the
prior year.  The Operating Expense Statement shall be certified by
Landlord’s group controller or other officer knowledgeable of the facts
certified to therein that, to the best of his or her knowledge, the Operating
Expense Statement has been prepared in accordance with the definitions and
provisions pertaining to Operating Expenses contained in this
Lease.  In the event that an Operating Expense Statement indicates
that Tenant owes Landlord additional amounts on account of Tenant’s Operating
Expense Share for said calendar year, Tenant shall pay the amount due within
thirty (30) days after delivery of the Operating Expense
Statement.  Notwithstanding any other provision of this Lease,
Landlord shall be estopped from amending, and hereby waives the right to amend,
any Operating Expense Statement not amended by Landlord within three (3) years
after the end of the calendar year to which said Operating Expense Statement
applies, nor shall Landlord have the right through any other procedures or
mechanism to collect any Operating Expense not included on the pertinent
Operating Expense Statement after the third anniversary of the last day of the
calendar year to which said Operating Expense Statement applies, unless before
said third anniversary Landlord has delivered to Tenant a
revised  Operating Expense Statement reflecting such revised Operating
Expense (with a reasonably detailed explanation of the reasons for any such
revision) and made a written demand for payment of said Operating
Expense.




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(g)           Any
Operating Expense Statement or other notice from Landlord pursuant to this Section 2.2 shall be
subject to Tenant’s rights of review and audit set forth in Section
2.4.  Pending the resolution of any dispute, however, Tenant
shall make payments in accordance with said Operating Expense Statement or other
notice.




2.3           Real Estate
Taxes.




(a)           Tenant
shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy
Percentage of Real Estate Taxes for each Property that become due and payable
during the Term of this Lease as hereinafter provided.  Landlord shall
deliver to Tenant a copy of each Real Estate Tax invoice received by Landlord,
together with a written statement (“Tax Statement”)
setting forth (i) the amount of the Real Estate Taxes set forth on the invoice,
(ii) the Property for which such Real Estate Taxes relate and (iii) Tenant’s
Occupancy Percentage of such Real Estate Taxes, prorated on a per diem basis if
only a part of the period for which such Real Estate Taxes relate falls within
the Term of this Lease and, with respect to Real Estate Taxes for which a
discount is available for early payment, discounted to reflect the greatest
possible discount available to Landlord for such early payment, regardless of
when such taxes are actually paid and regardless of whether Landlord actually
obtains a discount for early payment (the amount so payable by Tenant with
respect to each such invoice and in the aggregate, as applicable, “Tenant’s Tax
Share”).  Tenant shall pay Tenant’s Tax Share to Landlord
within thirty (30) days following Tenant’s receipt of the Tax Statement
evidencing same.




(b)           “Real Estate Taxes”
shall mean all real estate taxes, assessments and other governmental levies and
charges, general and special, ordinary or extraordinary, of any kind and nature
(including any interest on such assessments whenever the same are permitted to
be paid in installments) which may presently or hereafter be imposed, levied,
assessed or confirmed by any lawful taxing authorities which may become due and
payable out of or for, or which may become a lien or charge upon or against the
whole, or any part, of the Properties, including taxes imposed on (i) the gross
rents or gross receipts (but not the net income) of the Properties and (ii)
personal property in the Properties owned by Landlord and used in connection
with the Properties, but only to the extent that the same would be payable if
the Properties were the only property of Landlord.  If at any time
during the Term the present system of ad valorem taxation of real property is
changed or supplemented so that in lieu of or in addition to the ad valorem tax
on real property there shall be assessed on Landlord or the Properties any tax
of any nature that is imposed in whole or in part, in substitution for, addition
to, or in lieu of any tax that would otherwise constitute a Real Estate Tax,
such tax shall be included within the term “Real Estate Taxes,” but only to the
extent that the same would be payable if the Properties were the only property
of Landlord.  Such taxes may include a capital levy or other tax on
the gross rents or gross receipts (but not the net income) of the Properties or
similar tax, assessment, levy or charge measured by or based, in whole or in
part, upon any such gross rents or gross receipts.  There shall be
excluded from Real Estate Taxes (i) any realty transfer or similar taxes imposed
on Landlord, (ii) taxes and assessments attributable to the personal property of
other tenants, (iii) federal, state and local taxes on income, (iv) death taxes,
(v) franchise taxes and (vi) any taxes (but not including ad valorem property
taxes) imposed or measured on or by the net income of Landlord from the
operation of the Property or imposed in connection with any change of ownership
of the Property.  In no event shall Real Estate Taxes be included on
the amount, if any, by which the value of leasehold improvements of any other
tenant of the Building hereafter made (or leasehold improvements already
existing and separately charged as an expense to be paid by such tenant) exceed
the value of leasehold improvements generally found in the
Building.  In the case of Real Estate Taxes that may be paid in
installments, only the amount of each installment accruing during a calendar
year shall be included in Real Estate Taxes during each calendar
year.




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(c)           At
Tenant’s request so long as Tenant’s Occupancy Percentage at a Property is at
least thirty-five percent (35%), Landlord shall contest or appeal the validity
or amount of Real Estate Taxes for such Property by appropriate
proceedings.  Landlord may also contest or appeal the validity or
amount of Real Estate Taxes for any Property on Landlord’s own
initiative.  Tenant shall pay as Additional Rent Tenant’s Occupancy
Percentage of Landlord’s reasonable, out of pocket expenses incurred in any such
appeal.  Real Estate Taxes with respect to a Property that is the
subject of an appeal filed by or on behalf of Landlord shall be paid on the
basis of the amount reflected in the tax bill and shall not be adjusted until
the final determination of the appeal.  Within thirty (30) days
following such final determination, Landlord will refund to Tenant, or Tenant
shall pay to Landlord, as applicable, the difference, if any, between Tenant’s
Tax Share payments previously made by Tenant and the finally determined amount
of Tenant’s Tax Share.




(d)           Any
Tax Statement or other notice from Landlord pursuant to this Section 2.3 shall be
subject to Tenant’s rights of review and audit set forth in Section
2.4.  Pending the resolution of any dispute, however, Tenant
shall make payments in accordance with said Tax Statement or other
notice.


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2.4           Budget; Audit
Rights.




(a)           On
or before June 1 of each calendar year during the Term of this Lease, Landlord
shall deliver to Tenant for Tenant’s review and comment, a written estimate in
reasonable detail of the projected budget for Operating Expenses and Real Estate
Taxes for each Property for the next succeeding calendar year (the “Budget”).  The
Budget shall show (i) the estimated amount of Operating Expenses, Tenant’s
Operating Expense Share, Real Estate Taxes and Tenant’s Tax Share for each
Property, for the next succeeding calendar year, (ii) the estimated amount for
each major category of expense that is expected to be included in Operating
Expenses for each Property during the next succeeding calendar year, including
on a Property by Property basis, any items that constitute capital expenditures
in accordance with this Lease and the amount thereof to be amortized during such
calendar year, (iii) the estimated rates to be charged by Landlord for Above
Standard Services for each Property for which Tenant has requested the same
during the next succeeding calendar year and (iv) the actual amounts for all
such items for the prior calendar year.  It is understood and agreed
by Landlord and Tenant that the Operating Expenses and Real Estate Taxes in the
Budget shall be estimated on a reasonable good faith basis taking into
consideration, among other things, the actual Operating Expenses and Real Estate
Taxes for the then current calendar year, a good faith estimate of the rate of
cost increases during the then current calendar year, the actual known
prospective increases to each item in the Budget and a good faith estimate for
contingencies for the next succeeding calendar year.  Tenant may
disapprove a portion of a proposed Budget only if such portion of the Budget
fails to reflect the reasonable and necessary Operating Expenses and Real Estate
Taxes to operate, repair and maintain the Properties in conformity with the
requirements of this Lease and in accordance with the accepted principles of
sound management practices as applied to the operation, repair and maintenance
of Comparable Buildings; provided that for any Property when Tenant’s Occupancy
Percentage is greater than thirty-five percent (35%), (i) Tenant may disapprove
Landlord’s decision to replace (and not repair or maintain) any major equipment
or system unless Landlord establishes, by certification of a qualified engineer
for whom Tenant has no reasonable objection, that the equipment or system in
question is beyond its useful life and that continued repair or maintenance (and
not replacement) is not commercially practicable and (ii) Tenant may require
Landlord to replace (and not repair or maintain) any major equipment or system
if Tenant establishes, by certification of a qualified engineer for whom
Landlord has no reasonable objection, that the equipment or system in question
is beyond its useful life and that continued repair or maintenance (and not
replacement) is not commercially practicable.  If Tenant disapproves a
portion of a proposed Budget, Tenant shall so notify Landlord in writing, which
notification shall state, in reasonable detail, the item or items of the
proposed Budget disapproved by Tenant and the basis for such
disapproval.  Landlord and Tenant shall negotiate in good faith to
resolve any differences concerning any proposed Budget.  Landlord
shall deliver to Tenant the proposed final Budget for the next succeeding
calendar year and the calculation of Tenant’s Occupancy Percentage thereof on or
before July 15 of each calendar year; provided that if Tenant fails to approve a
proposed Budget on or before July 1 of a preceding calendar year, and if the
parties have been unsuccessful in their efforts to resolve any disagreements,
either Landlord or Tenant may at any time thereafter submit the Budget for the
next calendar year (or any portion thereof) to dispute resolution in accordance
with the provisions of Article XII of this
Lease, and, in such event, Landlord shall deliver the final Budget to Tenant
within thirty (30) days following the completion of the dispute resolution
process.  Notwithstanding the foregoing, (i) if the dispute resolution
process regarding the Budget is not completed by January 1 of the calendar year
to which such proposed Budget relates, then (A) the costs set forth on the
proposed Budget shall be used for all items not the subject of a dispute, and
(B) to the extent applicable, the prior year’s budgeted costs shall be used for
all items of a proposed Budget that are the subject of a dispute and (ii) in the
event that the actual Operating Expenses or Real Estate Taxes incurred by
Landlord during a calendar year exceed Landlord’s estimated Operating Expenses
and Real Estate Taxes (including contingencies) for such year as set forth on an
approved Budget, Landlord may prepare and submit a revised Budget to Tenant for
Tenant’s review and approval (but not more frequently than once during any
calendar year).  Upon completion of the dispute resolution process,
the new year’s Budget shall be correspondingly adjusted and Tenant’s monthly
payment of Tenant’s Operating Expense Share shall likewise be
adjusted.  If Landlord determines during the course of a calendar year
that a Building is in need of capital repairs, replacements or improvements that
are not included in the approved Budget for such Building for such calendar
year, Landlord shall so advise Tenant, and Tenant shall review and approve or
disapprove the proposed capital repair, replacement or improvement in conformity
with the procedures outlined in this Section 2.4(a) as if
such repair, replacement or improvement were originally included by Landlord as
part of the budget process described above.


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(b)           Tenant,
at Tenant’s sole cost and expense, shall have the right, to be exercised by
notice given to Landlord within three (3) years after receipt of an Operating
Expense Statement, Tax Statement or other invoice, to audit and/or inspect that
portion of Landlord’s books and records pertaining to such Operating Expenses,
Real Estate Taxes or other components of Additional Rent, as applicable, for
such calendar year; provided such audit and/or inspection commences within
ninety (90) days after Tenant’s notice to Landlord and thereafter proceeds
reasonably to conclusion, and further provided that Tenant may audit any single
year only once unless Landlord has subsequently made revisions to any Operating
Expense Statement, Tax Statement or other components of Additional Rent that
impact Tenant’s Operating Expense Share, Tenant’s Tax Share or other Additional
Rent payment.  Tenant may conduct such audit and/or inspection of
Landlord’s books with Tenant’s own employees, or through an accountant or other
agent selected by Tenant, or both in combination.  Tenant shall
require any accountant or agent selected by Tenant to conduct or assist in such
audit and/or inspection to execute and deliver to Landlord a confidentiality
agreement substantially in the form attached hereto as Exhibit
C.  Landlord agrees to cooperate in good faith with Tenant in
the conduct of any such audit and/or inspection, and to make Landlord’s books
and records of and relating to Operating Expenses, Real Estate Taxes or other
components of Additional Rent, as applicable, available to Tenant or Tenant’s
agents at one (1) single location.  If Tenant’s audit and/or
inspection shows that Landlord’s calculation of Tenant’s Operating Expense
Share, Tenant’s Tax Share or other components of Additional Rent for the
audited/inspected calendar year or years (which shall in no event be prior to
the two (2) calendar years immediately preceding the most recently completed
calendar year) was overstated by more than four percent (4%) with respect to any
Property, then Landlord shall pay, within thirty (30) days after Tenant’s
request, Tenant’s actual reasonable audit/inspection out-of-pocket fees
applicable to the audit/inspection of said calendar year statements for such
Property.  Upon completion of the audit and/or inspection, if the
calculation of Tenant’s Operating Expense Share, Tenant’s Tax Share or other
components of Additional Rent indicates that Tenant overpaid Rent for any
audited calendar year, Landlord shall pay Tenant (in the form of a credit
against Rent next due or, upon expiration of this Lease, in the form of
Landlord’s check within thirty (30) days after the completion of such audit
and/or inspection) an amount equal to such overpayment.  In the event
of any such audit or inspection, Landlord shall cause the books and records to
be made available during such normal business hours as are prescribed by
Landlord at Landlord’s headquarters or main office, which shall be located in
the continental United States.  In any case, should Landlord disagree
with the results of Tenant’s audit, Landlord and Tenant shall refer the matter
to a mutually acceptable independent certified public accountant, who shall work
in good faith with Landlord and Tenant to resolve the
discrepancy.  The fees and costs of such independent accountant to
which such dispute is referred shall be borne by the unsuccessful party and
shall be shared pro rata to the extent each party is unsuccessful as determined
by such independent certified public accountant, whose decision shall be final
and binding.




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ARTICLE
III


BUILDING SERVICES, IDENTITY,
SIGNAGE, AND MANAGEMENT




3.1           Building Standard and Above
Standard Services.  During the Term, Landlord shall furnish the
following services to Tenant:




(a)           Building Standard
Services.  Landlord shall furnish the following services to
Tenant during the Term (“Building Standard
Services”), all of which shall comply with and shall be subject to Legal
Requirements and, except as expressly provided to the contrary in this Section 3.1(a) or in
any Lease Supplement, shall be equal to or exceed services customarily provided
for Comparable Buildings:




(i)           At
all times, hot (i.e., thermostat set in the range of 105° to 110° Fahrenheit for
comfort and energy conservation purposes but with the capability to produce hot
water for specified purposes at 140° Fahrenheit if requested by Tenant) and cold
domestic water in all restrooms, drinking fountains, kitchen and pantry areas
within the Leased Premises and all common use restrooms, kitchen and pantry
areas at locations provided for general use;




(ii)           During
Building Operating Hours, HVAC sufficient to maintain temperatures that are
reasonably required for comfortable use and occupancy of all portions of the
Leased Premises designed for occupancy by persons; provided that Landlord shall
have the right, but not the obligation, at Landlord’s sole cost and expense, to
install and operate such utility submeters as Landlord deems necessary to
measure utility demand and usage within and outside the Leased Premises (and, in
such event, (A) Tenant shall pay Tenant’s allocable share of any such submetered
costs as Additional Rent at Landlord’s actual cost of providing the same,
without mark-up and reflecting the largest possible bulk-purchase or other
discounts available to Landlord from the utility provider and (B) all such
submetered utility costs shall be excluded from Operating Expenses as provided
in Section
2.2(b)(iii));




(iii)         Electric
lighting service for all Common Areas, including the Parking Areas, in
conformity with the practices for each Property on the Commencement Date as set
forth in the applicable Lease Supplement;




(iv)         Janitorial
service to the Leased Premises in conformity with the janitorial specifications
for each Property as set forth in the applicable Lease Supplement;




(v)          Access
control services for the Properties and the Buildings providing Tenant and its
employees access to the Leased Premises and the Common Areas at all times;
provided that Tenant shall have the right, at Tenant’s sole cost and expense, to
install and operate such additional access control systems as it shall determine
desirable for the purpose of limiting access to or within the Leased Premises,
so long as any additional access control systems installed by Tenant are
monitored and maintained by Tenant at Tenant’s sole expense;


33


(vi)         At
all times, dedicated electrical capacity, transformed to a panel box located in
the core of each floor of the Leased Premises or to the location of the panel
boxes servicing the Leased Premises on the Commencement Date, in an amount not
less than the dedicated capacity available to the Leased Premises on the
Commencement Date; provided that Landlord shall have the right, but not the
obligation, at Landlord’s sole cost and expense, to install and operate such
utility submeters as Landlord deems necessary to measure utility demand and
usage within and outside the Leased Premises (and, in such event, (A) Tenant
shall pay Tenant’s allocable share of any such submetered costs as Additional
Rent at Landlord’s actual cost of providing the same, without mark-up and
reflecting the largest possible bulk-purchase or other discounts available to
Landlord from the utility provider and (B) all such submetered utility costs
shall be excluded from Operating Expenses as provided in Section
2.2(b)(iii));




(vii)        Security
for the Projects, Buildings and Common Areas, including any Parking Areas,
substantially similar to the security services existing immediately prior to the
Commencement Date; provided that Tenant is solely responsible for compliance
with all Legal Requirements in effect from time to time pertaining to banking
security systems, devices, services, equipment and procedures for the Leased
Premises and that Landlord shall have no responsibility or liability therefor;
further provided that at Major Properties, for so long as Tenant’s Occupancy
Percentage at such Major Property is fifty percent (50%) or greater, Tenant
shall have the right, at Tenant’s election, to assume responsibility for and
provide security for such Major Properties and the Buildings and Common Areas
thereat, including any Parking Areas.  The security services provided
by Tenant shall be at a level substantially similar to the level of security
services existing at the Major Property immediately prior to the Commencement
Date or, if greater, at a level then commensurate with Comparable
Buildings.  The cost of providing security at such Major Properties
shall be paid (or reimbursed to Tenant) by Landlord as an Operating Expense,
except that if Tenant desires security services in excess of those commensurate
with the prevailing standard as provided above, Tenant shall bear the cost for
such additional security as Above Standard Services Rent.




(viii)       All
bulb replacement in all Common Areas and Building Standard bulb replacement in
the Leased Premises, it being understood that replacement of all fluorescent,
incandescent, halogen and other types of bulbs in all fixtures existing in the
Leased Premises as of the Commencement Date shall be deemed to be Building
Standard and that Landlord shall not be obligated to replace any bulbs in
Tenant’s furniture or furnishings in the Leased Premises;




(ix)          At
all times, elevator cab passenger service to the Leased Premises, subject to
temporary cessation for ordinary repair and maintenance (but as to each floor of
the Leased Premises, such temporary cessation for ordinary repair and
maintenance shall not occur simultaneously for all passenger cabs serving such
floor), and to security measures or other means of controlling access imposed by
Landlord after Building Operating Hours, on Holidays and during times when life
safety systems override normal building operating systems;




(x)           Maintenance
and cleaning of the Properties, Building and Common Areas, including the Common
Areas on each floor of the Building on which any part of the Leased Premises are
situated, the Parking Areas and all exterior landscaped areas in and around the
Property;


34


(xi)         During
Building Operating Hours, shared access to and use of, in common with Landlord
and other tenants of the Building, a loading dock facility for the Building (if
and to the extent that such facility exists on the Commencement Date), subject
to such reasonable rules and regulations as are promulgated by Landlord from
time to time pursuant to Section
4.4;




(xii)        At
all times, sanitary sewer service to the Leased Premises and Common Areas
facilities; and




(xiii)       Trash
removal from the Property at designated locations.




All costs
incurred by Landlord in connection with providing Building Standard Services
shall be included in Operating Expenses.




The
foregoing provisions of this Section 3.1(a)
notwithstanding, the enumeration of particular building services is not a
representation or agreement by Landlord that each Building Standard Service is
available in specific quantities or amounts, or to particular standards or
specifications at each Property.  Landlord and Tenant acknowledge that
Tenant owned and operated each of the Properties prior to the Commencement Date
and Tenant is fully aware of the capabilities and limitations of the Building
systems.  Nothing herein shall be deemed to be a covenant or agreement
of Landlord, or a representation or warranty of Landlord, express or implied,
that Landlord shall improve the level of service provided by existing Property
systems.  With respect to the Building Standard Services referenced in
Section 3.1(a)(i),
(ii), (v) and (ix), Landlord shall furnish such services in such
quantities and at such levels that are at least equal to the quantities and
levels being furnished at each Property immediately prior to the Commencement
Date, with Tenant acknowledging and agreeing that Landlord shall not be required
to provide during the Term greater quantities or higher levels of service than
is capable of being provided with the machinery, equipment and systems that
existed immediately prior to the Commencement Date and that Landlord has no
obligation to replace or improve such machinery, equipment or systems other than
in the ordinary course as may be consistent with sound building management
practices or as required by Section
5.5.




(b)           If
Tenant requires electrical energy for use in the Leased Premises in excess of
the capacities described in Section 3.1(a)(vi),
and if electric energy for such additional requirements is available to
Landlord, Landlord shall, upon Tenant’s request and at Tenant’s sole cost and
expense, furnish and install such additional wires, risers, conduits, feeders,
switchboards and circuit panels as reasonably may be required to supply such
additional requirements of Tenant.  If any portions of the Leased
Premises or any of Tenant’s electrical equipment requires HVAC service in excess
of Building Standard HVAC service, the same shall be installed, or the
installation supervised by Landlord, on Tenant’s behalf, and Tenant shall pay
all design, installation, submetering, repair, maintenance, replacement and
operating costs relating thereto, unless such HVAC service is used in common
with other tenants of the Building, in which event such costs shall be
reasonably allocated by Landlord among Tenant and such other
tenants.  The location and specifications of any such supplemental
HVAC units shall be subject to Landlord’s prior written approval, which approval
may not be unreasonably withheld or delayed.  In connection with the
operation of any supplemental HVAC units serving the Leased Premises, to the
extent a particular Property shall have available chilled water capacity, during
Building Operating Hours Tenant may use such available chilled water for said
supplemental HVAC units, and Landlord shall not charge Tenant for such
service.  If Tenant shall require chilled water service in amounts not
otherwise available or during other than Building Operating Hours, Tenant shall
pay Landlord for the cost of providing such services as Above Standard Services
Rent.




35


(c)           If
and to the extent requested by Tenant from time to time and to the extent the
same are reasonably available, Landlord shall provide Tenant with services in
excess of Building Standard Services as described in Section 3.1(a)
(“Above Standard
Services”).  All of the costs incurred by Landlord in
connection with providing any special Tenant services shall be paid by Tenant as
Above Standard Services Rent, including costs that would not have been incurred
but for Tenant’s request for Above Standard Services.  Landlord’s
charges for Above Standard Services shall be established and revised from time
to time by Landlord on a Property by Property basis; provided that at no time
shall Landlord’s charges for Above Standard Services exceed Landlord’s actual
out-of-pocket costs, nor shall Landlord (i) include any overhead or profit in
the calculation of Above Standard Services costs or (ii) charge Tenant at a
higher rate for Above Standard Services than Landlord charges any other tenant
of a Building for comparable services.  All amounts collected by
Landlord from Tenant and any other party to provide Above Standard Services or
similar services shall be used to reduce Operating Expenses to the extent that
the cost of providing the same were included in the calculation of Operating
Expenses.




(d)           Landlord
shall furnish Tenant at least twenty four (24) hours prior written notice of any
non-emergency suspension or interruption in the Building Standard Services
scheduled by Landlord for routine repairs or maintenance; provided that if such
suspension or interruption will render the Building Common Areas or the Leased
Premises inaccessible, without electric power, without cold domestic water or
sanitary sewer service or otherwise untenantable in the ordinary course,
Landlord shall endeavor to provide Tenant with not less than ninety (90) days’
prior notice thereof.




(e)           To
the extent the services described in this Section 3.1 require
electricity, water or other utility services supplied by public utilities,
Landlord shall not be deemed to be in breach of Landlord’s covenants hereunder
because of the failure of a public utility to supply the required services so
long as Landlord uses reasonable efforts to cause the applicable public
utilities to furnish the same.  Except as expressly provided in Section 3.1, failure
by Landlord to furnish the services described in this Section 3.1, or any
cessation thereof for reasons beyond Landlord’s control, shall not render
Landlord liable for damages to either person or property, nor be construed as an
eviction of Tenant, nor work an abatement of Rent, nor relieve Tenant from
fulfillment of any covenant or agreement hereof.  In addition to the
foregoing and except as otherwise provided below, should any of the equipment or
machinery, for any cause, fail to operate or function properly, Tenant shall
have no claim for a rebate of Rent or for damages on account of any interruption
in services occasioned thereby or resulting therefrom so long as Landlord uses
reasonable efforts to promptly repair said equipment or machinery and to restore
said services.


36


(f)           Notwithstanding
the foregoing, in the event Landlord fails to provide any of the services
Landlord is obligated to provide under this Lease, and if such failure adversely
impacts Tenant’s use or enjoyment of the Leased Premises or any portion thereof
(and Tenant actually ceases to use the affected area for business operations),
and if such failure of Landlord to provide services continues for more than
three (3) consecutive business days after written notice from Tenant to Landlord
and all Notice Parties for any reason (except due to Force Majeure Events or
gross negligence or willful misconduct of Tenant or Tenant’s agents, employees
or contractors) (any such failure, a “Service Failure”),
then all Rent due under this Lease for the affected portion of the Leased
Premises at the affected Property or Properties shall be abated for the entire
duration of the Service Failure.  In addition to Tenant’s foregoing
rights, Tenant shall have the right, but not the obligation, to cure Services
Failure in the manner expressed in Section 7.1(f) and to
recover the reasonable cost thereof from Landlord as expressed in Article
XIII.




3.2           Keys and
Locks.  Tenant currently possesses keys and/or access cards, as
applicable, for each lockset on doors entering the Leased Premises from public
areas for use by its current employees maintaining offices in the Leased
Premises.  Additional keys and/or access cards, including keys and/or
access cards for new employees of Tenant and replacement keys and/or access
cards for lost or damaged keys and/or access cards will be furnished by Landlord
upon an order signed by Tenant and at Tenant’s sole cost and
expense.  Tenant shall be permitted to install additional locks or
other access control devices in the Leased Premises provided Tenant furnishes
Landlord with a duplicate set of keys or a master key and/or access cards to all
such locks other than those locks securing Security Areas.  Upon
termination of this Lease, Tenant shall surrender to Landlord all keys and/or
access cards to any locks on doors entering or within the Leased Premises, and
shall provide Landlord with the combination of all locks for safes, safe
cabinets and vault doors, if any, within the Leased Premises; provided that if
Tenant terminates this Lease with respect to less than all of the Leased
Premises at a Property and, at the time of such termination, the Leased Premises
was served by an access control or other security system installed by Tenant in
lieu of or in addition to the access control or security systems serving the
Building generally, Tenant shall have no obligation to cause the terminated
portion of the Leased Premises to continue to be served by any such supplemental
access control or security systems.




3.3           Graphics and Building
Directory.




(a)           On
any full floor of the Leased Premises, and at each location within any Property
where Tenant maintains such signage as of the Commencement Date, Tenant may,
using Tenant’s standard corporate signage and graphics (as Tenant may change its
standard corporate signage and graphics from time to time) install and maintain
on or adjacent to entrances to the Leased Premises Tenant’s name, numerals
and/or logo designating the appropriate suite numbers and departments occupying
such floor.




(b)           If
the lobby of any Building contained a building directory on the Commencement
Date, or if Landlord elects to install or construct a building directory in the
lobby of the Building at any time, then such building directory board shall
contain a listing of Tenant’s name and such other information as Tenant shall
reasonably require (including, at Tenant’s option, the names of all of Tenant’s
businesses, related entities, assignees, sublessees, and senior management), and
Tenant shall be entitled to Tenant’s Occupancy Percentage, from time-to-time, of
the space contained in such directory, which listings shall be installed by
Landlord at Tenant’s expense.




37




3.4           Building Identity; Signage;
Exclusivity.




(a)           During
the Term of this Lease, for so long as the herein named Tenant, or its
Affiliates, shall remain in possession of at least five percent (5%) of the Net
Rentable Area of a Property, or shall continue to operate a retail bank at such
location, neither the Building name (if such Building is named for the herein
named Tenant as of the Commencement Date), nor Tenant’s exterior building
signage (at all Properties) may be changed by Landlord without Tenant’s consent,
which consent may be withheld in Tenant’s sole and absolute
discretion.  If a Property is named for the herein named Tenant as of
the Commencement Date and during the Term hereof Tenant’s corporate name,
identity or logo is changed; provided that the herein named Tenant, or its
Affiliates, shall remain in possession of not less than five percent (5%) of the
net Rentable Area of a Property, or shall continue to operate a retail bank at
such location, Tenant shall have the right, upon ninety (90) days prior written
notice to Landlord, to change the name of the Building (and/or any Building
signage containing such prior name or logo) to include the herein named Tenant’s
new corporate name, identity, or logo; provided that Tenant shall pay for all
signage costs and all of Landlord’s other out-of-pocket costs associated with
the removal of the old, and installation of the new, signage, and further
provided that such new signage shall satisfy all applicable Legal Requirements
and shall have been approved in advance by Landlord, such approval not to be
unreasonably withheld or delayed.  In addition, at any time during or
after the Term of this Lease Tenant shall have the right, in its sole and
absolute discretion, upon ninety (90) days prior written notice to Landlord, to
require Landlord to change the name of any Property so as to remove Tenant’s
identity therefrom; provided that Tenant shall pay for the cost of removing
Tenant’s name from all Building signage.  Tenant shall repair any
damage to the interior or exterior of the Buildings caused by Tenant’s
installation, maintenance, use, relocation or removal of signage; provided that
Tenant shall not be obligated to repair any damage to the interior or exterior
of the Building caused by the removal of signage so long as Tenant, at Tenant’s
sole cost and expense, patches any holes or covers over (by sign blanks of
similar size, shape and general appearance) such signage areas on the facades of
the Buildings and on and in the other interior and exterior Common
Areas.




(b)           During
the Term of this Lease, for so long as the herein named Tenant, or its
Affiliates, shall remain in possession of office space or shall continue to
operate a retail bank at such location (i) Landlord may not remove or alter any
Tenant signage or graphics existent on the Commencement Date (other than
interior signage or graphics on floors no longer leased, in whole or in part, by
Tenant), (ii) the Project shall not be named for any other Building tenant,
(iii) no other Building tenant shall have the right, without Tenant’s consent,
which Tenant may grant or withhold in Tenant’s sole discretion, to erect signage
on the roof of the Building or at or around the top level of the exterior of the
Building, (iv) no other Building tenant, other than retail tenants and tenants
occupying one or more whole floors within the Building, shall be permitted any
exterior monument, pole or building-mounted signage and (v) all “For Sale” and
“For Lease” signage and advertising shall indicate, if such be the case, that
Tenant is not vacating and will remain an occupant at the Building or, if Tenant
is vacating the Building, such signage and advertising shall identify the date
on which Tenant is anticipated to vacate the Building; provided that Landlord
shall not post any signage or make any advertisement indicating that Tenant
intends to cease retail banking operations at a Property unless and until Tenant
shall have made any required public announcements or given any required notices
to depositors regarding such event.




38




(c)           During
the Term of this Lease, for so long as the herein named Tenant, or its
Affiliates, shall remain in possession of at least thirty-five percent (35%) of
the Net Rentable Area of a Property, or shall continue to operate a retail bank
at such location, Landlord will not allow any portion of the Property (other
than the portion of the Property then leased to Tenant) to be used for any
retail banking or savings and loan, without Tenant’s prior written consent,
which consent may be withheld in Tenant’s sole and absolute
discretion.  For purposes of this Agreement, banking and savings and
loan shall mean any retail banking use or purpose, which shall include receiving
deposits or making loans to the general public, whether done by a state bank,
national bank, savings and loan association, trust company, credit union,
mortgage broker or company, or other entity, whether by walk-up, drive-in teller
facility or otherwise.  If Landlord shall intend to lease space to any
other bank or savings and loan for the operation of a retail banking or savings
and loan at a time when the herein named Tenant, or its Affiliates, shall occupy
less than thirty-five percent (35%) of the Net Rentable Area of a Property, and
shall not operate a retail banking facility at the Building, Landlord shall
advise Tenant of Landlord’s intentions, and Tenant shall have the right,
exercisable by notice in writing to Landlord within twenty (20) days following
Landlord’s notice to Tenant, to re-lease and re-occupy the retail banking
location at the Building at the Rent last payable in respect of such Leased
Premises, failing which Landlord may proceed with Landlord’s lease as
proposed.




(d)           During
the term of this Lease, Tenant shall have the right, at Tenant’s expense, to
erect and maintain such exterior building signage displaying the corporate name,
identity or logo of the herein named Tenant, or its Affiliates, as Tenant may
from time to time desire, including monument signage at up to two (2) corners of
the Land, and, in such event, Tenant will have the exclusive right to place
signage on any such monuments so erected by Tenant, subject to Landlord’s
approval, which approval shall not be unreasonably withheld or
delayed.  In connection with its installation, repair, maintenance and
removal of any exterior or monument signage, Tenant, at Tenant’s sole cost and
expense, shall comply with all Legal Requirements.




(e)           Tenant’s
retail banking exclusivity rights as described above at Section 3.4(c) also
includes the exclusive right to place ATMs in the Building, including all
exterior areas of the Building and the Land.  Tenant shall have the
right, for no additional Rent, to place not more than five (5) ATMs at locations
outside of the Leased Premises in and about the Common Areas of the Building and
the Land.  There is no restriction on the number of ATMs that Tenant
can maintain within the Leased Premises, including any Drive-Through Banking
Facilities.  However, except for any ATMs existing as of the
Commencement Date, the plans and specifications, and specific locations, for any
ATMs located outside the Leased Premises are subject to Landlord’s prior written
consent, which consent will not be unreasonably withheld or
delayed.  Tenant, at its expense, shall install, maintain, operate and
repair such ATMs in compliance with all Legal Requirements.  At the
expiration or earlier termination of this Lease, Tenant, at its expense, shall
remove the ATMs in accordance with Section
5.3.




(f)           Tenant’s
exterior and monument signage existing as of the Commencement Date is hereby
deemed to be approved by Landlord.  Any changes to the existing
exterior and/or monument signage by Tenant (including changes to the location,
size, shape, color, and content of the exterior and/or monument signage) shall
be subject to approval by Landlord, which approval may not be unreasonably
withheld or delayed.  Landlord agrees that Tenant shall have the right
to change such signage in the event of a change in Tenant’s name, trade name or
logo; provided that such new signage shall satisfy all applicable Legal
Requirements and shall have been approved in advance by Landlord, such approval
not to be unreasonably withheld or delayed.


39




(g)           Notwithstanding
anything to the contrary contained in this Lease, the rights granted to Tenant
pursuant to Sections
3.3 and 3.4 shall be subject
and subordinate to the rights of any Building tenants whose leases are in effect
as of the Commencement Date.  For example purposes only, and not as a
means of limitation, if an existing tenant’s lease (as in effect on the
Commencement Date) requires such existing tenant’s approval for a change in the
name of the Building, then Tenant may not cause the name of the Building to
change without such existing tenant’s approval.  As another example,
if an existing tenant’s lease (as in effect on the Commencement Date) provides
for such existing tenant to place its name on exterior and/or monument signage,
then any exercise of such existing tenant’s rights shall not be deemed to be a
violation of Tenant’s rights under this Lease.




3.5           Communications
Equipment.




(a)           Subject
to the provisions of this Section 3.5, Tenant
shall have the non-exclusive right, at its sole cost and expense and for
Tenant’s use, to install, maintain and operate upon the roof of the Building one
(1) or a reasonable and necessary additional number of transmitters and/or
receiver antennas or dishes approved by Landlord, which approval shall not be
unreasonably withheld or delayed (collectively, the “Communications
Equipment”) for use by Tenant in the conduct of its business; provided
that such Communications Equipment may not materially compromise the aesthetics
or appearance of the Building nor shall Landlord be required to incur any
expense in accommodating the Communications Equipment.  The
Communications Equipment must be (i) designed, installed and operated in
compliance with all Legal Requirements, and (ii) installed and operated so as
not to adversely affect or impact structural, mechanical, electrical, elevator,
or other systems serving the Building or customary telephone service for the
Building and so as not to cause injury to persons or property, and without
limitation of the foregoing, so as not to void or impair any applicable roof
warranty.  Upon the expiration or termination of this Lease, Tenant
shall remove the Communications Equipment and repair any damage to the Building
caused by the installation, maintenance, use or removal of the Communications
Equipment.




(b)           Landlord
hereby grants to Tenant the right to install (at Tenant’s sole cost and expense)
any additional equipment required to operate the Communications Equipment and to
connect the Communications Equipment to Tenant’s other machinery and equipment
located in the Leased Premises (e.g., conduits and cables) in the shafts, ducts,
chases and utility closets located in the core of the building (“Additional
Equipment”), which Additional Equipment shall be deemed a part of the
Communications Equipment for all purposes of this Section 3.5; provided
that (i) the use of such space in the Building core by Tenant (except customary
chases for cabling) may not materially adversely affect the marketability of the
remaining space on any floor of the Building, and (ii) to the extent any such
Additional Equipment occupies space (other than space in customary chases for
the Building) that would have otherwise been Net Rentable Area on a floor of the
Building, such space shall be included within the Net Rentable Area of the
Leased Premises and Tenant shall be obligated to pay Annual Basic Rent and
Additional Rent with respect to such space as if such space was included in the
Leased Premises.  Tenant’s use of such space in the Building core
shall be subject to the provisions of this Lease relating to Tenant’s use of
Common Areas of the Building.




40




(c)           Subject
to the Building Rules and other reasonable rules relating to Building security
and safety that may be promulgated by Landlord pertaining to access by tenants
to the roof of the Building and provided Tenant does not unreasonably disturb
any other tenants of the Building, Tenant and Tenant’s contractors shall have
reasonable access to the Communications Equipment and the Additional Equipment
for purposes of operating, servicing, repairing or otherwise maintaining said
equipment.




(d)           Nothing
contained in this Section 3.5 shall be
deemed to prohibit or restrict any other individual or entity, including
Landlord or any other tenant of the Building, from installing communications
equipment on the roof of the Building or to use the roof for any other
purpose.




(e)           In
connection with its installation, repair, maintenance and removal of any
Communications Equipment and Additional Equipment, Tenant, at Tenant’s sole cost
and expense, shall comply with all applicable Building Rules and Legal
Requirements and repair any damage to the Building caused by such installation,
repair, maintenance or removal.  In the event that the placement of
Tenant’s Communications Equipment or Additional Equipment interferes with
Landlord’s performance of any repair or maintenance to the Common Areas,
including the roofs of the Buildings, any costs incurred by Landlord to
temporarily or permanently relocate and reinstall Tenant’s Communications
Equipment or Additional Equipment shall be included in the cost of such repair
or maintenance as a Operating Expense.




(f)           Tenant’s
Communications Equipment and Additional Equipment existing as of the
Commencement Date are hereby deemed to be approved by Landlord.  Any
changes to the existing Communications Equipment and/or Additional Equipment by
Tenant shall first be approved by Landlord, which approval will not be
unreasonably withheld or delayed.




(g)           If
Landlord shall place on the roof of any Building communications equipment of its
own, or shall grant to any third party the right to locate and maintain any such
equipment, all such equipment shall be located, designed and operated so as not
to interfere with signals to and from Tenant’s Communications Equipment and
Additional Equipment, the installation of which, in accordance with this Section 3.5, predates
the installation of such other equipment.  Similarly, any
Communications Equipment and Additional Equipment hereafter installed by Tenant
shall be located and designed so as not to interfere with signals to and from
such other equipment belonging to Landlord or to third parties, that may have
previously been installed.  The party responsible for the
communications equipment which interferes with equipment previously installed by
others shall be required, at its or their expense, to take all measures
necessary to eliminate the source of interference caused by such party’s
equipment.




41


3.6           Building
Management.  The Properties shall be managed by Landlord;
provided that for so long as Tenant’s Occupancy Percentage at a Property shall
be equal to or greater than ninety (90%), after consultation with Landlord to
review Landlord’s property management qualifications and pricing, Tenant may in
its sole discretion elect, on a Property by Property basis, to cause such
Property to be submanaged by a qualified property submanager designated by
Tenant (any such submanager, a “Tenant Designated
Submanager”), who shall provide on-site and supervisory property
management services for Landlord, Tenant and any third party tenants and other
occupants at such Property (any Property with a Tenant Designated Submanager, a
“Tenant Managed
Property”).  At all Properties that are not Tenant Managed
Properties, Landlord shall provide on-site and supervisory property management
services either through an Affiliate of Landlord or through a qualified third
party property submanager designated by Landlord (any such Landlord Affiliate or
submanager, a “Landlord Designated
Submanager”).  Landlord shall be and remain responsible for
disbursement of Operating Expense and Real Estate Tax payments at all
Properties, including Tenant Managed Properties.  Notwithstanding the
foregoing, (a) Landlord shall not select a Landlord Designated Submanager for
whom Tenant has a reasonable objection, (b) Tenant shall not select a Tenant
Designated Submanager for whom Landlord has a reasonable objection, (c) if a
Landlord Designated Submanager persistently fails to perform its property
management duties in a timely, complete and professional manner that is
consistent with the highest level of property management services provided at
Comparable Buildings, Tenant may cause such non-performing Landlord Designated
Submanager to be replaced by a Tenant Designated Submanager, in which event, at
Tenant’s election, the Property or Properties at which such replacement occurs
shall become Tenant Managed Property and (d) if a Tenant Designated Submanager
persistently fails to perform its property management duties in a timely,
complete and professional manner that is consistent with the highest level of
property management services provided at Comparable Buildings, Landlord may
cause such non-performing Tenant Designated Submanager to be replaced by a
Landlord Designated Submanager, in which event, at Landlord’s election, the
Property or Properties at which such replacement occurs shall no longer be
Tenant Managed Properties.  Any disputes between Landlord and Tenant
with respect to property management matters arising under this Section 3.6 shall be
subject to resolution as provided in Article XII and XIII.




ARTICLE
IV


CARE OF PREMISES; LAWS,
RULES AND REGULATIONS




4.1           Care of Leased
Premises.  Upon the expiration or any earlier termination of
this Lease, Tenant shall surrender the Leased Premises to Landlord in the same
condition in which such Leased Premises existed on the Commencement Date, except
for ordinary wear and tear and any casualty or condemnation damage not required
to be repaired or restored by Tenant pursuant to the terms of this Lease and
subject to the provisions of Section 5.3
hereafter.  Upon such expiration or termination of this Lease,
Landlord shall have the right to re-enter and resume possession of the Leased
Premises immediately.




42


4.2           Access of Landlord to Leased
Premises.  Subject to the provisions of this Section 4.2, Landlord
and its contractors, agents or representatives may enter into and upon any part
of the Leased Premises during reasonable hours as may be necessary to clean the
same, make repairs, alterations or additions thereto or otherwise perform
Landlord’s obligations under this Lease, and, upon reasonable prior notice to
Tenant, for the purpose of showing the same to existing or prospective
purchasers or lenders.  At any time during the last twelve (12) months
of the Term (including any Renewal Terms that Tenant has exercised) and promptly
upon Landlord’s receipt of notice from Tenant of Tenant’s intent to terminate
this Lease with respect to or otherwise vacate a Leased Premises as herein
provided, Landlord may, upon reasonable prior notice to Tenant, enter the Leased
Premises to show the same to prospective tenants.  With respect to any
of the aforementioned entries by Landlord into and upon any part of the Leased
Premises other than for emergencies or routine repairs or routine janitorial
service, Tenant shall be entitled to have a representative accompany
Landlord.  Tenant shall not be entitled to any abatement or reduction
of Rent by reason of any such entry by Landlord.  Landlord shall not
interfere with the operation of Tenant’s business during any such entry and
Landlord shall use reasonable efforts to make any routine repairs requiring
access to the Leased Premises after Building Operating
Hours.  Notwithstanding any of the foregoing, unless otherwise
instructed by Tenant in writing, Landlord shall not enter areas designated by
Tenant as high security areas (the “Security Areas”)
unless an emergency situation exists.  All access by Landlord or any
invitee of Landlord shall be subject to applicable federal banking
regulations.  If the telecommunications demarcation point for the
Building is located within the Leased Premises, then Landlord may, at Landlord’s
option, at Landlord’s sole expense, relocate such telecommunications demarcation
point to a location outside of the Leased Premises, and make all necessary
modifications to maintain Tenant’s then existing telecommunications service to
the Leased Premises.  If the telecommunications demarcation point for
the Building is located within the Leased Premises and if such location of the
telecommunications demarcation point for the Building at any time in the future
is deemed by Tenant to interfere with Tenant’s desired reconfiguration of its
use of or improvements in the Leased Premises, then Landlord shall, at
Landlord’s sole expense, relocate such telecommunications demarcation point to a
location outside of the Leased Premises, and make all necessary modifications to
maintain Tenant’s then existing telecommunications service to the Leased
Premises, within a reasonable time after Tenant’s written request.  If
the telecommunications demarcation point for the Building is located within the
Leased Premises, then until Landlord relocates such telecommunications
demarcation point to a location outside of the Leased Premises, Tenant shall
allow Landlord and other tenants of the Building reasonable access to the
telecommunications demarcation point as required to connect telecommunication
lines thereto, but each and any such access shall be subject to reasonable
advance notice (not less than one (1) full business day, except in the case of
emergencies), and shall be supervised by security personnel acceptable to
Tenant, Landlord shall be solely responsible for the cost of such security
personnel, and Landlord shall reimburse Tenant, upon demand, for any and all
additional costs incurred by Tenant because of such access.  In no
event shall Landlord or any tenant of the Building other than Tenant be entitled
to connect to, use, or in any way affect the operation of Tenant’s
telecommunications equipment in the Leased Premises.




4.3           Nuisance.  Tenant
shall conduct its business and use reasonable efforts to control its agents,
employees, invitees, contractors and visitors in such a manner as not to create
any nuisance, or unreasonably interfere with, or unreasonably annoy or disturb,
any other tenant or Landlord in its operation of the
Property.  Landlord shall operate the Properties and use reasonable
efforts to control its agents, employees, invitees, contractors and visitors in
such a manner as not to create any nuisance, or unreasonably interfere with, or
unreasonably disturb Tenant in its occupancy of the Leased
Premises.




43


4.4           Laws and Regulations; Rules
of Building.  Tenant shall comply with, and shall use its
reasonable efforts to cause its employees, agents, visitors and invitees to
comply with, all Legal Requirements relating to the use or occupancy of the
Leased Premises, and with the rules of the Buildings reasonably adopted and
altered by Landlord from time to time for the safety, protection, care and
cleanliness of the Leased Premises, the Buildings and the Properties, the
operation thereof, the preservation of good order therein and the comfort of the
tenants of the Building and their agents, employees and invitees, consistent
with Comparable Buildings, which rules and regulations shall be binding upon
Tenant upon Tenant’s receipt of notice of the adoption or alteration of such
rules and regulations (the “Building
Rules”).  In the event of a conflict between the provisions of
this Lease and the Building Rules, the provisions of this Lease shall
control.  Landlord shall use its reasonable efforts to cause all
tenants of the Buildings to comply with the Building Rules to the extent that
failure to so comply will materially affect Tenant’s use or enjoyment of the
Leased Premises.  Landlord shall not enforce the Building Rules with
respect to Tenant in a manner that is more restrictive than Landlord’s
enforcement of the Building Rules as to any other tenants of the
Building.  Landlord shall not enforce Tenant’s compliance with Legal
Requirements unless (a) Landlord’s failure to do so constitutes a violation of
Legal Requirements by Landlord or makes Landlord liable for Tenant’s continuing
violation, (b) Landlord is required to do so by any notice of violation, order,
decree, permit, rule or regulation issued by any Governmental Authority or (c)
Landlord’s failure to do so would, in Landlord’s reasonable opinion, endanger
the health, safety or welfare of any person on or about the Leased Premises or
the Properties.




4.5           Legal Use and Violations of
Insurance Coverage.  Tenant shall not occupy or use the Leased
Premises, or permit any portion of the Leased Premises to be occupied or used,
for any business or purpose that (a) is unlawful, (b) creates noxious or
offensive odors emanating from the Leased Premises, or (c) does anything that
would in any way increase the rate of fire insurance coverage on the Properties
or its contents unless Tenant pays for the cost of such increased insurance
premium.  Tenant shall not cause or permit any Hazardous Materials to
be used, generated, treated, installed, stored or disposed of in, on, under or
about the Leased Premises, except to the extent consistent with the customary
and reasonable business practice of entities conducting businesses similar to
the business being conducted by Tenant in the Leased Premises; provided (i) such
Hazardous Materials do not endanger the health of any person on or about the
Leased Premises or the Properties and (ii) Tenant complies with all Legal
Requirements applicable to such Hazardous Materials.  It is hereby
agreed that possession and use of copy machines and machines used to
electronically accept or produce written data which utilize small amounts of
chemicals which may be included in the definition of Hazardous Materials shall
be considered “customary and reasonable business practices” within the meaning
of the previous sentence.  Landlord shall meet all of its obligations
under this Lease so as to keep in force all certificates of occupancy for the
Properties generally and Tenant, if and to the extent required by Legal
Requirements, shall meet all of its obligations under this Lease so as to keep
in force certificates of occupancy for the Leased Premises.  Landlord
shall comply with, and not violate, all applicable Legal Requirements to the
extent relating to the Properties generally and any other Legal Requirements
applicable to Landlord to the extent necessary to perform Landlord’s obligations
under this Lease (except to the extent that such Legal Requirement relates to a
tenant’s obligations under its lease, in which case Landlord shall exercise
reasonable efforts to cause compliance by such tenant), and Tenant, at its sole
cost and expense, shall comply with, and not violate, all applicable all Legal
Requirements to the extent relating to the Leased Premises.  Landlord
shall not enforce Tenant’s compliance with Legal Requirements unless (a)
Landlord’s failure to do so constitutes a violation of Legal Requirements by
Landlord or makes Landlord liable for Tenant’s continuing violation, (b)
Landlord is required to do so by any notice of violation, order, decree, permit,
rule or regulation issued by any Governmental Authority or (c) Landlord’s
failure to do so would, in Landlord’s reasonable opinion, endanger the health,
safety or welfare of any person on or about the Leased Premises or the
Properties.




44




4.6          Environmental
Laws.




(a)           Tenant
has conveyed the Properties to Landlord, and Landlord has accepted and acquired
ownership of the Properties, pursuant to the Purchase Agreement.  As
more fully therein expressed, Tenant has previously provided Landlord with
various environmental reports and studies prepared by consultants and Landlord
has acquired such further reports as Landlord determined necessary with respect
to the Leased Premises, including new or updated Phase I and, where applicable,
Phase II environmental reports (collectively, with the reports and studies from
Tenant, “Environmental
Information”).  The Environmental Information is identified in
summary fashion on Schedule 3
hereto.




(b)           Landlord
hereby agrees to and does indemnify, defend, and hold harmless, Tenant and
Tenant’s shareholders, officers, directors and their respective successors and
assigns from and against any and all claims, demands, causes of action, fines,
penalties, costs, expenses (including attorneys’ fees and court costs), liens,
or liabilities caused by, directly or indirectly relating in any way to, or
arising from (i) any matters reported in the Environmental Information (the
“Environmental
Matters”) as they relate to the Properties, (excluding the Leased
Premises), or (ii) Hazardous Materials introduced on, in or under the Buildings
or the Properties solely by Landlord, its agents, employees or contractors after
the Commencement Date; provided that the foregoing indemnity shall specifically
exclude any and all claims, demands, causes of action, fines, penalties, costs,
expenses (including attorneys’ fees and court costs), liens, or liabilities
caused by, directly or indirectly relating exclusively to or arising from
Hazardous Materials introduced on, in or under the Properties after the
Commencement Date solely by the acts of any party other than Landlord and
Landlord’s agents, employees and contractors.




(c)           Tenant
shall be solely responsible for and shall undertake all Remedial Work required
by any Governmental Authority or as necessary to comply with, and not violate,
Legal Requirements arising from (i) Hazardous Materials on or in the Leased
Premises (including the Environmental Matters to the extent on or in the Leased
Premises); or (ii) Hazardous Materials introduced on, in or under the Buildings
or the Properties solely by Tenant, its agents, employees, invitees or
contractors after the Commencement Date.  Landlord shall not enforce
Tenant’s performance of Remedial Work unless (i) Landlord’s failure to do so
constitutes a violation of Legal Requirements by Landlord or makes Landlord
liable for Tenant’s continuing violation, (ii) Landlord is required to do so by
any notice of violation, order, decree, permit, rule or regulation issued by any
Governmental Authority or (iii) Landlord’s failure to do so would, in Landlord’s
reasonable opinion, endanger the health, safety or welfare of any person on or
about the Leased Premises or the Properties.




(d)           Tenant
hereby agrees to and does indemnify, defend, and hold harmless, Landlord and
Landlord’s shareholders, officers, trustees and their respective successors and
assigns from and against any and all claims, demands, causes of action, fines,
penalties, costs, expenses (including attorneys fees and court costs), liens, or
liabilities caused by or directly or indirectly relating in any way to, or
arising from (i) Hazardous Materials on or in the Leased Premises (including the
Environmental Matters) and (ii) arising from Hazardous Materials introduced on,
in or under the Buildings, or the Properties solely by Tenant, its agents,
employees, invitees or contractors after the Commencement Date.




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4.7          Prohibited
Uses.




(a)           Throughout
the Term, Landlord shall not use, or permit the use of, the Properties (or any
part thereof) for any Prohibited Uses.  The term “Prohibited Uses”
shall mean (i) any use that emits an obnoxious odor, noise or sound that can be
heard or smelled outside of the premises; (ii) any use in violation of zoning
regulations or any other governmental restrictions applicable to the Property;
(iii) any operation primarily used as a warehouse or storage facility,
assembling or manufacturing, distilling, refining, rendering, processing,
smelting, agricultural or mining operations; (iv) any mobile home park or sales,
trailer court, labor camp, junk yard or stockyard; (v) any central laundry, dry
cleaning plant or laundromat; provided this prohibition shall not be applicable
to on-site services oriented only to pickup and delivery by consumers; (vi) any
automobile, truck, trailer or recreational vehicle sales, leasing, display,
repair or body shop; (vii) any living quarters, sleeping apartments, hotel or
lodging rooms; (viii) veterinary hospitals, animal raising or breeding
facilities, animal boarding facilities or pet shops; (ix) mortuaries or funeral
homes; (x) any establishment that sells, rents or exhibits pornographic
materials; (xi) massage parlors or any form of sexually oriented business
(including novelty merchandise sales); (xii) bars, taverns or brew pubs; (xiii)
flea markets, amusement or video arcades, computer game rooms, pool or billiard
halls, bingo halls, dance halls, discos or night clubs; (xiv) sales of
paraphernalia for use with illicit drugs; (xv) carnivals, amusement parks or
circuses; (xvi) pawn shops, auction houses, second hand stores, consignment
shops, army/navy surplus stores or gun shops; (xvii) gambling facilities or
sports betting parlor; (xviii) churches, synagogues or other places of worship;
(xix) assembly halls or meeting facilities; (xx) technical or vocational schools
or any other operation primarily engaged in education or training activities;
(xxi) medical clinics, abortion clinics, medical laboratories or screening
facilities; (xxii) any agency (public or private) providing health, welfare,
social or human services, or (xxiii) tattoo parlors, fortune telling or
spiritual readings; (xxiv) facilities that collect donated goods and products;
(xxv) bowling alleys, skating rinks, archery or gun ranges, and (xxvi) postal
facilities, tax collectors, tag agencies, jails or detention centers,
courthouses or any other form of agency dealing with civil authority, (xxvii)
fitness centers (unless consented to by the party entitled to object to the
Prohibited Use) and (xxviii) any use that, by its nature (even if such use is
legally permissible), would result in parking or traffic flow on the Property
being materially adversely affected or that will attract a volume, frequency or
type of visitor or employee to the Building that is not consistent with the
standards of Comparable Buildings or that would impose an excessive demand on or
use of the facilities or services of the Building.  Notwithstanding
the foregoing, the term “Prohibited Uses” shall not include as to a Property
(but only as to the party conducting such use for so long as such party
continues such use at such Property) any use lawfully conducted by Tenant or a
third party occupant of space within the Property on the Commencement
Date.




(b)           Throughout
the Term, Landlord shall not, without Tenant’s prior consent, further develop
the Property in a manner that would result in (i) an increase in the amount of
any Additional Rent payable by Tenant hereunder or (ii) parking or traffic flow
to the Building being materially adversely affected or that will attract a
volume, frequency or type of visitor or employee to the Building that is not
consistent with the standards of Comparable Buildings or that would impose an
excessive demand on or use of the facilities or services of the
Building.




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ARTICLE
V


LEASEHOLD IMPROVEMENTS AND
REPAIRS




5.1           Leasehold
Improvements.  Subject to the provisions of this Lease, Tenant
hereby accepts the Leased Premises, including any and all existing leasehold
improvements, in their “AS-IS” condition, and acknowledges that, subject to the
provisions of Section
5.5, Landlord has no obligation to construct additional leasehold
improvements in the Leased Premises or to provide any money, work, labor,
material, fixture, decoration or equipment with respect to the Leased
Premises.




5.2           Alterations.  Except
as provided below, Tenant shall not make or allow to be made any alterations or
physical additions in or to the Leased Premises, without first obtaining the
written consent of Landlord to the plans and specifications and contractors
therefor, which consent shall not be unreasonably withheld or
delayed.  Any such alterations or additions shall be made in
compliance with Legal Requirements.   Notwithstanding the
foregoing, Tenant shall have the right to make alterations and physical
additions to the Leased Premises costing less than the Alterations Threshold
Amount, or which are of such a nature as not to require a building permit,
without Landlord’s consent provided:  (i) Tenant notifies Landlord in
writing and furnishes Landlord with plans and specifications and the names of
the contractors for all such alterations or additions at least seven (7) days
prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and
specifications related to such alterations or additions upon completion of same,
(iii) such alterations or additions are not visible from the exterior of the
Leased Premises or the Building, (iv) the modifications are in compliance with
all Legal Requirements, (v) such additions and alterations do not adversely
affect the mechanical, electrical, plumbing, life safety, or structural
integrity of the Building and (vi) Tenant coordinates its activities with the
Building’s property manager.  In no event shall Tenant be obligated to
pay any charge to Landlord or any agent of Landlord for (i) supervision of any
alterations or physical additions in or to the Leased Premises made by Tenant or
(ii) review or approval of plans or specifications for or in connection with any
alterations or physical additions in or to the Leased Premises made or proposed
by Tenant (other than reimbursement of any actual, out-of-pocket costs
reasonably incurred by Landlord to verify that Tenant’s plans do not adversely
affect the mechanical, electrical, plumbing, life safety or structural integrity
of the Building as expressed in clause (v) above).




5.3           Non-Removable
Improvements.  The term “Non-Removable
Improvements” shall mean each and all of the following to the extent
owned by Tenant or its Affiliates: all mechanical equipment above the ceiling,
the ceiling system, the ceiling tile, light fixtures (other than chandeliers;
provided Tenant replaces the ceiling tile and leaves a connection for a
replacement chandelier or Building Standard fixture), permanent walls, wall
coverings, doors, door hardware, floor coverings (other than area rugs), all
electrical and plumbing systems located within the Leased Premises, and blinds,
all life safety and other Building systems, all cafeterias and commissaries,
including all fixtures, equipment and appliances used in connection therewith;
all gymnasiums, fitness or exercise centers, including all equipment, fixtures
and furnishings therein, and at all properties that include retail banking
facilities, all vaults, vault doors, pneumatic tubing then existing at
drive-through facilities, teller counters and under-counter
steel.  All Non-Removable Improvements are and shall remain the
property of Landlord.  Tenant shall be permitted (but not obligated)
to remove any other improvements to the Leased Premises (together “Tenant’s Business
Equipment,” whether or not installed so as to be fixtures under
applicable law), including trade fixtures, equipment, furniture, furnishings,
supplies, records, documents, cash, coin, and other items of moveable personal
property relating to the operation of Tenant’s business, including all safe
deposit boxes (but not the nests or frames thereof), safes, Tenant
identification signage, ATMs connected to or located within the Buildings or
situated as freestanding structures on the Property and ATM equipment,
telecommunication equipment, security systems and equipment, satellite dishes
and antennas, computers, computer terminals and computer equipment, any office
equipment (whether leased or owned) located in the Buildings, framed artwork not
permanently affixed to the Property, and Tenant’s furniture, trade fixtures, and
equipment installed in the Leased Premises by Tenant at its cost and expense;
provided Tenant repairs any damage to the Leased Premises or other parts of the
Building caused by the removal of the foregoing items.




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5.4           Mechanics
Liens.  Tenant shall have no authority or power, express or
implied, to create or cause to be created any mechanic’s, materialmen’s or other
lien, charge or encumbrance of any kind against any Leased
Premises.  Should any mechanic’s, materialmen’s or other lien, charge
or encumbrance of any kind be filed against any Leased Premises by reason of
Tenant’s acts or omissions or because of a claim against Tenant, Tenant shall
cause the same to be cancelled or discharged of record by bond or otherwise
within sixty (60) days after notice to Tenant by Landlord, or within thirty (30)
days after notice to Tenant by Landlord if at the time of such notice Landlord
anticipates a sale or refinancing of any Leased Premises will be closed within
sixty (60) days after said notice (and if Landlord includes that fact in
Landlord’s notice to Tenant).  If Tenant shall fail to cancel or
discharge said lien or liens within the time provided pursuant to this Section 5.4, Landlord
may, at its sole option, cancel or discharge the same, and upon Landlord’s
demand, Tenant shall promptly reimburse Landlord for all reasonable costs
incurred in canceling or discharging such liens.  Except to the extent
that such costs, losses, or liabilities are caused by Landlord’s actions, Tenant
shall indemnify and hold Landlord harmless from and against all costs (including
reasonable attorneys’ fees and costs of suit), losses, liabilities, or causes of
action arising out of or relating to any alterations, additions or improvements
made by Tenant to the Leased Premises, including any mechanic’s or materialman’s
liens asserted in connection therewith.  Landlord and Tenant expressly
agree and acknowledge that no interest of Landlord in the Leased Premises or the
Property shall be subject to any lien for improvements made by Tenant in or for
the Leased Premises, and that Landlord shall not be liable for any lien for any
improvements made by Tenant, such liability being expressly prohibited by the
terms of this Lease.  Landlord may file in the public records of the
County in which the Building is located, a public notice containing a true and
correct copy of this paragraph, and Tenant hereby agrees to inform all
contractors and materialmen performing work in or for or supplying materials to
the Leased Premises of the existence of the prohibition contained in this
paragraph.




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5.5           Repairs by
Landlord.  Landlord will make, as an Operating Expense (to the
extent allowable), all repairs to, and perform necessary maintenance, repair,
refurbishing and replacement work to the Properties, and all parts thereof, in
such manner as is in keeping with Comparable Buildings, including the: (a)
structural elements of the Buildings, (b) mechanical (including HVAC),
electrical, the plumbing and fire/life safety systems serving the Buildings in
general, (c) Common Areas including the Parking Areas , (d) roofs of the
Buildings, (e) exterior windows of the Buildings and (f) elevators serving the
Buildings.  Landlord shall promptly make repairs (considering the
nature and urgency of the repair) for which Landlord is
responsible.  Except in emergency situations as reasonably determined
by Landlord, Landlord shall provide Tenant with prior notice of any entry into
the Leased Premises required to effectuate the repairs for which Landlord is
responsible and shall exercise reasonable efforts to perform any such entry into
the Leased Premises in a manner that is reasonably designed to minimize
interference with the operation of Tenant’s business in the Leased
Premises.  If Landlord should fail or refuse to make such repairs,
refurbishings or replacements or perform said maintenance with reasonable
promptness after written notice from Tenant, then Tenant may, at its option, but
without any obligation to do so, upon written notice to Landlord, cure such
failure as expressed in Section 7.1(f) and
recover the reasonable cost thereof from Landlord as expressed in Article
XIII.




5.6           Repairs by
Tenant.  Tenant shall, at its sole cost and expense, promptly
perform all maintenance, repairs, refurbishing and replacement work to the
Leased Premises that are not Landlord’s express responsibility under this Lease,
and shall keep the Leased Premises in good condition and repair, reasonable wear
and tear excepted.  Tenant’s repair obligations include repairs to:
(a) floor covering, (b) interior partitions, (c) doors, (d) the interior side of
demising walls, (e) electronic, phone and data cabling and related equipment
that is installed by or for the exclusive benefit of Tenant and located in the
Leased Premises or other portions of the Building, (f) supplemental air
conditioning units, private showers and kitchens, including hot water heaters,
plumbing and similar facilities serving Tenant exclusively, and (g) alterations
performed by contractors retained by Tenant, including related HVAC
balancing.  All Tenant’s work shall be performed in accordance with
the rules and procedures described in Section 5.2
hereof.  Upon termination of this Lease, Tenant will surrender and
deliver the Leased Premises to Landlord in the same condition in which the
Leased Premises existed on the Commencement Date, subject, however, to (i) the
provisions of Article
VI hereof, (ii) the alterations permitted pursuant to this Lease, (iii)
the provisions of  Section 5.3, and (iv)
except for ordinary wear and tear.  If Tenant should fail or refuse to
make such repairs, refurbishings or replacements or perform said maintenance as
and when reasonably required, Landlord may, at its option, but without any
obligation to do so, cure such failure or refusal and Landlord’s costs shall be
reimburseable by Tenant as additional rent, by Tenant, immediately upon
invoicing by Landlord.  Notwithstanding the foregoing, Landlord agrees
to perform, as Above Standard Services, Tenant’s repair and maintenance
obligations with respect to the Leased Premises.  Tenant shall notify
Landlord of the need for any such repair and maintenance and Landlord shall
endeavor to respond timely to each such request.




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




(a)           Tenant
shall prepare and submit to Landlord for Landlord’s approval a preliminary space
plan (the “Preliminary
Space Plan”) in connection with Tenant’s proposed separation of the
Leased Premises from the Surrendered Premises.  Landlord’s approval
shall not be unreasonably withheld or delayed and shall be given or withheld, or
Landlord shall advise Tenant whether Landlord requires additional information in
order to evaluate Tenant’s request, within ten (10) days following Tenant’s
delivery to Landlord of the Preliminary Space Plan.  If Landlord
objects to the Preliminary Space Plan (or any revision thereof), Tenant shall
deliver a revised Preliminary Space Plan to Landlord and the procedure will be
repeated, if necessary, until a final space plan is
approved.  Landlord’s approval of each revised Preliminary Space Plan
shall be given or withheld within ten (10) days following Landlord’s receipt
thereof from Tenant.  The final approved space plan is hereinafter
referred to as the “Final Space
Plan”.  Landlord and Tenant shall work with one another
reasonably and in good faith to resolve any differences concerning the
Preliminary Space Plan and the Final Space Plan (or the Preliminary Drawings or
Final Drawings hereafter referenced in Section 5.7(b) immediately below),
failing which any disagreements shall be resolved in accordance with Article XII
hereof.




49




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




(c)           Tenant
will cause the Demising Work to be constructed in substantial accordance with
the Final Drawings.  Landlord shall be deemed to have waived Tenant’s
performance of any Demising Work not shown on the Final Drawings except to the
extent required to satisfy Legal Requirements.  Landlord’s review of
Space Plans and Drawings under Sections 5.7(a) and
(b) above is
for Landlord’s purposes only, and not a representation or warranty that the work
to be performed pursuant thereto meets all Legal Requirements.




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




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




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




(g)           All
of the Demising Work shall be done, on a Property by Property basis, in
compliance with Building Standards at Tenant’s expense, including building
permit and other fees, architectural and engineering expenses and other expenses
relating thereto.  Tenant may request Landlord’s review of Preliminary
Space Plans or Preliminary Drawings before Tenant’s notification to Landlord of
Tenant’s election to remove Surrendered Premises from the Leased Premises to
facilitate Tenant’s understanding of the potential approximate costs associated
therewith.




50




(h)           Any
other provision of this Lease to the contrary notwithstanding, if as a result of
performing Demising Work required as a result of Tenant’s surrender of Purchase
Agreement Vacate Space to Landlord, Tenant adds One Thousand Five Hundred
(1,500) square feet or less of Purchase Agreement Vacate Space to the Net
Rentable Area of the Leased Premises at a Property as herein provided (any space
so added, the “PAVS
Expansion Premises”), Tenant shall have the right and option, exercisable
from time to time by written notice to Landlord prior to the expiration of the
Vacate Period (as defined in the Purchase Agreement), to terminate this Lease
with respect to Leased Premises at such Property or at any other Property
containing, in the aggregate, the same or fewer square feet of Net Rentable Area
as the Net Rentable Area of the PAVS Expansion Premises (any space so
terminated, the “PAVS
Contraction Premises”); provided that (i) Tenant shall only be permitted
to create PAVS Contraction Premises at a Property to the extent the same is
reasonably necessary for Tenant to perform Demising Work required as a result of
Tenant’s surrender of Purchase Agreement Vacate Space to Landlord at such
Property, (ii) Tenant may not terminate this Lease with respect to PAVS
Contraction Premises containing, in the aggregate, more than One Thousand Five
Hundred (1,500) square feet of Net Rentable Area at any Property and (iii) the
aggregate Net Rentable Area of the PAVS Expansion Premises at all Properties
shall be equal to or greater than aggregate Net Rentable Area of the PAVS
Contraction Premises at all Properties.




5.8           Art.  Landlord
acknowledges that Tenant stores and/or displays within the Buildings, multiple
works of art, including paintings, textiles, sculptures, and other forms of
artwork (the “Art”) that are an
integral part of the Bank of America Art Collection.  The Art may be
located within areas leased by and under control of Tenant, or in Common Areas,
including lobbies or other public spaces within the Buildings or outdoor plaza
areas.




(a)           The
Art that is located within the Properties as of the date hereof is listed in the
attached Schedule
4 hereto.  Tenant may hereafter locate additional pieces of Art
within the Buildings and/or Leased Premises, and any of such Art shall also be
considered part of the Bank of America Art Collection, unless it cannot be
removed from the Building without damaging the Art  Tenant shall have
the right at any time during the Term of the lease and for a period of 60 days
following the Term of the lease, as to any such Building, to remove any of the
Art at Tenant’s sole cost and expense.  In the event any Art is
removed from either Leased Premises or Common Areas, Tenant shall repair any
damage caused by its removal.  To the extent Art is removed from the
Common Areas, Tenant shall notify Landlord in writing not less than 30 days
prior to the anticipated removal date that the Art shall be
removed.  Tenant agrees to indemnify Landlord against any claims made
by the artist or putative right holder pursuant to VARA arising out of Tenant’s
removal or subsequent treatment of the Art, and such indemnity shall survive the
termination or expiration of this Lease.




(b)           Landlord
agrees that (i) Landlord shall not remove any Art from any Common Areas or
public spaces of the Buildings during the Term hereof or within a period of
sixty (60) days following the Term hereof, and Landlord acknowledges that any
such removal in violation of this paragraph may cause damage to the Art, for
which Landlord shall bear sole responsibility; and (ii) Landlord’s removal of
any Art during the Term or thereafter shall not be within the scope of Tenant’s
VARA indemnification.




51




(c)           Tenant
shall have the right at any time or from time to time, to erect plaques or
markers, subject to Landlord’s approval (not to be unreasonably withheld)
identifying the Art as commissioned by Bank of America or on loan from the Bank
of America Art Collection.  To the extent Tenant elects not to remove
any Art at the termination of the Lease, Landlord agrees that any plaques or
markers installed by Tenant identifying the Art as commissioned by Bank of
America or on loan from the Bank of America Art Collection shall remain in place
for so long as the Art is displayed within the Building or Common
Areas.




ARTICLE
VI


CONDEMNATION, CASUALTY AND
INSURANCE




6.1          Condemnation.




(a)           If
all or a portion of a Building or the Leased Premises as would render the
continuance of Tenant’s business from such Leased Premises impracticable (as
reasonably determined by Tenant) is permanently taken or condemned for any
public purpose, this Lease, at the option of Tenant upon the giving of notice to
Landlord within twenty (20) days from the date of such condemnation or taking
shall forthwith cease and terminate as to such Leased Premises as provided in
Section 6.1(c)
below.




(b)           If
all or substantially all of the Property, or so much thereof as to cause the
remainder not to be economically feasible to operate, as reasonably determined
by Landlord, should be permanently taken or condemned for any public purpose and
Landlord terminates all similarly affected leases in the Building that Landlord
has the right to terminate, then Landlord shall have the option of terminating
this Lease as to the affected Leased Premises by notice to Tenant within ten
(10) days from the date of such condemnation or taking.




(c)           If
this Lease is terminated as to such particular Leased Premises as provided in
Sections 6.1(a)
or (b) above,
this Lease shall cease and expire as to such Leased Premises as if the date of
transfer of possession of the Leased Premises, the Property, or any portion
thereof, was the expiration date of this Lease as to such Leased
Premises.




(d)           If
this Lease is not terminated by either Landlord or Tenant as aforesaid, Tenant
shall pay all Rent up to the date of transfer of possession of such portion of
the Leased Premises so taken or condemned and this Lease shall thereupon cease
and terminate with respect to such portion of the Leased Premises so taken or
condemned as if the date of transfer of possession of the Leased Premises was
the expiration date of the Term relating to such portion of the Leased
Premises.  Thereafter, the Annual Basic Rent, and Tenant’s Operating
Expense Share and Tenant’s Tax Share shall be calculated based on the Net
Rentable Area of the Leased Premises not so taken or condemned.  If
any such condemnation or taking occurs and this Lease is not so terminated,
Landlord shall, within sixty (60) days after the date any portion of the
Property is damaged, or the use of any portion of the Property by Tenant and
Tenant’s employees and invitees is impeded, because of such condemnation,
commence to repair the Property (excluding Tenant’s Business Equipment), so that
the remaining portion of the Property, as the case may be, shall constitute a
complete architectural unit, reasonably fit for Tenant’s occupancy and business
as reasonably determined by Tenant and Landlord.  If Landlord fails to
cause such restoration to be substantially completed within one (1) year after
the date Landlord commences such restoration work for any reason other than a
delay caused by an act or omission of Tenant, then Tenant shall have the right
to terminate this Lease by notifying Landlord in writing of such termination
within thirty (30) days after the date that is one (1) year after the date
Landlord commences such restoration work.  The one (1) year period
described in the preceding sentence shall be automatically extended for each day
of delays caused by Force Majeure Events.




52




(e)           In
the event of any condemnation or taking of all or a portion of the Leased
Premises, and in the event of any condemnation or taking of all or a portion of
the Parking Areas or the Property which taking materially adversely affects the
value of or Tenant’s use or enjoyment of the Leased Premises, Tenant, at
Tenant’s expense may, jointly with Landlord, appear, claim, prove and recover,
in proceedings relative to such taking, (i) the value of any fixtures,
furniture, furnishings, leasehold improvements and other personal property that
were condemned but which under the terms of this Lease Tenant is permitted to
remove at the end of the Term, (ii) the unamortized cost of any leasehold
improvements that are not so removable by Tenant at the end of the Term and that
were installed at Tenant’s expense, (iii) the loss of Tenant’s business as the
result of such condemnation and (iv) relocation and moving
expenses.




(f)           If
any taking or condemnation for any public purpose of the Leased Premises or any
portion thereof occurs for one hundred eighty (180) days or less and the portion
of the Leased Premises not so taken is in Tenant’s reasonable judgment
sufficient to allow the conduct of Tenant’s business in the Leased Premises to
substantially the same extent and quantity as before the taking (and Tenant, in
fact, ceases its use of the Leased Premises for business purposes), then it
shall be deemed a temporary taking and this Lease shall continue in full force
and effect except that Annual Basic Rent, Tenant’s Operating Expense Share and
Tenant’s Tax Share shall be calculated based on the Net Rentable Area of the
Leased Premises not so taken, for the period of time that the Leased Premises
are so taken as of the date of transfer of possession of the Leased Premises and
Landlord shall be under no obligation to make any repairs or
alterations.




6.2           Damages from Certain
Causes.  Except as provided in Section 3.1 and Section 6.6, and
subject to Landlord’s obligations to restore, repair and maintain as
specifically provided in this Lease, Landlord shall not be liable or responsible
to Tenant for any loss or damage to any property or person occasioned by theft,
fire, act of God, public enemy, riot, strike, insurrection, war, requisition or
order of governmental body or authority, court order or injunction, or any other
cause beyond Landlord’s control.




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6.3          Casualty
Clause.




(a)           If
at any time during the Term of this Lease, the Leased Premises, the Common
Areas, including the Parking Areas, the Buildings or any systems or equipment
serving the Leased Premises, the Common Areas or the Buildings (collectively,
the “Damaged
Property”) is damaged by fire, earthquake, flood or by any other casualty
of any kind or nature (a “Casualty”) then,
except as hereinafter provided, Landlord shall proceed to rebuild or restore the
Damaged Property at Landlord’s sole cost and expense; provided that, in no
event, shall Damaged Property include, nor shall Landlord or Tenant have any
obligation to rebuild or restore, any of Tenant’s furniture, furnishings,
equipment, trade fixtures or other property owned by Tenant.  If, in
the reasonable opinion of Landlord’s architect as evidenced by a written letter
of certification delivered to Tenant not more than forty-five (45) days
following the Casualty, the Damaged Property cannot be repaired so as to make
the Leased Premises and the Parking Areas tenantable within two hundred seventy
(270) days from the date of notice of Landlord’s architect’s opinion, then
Tenant shall have the right to terminate this Lease as to such property by
notifying Landlord in writing of such termination within thirty (30) days of
receipt of Landlord’s architect’s opinion.  Any failure by Tenant to
deliver such termination notice to Landlord by such thirtieth (30th) day shall
constitute a waiver of Tenant’s right to terminate this Lease pursuant to this
Section 6.3(a)
as a result of such Casualty.




(b)           Landlord
may elect to terminate this Lease as to an affected property on account of a
Casualty by delivering written notice to Tenant within forty-five (45) days
after a Qualified Damage; provided that Landlord also terminates all other
similarly affected tenant leases that Landlord has a right to terminate as a
result of such Casualty.  As used herein, a “Qualified Damage”
shall mean any one or more of the following:




(i)           There
shall be damage to an extent greater than fifty percent (50%) of the replacement
cost of the Building above the foundation, and such damage or destruction shall
be caused by a risk covered by insurance maintained or required to be maintained
(whether or not actually maintained) by Landlord pursuant to this Lease (i.e.,
an “insurable risk”).




(ii)           There
shall be damage, resulting from a risk other than an insurable risk, to an
extent greater than twenty-five percent (25%) of the replacement cost of the
Building above the foundation.




(iii)           Necessary
repairs to the Damaged Property cannot be completed, in the reasonable opinion
of Landlord’s architect, within two hundred seventy (270) days after the
occurrence of such damage, which opinion Landlord shall cause its architect to
deliver to Tenant not more than thirty (30) days after the
Casualty.




(c)           Notwithstanding
any language herein to the contrary, if at the time of any substantial damage to
the Leased Premises from a Casualty, less than one (1) year remains in the Term,
then (i) Landlord shall have the right, in its sole option, to elect not to
rebuild or restore the Damaged Property, such right to be exercised, if at all,
by written notice to Tenant within thirty (30) days after the date of such
Casualty, and (ii) Tenant shall have the right, in its sole option, to terminate
this Lease, such right to be exercised, if at all, within thirty (30) days after
the date of such Casualty or within thirty (30) days after Tenant’s receipt of
Landlord’s notice pursuant to Section 6.3(c)(i)
..




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(d)           If
Landlord is herein required to repair and restore the Property, and Tenant shall
have had, but shall not have exercised, a right of termination as provided at
Section 6.3(a),
Landlord shall use commercially reasonable efforts to commence such repair and
restoration within sixty (60) days following the Casualty.  Landlord’s
architect shall determine the date that Landlord commences the repair and
restoration of the Property and shall notify Tenant of such determination within
thirty (30) days thereof.  Notwithstanding any language herein to the
contrary, if Landlord undertakes but fails to repair and restore the Damaged
Property within the later of (i) one (1) year after the date determined by
Landlord’s architect to be the date Landlord commenced the restoration and
repair work or (ii) the date identified in Landlord’s architect’s opinion given
pursuant to Section
6.3(a) as the date by which Landlord’s architect believed the repair and
restoration to the Damaged Property would be completed (the later such date, the
“Outside Completion
Date”), for any reason other than a delay caused by an act or omission of
the Tenant, then subject to the final sentence of this paragraph, Tenant may
terminate this Lease by delivering written notice to Landlord within thirty (30)
days after the Outside Completion Date, but before the repairs and restoration
to the Damaged Property have been completed.  If Tenant fails to
deliver such notice within such thirty (30) day period, Tenant shall have waived
its right to terminate this Lease on account of the time required to repair such
casualty.  The Outside Completion Date shall be automatically extended
for each day of delays caused by Force Majeure Events (but in no event shall
such Outside Completion Date be extended for more than sixty (60) days by Force
Majeure Events).




6.4           Property
Insurance.  Landlord shall maintain standard fire and extended
coverage insurance, plus, if elected by Landlord, coverage for acts of
terrorism, for each Property, including for the Buildings, Common Areas,
including Parking Areas, Leased Premises and other tenantable areas and on the
improvements and betterments contained therein (excluding Tenant’s and any other
tenant’s furniture, furnishings, equipment, trade fixtures or other property),
in an amount not less than eighty percent (80%) of the full replacement cost
thereof above the foundation.  Upon the request of Tenant, a copy of a
duly executed certificate of insurance reflecting Landlord’s maintenance of the
insurance required under this Section 6.4 shall be
delivered to Tenant.  Said insurance shall be maintained with a
reputable insurance company selected by Landlord and qualified and licensed to
do business in the State in which the Property is located and having a current
Best’s Rating of A+ or better.  All payments for losses thereunder
shall be made solely to Landlord.




6.5           Liability
Insurance.  Landlord and Tenant shall each maintain a policy or
policies of comprehensive general liability insurance with the premiums thereon
fully paid on or before the due dates, issued by and binding upon a reputable
insurance company qualified and licensed to do business in the State in which
the Property is located, with a current Best’s Rating of A+ or
better.  Such insurance shall afford minimum protection (which may be
effected by primary and/or excess coverage) of not less than Three Million
Dollars ($3,000,000.00) for bodily injury or death in any one (1) accident or
occurrence and against property damage.  Notwithstanding anything to
the contrary, so long as Tenant satisfies the Self-Insurance Net Worth Test,
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 Section 6.5, Tenant
shall be deemed to self-insure to the extent of such noncompliance.




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6.6           Hold
Harmless.  Landlord shall not be liable to Tenant, or to
Tenant’s agents, servants, employees, contractors, customers or invitees, for
any damage to person or property to the extent caused by any negligent act or
omission of Tenant, or its agents, servants or employees, and Tenant agrees to
and does hereby indemnify, defend and hold harmless, Landlord and Landlord’s
shareholders, officers and trustees, and its and their respective successors and
assigns, from and against any and all claims, demands, causes of action, fines,
penalties, costs, expenses (including reasonable attorneys’ fees and court
costs), liens or liabilities to the extent caused by (i) any negligent act or
omission of Tenant, or its agents, servants or employees or (ii) any claim for
which Tenant was obligated to obtain insurance, but elected to self-insure as
permitted by Section
6.5.  Tenant shall not be liable to Landlord, or to Landlord’s
agents, servants, employees, contractors, customers or invitees, for any damage
to person or property to the extent caused by any negligent act or omission of
Landlord, or its agents, servants or employees and Landlord agrees to and does
indemnify, defend and hold harmless Tenant and Tenant’s shareholders, officers
and directors, and its and their respective successors and assigns, from and
against any and all claims, demands, causes or action, fines, penalties, costs,
expenses (including reasonable attorneys fees and costs), liens or liabilities
to the extent caused by any negligent act or omission of Landlord, or its
agents, servants or employees.




6.7           WAIVER OF
RECOVERY.  ANYTHING IN THIS LEASE TO THE CONTRARY
NOTWITHSTANDING, LANDLORD AND TENANT EACH HEREBY WAIVES ANY AND ALL RIGHTS OF
RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION, AGAINST THE OTHER, AND ITS AGENTS,
SERVANTS, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES, FOR ANY LOSS
OR DAMAGE THAT MAY OCCUR TO THE LEASED PREMISES, THE PROPERTY OR ANY
IMPROVEMENTS THERETO OR THEREON, OR ANY PROPERTY OF SUCH PARTY THEREIN OR
THEREON, BY REASON OF FIRE, THE ELEMENTS, OR ANY OTHER CAUSE THAT IS INSURED
AGAINST (OR IS INSURABLE, WHETHER OR NOT ACTUALLY INSURED) UNDER THE TERMS OF
STANDARD FIRE AND EXTENDED COVERAGE INSURANCE POLICIES IN THE STATE IN WHICH THE
PROPERTY IS LOCATED, REGARDLESS OF THE AMOUNT OF THE PROCEEDS, IF ANY, PAYABLE
UNDER SUCH INSURANCE POLICIES AND THE CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF
THE OTHER PARTY HERETO, OR ITS AGENTS, OFFICERS, PARTNERS, SHAREHOLDERS,
SERVANTS OR EMPLOYEES, AND COVENANTS THAT NO INSURER SHALL HOLD ANY RIGHT OF
SUBROGATION AGAINST SUCH OTHER PARTY ON ACCOUNT THEREOF.




ARTICLE
VII


DEFAULTS, REMEDIES,
BANKRUPTCY, SUBORDINATION




7.1          Default and
Remedies.




(a)          The
occurrence of any of the following shall constitute an Event of Default (“Event of Default”)
under this Lease on the part of Tenant:




(i)           Failure
to pay any payment of Rent when due (including Annual Basic Rent, Excess Basic
Rent, if any, Tenant’s Operating Expense Share, Tenant’s Tax Share and Above
Standard Services Rent) and such failure to pay continues for a period of ten
(10) days after written notice thereof from Landlord to Tenant; provided that
Landlord shall not be obligated to send written notice of a failure to pay more
than two (2) times in any consecutive twelve (12) month period, or




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(ii)           At
any time that Tenant does not satisfy the Net Worth Test, failure of Tenant to
maintain any policy of insurance that Tenant is required by the terms of this
Lease to maintain and such failure continues for a period of ten (10) business
days after written notice from Landlord to Tenant of such failure, which notice
shall (A) specify the insurance policy which Tenant has failed to maintain and
the provision of this Lease which requires Tenant to maintain such insurance,
and (B) state, in all capital letters and in a prominent place, that the
continuance of such failure to maintain insurance for ten (10) business days
after Tenant’s receipt of such written notice will constitute an Event of
Default under Section
7.1(a) of the Lease, or




(iii)           Tenant
breaches or fails to comply with any term, provision, condition or covenant of
this Lease, other than as described in Section 7.1(a)(i) and
(ii), and such breach or failure continues for thirty (30) days after
written notice from Landlord to Tenant of such breach or failure to comply (or,
if such breach or failure is curable but reasonably cannot be cured within
thirty (30) days, Tenant does not commence to cure such breach or failure
promptly within such thirty (30) day period and continuously and diligently
thereafter pursue such cure and remedy until such breach or failure is remedied;
provided that there shall be a maximum period of one hundred eighty (180) days
after Landlord’s written notice to cure or remedy such default, except that such
maximum cure period shall extended as appropriate for delays caused by Force
Majeure Events.




(b)          Upon
the occurrence of an Event of Default, subject to Section 7.1(e) below,
Landlord shall have the option to do and perform any one or more of the
following in addition to, and not in limitation of, any other remedy or right
permitted it by law or in equity or by this Lease:




(i)           Landlord
may immediately or at any time thereafter, collect all overdue Rent and other
charges payable to Landlord, together with Landlord’s legal fees and costs of
enforcement, with interest at the Applicable Rate from the date such sums were
originally due until the date paid in full.




(ii)           Landlord
may immediately or at any time thereafter re-enter the Leased Premises and
correct or repair any condition which shall constitute a failure on Tenant’s
part to keep, observe, perform, satisfy, or abide by any term, condition,
covenant, agreement, or obligation of this Lease or of the Building Rules now in
effect or hereafter adopted or of any notice given Tenant by Landlord pursuant
to the terms of this Lease, and Tenant shall fully reimburse and compensate
Landlord on demand.




(iii)           Subject
to the limitations expressed in Section 7.1(e),
Landlord, with or without terminating this Lease, may immediately or at any time
thereafter demand in writing that Tenant vacate the Leased Premises and
thereupon Tenant shall immediately vacate the Leased Premises and remove
therefrom all property thereon (other than Non-Removable Improvements) belonging
to or placed in the Leased Premises by, at the direction of, or with consent of
Tenant, whereupon Landlord shall have the right to re-enter and take possession
of the Leased Premises.  Any such demand, re-entry and taking
possession of the Leased Premises by Landlord shall not of itself constitute an
acceptance by Landlord of a surrender of this Lease or of the Leased Premises by
Tenant and shall not of itself constitute a termination of this Lease by
Landlord.




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(iv)           Subject
to the limitations expressed in Section 7.1(e),
Landlord may immediately or at any time thereafter, re-enter the Leased
Premises, and if persons or any of Tenant’s property are then in the Leased
Premises, then, upon prior written notice to Tenant, Landlord may remove
therefrom Tenant and all property belonging to or placed on the Leased Premises
by, at the direction of, or with consent of Tenant, all at Tenant’s
expense.  Any such re-entry and removal by Landlord shall not of
itself constitute an acceptance by Landlord of a surrender of this Lease or of
the Leased Premises by Tenant and shall not of itself constitute a termination
of this Lease by Landlord.




(v)           Subject
to the limitations expressed in Section 7.1(e),
Landlord, without terminating this Lease, may immediately or at anytime
thereafter relet the Leased Premises or any part thereof, for such time or
times, at such rental or rentals and upon such other terms and conditions as
Landlord deems reasonable, and Landlord may make any alterations or repairs to
the Leased Premises that are necessary or proper to facilitate such reletting as
office space; and Tenant shall pay all costs of such reletting, including the
cost of any such alterations and repairs to the Leased Premises and reasonable
attorneys’ fees actually incurred; and Tenant shall continue to pay all Rent due
under this Lease up to and including the date of beginning of payment of rent by
any subsequent tenant of part or all of the Leased Premises, and thereafter
Tenant shall pay monthly during the remainder of the Term the amount, if any, by
which the Rent and other charges reserved in this Lease exceed the rent and
other charges collected from any such subsequent tenant or tenants (net of the
costs Landlord incurred to re-enter and relet the Leased Premises), but Tenant
shall not be entitled to receive any excess of any such rents collected over the
Rent reserved herein.  Landlord hereby agrees to use its commercially
reasonable efforts to relet the Leased Premises to mitigate or otherwise reduce
the damages for which Tenant may be liable hereunder, but only to the extent
required under applicable law in the state in which the Building is located;
provided that in no event shall Landlord’s leasing or attempted leasing of other
space in the Building instead of the Leased Premises, in and of itself, violate
the provisions of the preceding sentence.  Any such reletting may be
for such rent, for such time, and upon such terms as the Landlord, in the
Landlord’s good faith discretion, shall determine to be commercially
reasonable.  Landlord shall be deemed to have exercised commercially
reasonable efforts to relet the Leased Premises so long as Landlord or
Landlord’s agents employ marketing methods and procedures substantially similar
to marketing methods and procedures used by Landlord or Landlord’s agents to
market and lease vacant space in other buildings, which are similar in nature
and quality to the Building, owned by Landlord or an affiliate of
Landlord.




(vi)           Subject
to the limitations expressed in Section 7.1(e),
Landlord may immediately or at any time thereafter terminate this Lease, and
this Lease shall be deemed to have been terminated upon notice to Tenant of such
termination; upon such termination Landlord shall elect to either recover from
Tenant (A) all damages Landlord may suffer by reason of such termination
including all arrearages in rentals, costs, charges, additional rentals, and
reimbursements, the cost (including court costs and reasonable attorneys’ fees)
of recovering possession of the Leased Premises, the actual or estimated (as
reasonably estimated by Landlord) cost of any alteration of or repair of the
Leased Premises that is necessary or proper to prepare the same for reletting as
office space, or (B) all arrearages in rentals, plus an amount equal to the
excess, if any, of the present value discounted at the Prime Rate of the total
amount of all Rent to be paid by Tenant for the remainder of the Term, over the
present value (discounted at the same rate) of the fair market rental value of
the Leased Premises for the remainder of the Term.




58




(c)           If
Landlord re-enters the Leased Premises or terminates this Lease pursuant to any
of the provisions of this Lease, Tenant hereby waives all claims for damages
that may be caused by such re-entry or termination by Landlord pursuant to the
provisions of this Lease.  Tenant shall and does hereby indemnify and
hold Landlord harmless from any loss, cost (including court costs and attorneys’
fees), or damages suffered by Landlord by reason of such re-entry or termination
unless caused by Landlord’s gross negligence.




(d)           The
exercise by Landlord of any one or more of the rights and remedies provided in
this Lease shall not prevent the subsequent exercise by Landlord of any one or
more of the other rights and remedies herein provided.  Except as
otherwise provided in this Lease, remedies provided for in this Lease are
cumulative and may, at the election of Landlord, be exercised alternatively,
successively, or in any other manner and are in addition to any other rights
provided for or allowed by law or in equity.




(e)           Notwithstanding
the provisions set forth in Sections 7.1(b)(iii)
through (vi),
Landlord may not:




(i)           terminate
this Lease as to any Property or Properties unless either (A) Tenant shall have
failed to pay, without the contractual right to abate or offset as herein
otherwise provided, Rent for such Property or Properties in an amount equal to
or greater than the amount of three (3) months’ Annual Basic Rent then due and
payable with respect to such Property or Properties, 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 as to such
Property or Properties if Tenant fails to promptly pay all overdue Rent for such
Properties or Properties, or (B) Tenant shall fail to comply with any final
order relating to such Property or Properties rendered pursuant to the dispute
resolution procedures outlined in Article XII within
the time periods set forth in such order, or, if no time periods are set forth
therein, then within such time period as is reasonably necessary to promptly and
diligently comply with such order, but not to exceed sixty (60) days, subject to
appropriate extensions for delays caused by Force Majeure Events, and such
failure to comply continues for a period of thirty (30) 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
as to such Property or Properties if Tenant fails to promptly comply with the
requirements of such order; or




(ii)           terminate
this Lease in its entirety unless Tenant shall have failed to pay, without the
contractual right to abate or offset as herein otherwise provided, Rent in an
amount equal to or greater than the amount of three (3) months’ Annual Basic
Rent then due and payable with respect to all Properties 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.




59




(f)           If
Landlord should fail to perform or observe any covenant, term, provision or
condition of this Lease and such default should continue beyond a period of ten
(10) days as to a monetary default or thirty (30) days (or such longer period as
is reasonably necessary to remedy such default; provided Landlord shall
continuously and diligently pursue such remedy at all times until such default
is cured) as to a non-monetary default, after in each instance written notice
thereof is given by Tenant to Landlord (and a copy of said notice is sent
simultaneously therewith to the Notice Parties) (“Landlord Default”),
then, in any such event Tenant shall have the right, (i) to cure or attempt to
cure the Landlord Default (upon twenty-four (24) hours’ notice in the event of
an emergency, notwithstanding the foregoing provisions of this Section 7.1(f)), and
Landlord shall reimburse Tenant for all reasonable sums expended in so curing
the Landlord Default or (ii) to commence such actions at law or in equity to
which Tenant may be entitled.  The exercise by Tenant of any one or
more of the rights and remedies provided in this Lease shall not prevent the
subsequent exercise by Tenant of any one or more of the other rights and
remedies herein provided.  Except as otherwise provided in this Lease,
remedies provided for in this Lease are cumulative and may, at the election of
Tenant, be exercised alternatively, successively, or in any other manner and are
in addition to any other rights provided for or allowed by law or in equity,
including the right to claim that Tenant has been constructively
evicted.




(g)           Notwithstanding
the provisions of Section 7.1(e)
hereof, if Landlord should fail to maintain any policy of insurance which
Landlord is required by the terms of this Lease to maintain and such failure
continues for a period of ten (10) business days after written notice from
Tenant to Landlord and all Notice Parties of such failure, which notice shall
(A) specify the insurance policy which Landlord has failed to maintain and the
provision of this Lease which requires Landlord to maintain such
insurance.  Tenant’s sole and exclusive recourse and remedy for
Landlord’s failure to maintain any such policy of insurance shall be limited to
the limited offset right provided in Section
13.1.




7.2           Insolvency or
Bankruptcy.  The appointment of a receiver to take possession
of all or substantially all of the assets of Tenant, or any general assignment
by Tenant for the benefit of creditors, or any action taken by Tenant under any
insolvency, bankruptcy, or reorganization act, or an involuntary proceeding
against Tenant that is not dismissed or bonded against within one hundred twenty
(120) days after the filing thereof, shall at Landlord’s option, constitute a
breach of this Lease by Tenant.  Upon the happening of any such event
or at any time during the duration of such event, this Lease shall terminate
five (5) days after notice of termination from Landlord to Tenant.  In
no event shall this Lease be assigned or assignable by voluntary or involuntary
bankruptcy or a proceeding in lieu thereof and in no event shall this Lease or
any rights or privileges hereunder be an asset of Tenant under any bankruptcy,
insolvency, or reorganization proceedings.




7.3           Negation of Lien for
Rent.  Landlord hereby expressly waives and negates any and all
contractual liens and security interests, statutory liens and security interests
or constitutional liens and security interests arising by operation of law to
which Landlord might now or hereafter be entitled on all property of Tenant now
or hereafter placed in or upon the Leased Premises, except for judgment liens,
if any.




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7.4           Attorney’s
Fees.  If either party is in default beyond any applicable
grace or notice period in the performance of any of the terms of this Lease and
the other party employs an attorney in connection therewith, the non-prevailing
party agrees to pay the prevailing party’s reasonable attorneys’ and paralegals’
fees and costs, at all levels, before, during and after trial, and on
appeal.




7.5           No Waiver of
Rights.  No failure or delay of Landlord or Tenant in any one
instance to exercise any remedy or power given it herein or to insist upon
strict compliance by Tenant or Landlord of any obligation imposed on it herein
in any other instance and no custom or practice of either party hereto at
variance with any term hereof shall constitute a waiver or a modification of the
terms hereof by such party in any one instance or any right it has herein to
demand strict compliance with the terms hereof by the other party in any other
instance.  No express waiver shall affect any condition, covenant,
rule, or regulation other than the one specified in such waiver and then only
for the time and in the manner specified in such waiver.  No person
has or shall have any authority to waive any provision of this Lease unless such
waiver is expressly made in writing and signed by an authorized officer of
Landlord or Tenant.  No endorsement or statement on any check or
letter accompanying any check or payment as Rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord’s right to recover the balance of such Rent or pursue any other remedy
provided in this Lease.




7.6           Holding
Over.




(a)           Except
as provided in Section
7.6(b), in the event of holding over by Tenant after expiration or
termination of this Lease without the written consent of Landlord, Tenant shall
pay for the entire holdover period as liquidated damages, solely for such
holding over, one hundred fifty percent (150%) of the Annual Basic Rent that
would have been payable if the Lease had not so terminated or expired plus one
hundred fifty percent (150%) of all Rent other than Annual Basic Rent (including
Tenant’s Operating Expense Share and Tenant’s Tax Share) that would have been
payable if this Lease had not so terminated or expired.  Nothing in
this Section
7.6(a) shall be construed as granting Tenant a right to retain possession
of the Leased Premises, or as limiting Landlord’s right to recover possession of
the Leased Premises, after the expiration or termination of this Lease as to
such Leased Premises.




(b)           Notwithstanding
the provisions of Section 7.6(a),
Tenant shall be permitted to holdover in the Leased Premises, or a portion
thereof, for a period of time not to exceed sixty (60) days after the expiration
of the Term (whether the Initial Term or the Term as renewed) if and only if:
(1) Landlord has not already leased the portion of the Leased Premises in which
Tenant is holding over, and (2) Tenant gives Landlord written notice of such
intent to holdover within thirty (30) days prior to the expiration of the Term;
such written notice shall specify the length of time Tenant intends to holdover
and the portion of the Leased Premises in which Tenant intends to
holdover.  If Tenant elects to holdover pursuant to the preceding
sentence, such holdover will be on an AS-IS basis except that the Annual Basic
Rent shall be one-hundred twenty-five percent (125%) of the Annual Basic Rent
applicable to such Leased Premises immediately prior to such
holdover.




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7.7           Subordination.  Landlord
represents and warrants to Tenant that as of the Commencement Date, there is no
ground lease or other superior lease presently encumbering the Leased Premised,
and no mortgage or deed of trust lien presently encumbering the Leased
Premises.  Landlord will provide to Tenant, within thirty (30) days
following the recording of a mortgage or deed of trust encumbering a Property
(the holder thereof, or of a ground lease or other superior lease to which this
Lease may hereafter be subject, being hereafter referred to as an “Interest Holder”), a
non-disturbance agreement in the form attached hereto as Exhibit D or such
other form as shall be reasonably satisfactory to Tenant and such Interest
Holder, and such form in any event shall specifically include provisions that,
in the case of a deed of trust or mortgage, in the event of any foreclosure or
other enforcement under the mortgage or deed of trust, either by judicial
proceeding or by power of sale, or if conveyance or transfer of the Property
shall be made in lieu of foreclosure, or in the case of a lease, in the event of
any termination of the lease for any reason (whether or not because of exercise
by lessor of any right or remedy) or any enforcement of remedies by the lessor
thereof (any such foreclosure or conveyance in lieu of foreclosure, and any such
lease termination or enforcement of lease remedies, being herein referred to as
“Enforcement”),
then this Lease shall not be terminated as a result of such Enforcement, whether
by operation of law or otherwise, but rather, notwithstanding such Enforcement,
and the fact that this Lease is subordinate to the deed of trust mortgage or
lease (as the case may be), this Lease shall continue in full force and effect
as a binding lease agreement between Owner and Tenant in accordance with its
provisions, and the rights of Tenant under this Lease shall not be interfered
with nor disturbed by any party owning the Property or any interest therein as a
result of Enforcement, or such party’s successors and assigns (any such owner,
and its successors and assigns, being herein called “Owner”).  However,
nothing herein shall negate the right of Owner to exercise the rights and
remedies of Landlord under this Lease, including the right to terminate this
Lease as provided herein in the event of a default by Tenant under this Lease,
and as to any default by Tenant under this Lease existing at the time of
Enforcement, such Enforcement shall not operate to waive or abate any action
initiated by Landlord under this Lease to terminate the same on account of such
default.  Tenant agrees to subordinate its interest under this Lease
to any ground lease, mortgage or deed of trust lien hereafter placed on the
Property; provided that as a condition to such subordination, the party to whose
interest Tenant subordinates its interest hereunder shall execute and deliver to
Tenant a subordination, non-disturbance and attornment agreement in the form
attached as Exhibit
D, or in another form otherwise meeting the requirements of this
Section.  Unless and until a subordination, non-disturbance and
attornment agreement is entered into between Tenant and the applicable party,
the holder of any ground or land lease that may now affect any of the Land or
the holder of any mortgage or deed of trust that may now encumber the Property
may elect at any time to cause their interests in the Land or the Property to be
subordinate and junior to Tenant’s interest under this Lease by filing an
instrument in the real property records of the county in which the Building is
located effecting such election and providing Tenant with notice of such
election.




62


7.8           Estoppel
Certificate.  At the request of either Landlord or Tenant, the
other party will execute within ten (10) business days from the date of receipt
of the request, from time to time, an estoppel certificate substantially in the
form attached hereto as Exhibit E 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.




7.9           Subsequent
Documents.  Any provision in this Lease for Tenant or Landlord
to execute estoppel certificates, subordination, non-disturbance or attornment
agreements or other documents pertaining to this Lease, is subject to the
requirements that, except as provided in this Lease or otherwise agreed to, any
such document must involve no diminution of Tenant’s or Landlord’s rights
provided for in this Lease, no additional liability of Tenant or Landlord, and
no cost or expense to Tenant or Landlord; and any estoppel certificate regarding
Lease defaults or breaches shall be limited to the actual knowledge of the
signing representative.




7.10         Interest Holder
Privileges.  In the event of any Landlord’s Default, Tenant
shall give written notice thereof to Landlord and to any Interest Holder whose
address shall have been furnished to Tenant, such notice to be delivered to said
Interest Holder at the same time notice is delivered to
Landlord.  Tenant shall offer such Interest Holder the same
opportunity to cure the default as Landlord is entitled, and Tenant shall
forbear in the exercise of any rights or remedies in the interim.




ARTICLE
VIII


SUBLEASING, ASSIGNMENT,
LIABILITY, AND CONSENTS




8.1           Sublease or Assignment by
Tenant.




(a)           Tenant
shall not (i) assign, convey or otherwise transfer (whether voluntarily, by
operation of law, or otherwise) this Lease or any interest hereunder to any
party other than to an Affiliate or corporate successor of Tenant or (ii) allow
any lien to be placed upon Landlord’s or Tenant’s interest hereunder in and to
the Leased Premises or the Properties or the estates or interests created by
this Lease.




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(b)           Subject
to the provisions of this Section 8.1(b),
Tenant may, at any time during the Term, sublease all or a portion of the Leased
Premises; provided that any sublease for a term of longer than five (5) years,
other than a sublease to an Affiliate or corporate successor of Tenant or to one
or more of Tenant’s vendors for the purpose of allowing such vendors to place
their personnel on-site at Tenant’s premises during the duration of the
vendor/vendee relationship, shall be subject to and contingent upon Landlord’s
right of recapture as provided in this Section
8.1(b).  If Tenant desires to sublet all or any portion of the
Leased Premises to a person or entity other than an Affiliate, corporate
successor or Tenant vendor for a term of longer than five (5) years, Tenant
shall notify Landlord in writing at least twenty (20) days prior to the date on
which Tenant desires such sublease to become effective (hereinafter referred to
in this Section
8.1(b) as the “Transfer Notice”) of
the (i) economic terms of the proposed subletting, (ii) the identity of the
proposed sublessee, (iii) the area proposed to be sublet (hereinafter referred
to as the “Sublet
Space”), and (iv) the use to be made by such sublessee of such Sublet
Space.  The Transfer Notice shall also state in all capital letters
(or other prominent display), that Landlord shall be deemed to have declined to
recapture the Sublet Space and to have approved the sublease if Landlord fails
to respond within twenty (20) days after receipt thereof.  If Landlord
fails to respond to such Transfer Notice within twenty (20) days after receipt
thereof, Landlord shall be deemed to have approved the proposed sublease as set
forth in the Transfer Notice.  Tenant agrees to use its reasonable
efforts to promptly provide any additional information about a proposed sublease
that is reasonably requested by Landlord.  Tenant shall deliver a copy
of any such sublease to Landlord promptly after its execution.  If
Tenant shall fail to consummate the sublease that was the subject of the
Transfer Notice on the same terms as those set forth in the Transfer Notice
within ninety (90) days following the date of the Transfer Notice, then Tenant
shall be obligated to deliver to Landlord a further Transfer Notice in regard to
the proposed sublease, and the process shall be repeated until the sublease
shall be signed within the time and on the terms required, or Landlord shall
elect to recapture the Sublet Space.  If Landlord elects to recapture
the Sublet Space, upon such recapture and Tenant’s surrender and Landlord’s
acceptance of the Sublet Space, (i) Tenant shall be released from its
obligations under this Lease for the remainder of the Term of this Lease as they
relate to the recaptured Sublet Space only, including Tenant’s obligation to pay
Annual Basic Rent and Tenant’s Operating Expense Share and Tenant’s Tax Share as
they relate to the recaptured Sublet Space only, and (ii) Landlord shall pay all
leasing commissions, tenant improvement allowances and other costs associated
with releasing the recaptured Sublet Space and all costs associated with
demising the recaptured Sublet Space for separate occupancy.  No
release of Tenant from its obligations under this Lease as they relate to Sublet
Space recaptured by Landlord as aforesaid shall be deemed an exercise by Tenant
of any Contraction Rights granted to Tenant pursuant to Article
XI.




(c)           Anything
in this Lease contained to the contrary notwithstanding, Tenant shall not have
the right to sublease all of any portion of the Leased Premises to an
organization or person enjoying sovereign or diplomatic immunity.




(d)           Each
sublessee must fully observe all covenants of this Lease applicable to the
Sublet Space, and no consent by Landlord to a sublease shall be deemed in any
manner to be a consent to a use not permitted under this
Lease.  During the occurrence of an Event of Default by Tenant
hereunder, Landlord may collect subrentals directly from a sublessee of the
Sublet Space.




(e)           Notwithstanding
the giving by Landlord of its consent or approval to any subletting, assignment
or occupancy as provided in this Section 8.1 or any
language contained in such lease, sublease or assignment to the contrary, except
to the extent this Lease or any obligation or liability of Tenant hereunder is
expressly terminated or released in writing by Landlord, Tenant shall not be
relieved of any of Tenant’s obligations or covenants under this Lease and Tenant
shall remain fully liable hereunder.




(f)           Any
attempted assignment, sublease or other transfer by Tenant in violation of the
terms and covenants hereof shall be void and shall be a breach under Section 7.1(a)(iii),
with respect to which, however, no grace period shall apply.  Any
consent or approval by Landlord to a particular assignment, sublease or other
transfer shall not constitute Landlord’s consent or approval to any other or
subsequent assignment, sublease or other transfer, and any proposed assignment,
sublease or other transfer by an assignee, sublessee or transferee of Tenant or
any other assignee, sublessee or transferee shall be subject to the provisions
hereof as if it were a proposed assignment, sublease or other transfer by
Tenant.




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(g)           Tenant
agrees to reimburse Landlord for reasonable legal fees and costs incurred by
Landlord in connection with Landlord’s consideration of any request by Tenant
for a Subtenant Non-Disturbance Agreement in connection with a Cost Approved
Sublease, it being understood that, if the sublease does not satisfy the
criteria for a Cost Approved Sublease, Landlord may grant or withhold its
approval of the Subtenant Non-Disturbance Agreement in Landlord’s sole
discretion.




(h)           If
(i) Landlord declines its right of recapture and Tenant thereafter enters into a
sublease that satisfies mutually acceptable criteria theretofore established by
Landlord and Tenant or (ii) Tenant obtains Landlord’s prior written approval of
the particular sublease, including the term, the subtenant, the subrent, the
sublease improvement allowances and other material economic and non-economic
terms of the sublease before Tenant enters into the sublease with the third
party subtenant (a subtenant who is neither an Affiliate, corporate successor of
Tenant nor a Tenant vendor); it being understood that, if the sublease does not
satisfy the mutually approved criteria, Landlord may grant or withhold its
approval of the sublease for purposes of this cost reimbursement in Landlord’s
sole discretion (any such sublease, a “Cost Approved
Sublease”), then Landlord shall reimburse Tenant for the unamortized
balance (computed without interest on a straight line basis over the basic term
of the Cost Approved Sublease, excluding renewals) of the actual, documented
leasing commissions and subtenant improvement expenditures made by Tenant in
connection with delivering the Sublet Space to the subtenant pursuant to the
Cost Approved Sublease, calculated and payable as of the date Tenant surrenders
possession of the subject Sublet Space to Landlord.  If so requested
by Landlord, Tenant shall deliver to Landlord, a statement in reasonable detail
itemizing Tenant’s sublease improvement expenditures to the Sublet Space and
such other and further information and documentation regarding the Cost Approved
Sublease as Landlord shall reasonably request.




(i)           Any
provision of the Lease to the contrary notwithstanding, the rights granted to
Tenant pursuant to provisions of Section 1.4 (Options
to Renew), Section
3.4 (Building Identity; Signage; Exclusivity), Article IX (Purchase
and Sale), Article
X (Expansion Rights) and Article XI
(Contraction Rights) are personal to the herein named Tenant and any corporate
successor or permitted assignee of this Lease and such rights may not be
assigned or subleased to, or exercised by, any other person or entity, it being
understood that no assignment of this Lease or subletting of all or a portion of
the Leased Premises shall cancel or void any of the aforesaid rights as they
pertain to the herein named Tenant and any corporate successor permitted
assignee of this Lease.  Tenant shall furnish to Landlord copies of
any and all subleases executed by Tenant within ten (10) business days following
the date such sublease is by its terms effective and whether such sublease is a
Cost Approved Sublease and, if so, Tenant’s sublease improvement expenditures
incurred in connection therewith.  All subleases shall by their terms
be subject and subordinate to this Lease as amended from time to
time.




(j)           In
any instance in which Landlord shall have the right of recapture but Tenant
shall, in violation of Section 8.1(b),
sublease Sublet Space without first offering the same to Landlord, then without
limitation of Landlord’s rights, Landlord shall have the continuing right of
recapture pursuant to Section 8.1(b) upon
learning of such sublease and so advising Tenant; the twenty (20) day response
period reserved to Landlord under Section 8.1(b) being
deemed tolled until the date Tenant delivers a Transfer Notice in respect of the
Sublet Space and shall run for a period of twenty (20) days
thereafter.  If Tenant shall have subleased the Sublet Space at a
profit (after deduction of Tenant’s reasonable, documented costs of subleasing)
and Landlord thereafter elects to recapture, then Tenant shall be obliged to
compensate Landlord, upon Landlord’s demand, in the full amount of such profit
from the inception of such sublease to the date of recapture.  Except
as provided in this Section 8.1(j),
Tenant shall retain any and all profits on subleasing.




65




8.2           Assignment by
Landlord.  At any time after the Commencement Date, but subject
to the provisions of Section 9.3, Landlord
shall have the right to transfer, assign or convey, in whole or in part, the
Properties of which the Leased Premises are a part, or any portion or portions
thereof, and any and all of its rights under this Lease, and in the event
Landlord transfers, assigns, or conveys its rights and obligations under this
Lease, Landlord shall thereby be released from any future obligations hereunder
and Tenant agrees to look solely to such successor in interest of the Landlord
for performance of such future obligations to the extent such successor in
interest has, by written instrument of which a copy has been delivered to
Tenant, assumed all of the liabilities and obligations of its predecessor in
interest under this Lease accruing from and after the date of such transfer,
assignment or conveyance; the foregoing provision shall not release the
transferring Landlord from any obligation or liability which has not been
assumed by such successor in interest of Landlord.  Except for such
release of the prior Landlord, in no event shall any transfer, assignment or
conveyance affect or otherwise impair the rights of Tenant to accrued self-help,
abatement or other rights and remedies of Tenant hereunder arising out of any
breach of an express warranty or representation of any Landlord contained in
this Lease, the failure of any Landlord to perform any covenant of Landlord
under this Lease or otherwise arising out of this
Lease.  Notwithstanding any other provision of this Lease, except as
expressly provided in Sections 9.3, no
transfer, assignment or conveyance of interest of the transferring Landlord in
all or any part of the Property or the Land shall release or reduce, or
prejudice Tenant’s rights against the transferring Landlord with respect to, any
liabilities or obligations of Landlord which accrued, or relate to any period of
time, prior to the date of such transfer, assignment or conveyance.




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ARTICLE
IX


PURCHASE AND
SALE




9.1           Tenant’s Right of First
Refusal to Purchase.  If at any time during the Initial 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 at any sale incidental
to the exercise of any remedy provided for in any mortgage encumbering a
Building or a Property, or a proposed transaction with an Affiliate of Landlord)
to purchase a Major Property, which Third Party Offer is in all respects
acceptable to Landlord, and if at the time Landlord receives such Third Party
Offer, no Event of Default has occurred hereunder and shall be continuing and
the herein named Tenant, or its Affiliates, shall remain in possession of at
least thirty-five percent (35%) of the Net Rentable Area of such Major Property,
then Landlord shall notify Tenant of such Third Party Offer.  If both
of the conditions enumerated in the previous sentence shall be satisfied,
Landlord shall notify Tenant of such Third Party Offer and for a period of
twenty (20) days after such notice is sent by Landlord, Tenant shall have the
exclusive right to accept Landlord’s offer to purchase Landlord’s interest in
the Major 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 twenty (20) days
after the date of Landlord’s notice. Such purchase shall occur not later than
sixty (60) days following Tenant’s acceptance of Landlord’s offer.  On
the date of such purchase, Landlord shall convey and assign to Tenant, or its
designee, Landlord’s interest in the Major Property in consideration of payment
of the sale price therefor, in accordance and upon compliance with the terms and
conditions of the Third Party Offer, and this Lease shall terminate with respect
to the Leased Premises located in the Major Property conveyed to
Tenant.  If Tenant fails to accept Landlord’s offer within such twenty
(20) day period, then Landlord shall be free to sell the Major Property for a
period of nine (9) months thereafter on the same economic terms and conditions
(or on different terms more favorable to Landlord, as seller) without offering
the Major Property to Tenant.  If Landlord does not convey its
interest in the Major Property within such nine (9) month period, then Tenant’s
rights pursuant to this paragraph shall be reinstated.  In no event
shall the right of first refusal provided in this Section 9.1 apply to any
foreclosure of any Property or the delivery of any deed-in-lieu of foreclosure
and such right of first refusal shall terminate and be of no further force or
effect upon and following a foreclosure or the delivery of a deed-in-lieu of
foreclosure.




9.2           Right of First Offer on
Sale.




(a)           During
the Initial Term, with respect to all Properties that are not Major Properties,
and during each and any Renewal Term, with respect to all Properties for which
Tenant shall have renewed the term hereof in accordance with the provisions of
Section 1.4 of
this Lease (as applicable, a “ROFO Eligible
Property”), so long as no Event of Default shall have occurred hereunder
and be continuing, and for so long as the herein named Tenant, or its
Affiliates, shall remain in possession of at least thirty-five percent (35%) of
the Net Rentable Area of such ROFO Eligible Property (together, the “ROFO Eligible
Conditions”), Tenant shall have the right of  first offer to
purchase such Properties should Landlord determine to sell such ROFO Eligible
Property, as more fully provided below.  In no event shall the right
of first offer provided in this Section 9.2 apply to
any foreclosure of any Property or the delivery of any deed-in-lieu of
foreclosure and such right of first offer shall terminate and be of no further
force or effect upon and following a foreclosure or the delivery of a
deed-in-lieu of foreclosure.




(b)           For
so long as the ROFO Eligible Conditions persist, Landlord shall notice Tenant as
to the offer price as well as other economic terms upon which Landlord wishes to
sell the ROFO Eligible Property, specifying the last date upon which
Landlord  will agree to make settlement on such
sale.  Tenant shall have thirty (30) days following Landlord’s
delivery of such notice within which to respond to such notice. If Tenant does
not accept Landlord’s offer within such thirty (30) day period, Tenant’s rights
under this Section shall lapse and Landlord shall thereafter be free to market
and sell the ROFO Eligible Property upon the same economic terms and for the
price stated in the offer for a period of nine (9) months; provided that if
Landlord fails to execute a definitive agreement to sell the ROFO Eligible
Property within nine (9) months following the date of Landlord’s original notice
to Tenant or, within such nine (9) month period, Landlord desires to sell the
ROFO Eligible Property for a purchase price or on  economic conditions
that are less than the offer price and conditions previously identified to
Tenant, Landlord shall re-offer the ROFO Eligible Property to Tenant as set
forth above.




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9.3           Separate
Lease.  If Landlord either (a) conveys a Property to a party
that is not an Affiliate of Landlord after complying with the provisions of
Sections 9.1
and 9.2, to the
extent that the same are applicable, or (b) conveys a Property at which Tenant’s
Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of
FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a
Separate Lease with the new owner of the Property, as landlord, which Separate
Lease shall relate solely to the conveyed Property and shall (i) be for the same
Term, including Renewal Terms, as would otherwise pertain under this Lease (any
such Separate Lease, a “Continuing Term Separate
Lease”) or, at Tenant’s election and/or Landlord’s election, but, if at
Landlord’s election, subject to disapproval by Tenant in Tenant’s sole
discretion, an initial term of five (5) years, with renewal terms of five (5)
years each through the Expiration Date (any such Separate Lease, a “Five Year Term Separate
Lease”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if
any, and Additional Rent as would otherwise be payable under this Lease
(regardless of whether the Separate Lease is a Continuing Term Separate Lease or
a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms
and conditions as set forth in this Lease, except that (A) if the Contraction
Premises are located in a Property that is subject to a Continuing Term Separate
Lease, Tenant shall exercise the Contraction Rights granted to Tenant under
Article XI by
entering into a Contraction Assignment (if the Contraction Premises constitutes
all of the Leased Premises at the Property) or a Contraction Sublease (if the
Contraction Premises constitutes a portion, but less than all, of the Leased
Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG
and (B) Tenant shall have no Contraction Rights under Article XI for any
Properties subject to Five Year Term Separate Leases.  Immediately
upon the execution of a Separate Lease for a Property by the new owner of the
Property and Tenant, this Lease shall terminate with respect to such Property
and the Separate Lease shall in all aspects be controlling, except for FSG’s
obligation to enter into a Contraction Assignment or a Contraction Sublease, as
applicable, to effectuate Tenant’s exercise of Contraction Rights for any
Property subject to Continuing Term Separate Leases, which obligation of FSG
shall continue so long as Tenant continues to have Contraction Rights under this
Lease.  Notwithstanding the foregoing, in no event shall Tenant’s
right to elect (without Landlord’s approval) a Five Year Term Separate Lease as
provided in this Section 9.3 apply to
any foreclosure of any Property or the delivery of any deed-in-lieu of
foreclosure and Tenant’s right to elect (without Landlord’s approval) a Five
Year Term Separate Lease shall terminate and be of no further force or effect
upon and following a foreclosure or the delivery of a deed-in-lieu of
foreclosure.




ARTICLE
X


EXPANSION
RIGHTS




10.1           Quarterly Availability
Reports.  Landlord shall advise Tenant in writing (each such
writing, a “Quarterly
Availability Report”) on or about February 10, May 10, August 10 and
November 10 during each year of the Initial Term of this Lease of all space then
available for leasing in the Properties and in all other properties then owned
by Landlord and all other  wholly-owned Affiliates of FSG (any such
properties not owned by Landlord being hereinafter referred to as an “Affiliate Owned
Property”).  Each Quarterly Availability Report shall list (a)
the location of the Property or Affiliate Owned Property at which the space is
available, (b) the approximate Net Rentable Area of the available space at each
property, (c) the anticipated date of availability and (d) the approximate base
rent and estimated additional rent (and other charges) to be paid
therefor.  Landlord will use commercially reasonable efforts to
provide accurate information in the Quarterly Availability Reports, but Tenant
acknowledges and agrees that Landlord does not and shall not represent or
warrant the accuracy or completeness of the information contained in such
reports or that any space identified as available for leasing in a report shall
be available if, as and when Tenant desires to lease such space.  In
no event shall Landlord have any liability to Tenant for any inaccurate or
incomplete information set forth in a Quarterly Availability Report or shall any
failure by Landlord to timely deliver a Quarterly Availability Report to Tenant
constitute a Landlord Default under this Lease or provide Tenant with any right
or remedy against Landlord or any other person other than an action to
specifically enforce Landlord’s obligations under this Section
10.1.




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10.2         Tenant’s Expansion
Notice.




(a)           If
Tenant shall desire to lease available space at a Property or an Affiliate Owned
Property, Tenant shall notify Landlord of such interest (any such notification,
a “Tenant’s Expansion
Notice”) and identify (a) the Property or the Affiliate Owned Property in
which Tenant desires to lease additional space, (b) the approximate Net Rentable
Area of the expansion space desired by Tenant, (c) the date by which Tenant
desires to occupy the expansion space and (d) whether Tenant is committing, in
advance of receiving the Landlord Expansion Response, to lease the space
identified in the Tenant Expansion Notice if and when available (any such space,
“Pre-Committed
Space”) subject to Tenant’s acceptance of Landlord’s determination of the
Fair Market Rental Value of such Pre-Committed Space.  Tenant
Expansion Notices may also include, or be combined with, Contraction Rights
Exercise Notices, as provided in Article XI.




(b)           Tenant
acknowledges that Landlord’s Quarterly Availability Reports shall not identify
the Purchase Agreement Vacate Space as available for leasing until after Tenant
vacates and surrenders possession of such space to Landlord as provided in the
Purchase Agreement.  Accordingly, if Tenant desires to lease Purchase
Agreement Vacate Space as Leased Premises hereunder, Tenant shall notify
Landlord in writing within the time period specified in the Purchase Agreement
of the Purchase Agreement Vacate Space that Tenant desires to lease and whether
Tenant desires to add such space to the Leased Premises as Short Term Expansion
Space or Coterminous Expansion Space as herein provided.  In the event
Tenant elects to add all or any portion of the Purchase Agreement Vacate Space
to the Leased Premises as Coterminous Expansion Space, Landlord and Tenant shall
re-calculate and confirm the Termination Rights available to Tenant under Section
11.5.




10.3           Landlord Expansion
Response.  Landlord shall, within fifteen (15) days following
Landlord’s receipt of a Tenant Expansion Notice notify Tenant (any such
notification, a “Landlord Expansion
Response”) if the space identified in Tenant’s Expansion Notice is
available for leasing and, if so, (a) the location, approximate Net Rentable
Area and configuration of the potential expansion space, (b) the date by which
Landlord anticipates that the potential expansion spaces will become available
and (c) Landlord’s opinion of the Fair Market Rental Value of the available
potential expansion space.  If no potential expansion space that
satisfies Tenant’s criteria is available, the Landlord Expansion Response shall
so state.




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10.4           Expansion Space
Leases.  Subject to the limitations expressed in Section 10.6, Tenant
shall have the right and option (“Expansion Rights”) to
lease all or a portion of the space available for leasing in the Properties and
in Affiliate Owned Properties as either Coterminous Expansion Space or Short
Term Expansion Space, as Tenant may elect, on the terms and conditions set forth
in this Article
X; provided that all Expansion Space leased (a) during any Renewal Term
and (b) in any Affiliate Owned Property shall, regardless of Tenant’s election,
be regarded as Short Term Expansion Space.  Tenant shall exercise an
Expansion Right by written reply to a Landlord Expansion Response (any such
timely reply, an “Expansion Space
Acceptance”), which shall specify, with particularity, (a) the location,
approximate Net Rentable Area and configuration of the space described in the
Landlord Expansion Response that Tenant desires to lease, (b) whether Tenant
desires to lease such space for a term that is coterminous with the Term of this
Lease (“Coterminous
Expansion Space”) or for a term of five (5) years (“Short Term Expansion
Space”) and (c) whether Tenant agrees with Landlord’s opinion of the
Fair  Market Value of the space that Tenant desires to lease or if
Tenant desires to have the same determined by appraisal as provided in Sections 1.4(d) and
(e).  All
space for which Tenant timely exercises an Expansion Right, either as
Coterminous Expansion Space or Short Term Expansion Space, shall be referred to
as “Expansion
Space”.




(a)           Purchase
Agreement Vacate Space that Tenant elects to add to the Lease Premises under
this Lease as Coterminous Expansion Space shall be added on the same terms and
conditions as apply to all other Leased Premises as then demised hereunder so
that (i) the Annual Basic Rent payable for the Purchase Agreement Vacate Space
shall be the same as the Annual Basic Rent payable for all other Leased Premises
(except Short Term Expansion Space), calculated as the Net Rentable Area of the
Purchase Agreement Vacate Space multiplied by the Annual Basic Rent Factor and
(ii) the Term of this Lease with respect to the Purchase Agreement Vacate Space
shall be coterminous with the Term of this Lease for all other Leased Premises
(except Short Term Expansion Space) in the Property in which the Purchase
Agreement Vacate Space are located, including any Renewal Terms, as Tenant may
elect; provided that such Coterminous Expansion Space shall not (x) generate
Relocation Rights under Section 11.3 if the
Purchase Agreement Vacate Space is added to the Leased Premises hereunder while
Tenant is in possession thereof or within ten (10) business days following the
date on which Tenant surrenders possession of such space to Landlord in
conformity with the requirements of Section 11 of the
Purchase Agreement or (y) constitute Expansion Space for which Tenant shall at
any time be obligated to pay Excess Basic Rent under Section
10.5.




(b)           Coterminous
Expansion Space (other than Purchase Agreement Vacate Space) shall be added as
Leased Premises under this Lease on the same terms and conditions as apply to
all other Leased Premises as then demised hereunder so that (i) the Annual Basic
Rent payable for the Coterminous Expansion Space shall be the same as the Annual
Basic Rent payable for all other Leased Premises (except Short Term Expansion
Space), calculated as the Net Rentable Area of the Coterminous Expansion Space
multiplied by the Annual Basic Rent Factor and (ii) the Term of this Lease with
respect to the Coterminous Expansion Space shall be coterminous with the Term of
this Lease for all other Leased Premises (except Short Term Expansion Space) in
the Property in which the Coterminous Expansion Space are located, including any
Renewal Terms, as Tenant may elect.  For each square foot of Net
Rentable Area of Coterminous Expansion Space (other than Purchase Agreement
Vacate Space) added to the Leased Premises by Tenant, Tenant shall receive and
be permitted to exercise Relocation Rights as provided in Article XI on
Contraction Premises containing up to the same Net Rentable Area; provided that
Relocation Rights created by adding any particular Coterminous Expansion Space
may only be exercised, if at all, by Tenant’s delivering a Contraction Rights
Exercise Notice to Landlord  during the eighteen (18) month period
following the date on which such Coterminous Expansion Space was added to the
Leased Premises and Tenant began paying Rent thereon (such period for each
Coterminous Expansion Space, as applicable, the “Relocation Rights Exercise
Period”).




70




(c)           Short
Term Expansion Space (including any Purchase Agreement Vacate Space) shall be
added as Leased Premises under this Lease on the same terms and conditions as
apply to all other Leased Premises as then demised hereunder, except that (i)
the Annual Basic Rent payable for the Short Term Expansion Space shall be the
Fair Market Rental Value of the Short Term Expansion Space, determined by
appraisal as provided in Sections 1.4(d) and
(e), (ii) the
Term of this Lease with respect to the Short Term Expansion Space shall be the
lesser of (A) five (5) years or (B) the then remaining balance of the Term for
the remainder of the Leased Premises in the Property in which the Short Term
Expansion Space are located, (iii) Tenant shall have the right, exercisable by
written notice to Landlord not less than twelve (12) months prior to the
expiration of the then current Term for the Short Term Expansion Space, to renew
the Term for the Short Term Expansion Space for one or more periods, as Tenant
may elect, each equal to the lesser of (A) five (5) years or (B) the then
remaining balance of the Term for the remainder of the Leased Premises in the
Property in which the Short Term Expansion Space are located, (iv) the Annual
Basic Rent payable in respect of the Short Term Expansion Space during any
renewal Term shall be the Fair Market Rental Value of the Short Term Expansion
Space, determined as of the date of Tenant’s renewal notice by appraisal as
provided in Sections
1.4(d) and (e), (v) Tenant shall
not be permitted to exercise Contraction Rights under this Lease with respect to
any Short term Expansion Space and (vi) Short Term Expansion Premises leased by
Tenant under this Lease shall constitute “Qualifying Expansion Premises” under
the URR Agreement.




(d)           Tenant
shall accept all Expansion Space in its “AS - IS” condition, and Rent for all
Expansion Space shall commence on the earlier of (i) the date Tenant commences
business operation in such Expansion Space or (ii) ninety (90) days following
the date on which Landlord delivers such Expansion Space to Tenant free from the
rights of other tenants and occupants.  Tenant shall pay all costs
incident to Tenant’s relocation to, moving into and making the Expansion
Premises ready for Tenant’s use and occupancy, which tenant improvement work
shall be performed by Tenant in conformity with the provisions of Section
5.2.




(e)           Promptly
following Tenant’s timely exercise of an Expansion Right, Landlord and Tenant
shall amend the Lease Supplement for the Property in which the Expansion Space
are located and Exhibit A to this
Lease to reflect the addition of the Expansion Space to the Leased Premises and
to confirm the terms thereof, including the Net Rentable Area of the Expansion
Space, the Annual Basic Rent payable in connection therewith, the Term of
Expansion Space, the change to Tenant’s Occupancy Percentage resulting from the
addition of the Expansion Space and the Fair Market Rental Value of any
Coterminous Expansion Space for purposes of calculating Excess Basic Rent, if
any, determined by appraisal as provided in Sections 1.4(d) and
(e).  If
the Expansion Space is located in an Affiliate Owned Property, FSG shall cause
the Affiliate that owns such property to enter into a separate lease for the
Expansion Space with Tenant on the terms and conditions herein set forth and, to
the extent applicable, substantially in the form of this Lease.




(f)           Tenant’s
right to lease less than all of the space identified in the Landlord Expansion
Response shall be qualified by the requirement that, if Tenant desires to lease
less than full floor in a Building, any available space on such partial floor
that is not leased by Tenant must have a size and configuration, as reasonably
agreed by Landlord and Tenant, that makes it readily leaseable to third party
tenants.




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10.5           Excess Basic Rent;
Recalculation of Termination Rights.  Promptly following the
expiration of the Relocation Rights Exercise Period for each Coterminous
Expansion Space (other than Purchase Agreement Vacate Space), Landlord shall
determine whether Tenant has exercised, in whole or in part, the Relocation
Rights created by adding such Coterminous Expansion Space to the Leased Premises
and, if so, the Net Rentable Area of the Contraction Premises so
terminated.  If the aggregate Net Rentable Area of the Contraction
Premises terminated from this Lease as a result of Tenant’s exercise of the
Relocation Rights created by a particular Coterminous Expansion Space is less
than the Net Rentable Area of such Coterminous Expansion Space (the Net Rentable
Area of any such deficiency, the “Unused Relocation Rights
Area”), and if the Fair Market Rental Value of such Coterminous Expansion
Space (determined as provided in Section 10.4 and
calculated on a cost per Net Rentable Area basis) is greater than the Annual
Basic Rent Factor at the time such Coterminous Expansion Space is added to the
Leased Premises (the amount of any such excess, expressed in cost per Net
Rentable Area, the “FMRV Increment”),
Tenant shall pay Landlord additional basic rent (“Excess Basic Rent”)
during the Initial Term of this Lease for such Coterminous Expansion Space,
calculated as the Unused Relocation Rights Area for such Coterminous Expansion
Space multiplied by the FMRV Increment for such Coterminous Expansion
Space.  The Excess Basic Rent payable by Tenant during the Relocation
Rights Exercise Period for each Coterminous Expansion Space shall be payable,
lump sum in arrears, at the time Landlord determines that Excess Basic Rent is
payable with respect to such Coterminous Expansion Space.  Thereafter,
and continuing during the remainder of the Initial Term, Excess Basic Rent shall
be payable monthly, in advance, at the same time that Annual Basic Rent is
payable.  Any Excess Basic Rent payable by Tenant shall be increased
by one and one-half percent (1.5%) at the beginning of, as applicable, the
sixth, eleventh and sixteenth Lease Years; provided that the increase following
any period of less than five (5) years shall be pro rata.  In the
event Tenant is required to pay Excess Basic Rent with respect to any
Coterminous Expansion Space as herein provided, effective as of the expiration
of the Relocation Rights Exercise Period for such Coterminous Expansion Space,
Tenant’s aggregate Termination Rights as described in Section 11.5 shall be
increased by an amount equal to the Unused Relocation Rights for such
Coterminous Expansion Rights multiplied by six percent (6%), with such product
multiplied by a fraction, the numerator of which is the number
of  Lease Years remaining when the Relocation Rights Exercise Period
for such Coterminous Expansion Space commenced and the denominator of which is
fifteen (15).




10.6           Subordination of Expansion
Space Rights.  Anything herein contained to the contrary
notwithstanding, Tenant’s Expansion Rights as provided in this Article X are and
shall be subordinate to any rights heretofore or hereafter granted to any other
party with respect to space in any and all Properties and Affiliate Owned
Property.  Landlord and the owners of Affiliate Owned Property may, at
their discretions, lease available space in any and all Properties and Affiliate
Owned Property to any other party on such terms and conditions as they shall
determine, at any time, including after Landlord’s delivery of a Landlord
Expansion Response, but before Landlord’s receipt of an Expansion Space
Acceptance with respect to any Expansion Space.  Landlord and the
owners of Affiliate Owned Property may choose to use any space that is or about
to become vacant within any Property or Affiliate Owned Property for marketing
or property management purposes, without notifying or offering such space to
Tenant, or giving rise to any right of Tenant hereunder.  Nothing
contained in this Article X is
intended, nor may anything herein be relied upon by Tenant, as a representation
by Landlord or any other party as to the availability of expansion space within
any Property or Affiliate Owned Property at any time, and neither Landlord nor
the owner of Affiliate Owned Property shall be obligated to lease any space
identified as available on any Landlord Expansion Response to Tenant unless, at
the time Landlord receives an Expansion Space Acceptance, Landlord or such owner
shall not have entered into a letter of intent or a lease agreement with respect
to the Expansion Space that is covered by the Expansion Space
Acceptance.  Notwithstanding the foregoing, Landlord shall not enter
into a lease or letter of intent for any space identified in a Tenant Expansion
Notice as Pre-Committed Space for a period of thirty (30) days following
Landlord’s receipt of the Tenant Expansion Notice identifying such Pre-Committed
Space.




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10.7           Duration.  Tenant’s
Expansion Rights under this Article X shall
continue throughout the Term until there are fewer than twelve (12) months then
remaining in the Term and Tenant has not exercised any then available Renewal
Option.  Notwithstanding the foregoing, Landlord shall cause all
Separate Leases to include Expansion Rights upon substantially the same the
terms and conditions as are set forth in this Article X; provided
that Expansion Rights in a Separate Lease shall be limited to leasing available
space in the Property subject to such Separate Lease (and not in any other
Property or Affiliate Owned Property) and Five Year Term Separate Leases shall
only grant Tenant the right and option to lease Short Term Expansion
Space.




10.8           Disputes.  Landlord
and Tenant shall endeavor to resolve, in good faith, any disagreement arising as
a result of Tenant's exercise of Expansion Rights under this Article X, failing
which such disagreement shall be resolved in accordance with Article XII; provided
that no disagreement between Landlord and Tenant regarding the contents of
Tenant's Expansion Space Acceptance shall render any otherwise effective
Expansion Space Acceptance ineffective.




ARTICLE
XI


CONTRACTION
RIGHTS




11.1           Contraction
Rights.  Subject to the terms and conditions of this Article XI, during
the Initial Term of this Lease (but not during any Renewal Terms), Tenant shall
have the right and option (“Contraction Rights”)
to terminate this Lease from time to time with respect to portions of the Leased
Premises (excluding any Short Term Expansion Space) and/or to terminate a
Continuing Term Separate Lease with respect to portions of the premises leased
under such Continuing Term Separate Lease (excluding any Short Term Expansion
Space), as Tenant may elect, either by exercise of Relocation Rights, Early
Termination Rights or Termination Rights on the following terms and
conditions.




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11.2           Contraction Rights Exercise
Notice.  Tenant shall exercise a Contraction Right by written
notice to Landlord (any such notice, a “Contraction Rights Exercise
Notice”), which shall specify, with particularity, (a) the location,
approximate Net Rentable Area and configuration of the portions of the Leased
Premises (excluding any Short Term Expansion Space) and/or portions of the
premises leased under Continuing Term Separate Leases (excluding any Short Term
Expansion Space) that Tenant desires to vacate and to terminate this Lease
and/or a Continuing Term Separate Lease with respect to (such space, the “Contraction
Premises”), (b) whether Tenant desires to exercise its Contraction Rights
for the Contraction Premises as a Relocation Right, an Early Termination Right
or a Termination Right or a combination thereof (and, if a combination, the Net
Rentable Areas covered by each such form of Contraction Right), (c) the
approximate date on which Tenant shall vacate and surrender possession of the
Contraction Premises to Landlord, which date shall be no earlier than sixty (60)
days following the date of Tenant’s Contraction Rights Exercise Notice for
Relocation Rights and Termination Rights and no earlier than fifty-six (56)
weeks following the date of Tenant’s Contraction Rights Exercise Notice for
Early Termination Rights (except that a Tenant’s Contraction Rights Exercise
Notice for Early Termination Rights effective as of the last day of the second
Lease Year may be given up to one hundred twenty (120) days prior to the desired
vacation and surrender date), (d) Tenant’s determination of the reduction in
Rent payable under this Lease and/or Continuing Term Separate Leases that will
result from Tenant’s desired surrender of the Contraction Premises and (e) for
Early Termination Rights only, the required Early Termination Fee.  If
Tenant’s Contraction Rights Exercise Notice indicates that Tenant desires to
exercise a Relocation Right and, on the date of the Contraction Rights Exercise
Notice, Tenant does not have available Relocation Rights sufficient to cover the
Net Rentable Area of the Contraction Premises to be terminated by Relocation
Rights, Tenant’s Contraction Rights Exercise Notice shall nevertheless be
effective as to the entire Contraction Premises identified therein and Tenant
shall vacate and surrender possession of such entire Contraction Premises to
Landlord, but, on the Contraction Premises Surrender Date, Tenant’s obligation
to pay Rent on the Contraction Premises shall terminate as provided in Section 11.6 only as
to the number of square feet of Net Rentable Area that Tenant has available
Relocation Rights to cover and Tenant shall continue to pay Rent on (but, after
the Contraction Premises Surrender Date, shall not have any possessory rights
in) the excess portion of the Contraction Premises until the earlier of the date
on which (i) Tenant generates the necessary Relocation Rights by adding
sufficient additional Coterminous Expansion Space to the Leased Premises and
beginning to pay Rent thereon or (ii) Tenant notifies Landlord in writing that
Tenant desires to exercise available Termination Rights on the excess
Contraction Premises.  The approximate Net Rentable Area of the
Contraction Premises shall be as identified by Tenant in Tenant’s Contraction
Rights Exercise Notice, subject to final measurement by Landlord in conformity
with the Measurement Standard.  Tenant may exercise available
Contraction Rights on whole or partial floors at any Property, as Tenant may
elect; provided that if Tenant elects to exercise Contraction Rights on less
than full floor in a Building, any such partial floor Contraction Premises shall
have a size and configuration, as reasonably agreed by Landlord and Tenant, that
makes it readily leaseable to third party tenants.




11.3           Relocation
Rights.  Subject to the terms and conditions of this Article XI, during
the Initial Term of this Lease (but not during any Renewal Terms), Tenant shall
have the right from time to time to exercise Contraction Rights by surrendering
to Landlord Contraction Premises containing the same or less Net Rentable Area
as the Net Rentable Area of Coterminous Expansion Space added to the Leased
Premises by Tenant (such rights, “Relocation Rights”);
provided that Tenant shall only be permitted to exercise Relocation Rights
during the Relocation Rights Exercise Period for the Coterminous Expansion Space
that created the applicable Relocation Rights.




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11.4           Early Termination
Rights.  Subject to the terms and conditions of this Article XI, during
the Initial Term of this Lease (but not during any Renewal Terms), Tenant shall
have the right from time to time to exercise Contraction Rights by surrendering
to Landlord Contraction Premises containing up to four hundred thousand
(400,000) square feet of Net Rentable Area, in the aggregate (such rights,
“Early Termination
Rights”); provided that (a) until the expiration of the second Lease
Year, Tenant may not exercise any Early Termination Rights and (b) prior to the
expiration of the third Lease Year, Tenant shall only be permitted to exercise
Early Termination Rights by sending Contraction Rights Exercise Notices to
Landlord on Contraction Premises containing Net Rentable Area of up to two
hundred thousand (200,000) square feet of Net Rentable Area, in the
aggregate.  Tenant’s Contraction Rights Exercise Notice for Early
Termination Rights shall only be effective if accompanied by a payment in the
amount of the Early Termination Fee for the Contraction Premises identified in
such notice.  In the event that the Contraction Premises Surrender
Date for all or any portion of the Contraction Premises occurs after the
anticipated date of termination as stated in the Contraction Rights Exercise
Notice, promptly following the Contraction Premises Surrender Date for such
Contraction Premises Landlord and Tenant shall re-calculate the Early
Termination Fee for the Contraction Premises using the actual Contraction
Premises Surrender Date, and Tenant shall pay any additional Early Termination
Fee amount to Landlord within twenty (20) days following such
determination.




11.5           Termination
Rights.  Subject to the terms and conditions of this Article XI, Tenant
shall have the right, exercisable at any time after the expiration of the sixth
month of the fourth Lease Year and prior to the expiration of the Initial Term,
to exercise Contraction Rights by surrendering to Landlord Contraction Premises
containing up to Two Hundred Eighty-Two Thousand Eight Hundred Sixty (282,860)
square feet of Net Rentable Area (i.e., six percent (6%) of Net Rentable Area of
the Leased Premises plus the Exchange Space on the Commencement Date), in the
aggregate (such rights, “Termination Rights”);
provided that (a) until the expiration of the sixth month of the fourth Lease
Year, Tenant may not exercise any Termination Rights and (b) prior to the
expiration of the sixth month of the ninth Lease Year, Tenant shall only be
permitted to exercise Termination Rights by sending Contraction Rights Exercise
Notices to Landlord on Contraction Premises containing Net Rentable Area of up
to One Hundred Forty-One Thousand Four Hundred Thirty (141,430) square feet of
Net Rentable Area (i.e., three percent (3%) of Net Rentable Area of the Leased
Premises plus the Exchange Space on the Commencement Date), in the
aggregate.




11.6           Contraction Premises
Rent.  Annual Basic Rent, Excess Basic Rent, if any, and
Additional Rent for the Contraction Premises shall continue to be due and
payable until the later of (a) sixty (60) days following the date of Tenant's
Contraction Rights Exercise Notice for such Contraction Premises for Relocation
Rights and Termination Rights and fifty-six (56) months following the date of
Tenant’s Contraction Rights Exercise Notice for Early Termination Rights (except
that a Tenant’s Contraction Rights Exercise Notice for Early Termination Rights
effective as of the last day of the second Lease Year may be given up to one
hundred twenty (120) days prior to the desired vacation and surrender date) or
(b) the date on which Tenant shall vacate and surrender possession of the
Contraction Premises to Landlord as provided in Section 4.1 (the
later such date, the "Contraction Premises
Surrender Date").  Tenant shall bear all costs and expenses
incident to vacating and surrendering the Contraction Premises in the condition
required by this Article
XI.  Promptly following the Contraction Premises Surrender
Date, Landlord and Tenant shall amend the Lease Supplement for the Property in
which the Contraction Premises are located and Exhibit A to this
Lease to reflect the termination of the Contraction Premises from the Leased
Premises and to confirm the terms thereof, including the reduction in the Net
Rentable Area of the Leased Premises, the reduction in Annual Basic Rent and the
change to Tenant’s Occupancy Percentage at the Contraction
Premises.




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11.7          Surrender; Contraction
Premises Demising Work.  Tenant shall remove all of Tenant’s
personal property from the Contraction Premises on or before the Contraction
Premises Surrender Date.  In the event Tenant fails to remove its
personal property from the Contraction Premises by such date, Landlord shall
have the right to remove and dispose of the same at Tenant’s
expense.  Tenant shall deliver the Contraction Premises to Landlord in
the condition as it was required to be maintained by Tenant under this Lease,
reasonable wear and tear and Demising Work, if any, excepted, and subject to the
provisions of Section
5.3 and Article
VI.  Any failure by Tenant to vacate and surrender possession
of the Contraction Premises in conformity with the requirements of this Article XI prior to
expiration of the Contraction Premises Surrender Date shall entitle Landlord to
exercise the rights and remedies expressed in Section
7.6.  As expeditiously as possible following the Contraction
Premises Surrender Date, Tenant shall perform, at Tenant's sole cost and
expense, any Demising Work required at the Property in which the Contraction
Premises are located as provided in Section 5.7.If Tenant fails to
expeditiously commence and complete any Demising Work or if Landlord needs to
accelerate completion of all or a portion of the Demising Work at a Property to
accommodate Landlord’s leasing of space to third party tenants, Landlord shall
have the right, but not the obligation, to complete, at Tenant’s sole cost and
expense, all or a portion of the unfinished Demising Work.




11.8          Duration.  Any
Contraction Rights under this Article XI, including
Relocation Rights, Early Termination Rights and Termination Rights, that remain
unexercised on the last day of the Initial Term shall automatically, and without
further action of Landlord or Tenant, become null and void, and Tenant shall
have no Contraction Rights during any Renewal Term.  Relocation Rights
created by adding any particular Coterminous Expansion Space may only be
exercised, if at all, during the Relocation Rights Exercise Period for such
Coterminous Expansion Space.




11.9          Disputes.  Landlord
and Tenant shall endeavor to resolve, in good faith, any disagreement arising as
a result of Tenant's exercise of Contraction Rights under this Article XI, failing
which such disagreement shall be resolved in accordance with Article XII; provided
that no disagreement between Landlord and Tenant regarding the contents of
Tenant's Contraction Rights Exercise Notice shall render any otherwise effective
Contraction Rights Exercise Notice ineffective.




ARTICLE
XII


DISPUTE
RESOLUTION




12.1         Approval Procedure; Dispute
Resolution.




(a)           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”).




76




(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.




12.2          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:




(a)           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, on an alternating basis, Philadelphia, Pennsylvania or
Charlotte, North Carolina (or in such other cities as Landlord and Tenant shall
elect, on an alternating basis).  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.




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(b)           If
the dispute or controversy involves the granting, withholding or conditioning of
consent or approval of a matter described in Sections 2.4
(Budget), 3.1(b) (Supplemental
HVAC), 3.4
(Signage), 3.5
(Communications Equipment), 5.2 (Alterations),
5.7 (Demising
Work), 5.8
(Art) and 8.1
(Subletting) hereof (collectively, the “Approval Matters”) 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.  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 Section
12.2(b).  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.




(c)           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 is 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 Section
12.2(c).  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.




(d)           Notwithstanding
the foregoing, this Article XII 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.




12.3         Conduct of the
Arbitration.  Arbitration proceedings hereunder shall be
subject to the following additional provisions:




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




78




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




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




(d)           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;




(e)           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;




(f)           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;




(g)           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.




(h)           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.




12.4         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 AAA under the AAA’s
commercial arbitration rules then in effect.




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12.5          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
Sections
12.2(d) or 13.1, 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
attorney’s fees, to be paid by the party against whom enforcement is
ordered.




ARTICLE
XIII


TENANT
REMEDIES




13.1          Limited
Offset.  If a Landlord Default occurs and is continuing
hereunder and Tenant elects to cure or attempts to cure the Landlord Default,
and if Landlord fails to reimburse Tenant for such reasonable costs of curing
the Landlord Default within thirty (30) days after Tenant’s submission of an
invoice for such costs together with reasonable supporting documentation, Tenant
may from time to time offset such costs against installments of Annual Basic
Rent in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00) in
any twelve (12) calendar month period.




13.2          Landlord Letter of
Credit.  At the Closing, Landlord shall deliver to Tenant an
irrevocable standby letter of credit substantially in the form attached as Exhibit J hereto
(“Landlord Letter of
Credit”) in the stated amount of Three Million & 00/100 Dollars
($3,000,000.00), with Tenant as the sole beneficiary and issued by a domestic
United States bank satisfactory to Tenant.  If Tenant receives a
final, non-appealable monetary award in (a) a Binding ADR Dispute, (b) a Major
Dispute and neither Landlord nor Tenant timely file suit de novo in a court of
competent jurisdiction appealing the decision in the Major Dispute or (c) a
court of competent jurisdiction (in any such case, an “Award”), and Landlord
fails to pay the Award to Tenant within thirty (30) days after the delivery of a
written decision of the Award to Landlord, Tenant may, at any time thereafter,
draw against the Landlord Letter of Credit, in whole or in part, to satisfy the
Award.  Subject to the provisions of this Section 13.2, Tenant
shall have the unconditional right to draw upon the Landlord Letter of Credit to
satisfy an Award by presenting Tenant’s site draft to the issuing bank as more
fully provided in the Landlord Letter of Credit.  The final expiry
date of the Landlord Letter of Credit shall be one (1) month following the
Expiration Date of this Lease.




80


ARTICLE
XIV


MISCELLANEOUS




14.1          Notices.  Any
notice or other communications required or permitted to be given under this
Lease must be in writing and shall be given or delivered at the addresses
specified in Section
1.1 and sent by certified United States Mail, return receipt requested,
telecopy, or by Federal Express or other nationally recognized overnight courier
service.  Any notice shall be deemed given upon receipt or refusal
thereof. Either party shall have the right to change its address to which
notices shall thereafter be sent and the party to whose attention such notice
shall be directed by giving the other party notice thereof in accordance with
the provisions of this Section 14.1;
provided that such notice of change of address shall become effective only upon
the other party’s actual receipt thereof.  Additionally, each of
Landlord and Tenant may designate one (1) additional address to which copies of
all notices shall be sent.  Additionally, Tenant agrees that copies of
all notices of a Landlord Default hereunder shall also be sent to each Interest
Holder that notifies Tenant in writing of its interest and the address to which
copies of such notices are to be sent.  Notwithstanding anything
contained in this Section 14.1 to the
contrary, any notice regarding a party’s change of address or designation of
additional addressees shall become effective only upon the other party’s actual
receipt thereof.  Any notice or other communication sent by either
party pursuant to this Section 13.1 shall
state, with particularity, by property number, address or other geographic
designation noted on Exhibit A, the
specific Leased Premises involved.




14.2          Brokers.  Tenant
represents that it has not engaged any broker, agent or similar party, other
than TCCS and JLL, with respect to the transactions contemplated by this
Lease.  Tenant agrees to indemnify and hold harmless Landlord from and
with respect to any claims for a brokerage fee, finder’s fee or similar payment
with respect to this Lease which is made by any party (other than TCCS and JLL)
claiming by, through or under Tenant.  Landlord represents that it has
not engaged any broker, agent or similar party with respect to the transactions
contemplated by this Lease.  Landlord agrees to indemnify and hold
harmless Tenant from and with respect to any claims for a brokerage fee,
finder’s fee or similar payment with respect to this Lease which is made by a
party claiming by, through or under Landlord.  TCCS and JLL shall be
paid a commission due, if any, pursuant to the terms of a separate agreement
with such brokers, if, as and when closing shall occur and be completed under
such Purchase Agreement.  Neither TCCS or JLL shall be entitled to
receive a separate commission from Landlord in connection with this Lease or any
amendment, renewal or modification hereof.




14.3          Binding on
Successors.  This Lease shall be binding upon and inure to the
benefit of the legal representatives, successors and assigns of Landlord, and
shall be binding upon and inure to the benefit of Tenant, its legal
representatives, successors, and, to the extent assignment may be approved by
Landlord hereunder, Tenant’s assigns.  Where appropriate the pronouns
of any gender shall include the other gender, and either the singular or the
plural shall include the other.




14.4          Rights and Remedies
Cumulative.  Except as otherwise provided herein, all rights
and remedies of Landlord and Tenant under this Lease shall be cumulative and
none shall exclude any other rights or remedies allowed by law.




14.5          Governing
Law.  This Lease shall in all respects be governed by, and
construed in accordance with, the laws of the State of North Carolina, including
all matters of construction, validity and performance, except laws governing
conflicts of law; provided that to the extent the law of the jurisdiction where
a Property is located requires that the laws of such jurisdiction apply to any
aspect of this Lease, then, to that extent, such laws of such jurisdiction will
also apply to such Property.




81




14.6          Rules of
Construction.  The terms and provisions of this Lease shall not
be construed against or in favor of a party hereto merely because such party is
the “Landlord” or the “Tenant” hereunder or such party or its counsel is the
draftsman of this Lease.




14.7          Authority and
Qualification.  Tenant warrants that all consents or approvals
required of third parties (including its Board of Directors) for the execution,
delivery and performance of this Lease have been obtained and that Tenant has
the right and authority to enter into and perform its covenants contained in
this Lease.  Landlord warrants that all consent or approvals required
of third parties (including its Board of Trustees) for the execution, delivery
and performance of this Lease have been obtained and that Landlord has the right
and authority to enter into and perform its covenants contained in this
Lease.  Landlord and Tenant each also represents and warrants that it
is lawfully doing business in the state in which the Properties are
located.




14.8          Severability.  If
any term or provision of this Lease, or the application thereof to any person or
circumstance, shall to any extent be invalid or 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.




14.9          Quiet
Enjoyment.  Landlord covenants that Tenant shall and may
peacefully and quietly have, hold and enjoy the Leased Premises, subject to the
other terms hereof; provided that Tenant pays the Rent and other sums herein
recited to be paid by Tenant and performs all of Tenant’s covenants and
agreements herein contained.  It is understood and agreed that subject
to the terms of Section 8.2 above,
this covenant and any and all other covenants of Landlord contained in this
Lease shall be binding upon Landlord and its successors only with respect to
breaches occurring during the ownership of Landlord’s interest
hereunder.




14.10        Limitation of Personal
Liability.  Tenant specifically agrees to look solely to
Landlord’s interest in the Properties and the rent and other income derived
therefrom after the date execution is levied for the recovery of any monetary
judgment against Landlord, it being agreed that neither Landlord nor, in any
event, its partners (direct and indirect), shareholders, directors, employees,
representatives and officers shall ever be personally liable for any such
judgment or for any other liability or obligation of Landlord under this Lease
beyond such interest in the Properties.  The provision contained in
the foregoing sentence is not intended to, and shall not, limit any right that
Tenant might otherwise have to obtain injunctive relief against Landlord or
Landlord’s successors in interest or for offset or to prosecute any suit or
action in connection with enforcement of rights hereunder or arising here from
or collection of amounts which may become owing or payable under or on account
of insurance maintained by Landlord.




14.11        Memorandum of
Lease.  Upon the written request of Tenant, Landlord and Tenant
shall enter into a short form of this Lease for the purpose of recording the
same, and shall, at Tenant’s expense, record the same.




14.12        Consents.  Except
where a party is specifically granted herein the right to approve or consent to
a matter in its sole and absolute discretion, whenever in this Lease it is
agreed that a party shall have the right to approve or consent to any matter,
said party shall not unreasonably withhold, condition or delay its consent or
approval.




82




14.13       
Time of the
Essence.  Time is of the essence in this Lease.




14.14        Amendments.  This
Lease may not be altered, changed or amended, except by an instrument in writing
signed by Landlord and Tenant.




14.15        Entirety.  This
Lease embodies the entire agreement between Landlord and Tenant relative to the
subject matter of this Lease and all summaries, proposals, letters and
agreements with respect to the subject matter of this Lease that were entered
into prior to the date of this Lease shall be of no further force and effect
after the date hereof.




14.16        References.  All
references in this Lease to days shall refer to calendar days unless
specifically provided to the contrary.




14.17        Counterpart
Execution.  This Lease may be executed in any number of
counterparts, each of which shall be an original, but such counterparts together
shall constitute one and the same instrument.




14.18        No
Partnership.  Nothing in this Lease creates any relationship
between the parties other than that of lessor and lessee and nothing in this
Lease, whether the computation of rentals or otherwise, constitutes the Landlord
a partner of the Tenant or a joint venturer or member of a common enterprise
with the Tenant.




14.19        Captions.  The
captions and headings used in this Lease are for convenience and reference only
and in no way add to or detract from the interpretation of the provisions of
this Lease.




14.20        Required Radon
Notice.  RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT,
WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT A
HEALTH RISK TO PERSONS WHO ARE EXPOSED TO IT OVER TIME.  LEVELS OF
RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN
FLORIDA.  ADDITIONAL INFORMATION REGARDING RADON TESTING MAY BE
OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT.




14.21        Changes to Properties by
Landlord.  Landlord shall have the right at any time, without
the same constituting an actual or constructive eviction and without incurring
liability to Tenant therefor, to make reasonable changes to the arrangement or
location of entrances or passageways, doors and doorways, corridors, elevators,
stairs, and bathrooms in the Common Areas of any Property so long as access to
the Leased Premises remains comparable to or better than the access to the
Leased Premises available on the Commencement Date, and so long as visibility of
the retail portion(s) of the Leased Premises and Tenant’s exterior signage (if
any) is not adversely affected.  Landlord shall have the right to
close, from time to time, the Common Areas and other portions of the Property
for such temporary periods as Landlord deems legally necessary and sufficient to
evidence Landlord’s ownership and control thereof and to prevent any claim of
adverse possession by, or any implied or actual dedication to, the public or any
party other than Landlord.




83




14.22        Storage
Space.  To the extent that any portion of the Leased Premises
consists of storage space in or about the Property, Tenant shall use the storage
space for storage of files, records, and other personal property only and for no
other purpose.  Tenant shall not store any food (other than canned
items) or perishable goods, flammable materials (other than paper, cardboard, or
normal office supplies), explosives, or any other inherently dangerous material
in the storage space.  Except for elevator service to the floor on
which the storage space is located and lighting for reasonable visibility in the
storage space, Tenant acknowledges and agrees that there shall be no other
services whatsoever provided to the storage space.  Tenant agrees and
understands that no bailment, deposit of goods for safekeeping, warehouse
receipt, bill of lading, or other document of title for the property stored by
Tenant is intended or created hereby and Landlord is not engaged in the business
of storing goods for hire or in the warehouse business.




14.23        WAIVER OF JURY
TRIAL.  LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A
JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE.




14.24        Confidential
Information.  The form of this Lease has been or will be filed
by Landlord with the Securities and Exchange Commission (“SEC”) in compliance
with SEC requirements.  Furthermore, Landlord and Tenant acknowledge
that either party may be required to make public disclosure of material facts
concerning this Lease from time to time in order to satisfy the requirements of
applicable securities or banking laws.  Other than such disclosure
that may be required to comply with applicable laws, the parties agree to treat
as confidential and to use reasonable efforts to prevent the inadvertent
disclosure of proprietary information of either party delivered to the other
pursuant to or in furtherance of the purposes of this Lease; provided that
nothing herein shall be deemed to preclude or impair the ability of either party
to deliver any such information to its attorneys, accountants, lenders,
investors and other such interested parties.




84


IN
WITNESS WHEREOF, the parties hereto have executed this Lease as of the date
aforesaid.




LANDLORD:FIRST
      STATES INVESTORS 5200,
                          LLC,
      a Delaware limited liability
                          companyWitness:By:Name:
      Sonya A. HuffmanTitle:
      Vice PresidentTENANT:BANK
      OF AMERICA, N.A.,a
      national banking associationBy:Name:  Michael
      F. HordTitle:  Senior
      Vice PresidentAttest:By:Name:  Jeffrey
      B. HarroldTitle:  Assistant
      Vice
President




85


LIMITED
JOINDER





The undersigned, being the sole member
of Landlord, for value received and intending to be legally bound hereby, joins
in the execution of this Lease for the limited purposes of (i) agreeing to cause
the Affiliate that owns Affiliate Owned Property to enter into a lease for
Expansion Space in such property with Tenant as provided in Article X and (ii)
agreeing to enter into, or to cause an Affiliate to enter into, Contraction
Assignments and Contraction Subleases with Tenant as provided in Article
XI.





FSG:FIRST
      STATES GROUP, L.P.,a
      Delaware limited partnershipWitness:
                    
                    By:  First
      States Group, LLC,
                      a
      Delaware limited liability company and its
                      sole
      general partnerBy:Name:
      Glenn BlumenthalTitle:
      Senior Vice President&
      Chief Operating
Officer




86
























Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 Project ID
                        
                        Project Description
                        
                        Address
                        
                        City
                        
                        State
                        
                        ZipARBATM000
                        
                        Batesville
      Main Facility
                        
                        250
      S. Broad St.     P.O. Box 2557
                        
                        Batesville,
      AR
                        
                        AR
                        
                        72503ARBATP080
                        
                        Batesville
      Parking
                        
                        College
      & Broad Streets
                        
                        Batesville,
      AR
                        
                        AR
                        
                        72501ARBEN-000
                        
                        Bentonville
                        
                        808
      S Walton Blvd
                        
                        Bentonville,
      AR
                        
                        AR
                        
                        72712ARDOW-010
                        
                        Downtown
      Drive-In
                        
                        511
      Church Street
                        
                        Jonesboro,
      AR
                        
                        AR
                        
                        72401ARMCA-080
                        
                        McAdams
      Parking Lot
                        
                        410
      W. Washington
                        
                        Jonesboro,
      AR
                        
                        AR
                        
                        72401ARMCAT030
                        
                        McAdams
      Trust Building
                        
                        410
      S. Main
                        
                        Jonesboro,
      AR
                        
                        AR
                        
                        72401ARMOUH000
                        
                        Mountain
      Home Main Facility
                        
                        650
      South Street
                        
                        Mountain
      Home, AR
                        
                        AR
                        
                        72653AZRH-J000
                        
                        R.H.
      Johnson Blvd
                        
                        19022
      R.H. Johnson Blvd
                        
                        Sun
      City, AZ
                        
                        AZ
                        
                        85375CAARN-000
                        
                        Arnold
                        
                        1082
      Highway 4
                        
                        Arnold,
      CA
                        
                        CA
                        
                        95223CABAYF000
                        
                        Bay-Fair
      Branch
                        
                        1200
      Fairmont Dr
                        
                        San
      Leandro, CA
                        
                        CA
                        
                        94578CABURB000
                        
                        Burlingame
      Branch
                        
                        400
      El Camino Real
                        
                        Burlingame,
      CA
                        
                        CA
                        
                        94010CACANP100
                        
                        Canoga
      Park Branch
                        
                        22004
      Sherman Way
                        
                        Canoga
      Park, CA
                        
                        CA
                        
                        91303CACOLH000
                        
                        College
      Heights
                        
                        2800
      Oswell Street
                        
                        Bakersfield,
      CA
                        
                        CA
                        
                        93306CADIN-000
                        
                        Dinuba
                        
                        240
      East Tulare Street
                        
                        Dinuba,
      CA
                        
                        CA
                        
                        93618CAEASF100
                        
                        East
      Fresno
                        
                        4445
      East Tulare Street
                        
                        Fresno,
      CA
                        
                        CA
                        
                        93702CAEL-C400
                        
                        El
      Camino-Keily Branch
                        
                        2900
      El Camino Real
                        
                        Santa
      Clara, CA
                        
                        CA
                        
                        95051CAEURM000
                        
                        Eureka
      Main Branch
                        
                        334
      F Street
                        
                        Eureka,
      CA
                        
                        CA
                        
                        95501CAEURM080
                        
                        Eureka
      Main Parking Lot
                        
                        415
      Fourth Street
                        
                        Eureka,
      CA
                        
                        CA
                        
                        95501CAFOL-000
                        
                        Folsom
                        
                        403
      East Bidwell Street
                        
                        Folsom,
      CA
                        
                        CA
                        
                        95630CAFORB000
                        
                        Fort
      Bragg Branch
                        
                        228
      North Main Street
                        
                        Fort
      Bragg, CA
                        
                        CA
                        
                        95437CAHAN-000
                        
                        Hanford
                        
                        180
      North Redington St
                        
                        Hanford,
      CA
                        
                        CA
                        
                        93230CAHEA-000
                        
                        Healdsburg
                        
                        502
      Healdsburg Avenue
                        
                        Healdsburg,
      CA
                        
                        CA
                        
                        95448CAHEMM000
                        
                        Hemet
      Main
                        
                        1687
      East Florida Avenue
                        
                        Hemet,
      CA
                        
                        CA
                        
                        92343CAHILB200
                        
                        Hilltop
      Branch
                        
                        1300
      Hilltop Drive
                        
                        Redding,
      CA
                        
                        CA
                        
                        96003CALANM000
                        
                        Lancaster
      Main Office
                        
                        730
      West Lancaster Blvd
                        
                        Lancaster,
      CA
                        
                        CA
                        
                        93534CALEM-000
                        
                        Lemoore
      587
                        
                        338
      West D Street
                        
                        Lemoore,
      CA
                        
                        CA
                        
                        93245CALINV100
                        
                        Lincoln
      Village
                        
                        503
      West Benjamin Holt Dr
                        
                        Stockton,
      CA
                        
                        CA
                        
                        95207CALIV-000
                        
                        Livermore
                        
                        1748
      Railroad Ave
                        
                        Livermore,
      CA
                        
                        CA
                        
                        94550CAMAR-100
                        
                        Marysville
      Branch
                        
                        619
      E Street
                        
                        Marysville,
      CA
                        
                        CA
                        
                        95901CAMARL000
                        
                        Martin
      Luther King Jr
                        
                        4103
      South Western Avenue
                        
                        Los
      Angeles, CA
                        
                        CA
                        
                        90062CAMIS2300
                        
                        Mission-23rd
      St Branch
                        
                        2701
      Mission Street
                        
                        San
      Francisco, CA
                        
                        CA
                        
                        94110CAMON-400
                        
                        Montrose
                        
                        2320
      Honolulu Avenue
                        
                        Montrose,
      CA
                        
                        CA
                        
                        91020CAONTP000
                        
                        Ontario
      Plaza
                        
                        910
      North Mountain Ave
                        
                        Ontario,
      CA
                        
                        CA
                        
                        91762CAORA-000
                        
                        Orangevale
      Branch
                        
                        8890
      Greenback Lane
                        
                        Orangevale,
      CA
                        
                        CA
                        
                        95662CAORO-100
                        
                        Oroville
      Branch
                        
                        1820
      Oro Dam Boulevard
                        
                        Oroville,
      CA
                        
                        CA
                        
                        95965CAPET-000
                        
                        Petaluma
                        
                        200
      Kenetucky Street
                        
                        Petaluma,
      CA
                        
                        CA
                        
                        94952CAPLE-000
                        
                        Pleasanton
                        
                        337
      Main Street
                        
                        Pleasanton,
      CA
                        
                        CA
                        
                        94566CAPOR-000
                        
                        Porterville
                        
                        345
      North Main Street
                        
                        Porterville,
      CA
                        
                        CA
                        
                        93257CAREE-000
                        
                        Reedley
                        
                        936
      G Street
                        
                        Reedley,
      CA
                        
                        CA
                        
                        93654CARES-000
                        
                        Reseda
      Branch
                        
                        18120
      Sherman Way
                        
                        Reseda,
      CA
                        
                        CA
                        
                        91335CARID-000
                        
                        Ridgecrest
                        
                        101
      West Ridgecrest Blvd
                        
                        Ridgecrest,
      CA
                        
                        CA
                        
                        93555CARID-080
                        
                        Ridgecrest
      Parking
                        
                        101
      West Ridgecrest Blvd
                        
                        Ridgecrest,
      CA
                        
                        CA
                        
                        93555CASEAB100
                        
                        Seaside
      Branch
                        
                        1451
      Fremont Boulevard
                        
                        Seaside,
      CA
                        
                        CA
                        
                        93955CASHEO000
                        
                        Sherman
      Oaks
                        
                        14701
      Ventura Boulevard
                        
                        Sherman
      Oaks, CA
                        
                        CA
                        
                        91403CASLAV000
                        
                        Slauson-Vermont
      Branch
                        
                        5700
      South Vermont Avenue
                        
                        Los
      Angeles, CA
                        
                        CA
                        
                        90037CAST-H000
                        
                        St
      Helena
                        
                        1001
      Adams St
                        
                        St
      Helena, CA
                        
                        CA
                        
                        94574CASTOA000
                        
                        Stockton
      Agri-Center
                        
                        407
      North Wilson Way
                        
                        Stockton,
      CA
                        
                        CA
                        
                        95205CASUNI100
                        
                        Sunnyvale
      Industrial Branch
                        
                        921
      East Arques Avenue
                        
                        Sunnyvale,
      CA
                        
                        CA
                        
                        94086CASUSB000
                        
                        Susanville
      Branch
                        
                        50
      N. Gay St.
                        
                        Susanville,
      CA
                        
                        CA
                        
                        96130CATOLL000
                        
                        Toluca
      Lake
                        
                        4123
      West Olive Avenue
                        
                        Burbank,
      CA
                        
                        CA
                        
                        91505CATOLL080
                        
                        Toluca
      Lake Parking
                        
                        260
      North Pass Ave
                        
                        Burbank,
      CA
                        
                        CA
                        
                        91505CATUR-000
                        
                        Turlock
                        
                        501
      East Main Street
                        
                        Turlock,
      CA
                        
                        CA
                        
                        95380CAVACF000
                        
                        Vacaville
      Financial Center
                        
                        150
      Parker St
                        
                        Vacaville,
      CA
                        
                        CA
                        
                        95688
  1
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 CAVERB000
                  
                  Vernon
      Branch
                  
                  3810
      South Santa Fe Ave
                  
                  Vernon,
      CA
                  
                  CA
                  
                  90058CAWESL100
                  
                  West
      Los Angeles Branch
                  
                  11501
      Santa Monica Blvd
                  
                  West
      Los Angeles, CA
                  
                  CA
                  
                  90025CAWILG100
                  
                  Willow
      Glen Branch
                  
                  1245
      Lincoln Avenue
                  
                  San
      Jose, CA
                  
                  CA
                  
                  95125CAWOO-000
                  
                  Woodland
                  
                  50
      West Main Street
                  
                  Woodland,
      CA
                  
                  CA
                  
                  95695CTBATP076
                  
                  70
      Batterson Park Rd
                  
                  70
      Batterson Park Rd
                  
                  Farmington,
      CT
                  
                  CT
                  
                  06032CTFARA076
                  
                  70
      Farmington Ave
                  
                  70
      Farmington Ave
                  
                  Hartford,
      CT
                  
                  CT
                  
                  06105CTGREA076
                  
                  240
      Greenwich Ave (Exec)
                  
                  240
      Greenwich Ave
                  
                  Greenwich,
      CT
                  
                  CT
                  
                  06830CTMAIS076
                  
                  777
      Main St
                  
                  777
      Main St
                  
                  Hartford,
      CT
                  
                  CT
                  
                  06115CTPARL076
                  
                  100
      Park Lane Rd (Rte 202)
                  
                  100
      Park Lane Rd
                  
                  New
      Milford, CT
                  
                  CT
                  
                  06776CTWALS000
                  
                  48
      Wall St
                  
                  48
      Wall St
                  
                  Norwalk,
      CT
                  
                  CT
                  
                  06852DECHR-030
                  
                  300
      North Wakefield Dr (Chris
                  
                  300
      North Wakefield Dr
                  
                  Newark,
      DE
                  
                  DE
                  
                  19702FLBAY-300
                  
                  Bayshore
                  
                  6160
      14th Street, West
                  
                  Bradenton,
      FL
                  
                  FL
                  
                  34207FLBAYP000
                  
                  Bay
      Point
                  
                  5000
      Biscayne Boulevard
                  
                  Miami,
      FL
                  
                  FL
                  
                  33147FLBELB100
                  
                  Bellair
      Bluffs
                  
                  125
      Indian Rocks Rd
                  
                  Bellaire,
      FL
                  
                  FL
                  
                  33770FLBLO-100
                  
                  Blountstown
                  
                  131
      South Pear Street
                  
                  Blountstown,
      FL
                  
                  FL
                  
                  32424FLCHAH200
                  
                  Charlotte
      Harbor
                  
                  23081
      Harborview Road
                  
                  Charlotte
      Harbor, FL
                  
                  FL
                  
                  33980FLCOCV000
                  
                  Cocoa
      Village Downtown
                  
                  430
      Brevard Avenue
                  
                  Cocoa,
      FL
                  
                  FL
                  
                  32922FLCORR200
                  
                  Coral
      Ridge (CF)
                  
                  3600
      N Federal Hwy
                  
                  Ft.
      Lauderdale, FL
                  
                  FL
                  
                  33308FLCRYR000
                  
                  Crystal
      River
                  
                  450
      SE Hwy 19
                  
                  Crystal
      River, FL
                  
                  FL
                  
                  34423FLDAYB200
                  
                  Daytona
      Beach Intl Speedway
                  
                  1025
      International Speedway Bd
                  
                  Daytona
      Beach, FL
                  
                  FL
                  
                  32114FLDELP000
                  
                  Del
      Prado/Viscaya
                  
                  909
      Del Prado Boulevard
                  
                  Cape
      Coral, FL
                  
                  FL
                  
                  33922FLEASB100
                  
                  East
      Bay Largo
                  
                  2600
      East Bay Drive
                  
                  Largo,
      FL
                  
                  FL
                  
                  33770FLEASB110
                  
                  East
      Bay Largo Drive-In
                  
                  2600
      East Bay Drive
                  
                  Largo,
      FL
                  
                  FL
                  
                  33770FLEUS-010
                  
                  Eustis-Remote
      Drive In
                  
                  Eustis
      & Lemon St.
                  
                  Eustis,
      FL
                  
                  FL
                  
                  32726FLEUS-100
                  
                  Eustis
                  
                  100
      North Bay St.
                  
                  Eustis,
      FL
                  
                  FL
                  
                  32726FLFORM000
                  
                  Fort
      Myers Beach
                  
                  2525
      Estero Boulevard
                  
                  Ft.
      Myers Beach, FL
                  
                  FL
                  
                  33931FLFORW000
                  
                  Fort
      Walton Beach
                  
                  189
      Eglin Prkwy, NE
                  
                  Ft.
      Walton Beach, FL
                  
                  FL
                  
                  32548FLFORW010
                  
                  Fort
      Walton Beach Remote DI
                  
                  189
      Eglin Parkway NE
                  
                  Ft.
      Walton Beach, FL
                  
                  FL
                  
                  32548FLGUL-000
                  
                  Gulfgate
                  
                  6525
      South Tamiami Trail
                  
                  Sarasota,
      FL
                  
                  FL
                  
                  34231FLHOMO000
                  
                  Homestead
      Office
                  
                  850
      Homestead Blvd.
                  
                  Homestead,
      FL
                  
                  FL
                  
                  33030FLINDR000
                  
                  Indian
      Rocks
                  
                  12046
      Indian Rocks Road
                  
                  Largo,
      FL
                  
                  FL
                  
                  33770FLINV-010
                  
                  Inverness
      Drive-In
                  
                  940
      West Main Street
                  
                  Inverness,
      FL
                  
                  FL
                  
                  34450FLINV-400
                  
                  Inverness
                  
                  S
      Main Street and Highland
                  
                  Inverness,
      FL
                  
                  FL
                  
                  34450FLJAC-200
                  
                  Jacaranda/West
      Sunrise
                  
                  8190
      West Sunrise Blvd.
                  
                  Plantation,
      FL
                  
                  FL
                  
                  33322FLJAYO000
                  
                  Jay
      Office
                  
                  3927
      Hwy 4
                  
                  Jay,
      FL
                  
                  FL
                  
                  32565FLLAKC100
                  
                  Lake
      City Downtown
                  
                  150
      W. Madison Street
                  
                  Lake
      City, FL
                  
                  FL
                  
                  32055FLLAKW500
                  
                  Lake
      Wales Downtown
                  
                  One
      North First Street
                  
                  Lake
      Wales, FL
                  
                  FL
                  
                  33853FLLIVO100
                  
                  Live
      Oak
                  
                  201
      S. Ohio Ave.
                  
                  Live
      Oak, FL
                  
                  FL
                  
                  32060FLLON-000
                  
                  Longwood/Central
      Pkwy
                  
                  390
      West Highway 434
                  
                  Longwood,
      FL
                  
                  FL
                  
                  32750FLMIAS000
                  
                  Miami
      Shores/Shores Villages
                  
                  9499
      Northeast 2nd Avenue
                  
                  Miami
      Shores, FL
                  
                  FL
                  
                  33138FLMIAS200
                  
                  Miami
      Shores
                  
                  9190
      Biscayne Blvd.
                  
                  Miami,
      FL
                  
                  FL
                  
                  33138FLMID-300
                  
                  Midway
                  
                  7760
      W. Flagler Street
                  
                  Miami,
      FL
                  
                  FL
                  
                  33144FLPAL-100
                  
                  Palatka
                  
                  620
      S. Hwy 19
                  
                  Palatka,
      FL
                  
                  FL
                  
                  32177FLPALB030
                  
                  Palm
      Beach Vault
                  
                  5701
      Village Blvd.
                  
                  West
      Palm Beach, FL
                  
                  FL
                  
                  33407FLPLA-000
                  
                  Plantation
                  
                  7001
      West Broward Boulevard
                  
                  Plantation,
      FL
                  
                  FL
                  
                  33317FLPLA-010
                  
                  Plantation
      Drive-In
                  
                  7001
      W Broward Blvd
                  
                  Plantation,
      FL
                  
                  FL
                  
                  33317FLSOUL000
                  
                  South
      Lakeland/Lake Miriam
                  
                  5001
      South Florida Avenue
                  
                  Lakeland,
      FL
                  
                  FL
                  
                  33803FLST-P000
                  
                  St.
      Petersburg Beach
                  
                  7500
      Gulf Blvd.
                  
                  St.
      Petersburg, FL
                  
                  FL
                  
                  33706FLTARS000
                  
                  Tarpon
      Springs
                  
                  116
      South Pinellas Avenue
                  
                  Tarpon
      Springs, FL
                  
                  FL
                  
                  34688FLTAV-100
                  
                  Tavernier
                  
                  92200
      Over Seas Hwy
                  
                  Tavernier,
      FL
                  
                  FL
                  
                  33070FLTROC000
                  
                  Trouble
      Creek
                  
                  4526
      US Hwy 19
                  
                  New
      Port Richey, FL
                  
                  FL
                  
                  34652FLTROC010
                  
                  Trouble
      Creek Remote Drive In
                  
                  4526
      US Hwy 19
                  
                  New
      Port Richey, FL
                  
                  FL
                  
                  34652FLWEEW000
                  
                  Weeki
      Wachee
                  
                  9223
      Cortez Blvd.
                  
                  Brooksville,
      FL
                  
                  FL
                  
                  34613FLWES-700
                  
                  Westside
                  
                  4311
      Manatee Ave. West
                  
                  Bradenton,
      FL
                  
                  FL
                  
                  34209GAABEV000
                  
                  Aberdeen
      Village
                  
                  500
      Northlake Drive     Aberdeen Village
      Center
                  
                  Peachtree
      City, GA
                  
                  GA
                  
                  30303GADEC-000
                  
                  Decatur
      (BS)
                  
                  163
      Clairmont Avenue
                  
                  Decatur,
      GA
                  
                  GA
                  
                  30030GADUBM000
                  
                  Dublin
      Main Office
                  
                  215
      West Jackson Street
                  
                  Dublin,
      GA
                  
                  GA
                  
                  31021
  2
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 GAEASP000
                  
                  East
      Point
                  
                  2818
      East Point Street
                  
                  East
      Point, GA
                  
                  GA
                  
                  30344GAFIT-010
                  
                  Fitzgerald
      Drive-In
                  
                  315
      W. Central Ave.
                  
                  Fitzgerald,
      GA
                  
                  GA
                  
                  31750GAFITM000
                  
                  Fitzgerald
      Main
                  
                  115
      E. Central Ave.
                  
                  Fitzgerald,
      GA
                  
                  GA
                  
                  31750GAHAR-010
                  
                  Hartwell
      Drive-in
                  
                  241
      E. Howell St.
                  
                  Hartwell,
      GA
                  
                  GA
                  
                  30643GAHARM000
                  
                  Hartwell
      Main
                  
                  241
      E. Howell St.
                  
                  Hartwell,
      GA
                  
                  GA
                  
                  30643GAHOU-000
                  
                  Houston
      (BS)
                  
                  1005
      Northside Drive
                  
                  Perry,
      GA
                  
                  GA
                  
                  31069GAJES-000
                  
                  Jesup
                  
                  204
      W. Cherry Street
                  
                  Jesup,
      GA
                  
                  GA
                  
                  31545GANEWM000
                  
                  Newnan
      Main
                  
                  17-23
      Greenville Street
                  
                  Newnan,
      GA
                  
                  GA
                  
                  30263KS38S-000
                  
                  38th
      St. Facility
                  
                  1314
      N. 38th
                  
                  Kansas
      City, KS
                  
                  KS
                  
                  66102MA102M076
                  
                  1025
      - 1075 Main (Building I
                  
                  1025
      -1075 Main (blds I & II)
                  
                  Waltham,
      MA
                  
                  MA
                  
                  02451MA46-P000
                  
                  46
      Pleasant St
                  
                  46
      Pleasant St
                  
                  Malden,
      MA
                  
                  MA
                  
                  02148MAMALO030
                  
                  200
      Exchange St (Malden Ops C
                  
                  200
      Exchange St
                  
                  Malden,
      MA
                  
                  MA
                  
                  02140MAPLES076
                  
                  700
      Pleasant St
                  
                  700
      Pleasant St
                  
                  New
      Bedford, MA
                  
                  MA
                  
                  02740MDEAS-000
                  
                  Easton
      - BAL
                  
                  36
      N. Washington Street    P. O. Box 630
                  
                  Easton,
      MD
                  
                  MD
                  
                  21601MDLANP000
                  
                  Langley
      Park
                  
                  7950
      New Hampshire Avenue
                  
                  Langley
      Park, MD
                  
                  MD
                  
                  20783MDLANP080
                  
                  Langley
      Park Parking
                  
                  7900-8050
      New Hampshire Ave.
                  
                  Langley
      Park, MD
                  
                  MD
                  
                  20787MDTOW-000
                  
                  Towson
      (NCNB)
                  
                  32
      West Pennsylvania Avenue
                  
                  Towson,
      MD
                  
                  MD
                  
                  21204MDWHE-000
                  
                  Wheaton
                  
                  2601
      University Boulevard
                  
                  Wheaton,
      MD
                  
                  MD
                  
                  20902MECOUS000
                  
                  178
      Court St
                  
                  178
      Court St
                  
                  Auburn,
      ME
                  
                  ME
                  
                  04210MEFLEC076
                  
                  80
      Exchange St (Fleet Ctr)
                  
                  80
      Exchange St
                  
                  Bangor,
      ME
                  
                  ME
                  
                  04401MEGAND030
                  
                  65
      Gannett Dr
                  
                  65
      Gannett Dr
                  
                  South
      Portland, ME
                  
                  ME
                  
                  04106MOBAL-000
                  
                  Ballwin
      Facility
                  
                  15115
      Manchester Road
                  
                  Ballwin,
      MO
                  
                  MO
                  
                  63011MOBEL-000
                  
                  Belton
      Facility
                  
                  1818
      East North Avenue
                  
                  Belton,
      KS
                  
                  MO
                  
                  64012MOEASA000
                  
                  East
      Arrow
                  
                  102
      E. Arrow St.       PO Box
      10
                  
                  Marshall,
      MO
                  
                  MO
                  
                  65340MOFOR-200
                  
                  Forsyth
      Facility
                  
                  Highway
      160 & Main St.
                  
                  Forsyth,
      MO
                  
                  MO
                  
                  65653MOFROS000
                  
                  Front
      Street Facility
                  
                  #1
      Front Street
                  
                  Troy,
      MO
                  
                  MO
                  
                  63379MOI70N000
                  
                  I-70
      & Noland Facility
                  
                  4041
      Lynn Court Drive
                  
                  Independence,
      MO
                  
                  MO
                  
                  64055MOKANC031
                  
                  Kansas
      City Ops Center
                  
                  2001
      NE 46th Street
                  
                  Kansas
      City, MO
                  
                  MO
                  
                  64116MOMETH000
                  
                  Metropolitan/Holmes
                  
                  8550
      Holmes Rd.
                  
                  Kansas
      City, MO
                  
                  MO
                  
                  64131MOOFAM000
                  
                  O'Fallon
      MO Facility
                  
                  311
      S. Main
                  
                  O'Fallon,
      MO
                  
                  MO
                  
                  63366MOWES-100
                  
                  Westport
      Facility
                  
                  331
      Westport Road
                  
                  Kansas
      City, MO
                  
                  MO
                  
                  64111NCGATC076
                  
                  Gateway
      Center - Charlotte
                  
                  901
      West Trade Street
                  
                  Charlotte,
      NC
                  
                  NC
                  
                  28202NCHENM200
                  
                  Hendersonville
      Main Office
                  
                  707
      North Main Street
                  
                  Hendersonville,
      NC
                  
                  NC
                  
                  28739NHCENS000
                  
                  20
      Central Sq
                  
                  20
      Central Sq
                  
                  Keene,
      NH
                  
                  NH
                  
                  03431NHMAIS076
                  
                  143-157
      Main St
                  
                  143-157
      Main St
                  
                  Nashua,
      NH
                  
                  NH
                  
                  03060NHMARS000
                  
                  3
      Pleasant St (Market Sq)
                  
                  3
      Pleasant St
                  
                  Portsmouth,
      NH
                  
                  NH
                  
                  03801NJ310B000
                  
                  3109
      Bergenline Ave (31st S
                  
                  3109
      Bergenline Ave
                  
                  Union
      City, NJ
                  
                  NJ
                  
                  07087NJ639R000
                  
                  639
      Rte 18 & Arthur St
                  
                  639
      Rte 18 & Arthur St
                  
                  East
      Brunswick, NJ
                  
                  NJ
                  
                  08816NJBEER076
                  
                  40
      Beechwood Rd
                  
                  40
      Beechwood Rd
                  
                  Summit,
      NJ
                  
                  NJ
                  
                  07901NJBELA076
                  
                  209-215
      Bellevue Ave
                  
                  209-215
      Bellevue Ave
                  
                  Hammonton,
      NJ
                  
                  NJ
                  
                  08037NJCARC176
                  
                  301
      Carnegie Ctr (pkg 3600 Br
                  
                  301
      Carnegie Ctr
                  
                  Princeton,
      NJ
                  
                  NJ
                  
                  08543NJCENA000
                  
                  Central
      Ave & Rte 46
                  
                  Central
      Ave & Rte 46
                  
                  Teterboro,
      NJ
                  
                  NJ
                  
                  07608NJCHAB000
                  
                  150
      Chambers Bridge Rd
                  
                  150
      Chambers Bridge Rd
                  
                  Brick,
      NJ
                  
                  NJ
                  
                  08723NJCRAR000
                  
                  591
      Cranbury Rd
                  
                  591
      Cranbury Rd
                  
                  East
      Brunswick, NJ
                  
                  NJ
                  
                  08816NJEASR000
                  
                  54
      East Ridgewood Ave
                  
                  54
      East Ridgewood Ave
                  
                  Ridgewood,
      NJ
                  
                  NJ
                  
                  07450NJHACS000
                  
                  207-209
      Hackensack St
                  
                  207-209
      Hackensack St
                  
                  Wood
      Ridge, NJ
                  
                  NJ
                  
                  07075NJHUNS100
                  
                  4
      Hunter St
                  
                  4
      Hunter St
                  
                  Lodi,
      NJ
                  
                  NJ
                  
                  07644NJHWY9076
                  
                  3670
      Hwy 9
                  
                  3670
      Hwy 9
                  
                  Freehold,
      NJ
                  
                  NJ
                  
                  07728NJMAIC000
                  
                  Main
      & Corliss
                  
                  Main
      & Corliss
                  
                  Allenhurst,
      NJ
                  
                  NJ
                  
                  08046NJMAIS300
                  
                  276
      Main St
                  
                  276
      Main St
                  
                  Orange,
      NJ
                  
                  NJ
                  
                  07050NJMAPA100
                  
                  161
      Maplewood Ave (Main)
                  
                  161
      Maplewood Ave
                  
                  Maplewood,
      NJ
                  
                  NJ
                  
                  07040NJNASS076
                  
                  90
      Nassau St (pkg 440 Vandeve
                  
                  90
      Nassau St
                  
                  Princeton,
      NJ
                  
                  NJ
                  
                  08542NJNORW000
                  
                  601,607-609
      North Wood Ave
                  
                  601,607-609
      N Wood Ave
                  
                  Linden,
      NJ
                  
                  NJ
                  
                  07036NJNSRT070
                  
                  395
      N/S Rte 70
                  
                  395
      N/S Rte 70
                  
                  Lakewood,
      NJ
                  
                  NJ
                  
                  08701NJRT13076
                  
                  243
      Rte 130
                  
                  243
      Rte 130
                  
                  Bordentown,
      NJ
                  
                  NJ
                  
                  08505NJRT-2076
                  
                  1125
      Rte 22 West
                  
                  1125
      Rte 22 West
                  
                  Bridgewater,
      NJ
                  
                  NJ
                  
                  08807NJRT-7076
                  
                  4900
      Rte 70
                  
                  4900
      Rte 70
                  
                  Pennsauken,
      NJ
                  
                  NJ
                  
                  08109
  3
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
  NJRTS2000
                      
                      263
      Rts 202/31
                      
                      263
      Rts 202/31
                      
                      Flemington,
      NJ
                      
                      NJ
                      
                      08822NJSOUO000
                      
                      8
      South Orange Ave
                      
                      8
      South Orange Ave
                      
                      South
      Orange, NJ
                      
                      NJ
                      
                      07079NJSOUW000
                      
                      35
      South Washington Ave
                      
                      35
      South Washington Ave
                      
                      Bergenfield,
      NJ
                      
                      NJ
                      
                      07621NJSPRA200
                      
                      367
      Springfield Ave
                      
                      367
      Springfield Ave
                      
                      Summit,
      NJ
                      
                      NJ
                      
                      07901NJSUMR100
                      
                      296
      Summerhill Rd
                      
                      296
      Summerhill Rd
                      
                      Spotswood,
      NJ
                      
                      NJ
                      
                      08884NJTILR000
                      
                      1501
      Tilton Rd
                      
                      1501
      Tilton Rd
                      
                      Northfield,
      NJ
                      
                      NJ
                      
                      08225NMAMA-000
                      
                      Amador
                      
                      250
      W. Amador
                      
                      Las
      Cruces, NM
                      
                      NM
                      
                      88001NMLASC076
                      
                      Las
      Cruces Main Aux. Bldg.
                      
                      250-B
      W. Amador
                      
                      Las
      Cruces, NM
                      
                      NM
                      
                      88001NMLASC080
                      
                      Las
      Cruces Br. Parking
                      
                      12642
      W. Mountain
                      
                      Las
      Cruces, NM
                      
                      NM
                      
                      88004NMRAT-010
                      
                      Raton--Motor
      Facility
                      
                      1233
      S. 2nd Street
                      
                      Raton,
      NM
                      
                      NM
                      
                      87740NMRATM000
                      
                      Raton--Main
      Facility
                      
                      130
      Park Avenue
                      
                      Raton,
      NM
                      
                      NM
                      
                      87740NMSANF010
                      
                      Santa
      Fe - Motor Bank
                      
                      1234
      St. Michael's Drive
                      
                      Santa
      Fe, NM
                      
                      NM
                      
                      87501NMSANF200
                      
                      Santa
      Fe--Main Facility
                      
                      1234
      St. Michael's Drive
                      
                      Santa
      Fe, NM
                      
                      NM
                      
                      87501NVLASV030
                      
                      Las
      Vegas Operations CTR
                      
                      4101
      E. Charleston Blvd
                      
                      Las
      Vegas, NV
                      
                      NV
                      
                      89104NVRENO030
                      
                      Reno
      Operations Center
                      
                      895
      S. 21St Street
                      
                      Sparks,
      NV
                      
                      NV
                      
                      89431NY168S000
                      
                      91-16
      168th St
                      
                      91-16
      168 Street
                      
                      Jamaica,
      NY
                      
                      NY
                      
                      11432NY333P000
                      
                      3330
      Park Ave
                      
                      3330
      Park Ave
                      
                      Wantagh,
      NY
                      
                      NY
                      
                      11793NY540B076
                      
                      540
      Broadway
                      
                      540
      Broadway
                      
                      Albany,
      NY
                      
                      NY
                      
                      12207NY575B030
                      
                      575
      Broadway (Peter D Kiernan
                      
                      575
      Broadway
                      
                      Albany,
      NY
                      
                      NY
                      
                      12207NY79-M000
                      
                      79
      Main St
                      
                      79
      Main St
                      
                      Port
      Washington, NY
                      
                      NY
                      
                      11050NYBROH076
                      
                      300
      Broad Hollow Rd (Corp HQ)
                      
                      300
      Broadhollow Rd
                      
                      Melville,
      NY
                      
                      NY
                      
                      11747NYBROH080
                      
                      Broadhollow
      Parking Lot
                      
                      300
      Broadhollow Road
                      
                      Melville,
      NY
                      
                      NY
                      
                      11747NYBROR076
                      
                      600
      Broadhollow Rd
                      
                      600
      Broad Hollow Rd
                      
                      Melville,
      NY
                      
                      NY
                      
                      11747NYCUTM020
                      
                      17
      Cutter Mill Rd
                      
                      17
      Cutter Mill Rd
                      
                      Great
      Neck, NY
                      
                      NY
                      
                      11021NYEASA076
                      
                      1
      East Ave
                      
                      One
      East Ave
                      
                      Rochester,
      NY
                      
                      NY
                      
                      14638NYEASP000
                      
                      52
      East Park Ave
                      
                      52
      East Park Ave
                      
                      Long
      Beach, NY
                      
                      NY
                      
                      11561NYFOUP076
                      
                      10
      Fountain Plz / 560 Main St
                      
                      560
      Main St
                      
                      Buffalo,
      NY
                      
                      NY
                      
                      14202NYGENS076
                      
                      268
      Genesee St (Complex)
                      
                      268
      Genesee/Court St
                      
                      Utica,
      NY
                      
                      NY
                      
                      13502NYGENS176
                      
                      120
      Genesee St
                      
                      120
      Genesee St
                      
                      Auburn,
      NY
                      
                      NY
                      
                      13021NYGRAA100
                      
                      2300
      Grand Ave
                      
                      2300
      Grand Ave
                      
                      Baldwin,
      NY
                      
                      NY
                      
                      11510NYHEM-076
                      
                      15
      Hempstead
                      
                      15
      Hempstead Gardens Dr
                      
                      West
      Hempstead, NY
                      
                      NY
                      
                      11552NYHEMA000
                      
                      269
      Hempstead Ave
                      
                      269
      Hempstead Ave
                      
                      Malverne,
      NY
                      
                      NY
                      
                      11565NYHEMA076
                      
                      60
      Hempstead Ave
                      
                      60
      Hempstead Ave
                      
                      West
      Hempstead, NY
                      
                      NY
                      
                      11552NYHEMA080
                      
                      60
      Hempstead Ave Parking
                      
                      60
      Hempstead Ave/Woodview Road
                      
                      West
      Hempstead, NY
                      
                      NY
                      
                      11552NYHEMT000
                      
                      2310
      Hempstead Tpke
                      
                      2310
      Hempstead Tpke
                      
                      East
      Meadow, NY
                      
                      NY
                      
                      11554NYHEMT200
                      
                      3161
      Hempstead Tpke
                      
                      3161
      Hempstead Tpke
                      
                      Levittown,
      NY
                      
                      NY
                      
                      11756NYIRMA010
                      
                      8
      Irma Ave (Auto)
                      
                      Eight
      Irma Ave
                      
                      Port
      Washington, NY
                      
                      NY
                      
                      11050NYJAMS080
                      
                      49
      James St
                      
                      49
      James St
                      
                      Albany,
      NY
                      
                      NY
                      
                      12201NYJERA076
                      
                      20
      Jerusalem Ave
                      
                      20
      Jerusalem Ave
                      
                      Hicksville,
      NY
                      
                      NY
                      
                      11802NYLIBP076
                      
                      200
      Liberty Plz
                      
                      200
      Liberty Plz
                      
                      Rome,
      NY
                      
                      NY
                      
                      13440NYMERA076
                      
                      15
      Merrick Ave
                      
                      15
      Merrick Ave
                      
                      Merrick,
      NY
                      
                      NY
                      
                      11566NYMIDN000
                      
                      10
      Middle Neck Rd
                      
                      10
      Middle Neck Rd
                      
                      Great
      Neck, NY
                      
                      NY
                      
                      11021NYPREP076
                      
                      500
      East Genesee St (Presiden
                      
                      500
      East Genesee St
                      
                      Syracuse,
      NY
                      
                      NY
                      
                      13214NYSTAS076
                      
                      500
      State St
                      
                      500
      State St
                      
                      Schenectady,
      NY
                      
                      NY
                      
                      12305NYSTAS176
                      
                      69
      State St
                      
                      69
      State St
                      
                      Albany,
      NY
                      
                      NY
                      
                      12201NYSTAS276
                      
                      63
      State St
                      
                      63
      State St
                      
                      Albany,
      NY
                      
                      NY
                      
                      12205NYTHIS076
                      
                      418
      Third St
                      
                      418
      Third St, Suite 101
                      
                      Niagara
      Falls, NY
                      
                      NY
                      
                      14301NYTRAR030
                      
                      2970
      Transit Rd
                      
                      2970
      Transit Rd
                      
                      West
      Seneca, NY
                      
                      NY
                      
                      14224OKBROA000
                      
                      Broken
      Arrow Facility
                      
                      1800
      S Elm Place
                      
                      Broken
      Arrow, OK
                      
                      OK
                      
                      74012OKCAT-000
                      
                      Catoosa
      Facility
                      
                      1801
      N. Hwy 66
                      
                      Catoosa,
      OK
                      
                      OK
                      
                      74015OKENI-000
                      
                      Enid
      Facility
                      
                      300
      W. Randolf
                      
                      Enid,
      OK
                      
                      OK
                      
                      73701OKFOUC000
                      
                      Founder's
      Center
                      
                      5613
      N. May Avenue
                      
                      Oklahoma
      City, OK
                      
                      OK
                      
                      73112OKNORP076
                      
                      North
      Pointe Facility
                      
                      205
      E. Pine
                      
                      Tulsa,
      OK
                      
                      OK
                      
                      74106OKTULS000
                      
                      Tulsa
      Security/31st Street
                      
                      10802
      E. 31st Street
                      
                      Tulsa,
      OK
                      
                      OK
                      
                      74147OKWES-000
                      
                      Western
      Drive In
                      
                      5051
      S. Lewis
                      
                      Tulsa,
      OK
                      
                      OK
                      
                      74105ORGRAP100
                      
                      Grants
      Pass
                      
                      735
      SE 6th Street
                      
                      Grants
      Pass, OR
                      
                      OR
                      
                      97526ORGRE-000
                      
                      Gresham
                      
                      200
      East Powell Blvd
                      
                      Gresham,
      OR
                      
                      OR
                      
                      97030
  4
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 ORPAR-000
                          
                          Parkrose
                          
                          10120
      NE Sandy Blvd
                          
                          Portland,
      OR
                          
                          OR
                          
                          97220ORRED-000
                          
                          Redmond
                          
                          552
      S 6th St
                          
                          Redmond,
      OR
                          
                          OR
                          
                          97756PABLAM030
                          
                          550
      Blair Mill Rd
                          
                          550
      Blair Mill Rd
                          
                          Horsham,
      PA
                          
                          PA
                          
                          19044PABUSA100
                          
                          9501
      Bustleton Ave
                          
                          9501
      Bustleton Ave
                          
                          Philadelphia,
      PA
                          
                          PA
                          
                          19115PAEAST100
                          
                          6
      East Trenton Ave
                          
                          6
      East Trenton Ave
                          
                          Morrisville,
      PA
                          
                          PA
                          
                          19067PALAW-000
                          
                          6425
      Rising Sun Ave (Lawndale
                          
                          6425
      Rising Sun Ave
                          
                          Philadelphia,
      PA
                          
                          PA
                          
                          19111PASANH030
                          
                          1000
      Sandy Hill Rd (Sandy Hil
                          
                          1000
      Sandy Hill Rd
                          
                          Norristown,
      PA
                          
                          PA
                          
                          19401-4181PATOUD076
                          
                          200
      Tournament Dr
                          
                          200
      Tournament Dr
                          
                          Horsham,
      PA
                          
                          PA
                          
                          19044RIDUPD076
                          
                          125
      Dupont Dr (operations ctr
                          
                          125
      Dupont Dr
                          
                          Providence,
      RI
                          
                          RI
                          
                          02907RIJORS030
                          
                          50
      Jordan St
                          
                          50
      Jordan St
                          
                          East
      Providence, RI
                          
                          RI
                          
                          02915RIPOSR076
                          
                          6725
      Post Rd
                          
                          6725
      Post Rd
                          
                          North
      Kingstown, RI
                          
                          RI
                          
                          02852SCFLOM000
                          
                          Florence
      Main Office
                          
                          265
      South Irby Street
                          
                          Florence,
      SC
                          
                          SC
                          
                          29501SCGREM100
                          
                          Greenwood
      Main Office
                          
                          323
      Main Street
                          
                          Greenwood,
      SC
                          
                          SC
                          
                          29646SCHILH000
                          
                          Hilton
      Head -- Pope Ave.
                          
                          59
      Pope Avenue
                          
                          Hilton
      Head, SC
                          
                          SC
                          
                          29928SCROCH300
                          
                          Rock
      Hill MO (RHNB)
                          
                          222
      East Main Street
                          
                          Rock
      Hill, SC
                          
                          SC
                          
                          29730SCSPAM000
                          
                          Spartanburg
      Main Office
                          
                          295
      East Main Street
                          
                          Spartanburg,
      SC
                          
                          SC
                          
                          29302TNCLAM000
                          
                          Clarksville
      Main Office
                          
                          215
      Legion Street
                          
                          Clarksville,
      TN
                          
                          TN
                          
                          37040TNCLAM081
                          
                          Clarksville
      M.O. Pkg. Lot #2
                          
                          326
      Main Street
                          
                          Clarksville,
      TN
                          
                          TN
                          
                          37040TNCOLM000
                          
                          Columbia
      Main Office
                          
                          200
      West 7th Street
                          
                          Columbia,
      TN
                          
                          TN
                          
                          38401TNKIN-000
                          
                          Kingsport
                          
                          1201
      North Eastman Road
                          
                          Kingsport,
      TN
                          
                          TN
                          
                          37664TNLEB-000
                          
                          Lebanon
      Main Office
                          
                          120
      West Main Street
                          
                          Lebanon,
      TN
                          
                          TN
                          
                          37087TNOAKR000
                          
                          Oak
      Ridge Main Office
                          
                          795
      Main Street West
                          
                          Oak
      Ridge, TN
                          
                          TN
                          
                          37830TNOAKR080
                          
                          Oak
      Ridge Main Office Parking
                          
                          795
      Main Street West
                          
                          Oak
      Ridge, TN
                          
                          TN
                          
                          37830TXBEA-010
                          
                          Beaumont
      Remote Motor Bank
                          
                          2635
      Broadway
                          
                          Beaumont,
      TX
                          
                          TX
                          
                          77702TXBEA-080
                          
                          Beaumont
      Parking
                          
                          2634
      Liberty
                          
                          Beaumont,
      TX
                          
                          TX
                          
                          77702-1935TXCAMW000
                          
                          Camp
      Wisdom
                          
                          600
      East Camp Wisdom
                          
                          Duncanville,
      TX
                          
                          TX
                          
                          75116-2799TXCAMW080
                          
                          Camp
      Wisdom - Parking
                          
                          611
      Michaels
                          
                          Duncanville,
      TX
                          
                          TX
                          
                          75116-2799TXCAMW081
                          
                          Camp
      Wisdom - Parking
                          
                          607
      Michaels
                          
                          Duncanville,
      TX
                          
                          TX
                          
                          75116-2799TXCAMW082
                          
                          Camp
      Wisdom - Parking
                          
                          603
      Michaels
                          
                          Duncanville,
      TX
                          
                          TX
                          
                          75116-2799TXHAR-000
                          
                          Harlandale
                          
                          111
      Rayburn
                          
                          San
      Antonio, TX
                          
                          TX
                          
                          78221-1336TXHAR-010
                          
                          Harlandale
      Remote Motor Bank I
                          
                          111
      Rayburn
                          
                          San
      Antonio, TX
                          
                          TX
                          
                          78221-1336TXNED-000
                          
                          Nederland
                          
                          1308
      Boston
                          
                          Nederland,
      TX
                          
                          TX
                          
                          77627TXNED-010
                          
                          Nederland
      Remote Motor Bank
                          
                          1323
      Boston
                          
                          Nederland,
      TX
                          
                          TX
                          
                          77627TXNORH000
                          
                          Northern
      Hills
                          
                          12303
      Nacogdoches
                          
                          San
      Antonio, TX
                          
                          TX
                          
                          78217-2197TXNORH010
                          
                          Northern
      Hills Remote Motor Bk
                          
                          11714
      Perrin Beitel
                          
                          San
      Antonio, TX
                          
                          TX
                          
                          78233TXNORH050
                          
                          Northern
      Hills Land
                          
                          11714
      Perrin Beitel
                          
                          San
      Antonio, TX
                          
                          TX
                          
                          78217-2106TXPAM-000
                          
                          Pampa
      - Main
                          
                          100
      N. Cuyler
                          
                          Pampa,
      TX
                          
                          TX
                          
                          79065TXPAM-010
                          
                          Pampa
      Motor Bank
                          
                          301
      N. Cuyler
                          
                          Pampa,
      TX
                          
                          TX
                          
                          79065TXSHOC100
                          
                          Shoal
      Creek (BB)
                          
                          7900
      Shoal Creek
                          
                          Austin,
      TX
                          
                          TX
                          
                          78703TXSTE-200
                          
                          Steeplechase
      (Cy-Fair) (CH)
                          
                          11025
      FM 1960 W.
                          
                          Houston,
      TX
                          
                          TX
                          
                          77065TXUVA-000
                          
                          Uvalde
                          
                          220
      East Main Street
                          
                          Uvalde,
      TX
                          
                          TX
                          
                          78801-5639TXUVA-080
                          
                          Uvalde
      - Parking
                          
                          220
      East Main Street
                          
                          Uvalde,
      TX
                          
                          TX
                          
                          78801-5639TXWICF010
                          
                          Wichita
      Falls Rmt Motor Bk
                          
                          807
      Lamar Street
                          
                          Wichita
      Falls, TX
                          
                          TX
                          
                          76301-6826TXWICF083
                          
                          Wichita
      Falls - Parking
                          
                          808
      Lamar Street
                          
                          Wichita
      Falls, TX
                          
                          TX
                          
                          76301-6826TXWICF100
                          
                          Wichita
      Falls (New)
                          
                          2733
      Midwestern Parkway
                          
                          Wichita
      Falls, TX
                          
                          TX
                          
                          76308VAABI-000
                          
                          Abingdon
                          
                          271
      West Main Street
                          
                          Abingdon,
      VA
                          
                          VA
                          
                          24210VACENS000
                          
                          Central
      Springfield
                          
                          6315
      Backlick Road
                          
                          Springfield,
      VA
                          
                          VA
                          
                          22150VACOLR000
                          
                          Coliseum-Riverdale
                          
                          2030
      Coliseum Drive, #A
                          
                          Hampton,
      VA
                          
                          VA
                          
                          23666VAFAIC000
                          
                          Fairfax
      Courthouse
                          
                          10440
      Main Street
                          
                          Fairfax,
      VA
                          
                          VA
                          
                          22030VAORA-000
                          
                          Orange
                          
                          113
      West Main Street
                          
                          Orange,
      VA
                          
                          VA
                          
                          22960VAPROR000
                          
                          Providence
      Road
                          
                          6025
      Providence Road
                          
                          Virginia
      Beach, VA
                          
                          VA
                          
                          23464VAROBB000
                          
                          Robinson
      & Broad
                          
                          2601
      West Broad Street
                          
                          Richmond,
      VA
                          
                          VA
                          
                          23220WABAL-000
                          
                          Ballard
                          
                          2010
      NW Market Street
                          
                          Seattle,
      WA
                          
                          WA
                          
                          98107WACAM-000
                          
                          Camas
                          
                          528
      NE 4th Ave
                          
                          Camas,
      WA
                          
                          WA
                          
                          98607WACLA-000
                          
                          Clarkston
                          
                          748
      6th St
                          
                          Clarkston,
      WA
                          
                          WA
                          
                          99403WAEDM-000
                          
                          Edmonds
                          
                          306
      Main St
                          
                          Edmonds,
      WA
                          
                          WA
                          
                          98020WAGRE-000
                          
                          Greenwood
                          
                          404
      N 85th Street
                          
                          Seattle,
      WA
                          
                          WA
                          
                          98103
  5
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 WAIND-000
                    
                    Industrial
      Br
                    
                    2764
      1st Ave S
                    
                    Seattle,
      WA
                    
                    WA
                    
                    98134WAKEN-100
                    
                    Kennewick
                    
                    3420
      W. Kennewick Ave
                    
                    Kennewick,
      WA
                    
                    WA
                    
                    99336WALYN-000
                    
                    Lynden
      Branch
                    
                    700
      Front St
                    
                    Lynden,
      WA
                    
                    WA
                    
                    98264WALYN-080
                    
                    Lynden
      BR Parking
                    
                    700
      Front ST
                    
                    Lynden,
      WA
                    
                    WA
                    
                    98264WAPORT000
                    
                    Port
      Townsend
                    
                    734
      Water Street
                    
                    Port
      Townsend, WA
                    
                    WA
                    
                    98368WAQUI-000
                    
                    Quincy
      Branch
                    
                    500
      Central Ave S
                    
                    Quincy,
      WA
                    
                    WA
                    
                    98848WASEQ-000
                    
                    Sequim
                    
                    114
      S Sequim Ave
                    
                    Sequim,
      WA
                    
                    WA
                    
                    98382WAWENV000
                    
                    Wenatchee
      Valley
                    
                    30 S
      Wenatchee Ave
                    
                    Wenatchee,
      WA
                    
                    WA
                    
                    98801XYZ000000
                    
                    Exchange
      Property
  6
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy
Percentages
 
 Project ID
                  
                  Project Description
                  
                  Property Type
                  
                  Leased
                    Premises
                  
                  Vacate
                    Space
                  
                  Total SF
                  
                  Occupancy
                    PercentageARBATM000
                  
                  Batesville
      Main Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,402
                  
                  4,123
                  
                  18,603
                  
                  29.0
                  %ARBATP080
                  
                  Batesville
      Parking
                  
                  Parking
      Lot
                  
                  0
                  
                  -
                  
                  1
                  
                  29.0
                  %ARBEN-000
                  
                  Bentonville
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,754
                  
                  -
                  
                  10,754
                  
                  81.4
                  %ARDOW-010
                  
                  Downtown
      Drive-In
                  
                  Remote
      Motor Bank
                  
                  786
                  
                  -
                  
                  786
                  
                  100.0
                  %ARMCA-080
                  
                  McAdams
      Parking Lot
                  
                  Parking
      Lot
                  
                  0
                  
                  -
                  
                  1
                  
                  35.5
                  %ARMCAT030
                  
                  McAdams
      Trust Building
                  
                  Banking
      Center w/o Motor Bank
                  
                  7,183
                  
                  12,778
                  
                  20,207
                  
                  35.5
                  %ARMOUH000
                  
                  Mountain
      Home Main Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  9,920
                  
                  6,039
                  
                  15,959
                  
                  62.2
                  %AZRH-J000
                  
                  R.H.
      Johnson Blvd
                  
                  Banking
      Center w/ Motor Bank
                  
                  12,916
                  
                  -
                  
                  12,916
                  
                  100.0
                  %CAARN-000
                  
                  Arnold
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,573
                  
                  -
                  
                  10,573
                  
                  100.0
                  %CABAYF000
                  
                  Bay-Fair
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,477
                  
                  4,778
                  
                  15,255
                  
                  68.7
                  %CABURB000
                  
                  Burlingame
      Branch
                  
                  Banking
      Center w/ Motor Bank
                  
                  12,270
                  
                  -
                  
                  12,270
                  
                  100.0
                  %CACANP100
                  
                  Canoga
      Park Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,899
                  
                  -
                  
                  10,899
                  
                  100.0
                  %CACOLH000
                  
                  College
      Heights
                  
                  Banking
      Center w/o Motor Bank
                  
                  12,477
                  
                  -
                  
                  12,477
                  
                  100.0
                  %CADIN-000
                  
                  Dinuba
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,450
                  
                  -
                  
                  10,450
                  
                  100.0
                  %CAEASF100
                  
                  East
      Fresno
                  
                  Banking
      Center w/o Motor Bank
                  
                  11,411
                  
                  -
                  
                  11,411
                  
                  100.0
                  %CAEL-C400
                  
                  El
      Camino-Keily Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  5,643
                  
                  7,495
                  
                  13,138
                  
                  42.9
                  %CAEURM000
                  
                  Eureka
      Main Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  14,223
                  
                  4,066
                  
                  18,289
                  
                  77.8
                  %CAEURM080
                  
                  Eureka
      Main Parking Lot
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  77.7
                  %CAFOL-000
                  
                  Folsom
                  
                  Banking
      Center w/o Motor Bank
                  
                  9,115
                  
                  4,371
                  
                  13,486
                  
                  67.6
                  %CAFORB000
                  
                  Fort
      Bragg Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  8,540
                  
                  3,645
                  
                  12,185
                  
                  70.1
                  %CAHAN-000
                  
                  Hanford
                  
                  Banking
      Center w/ Motor Bank
                  
                  11,008
                  
                  2,952
                  
                  13,960
                  
                  78.9
                  %CAHEA-000
                  
                  Healdsburg
                  
                  Banking
      Center w/o Motor Bank
                  
                  11,060
                  
                  -
                  
                  11,060
                  
                  100.0
                  %CAHEMM000
                  
                  Hemet
      Main
                  
                  Banking
      Center w/o Motor Bank
                  
                  17,800
                  
                  -
                  
                  17,800
                  
                  100.0
                  %CAHILB200
                  
                  Hilltop
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  9,891
                  
                  4,188
                  
                  14,080
                  
                  70.3
                  %CALANM000
                  
                  Lancaster
      Main Office
                  
                  Banking
      Center w/o Motor Bank
                  
                  13,953
                  
                  4,590
                  
                  18,543
                  
                  75.2
                  %CALEM-000
                  
                  Lemoore
      587
                  
                  Banking
      Center w/o Motor Bank
                  
                  9,113
                  
                  -
                  
                  10,310
                  
                  88.4
                  %CALINV100
                  
                  Lincoln
      Village
                  
                  Banking
      Center w/o Motor Bank
                  
                  13,516
                  
                  4,778
                  
                  18,294
                  
                  73.9
                  %CALIV-000
                  
                  Livermore
                  
                  Banking
      Center w/o Motor Bank
                  
                  17,590
                  
                  -
                  
                  17,590
                  
                  100.0
                  %CAMAR-100
                  
                  Marysville
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  5,364
                  
                  5,742
                  
                  11,105
                  
                  48.3
                  %CAMARL000
                  
                  Martin
      Luther King Jr
                  
                  Banking
      Center w/o Motor Bank
                  
                  12,232
                  
                  -
                  
                  12,232
                  
                  100.0
                  %CAMIS2300
                  
                  Mission-23rd
      St Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  12,393
                  
                  -
                  
                  12,393
                  
                  100.0
                  %CAMON-400
                  
                  Montrose
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,859
                  
                  -
                  
                  10,859
                  
                  100.0
                  %CAONTP000
                  
                  Ontario
      Plaza
                  
                  Banking
      Center w/o Motor Bank
                  
                  12,220
                  
                  4,030
                  
                  16,250
                  
                  75.2
                  %CAORA-000
                  
                  Orangevale
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  9,718
                  
                  4,270
                  
                  13,988
                  
                  69.5
                  %CAORO-100
                  
                  Oroville
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  6,284
                  
                  6,660
                  
                  12,945
                  
                  48.5
                  %CAPET-000
                  
                  Petaluma
                  
                  Banking
      Center w/o Motor Bank
                  
                  13,263
                  
                  3,525
                  
                  17,330
                  
                  76.5
                  %CAPLE-000
                  
                  Pleasanton
                  
                  Banking
      Center w/o Motor Bank
                  
                  8,886
                  
                  4,300
                  
                  13,186
                  
                  67.4
                  %CAPOR-000
                  
                  Porterville
                  
                  Banking
      Center w/ Motor Bank
                  
                  11,513
                  
                  2,028
                  
                  15,521
                  
                  74.2
                  %CAREE-000
                  
                  Reedley
                  
                  Banking
      Center w/o Motor Bank
                  
                  8,923
                  
                  3,645
                  
                  12,568
                  
                  71.0
                  %CARES-000
                  
                  Reseda
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,964
                  
                  3,200
                  
                  14,164
                  
                  77.4
                  %CARID-000
                  
                  Ridgecrest
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,428
                  
                  -
                  
                  10,428
                  
                  100.0
                  %CARID-080
                  
                  Ridgecrest
      Parking
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  100.0
                  %CASEAB100
                  
                  Seaside
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  7,539
                  
                  4,066
                  
                  11,605
                  
                  65.0
                  %CASHEO000
                  
                  Sherman
      Oaks
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,595
                  
                  -
                  
                  10,595
                  
                  100.0
                  %CASLAV000
                  
                  Slauson-Vermont
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  13,763
                  
                  -
                  
                  13,763
                  
                  100.0
                  %CAST-H000
                  
                  St
      Helena
                  
                  Banking
      Center w/o Motor Bank
                  
                  12,568
                  
                  -
                  
                  12,568
                  
                  100.0
                  %CASTOA000
                  
                  Stockton
      Agri-Center
                  
                  Banking
      Center w/o Motor Bank
                  
                  12,309
                  
                  4,778
                  
                  17,087
                  
                  72.0
                  %CASUNI100
                  
                  Sunnyvale
      Industrial Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  9,577
                  
                  9,815
                  
                  19,392
                  
                  49.4
                  %CASUSB000
                  
                  Susanville
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  8,244
                  
                  4,137
                  
                  12,382
                  
                  66.6
                  %CATOLL000
                  
                  Toluca
      Lake
                  
                  Banking
      Center w/o Motor Bank
                  
                  14,175
                  
                  -
                  
                  14,175
                  
                  100.0
                  %CATOLL080
                  
                  Toluca
      Lake Parking
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  100.0
                  %CATUR-000
                  
                  Turlock
                  
                  Banking
      Center w/ Motor Bank
                  
                  12,113
                  
                  2,400
                  
                  14,513
                  
                  83.5
                  %CAVACF000
                  
                  Vacaville
      Financial Center
                  
                  Banking
      Center w/o Motor Bank
                  
                  11,311
                  
                  6,199
                  
                  17,510
                  
                  64.6
                  %
  7
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 CAVERB000
                  
                  Vernon
      Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  13,495
                  
                  -
                  
                  13,495
                  
                  100.0
                  %CAWESL100
                  
                  West
      Los Angeles Branch
                  
                  Banking
      Center - Retail
                  
                  15,348
                  
                  -
                  
                  15,348
                  
                  100.0
                  %CAWILG100
                  
                  Willow
      Glen Branch
                  
                  Banking
      Center w/o Motor Bank
                  
                  6,338
                  
                  3,863
                  
                  10,201
                  
                  62.1
                  %CAWOO-000
                  
                  Woodland
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,368
                  
                  8,255
                  
                  16,623
                  
                  50.3
                  %CTBATP076
                  
                  70
      Batterson Park Rd
                  
                  Office
      Space
                  
                  126,711
                  
                  -
                  
                  126,711
                  
                  100.0
                  %CTFARA076
                  
                  70
      Farmington Ave
                  
                  Office
      Space
                  
                  7,449
                  
                  32,083
                  
                  39,532
                  
                  18.8
                  %CTGREA076
                  
                  240
      Greenwich Ave (Exec)
                  
                  Office
      Space
                  
                  31,873
                  
                  -
                  
                  38,042
                  
                  83.8
                  %CTMAIS076
                  
                  777
      Main St
                  
                  Office
      Space
                  
                  235,849
                  
                  92,949
                  
                  338,337
                  
                  69.7
                  %CTPARL076
                  
                  100
      Park Lane Rd (Rte 202)
                  
                  Office
      Space
                  
                  5,304
                  
                  15,570
                  
                  20,874
                  
                  25.4
                  %CTWALS000
                  
                  48
      Wall St
                  
                  Banking
      Center w/o Motor Bank
                  
                  7,021
                  
                  16,480
                  
                  23,501
                  
                  29.9
                  %DECHR-030
                  
                  300
      North Wakefield Dr (Chris
                  
                  Operations
      Center
                  
                  121,800
                  
                  -
                  
                  121,800
                  
                  100.0
                  %FLBAY-300
                  
                  Bayshore
                  
                  Banking
      Center w/ Motor Bank
                  
                  10,608
                  
                  6,992
                  
                  17,600
                  
                  60.3
                  %FLBAYP000
                  
                  Bay
      Point
                  
                  Banking
      Center w/o Motor Bank
                  
                  8,765
                  
                  -
                  
                  15,922
                  
                  55.0
                  %FLBELB100
                  
                  Bellair
      Bluffs
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,965
                  
                  10,265
                  
                  16,230
                  
                  36.8
                  %FLBLO-100
                  
                  Blountstown
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,549
                  
                  5,897
                  
                  12,446
                  
                  52.6
                  %FLCHAH200
                  
                  Charlotte
      Harbor
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,415
                  
                  3,765
                  
                  12,030
                  
                  45.0
                  %FLCOCV000
                  
                  Cocoa
      Village Downtown
                  
                  Office
      Space
                  
                  7,444
                  
                  14,499
                  
                  35,208
                  
                  21.1
                  %FLCORR200
                  
                  Coral
      Ridge (CF)
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,450
                  
                  -
                  
                  18,687
                  
                  39.9
                  %FLCRYR000
                  
                  Crystal
      River
                  
                  Banking
      Center w/ Motor Bank
                  
                  10,260
                  
                  3,024
                  
                  13,500
                  
                  76.0
                  %FLDAYB200
                  
                  Daytona
      Beach Intl Speedway
                  
                  Banking
      Center w/ Motor Bank
                  
                  14,400
                  
                  -
                  
                  14,400
                  
                  100.0
                  %FLDELP000
                  
                  Del
      Prado/Viscaya
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,606
                  
                  4,872
                  
                  12,478
                  
                  61.0
                  %FLEASB100
                  
                  East
      Bay Largo
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,030
                  
                  8,340
                  
                  16,370
                  
                  49.1
                  %FLEASB110
                  
                  East
      Bay Largo Drive-In
                  
                  Remote
      Motor Bank
                  
                  332
                  
                  -
                  
                  332
                  
                  100.0
                  %FLEUS-010
                  
                  Eustis-Remote
      Drive In
                  
                  Remote
      Motor Bank
                  
                  485
                  
                  -
                  
                  485
                  
                  100.0
                  %FLEUS-100
                  
                  Eustis
                  
                  Banking
      Center w/o Motor Bank
                  
                  6,686
                  
                  6,143
                  
                  14,029
                  
                  47.7
                  %FLFORM000
                  
                  Fort
      Myers Beach
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,432
                  
                  617
                  
                  12,324
                  
                  52.2
                  %FLFORW000
                  
                  Fort
      Walton Beach
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,265
                  
                  -
                  
                  14,931
                  
                  48.7
                  %FLFORW010
                  
                  Fort
      Walton Beach Remote DI
                  
                  Remote
      Motor Bank
                  
                  400
                  
                  -
                  
                  400
                  
                  100.0
                  %FLGUL-000
                  
                  Gulfgate
                  
                  Banking
      Center w/ Motor Bank
                  
                  10,174
                  
                  -
                  
                  12,632
                  
                  80.5
                  %FLHOMO000
                  
                  Homestead
      Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  12,393
                  
                  -
                  
                  15,528
                  
                  79.8
                  %FLINDR000
                  
                  Indian
      Rocks
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,480
                  
                  9,333
                  
                  15,813
                  
                  41.0
                  %FLINV-010
                  
                  Inverness
      Drive-In
                  
                  Remote
      Motor Bank
                  
                  350
                  
                  -
                  
                  350
                  
                  100.0
                  %FLINV-400
                  
                  Inverness
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,403
                  
                  8,457
                  
                  16,860
                  
                  49.8
                  %FLJAC-200
                  
                  Jacaranda/West
      Sunrise
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,668
                  
                  7,668
                  
                  15,336
                  
                  50.0
                  %FLJAYO000
                  
                  Jay
      Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,217
                  
                  5,117
                  
                  10,334
                  
                  50.5
                  %FLLAKC100
                  
                  Lake
      City Downtown
                  
                  Banking
      Center w/ Motor Bank
                  
                  4,957
                  
                  14,074
                  
                  19,031
                  
                  26.0
                  %FLLAKW500
                  
                  Lake
      Wales Downtown
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,500
                  
                  10,100
                  
                  19,500
                  
                  33.3
                  %FLLIVO100
                  
                  Live
      Oak
                  
                  Banking
      Center w/ Motor Bank
                  
                  4,910
                  
                  -
                  
                  18,000
                  
                  27.3
                  %FLLON-000
                  
                  Longwood/Central
      Pkwy
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,099
                  
                  7,814
                  
                  13,916
                  
                  36.6
                  %FLMIAS000
                  
                  Miami
      Shores/Shores Villages
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,996
                  
                  8,114
                  
                  18,170
                  
                  38.5
                  %FLMIAS200
                  
                  Miami
      Shores
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,974
                  
                  -
                  
                  11,737
                  
                  50.9
                  %FLMID-300
                  
                  Midway
                  
                  Banking
      Center w/ Motor Bank
                  
                  14,092
                  
                  -
                  
                  14,092
                  
                  100.0
                  %FLPAL-100
                  
                  Palatka
                  
                  Banking
      Center w/ Motor Bank
                  
                  3,633
                  
                  3,655
                  
                  10,800
                  
                  33.6
                  %FLPALB030
                  
                  Palm
      Beach Vault
                  
                  Operations
      Center
                  
                  14,252
                  
                  -
                  
                  14,252
                  
                  100.0
                  %FLPLA-000
                  
                  Plantation
                  
                  Banking
      Center w/ Motor Bank
                  
                  13,296
                  
                  -
                  
                  13,296
                  
                  100.0
                  %FLPLA-010
                  
                  Plantation
      Drive-In
                  
                  Remote
      Motor Bank
                  
                  670
                  
                  -
                  
                  670
                  
                  100.0
                  %FLSOUL000
                  
                  South
      Lakeland/Lake Miriam
                  
                  Banking
      Center w/ Motor Bank
                  
                  4,800
                  
                  3,200
                  
                  9,600
                  
                  50.0
                  %FLST-P000
                  
                  St.
      Petersburg Beach
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,612
                  
                  6,088
                  
                  11,700
                  
                  48.0
                  %FLTARS000
                  
                  Tarpon
      Springs
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,800
                  
                  5,480
                  
                  13,280
                  
                  58.7
                  %FLTAV-100
                  
                  Tavernier
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,560
                  
                  2,790
                  
                  10,350
                  
                  73.0
                  %FLTROC000
                  
                  Trouble
      Creek
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,998
                  
                  -
                  
                  15,475
                  
                  38.8
                  %FLTROC010
                  
                  Trouble
      Creek Remote Drive In
                  
                  Remote
      Motor Bank
                  
                  600
                  
                  -
                  
                  600
                  
                  100.0
                  %FLWEEW000
                  
                  Weeki
      Wachee
                  
                  Banking
      Center w/ Motor Bank
                  
                  10,684
                  
                  4,113
                  
                  16,630
                  
                  64.2
                  %FLWES-700
                  
                  Westside
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,540
                  
                  3,795
                  
                  12,300
                  
                  53.2
                  %GAABEV000
                  
                  Aberdeen
      Village
                  
                  Banking
      Center w/ Motor Bank
                  
                  13,990
                  
                  -
                  
                  19,058
                  
                  73.4
                  %GADEC-000
                  
                  Decatur
      (BS)
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,743
                  
                  5,257
                  
                  13,000
                  
                  59.6
                  %GADUBM000
                  
                  Dublin
      Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  -
                  
                  14,196
                  
                  15,506
                  
                  0.0
                  %
  8
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 GAEASP000
                  
                  East
      Point
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,558
                  
                  4,678
                  
                  15,042
                  
                  43.6
                  %GAFIT-010
                  
                  Fitzgerald
      Drive-In
                  
                  Remote
      Motor Bank
                  
                  475
                  
                  -
                  
                  475
                  
                  100.0
                  %GAFITM000
                  
                  Fitzgerald
      Main
                  
                  Banking
      Center w/o Motor Bank
                  
                  4,642
                  
                  4,082
                  
                  9,575
                  
                  48.5
                  %GAHAR-010
                  
                  Hartwell
      Drive-in
                  
                  Remote
      Motor Bank
                  
                  367
                  
                  -
                  
                  367
                  
                  100.0
                  %GAHARM000
                  
                  Hartwell
      Main
                  
                  Banking
      Center w/o Motor Bank
                  
                  5,863
                  
                  5,863
                  
                  11,726
                  
                  50.0
                  %GAHOU-000
                  
                  Houston
      (BS)
                  
                  Banking
      Center w/ Motor Bank
                  
                  -
                  
                  6,052
                  
                  7,000
                  
                  0.0
                  %GAJES-000
                  
                  Jesup
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,700
                  
                  5,400
                  
                  12,100
                  
                  55.4
                  %GANEWM000
                  
                  Newnan
      Main
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,574
                  
                  11,900
                  
                  19,940
                  
                  28.0
                  %KS38S-000
                  
                  38th
      St. Facility
                  
                  Banking
      Center w/o Motor Bank
                  
                  4,652
                  
                  6,524
                  
                  16,587
                  
                  28.0
                  %MA102M076
                  
                  1025
      - 1075 Main (Building I
                  
                  Office
      Space
                  
                  283,742
                  
                  -
                  
                  283,742
                  
                  100.0
                  %MA46-P000
                  
                  46
      Pleasant St
                  
                  Banking
      Center w/o Motor Bank
                  
                  7,541
                  
                  14,129
                  
                  21,854
                  
                  34.5
                  %MAMALO030
                  
                  200
      Exchange St (Malden Ops C
                  
                  Operations
      Center
                  
                  311,587
                  
                  -
                  
                  311,587
                  
                  100.0
                  %MAPLES076
                  
                  700
      Pleasant St
                  
                  Office
      Space
                  
                  14,291
                  
                  14,803
                  
                  68,718
                  
                  20.8
                  %MDEAS-000
                  
                  Easton
      - BAL
                  
                  Banking
      Center w/o Motor Bank
                  
                  -
                  
                  11,153
                  
                  18,679
                  
                  0.0
                  %MDLANP000
                  
                  Langley
      Park
                  
                  Banking
      Center w/ Motor Bank
                  
                  -
                  
                  8,585
                  
                  13,116
                  
                  0.0
                  %MDLANP080
                  
                  Langley
      Park Parking
                  
                  Parking
      Lot
                  
                  -
                  
                  1
                  
                  1
                  
                  0.0
                  %MDTOW-000
                  
                  Towson
      (NCNB)
                  
                  Banking
      Center w/ Motor Bank
                  
                  3,602
                  
                  3,633
                  
                  10,820
                  
                  33.3
                  %MDWHE-000
                  
                  Wheaton
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,554
                  
                  6,706
                  
                  18,391
                  
                  35.6
                  %MECOUS000
                  
                  178
      Court St
                  
                  Banking
      Center w/o Motor Bank
                  
                  8,931
                  
                  2,163
                  
                  13,600
                  
                  65.7
                  %MEFLEC076
                  
                  80
      Exchange St (Fleet Ctr)
                  
                  Office
      Space
                  
                  21,133
                  
                  15,210
                  
                  93,598
                  
                  22.6
                  %MEGAND030
                  
                  65
      Gannett Dr
                  
                  Operations
      Center
                  
                  26,610
                  
                  6,793
                  
                  33,403
                  
                  79.7
                  %MOBAL-000
                  
                  Ballwin
      Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,558
                  
                  6,663
                  
                  14,221
                  
                  53.1
                  %MOBEL-000
                  
                  Belton
      Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,000
                  
                  7,720
                  
                  15,720
                  
                  50.9
                  %MOEASA000
                  
                  East
      Arrow
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,397
                  
                  11,401
                  
                  16,798
                  
                  32.1
                  %MOFOR-200
                  
                  Forsyth
      Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,327
                  
                  4,556
                  
                  10,645
                  
                  50.0
                  %MOFROS000
                  
                  Front
      Street Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,168
                  
                  7,781
                  
                  12,949
                  
                  39.9
                  %MOI70N000
                  
                  I-70
      & Noland Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  9,719
                  
                  3,635
                  
                  13,941
                  
                  69.7
                  %MOKANC031
                  
                  Kansas
      City Ops Center
                  
                  Operations
      Center
                  
                  228,636
                  
                  81,980
                  
                  310,616
                  
                  73.6
                  %MOMETH000
                  
                  Metropolitan/Holmes
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,796
                  
                  -
                  
                  13,573
                  
                  50.1
                  %MOOFAM000
                  
                  O'Fallon
      MO Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  4,097
                  
                  7,354
                  
                  11,451
                  
                  35.8
                  %MOWES-100
                  
                  Westport
      Facility
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,995
                  
                  11,233
                  
                  19,228
                  
                  41.6
                  %NCGATC076
                  
                  Gateway
      Center - Charlotte
                  
                  Office
      Space
                  
                  298,091
                  
                  -
                  
                  310,208
                  
                  96.1
                  %NCHENM200
                  
                  Hendersonville
      Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,926
                  
                  3,534
                  
                  11,460
                  
                  69.2
                  %NHCENS000
                  
                  20
      Central Sq
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,560
                  
                  7,969
                  
                  20,593
                  
                  41.6
                  %NHMAIS076
                  
                  143-157
      Main St
                  
                  Office
      Space
                  
                  26,737
                  
                  14,847
                  
                  52,451
                  
                  51.0
                  %NHMARS000
                  
                  3
      Pleasant St (Market Sq)
                  
                  Banking
      Center w/o Motor Bank
                  
                  14,189
                  
                  -
                  
                  14,189
                  
                  100.0
                  %NJ310B000
                  
                  3109
      Bergenline Ave (31st S
                  
                  Banking
      Center w/o Motor Bank
                  
                  6,031
                  
                  -
                  
                  13,974
                  
                  43.2
                  %NJ639R000
                  
                  639
      Rte 18 & Arthur St
                  
                  Banking
      Center w/o Motor Bank
                  
                  14,920
                  
                  -
                  
                  14,920
                  
                  100.0
                  %NJBEER076
                  
                  40
      Beechwood Rd
                  
                  Office
      Space
                  
                  13,132
                  
                  -
                  
                  13,132
                  
                  100.0
                  %NJBELA076
                  
                  209-215
      Bellevue Ave
                  
                  Office
      Space
                  
                  26,941
                  
                  -
                  
                  26,941
                  
                  100.0
                  %NJCARC176
                  
                  301
      Carnegie Ctr (pkg 3600 Br
                  
                  Office
      Space
                  
                  43,300
                  
                  84,322
                  
                  127,622
                  
                  33.9
                  %NJCENA000
                  
                  Central
      Ave & Rte 46
                  
                  Banking
      Center w/o Motor Bank
                  
                  -
                  
                  10,407
                  
                  13,448
                  
                  0.0
                  %NJCHAB000
                  
                  150
      Chambers Bridge Rd
                  
                  Banking
      Center w/o Motor Bank
                  
                  5,936
                  
                  5,022
                  
                  16,940
                  
                  35.0
                  %NJCRAR000
                  
                  591
      Cranbury Rd
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,587
                  
                  5,309
                  
                  15,896
                  
                  66.6
                  %NJEASR000
                  
                  54
      East Ridgewood Ave
                  
                  Banking
      Center w/ Motor Bank
                  
                  15,000
                  
                  12,000
                  
                  27,000
                  
                  55.6
                  %NJHACS000
                  
                  207-209
      Hackensack St
                  
                  Banking
      Center w/o Motor Bank
                  
                  4,937
                  
                  1,263
                  
                  11,700
                  
                  42.2
                  %NJHUNS100
                  
                  4
      Hunter St
                  
                  Banking
      Center w/o Motor Bank
                  
                  6,565
                  
                  3,852
                  
                  12,917
                  
                  50.8
                  %NJHWY9076
                  
                  3670
      Hwy 9
                  
                  Office
      Space
                  
                  19,651
                  
                  5,702
                  
                  25,353
                  
                  77.5
                  %NJMAIC000
                  
                  Main
      & Corliss
                  
                  Banking
      Center w/o Motor Bank
                  
                  10,429
                  
                  3,485
                  
                  13,914
                  
                  75.0
                  %NJMAIS300
                  
                  276
      Main St
                  
                  Banking
      Center w/o Motor Bank
                  
                  8,168
                  
                  23,462
                  
                  31,630
                  
                  25.8
                  %NJMAPA100
                  
                  161
      Maplewood Ave (Main)
                  
                  Banking
      Center w/o Motor Bank
                  
                  9,038
                  
                  4,706
                  
                  19,706
                  
                  45.9
                  %NJNASS076
                  
                  90
      Nassau St (pkg 440 Vandeve
                  
                  Office
      Space
                  
                  8,982
                  
                  17,377
                  
                  26,359
                  
                  34.1
                  %NJNORW000
                  
                  601,607-609
      North Wood Ave
                  
                  Banking
      Center w/o Motor Bank
                  
                  16,597
                  
                  -
                  
                  16,597
                  
                  100.0
                  %NJNSRT070
                  
                  395
      N/S Rte 70
                  
                  Banking
      Center w/o Motor Bank
                  
                  13,859
                  
                  -
                  
                  17,490
                  
                  79.2
                  %NJRT13076
                  
                  243
      Rte 130
                  
                  Office
      Space
                  
                  3,144
                  
                  22,578
                  
                  33,911
                  
                  9.3
                  %NJRT-2076
                  
                  1125
      Rte 22 West
                  
                  Office
      Space
                  
                  49,273
                  
                  31,153
                  
                  94,932
                  
                  51.9
                  %NJRT-7076
                  
                  4900
      Rte 70
                  
                  Office
      Space
                  
                  17,732
                  
                  4,000
                  
                  21,732
                  
                  81.6
                  %
  9
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 NJRTS2000
                                                                                                                      
                                                                                                                      263
      Rts 202/31
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      3,886
                                                                                                                      
                                                                                                                      7,308
                                                                                                                      
                                                                                                                      11,194
                                                                                                                      
                                                                                                                      34.7
                                                                                                                      %NJSOUO000
                                                                                                                      
                                                                                                                      8
      South Orange Ave
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      4,967
                                                                                                                      
                                                                                                                      759
                                                                                                                      
                                                                                                                      13,211
                                                                                                                      
                                                                                                                      37.6
                                                                                                                      %NJSOUW000
                                                                                                                      
                                                                                                                      35
      South Washington Ave
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      10,100
                                                                                                                      
                                                                                                                      2,500
                                                                                                                      
                                                                                                                      12,600
                                                                                                                      
                                                                                                                      80.2
                                                                                                                      %NJSPRA200
                                                                                                                      
                                                                                                                      367
      Springfield Ave
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      14,941
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      14,941
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NJSUMR100
                                                                                                                      
                                                                                                                      296
      Summerhill Rd
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      7,945
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      16,107
                                                                                                                      
                                                                                                                      49.3
                                                                                                                      %NJTILR000
                                                                                                                      
                                                                                                                      1501
      Tilton Rd
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      9,301
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      15,478
                                                                                                                      
                                                                                                                      60.1
                                                                                                                      %NMAMA-000
                                                                                                                      
                                                                                                                      Amador
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      6,756
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      10,756
                                                                                                                      
                                                                                                                      62.8
                                                                                                                      %NMLASC076
                                                                                                                      
                                                                                                                      Las
      Cruces Main Aux. Bldg.
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      5,190
                                                                                                                      
                                                                                                                      0.0
                                                                                                                      %NMLASC080
                                                                                                                      
                                                                                                                      Las
      Cruces Br. Parking
                                                                                                                      
                                                                                                                      Parking
      Lot
                                                                                                                      
                                                                                                                      1
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      1
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NMRAT-010
                                                                                                                      
                                                                                                                      Raton--Motor
      Facility
                                                                                                                      
                                                                                                                      Remote
      Motor Bank
                                                                                                                      
                                                                                                                      774
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      774
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NMRATM000
                                                                                                                      
                                                                                                                      Raton--Main
      Facility
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      14,108
                                                                                                                      
                                                                                                                      14,108
                                                                                                                      
                                                                                                                      0.0
                                                                                                                      %NMSANF010
                                                                                                                      
                                                                                                                      Santa
      Fe - Motor Bank
                                                                                                                      
                                                                                                                      Remote
      Motor Bank
                                                                                                                      
                                                                                                                      7,180
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      7,180
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NMSANF200
                                                                                                                      
                                                                                                                      Santa
      Fe--Main Facility
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      15,629
                                                                                                                      
                                                                                                                      16,810
                                                                                                                      
                                                                                                                      32,439
                                                                                                                      
                                                                                                                      48.2
                                                                                                                      %NVLASV030
                                                                                                                      
                                                                                                                      Las
      Vegas Operations CTR
                                                                                                                      
                                                                                                                      Operations
      Center
                                                                                                                      
                                                                                                                      98,058
                                                                                                                      
                                                                                                                      50,000
                                                                                                                      
                                                                                                                      148,058
                                                                                                                      
                                                                                                                      66.2
                                                                                                                      %NVRENO030
                                                                                                                      
                                                                                                                      Reno
      Operations Center
                                                                                                                      
                                                                                                                      Operations
      Center
                                                                                                                      
                                                                                                                      22,658
                                                                                                                      
                                                                                                                      18,000
                                                                                                                      
                                                                                                                      40,658
                                                                                                                      
                                                                                                                      60.6
                                                                                                                      %NY168S000
                                                                                                                      
                                                                                                                      91-16
      168th St
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      10,089
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      10,089
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NY333P000
                                                                                                                      
                                                                                                                      3330
      Park Ave
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      7,514
                                                                                                                      
                                                                                                                      735
                                                                                                                      
                                                                                                                      11,264
                                                                                                                      
                                                                                                                      66.7
                                                                                                                      %NY540B076
                                                                                                                      
                                                                                                                      540
      Broadway
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      62,737
                                                                                                                      
                                                                                                                      62,737
                                                                                                                      
                                                                                                                      0.0
                                                                                                                      %NY575B030
                                                                                                                      
                                                                                                                      575
      Broadway (Peter D Kiernan
                                                                                                                      
                                                                                                                      Operations
      Center
                                                                                                                      
                                                                                                                      103,638
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      103,638
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NY79-M000
                                                                                                                      
                                                                                                                      79
      Main St
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      5,009
                                                                                                                      
                                                                                                                      9,919
                                                                                                                      
                                                                                                                      15,663
                                                                                                                      
                                                                                                                      32.0
                                                                                                                      %NYBROH076
                                                                                                                      
                                                                                                                      300
      Broad Hollow Rd (Corp HQ)
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      45,131
                                                                                                                      
                                                                                                                      33,086
                                                                                                                      
                                                                                                                      257,436
                                                                                                                      
                                                                                                                      17.5
                                                                                                                      %NYBROH080
                                                                                                                      
                                                                                                                      Broadhollow
      Parking Lot
                                                                                                                      
                                                                                                                      Parking
      Lot
                                                                                                                      
                                                                                                                      1
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      1
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NYBROR076
                                                                                                                      
                                                                                                                      600
      Broadhollow Rd
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      13,337
                                                                                                                      
                                                                                                                      6,667
                                                                                                                      
                                                                                                                      20,004
                                                                                                                      
                                                                                                                      66.7
                                                                                                                      %NYCUTM020
                                                                                                                      
                                                                                                                      17
      Cutter Mill Rd
                                                                                                                      
                                                                                                                      Remote
      ATM
                                                                                                                      
                                                                                                                      126
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      126
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NYEASA076
                                                                                                                      
                                                                                                                      1
      East Ave
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      73,160
                                                                                                                      
                                                                                                                      20,665
                                                                                                                      
                                                                                                                      98,717
                                                                                                                      
                                                                                                                      74.1
                                                                                                                      %NYEASP000
                                                                                                                      
                                                                                                                      52
      East Park Ave
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      10,790
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      11,040
                                                                                                                      
                                                                                                                      97.7
                                                                                                                      %NYFOUP076
                                                                                                                      
                                                                                                                      10
      Fountain Plz / 560 Main St
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      56,936
                                                                                                                      
                                                                                                                      68,559
                                                                                                                      
                                                                                                                      198,259
                                                                                                                      
                                                                                                                      28.7
                                                                                                                      %NYGENS076
                                                                                                                      
                                                                                                                      268
      Genesee St (Complex)
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      36,000
                                                                                                                      
                                                                                                                      36,549
                                                                                                                      
                                                                                                                      72,549
                                                                                                                      
                                                                                                                      49.6
                                                                                                                      %NYGENS176
                                                                                                                      
                                                                                                                      120
      Genesee St
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      30,295
                                                                                                                      
                                                                                                                      16,594
                                                                                                                      
                                                                                                                      48,144
                                                                                                                      
                                                                                                                      62.9
                                                                                                                      %NYGRAA100
                                                                                                                      
                                                                                                                      2300
      Grand Ave
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      9,038
                                                                                                                      
                                                                                                                      2,825
                                                                                                                      
                                                                                                                      12,849
                                                                                                                      
                                                                                                                      70.3
                                                                                                                      %NYHEM-076
                                                                                                                      
                                                                                                                      15
      Hempstead
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      32,574
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      32,574
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NYHEMA000
                                                                                                                      
                                                                                                                      269
      Hempstead Ave
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      7,875
                                                                                                                      
                                                                                                                      1,579
                                                                                                                      
                                                                                                                      11,548
                                                                                                                      
                                                                                                                      68.2
                                                                                                                      %NYHEMA076
                                                                                                                      
                                                                                                                      60
      Hempstead Ave
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      18,335
                                                                                                                      
                                                                                                                      40,641
                                                                                                                      
                                                                                                                      69,998
                                                                                                                      
                                                                                                                      26.2
                                                                                                                      %NYHEMA080
                                                                                                                      
                                                                                                                      60
      Hempstead Ave Parking
                                                                                                                      
                                                                                                                      Parking
      Lot
                                                                                                                      
                                                                                                                      0
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      1
                                                                                                                      
                                                                                                                      26.2
                                                                                                                      %NYHEMT000
                                                                                                                      
                                                                                                                      2310
      Hempstead Tpke
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      8,038
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      11,071
                                                                                                                      
                                                                                                                      72.6
                                                                                                                      %NYHEMT200
                                                                                                                      
                                                                                                                      3161
      Hempstead Tpke
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      11,788
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      11,788
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NYIRMA010
                                                                                                                      
                                                                                                                      8
      Irma Ave (Auto)
                                                                                                                      
                                                                                                                      Remote
      Motor Bank
                                                                                                                      
                                                                                                                      100
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      100
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NYJAMS080
                                                                                                                      
                                                                                                                      49
      James St
                                                                                                                      
                                                                                                                      Parking
      Lot
                                                                                                                      
                                                                                                                      1
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      1
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %NYJERA076
                                                                                                                      
                                                                                                                      20
      Jerusalem Ave
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      21,947
                                                                                                                      
                                                                                                                      26,657
                                                                                                                      
                                                                                                                      0.0
                                                                                                                      %NYLIBP076
                                                                                                                      
                                                                                                                      200
      Liberty Plz
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      2,176
                                                                                                                      
                                                                                                                      31,299
                                                                                                                      
                                                                                                                      37,299
                                                                                                                      
                                                                                                                      5.8
                                                                                                                      %NYMERA076
                                                                                                                      
                                                                                                                      15
      Merrick Ave
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      17,117
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      24,392
                                                                                                                      
                                                                                                                      70.2
                                                                                                                      %NYMIDN000
                                                                                                                      
                                                                                                                      10
      Middle Neck Rd
                                                                                                                      
                                                                                                                      Banking
      Center w/o Motor Bank
                                                                                                                      
                                                                                                                      9,465
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      10,236
                                                                                                                      
                                                                                                                      92.5
                                                                                                                      %NYPREP076
                                                                                                                      
                                                                                                                      500
      East Genesee St (Presiden
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      20,872
                                                                                                                      
                                                                                                                      20,872
                                                                                                                      
                                                                                                                      0.0
                                                                                                                      %NYSTAS076
                                                                                                                      
                                                                                                                      500
      State St
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      20,787
                                                                                                                      
                                                                                                                      27,275
                                                                                                                      
                                                                                                                      81,577
                                                                                                                      
                                                                                                                      25.5
                                                                                                                      %NYSTAS176
                                                                                                                      
                                                                                                                      69
      State St
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      106,544
                                                                                                                      
                                                                                                                      26,890
                                                                                                                      
                                                                                                                      166,506
                                                                                                                      
                                                                                                                      64.0
                                                                                                                      %NYSTAS276
                                                                                                                      
                                                                                                                      63
      State St
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      8,164
                                                                                                                      
                                                                                                                      0.0
                                                                                                                      %NYTHIS076
                                                                                                                      
                                                                                                                      418
      Third St
                                                                                                                      
                                                                                                                      Office
      Space
                                                                                                                      
                                                                                                                      11,118
                                                                                                                      
                                                                                                                      9,328
                                                                                                                      
                                                                                                                      20,446
                                                                                                                      
                                                                                                                      54.4
                                                                                                                      %NYTRAR030
                                                                                                                      
                                                                                                                      2970
      Transit Rd
                                                                                                                      
                                                                                                                      Operations
      Center
                                                                                                                      
                                                                                                                      88,970
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      88,970
                                                                                                                      
                                                                                                                      100.0
                                                                                                                      %OKBROA000
                                                                                                                      
                                                                                                                      Broken
      Arrow Facility
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      5,646
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      10,446
                                                                                                                      
                                                                                                                      54.0
                                                                                                                      %OKCAT-000
                                                                                                                      
                                                                                                                      Catoosa
      Facility
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      5,476
                                                                                                                      
                                                                                                                      6,104
                                                                                                                      
                                                                                                                      11,580
                                                                                                                      
                                                                                                                      47.3
                                                                                                                      %OKENI-000
                                                                                                                      
                                                                                                                      Enid
      Facility
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      3,892
                                                                                                                      
                                                                                                                      4,789
                                                                                                                      
                                                                                                                      8,681
                                                                                                                      
                                                                                                                      44.8
                                                                                                                      %OKFOUC000
                                                                                                                      
                                                                                                                      Founder's
      Center
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      14,201
                                                                                                                      
                                                                                                                      7,267
                                                                                                                      
                                                                                                                      21,468
                                                                                                                      
                                                                                                                      66.2
                                                                                                                      %OKNORP076
                                                                                                                      
                                                                                                                      North
      Pointe Facility
                                                                                                                      
                                                                                                                      Banking
      Center - Retail
                                                                                                                      
                                                                                                                      6,097
                                                                                                                      
                                                                                                                      13,095
                                                                                                                      
                                                                                                                      48,072
                                                                                                                      
                                                                                                                      12.7
                                                                                                                      %OKTULS000
                                                                                                                      
                                                                                                                      Tulsa
      Security/31st Street
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      7,943
                                                                                                                      
                                                                                                                      3,084
                                                                                                                      
                                                                                                                      13,791
                                                                                                                      
                                                                                                                      57.6
                                                                                                                      %OKWES-000
                                                                                                                      
                                                                                                                      Western
      Drive In
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      5,366
                                                                                                                      
                                                                                                                      4,666
                                                                                                                      
                                                                                                                      10,032
                                                                                                                      
                                                                                                                      53.5
                                                                                                                      %ORGRAP100
                                                                                                                      
                                                                                                                      Grants
      Pass
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      7,828
                                                                                                                      
                                                                                                                      9,403
                                                                                                                      
                                                                                                                      20,337
                                                                                                                      
                                                                                                                      38.5
                                                                                                                      %ORGRE-000
                                                                                                                      
                                                                                                                      Gresham
                                                                                                                      
                                                                                                                      Banking
      Center w/ Motor Bank
                                                                                                                      
                                                                                                                      12,687
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      15,229
                                                                                                                      
                                                                                                                      83.3
                                                                                                                      %
  10
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 ORPAR-000
                  
                  Parkrose
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,246
                  
                  6,437
                  
                  14,682
                  
                  56.2
                  %ORRED-000
                  
                  Redmond
                  
                  Banking
      Center w/ Motor Bank
                  
                  3,649
                  
                  1,388
                  
                  5,037
                  
                  72.4
                  %PABLAM030
                  
                  550
      Blair Mill Rd
                  
                  Operations
      Center
                  
                  95,990
                  
                  -
                  
                  95,990
                  
                  100.0
                  %PABUSA100
                  
                  9501
      Bustleton Ave
                  
                  Banking
      Center w/o Motor Bank
                  
                  18,500
                  
                  -
                  
                  18,500
                  
                  100.0
                  %PAEAST100
                  
                  6
      East Trenton Ave
                  
                  Banking
      Center w/o Motor Bank
                  
                  7,187
                  
                  3,723
                  
                  12,650
                  
                  56.8
                  %PALAW-000
                  
                  6425
      Rising Sun Ave (Lawndale
                  
                  Banking
      Center w/o Motor Bank
                  
                  3,331
                  
                  11,669
                  
                  15,000
                  
                  22.2
                  %PASANH030
                  
                  1000
      Sandy Hill Rd (Sandy Hil
                  
                  Operations
      Center
                  
                  1,400
                  
                  40,319
                  
                  45,000
                  
                  3.1
                  %PATOUD076
                  
                  200
      Tournament Dr
                  
                  Office
      Space
                  
                  -
                  
                  83,729
                  
                  83,729
                  
                  0.0
                  %RIDUPD076
                  
                  125
      Dupont Dr (operations ctr
                  
                  Office
      Space
                  
                  150,558
                  
                  -
                  
                  176,203
                  
                  85.4
                  %RIJORS030
                  
                  50
      Jordan St
                  
                  Operations
      Center
                  
                  -
                  
                  -
                  
                  76,382
                  
                  0.0
                  %RIPOSR076
                  
                  6725
      Post Rd
                  
                  Office
      Space
                  
                  8,772
                  
                  6,169
                  
                  23,241
                  
                  37.7
                  %SCFLOM000
                  
                  Florence
      Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,570
                  
                  6,570
                  
                  13,140
                  
                  50.0
                  %SCGREM100
                  
                  Greenwood
      Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,245
                  
                  16,996
                  
                  24,241
                  
                  29.9
                  %SCHILH000
                  
                  Hilton
      Head -- Pope Ave.
                  
                  Banking
      Center w/ Motor Bank
                  
                  9,133
                  
                  7,595
                  
                  17,340
                  
                  52.7
                  %SCROCH300
                  
                  Rock
      Hill MO (RHNB)
                  
                  Banking
      Center w/ Motor Bank
                  
                  10,317
                  
                  2,141
                  
                  17,263
                  
                  59.8
                  %SCSPAM000
                  
                  Spartanburg
      Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  11,990
                  
                  6,688
                  
                  18,678
                  
                  64.2
                  %TNCLAM000
                  
                  Clarksville
      Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,611
                  
                  12,250
                  
                  24,142
                  
                  35.7
                  %TNCLAM081
                  
                  Clarksville
      M.O. Pkg. Lot #2
                  
                  Parking
      Lot
                  
                  0
                  
                  -
                  
                  1
                  
                  29.2
                  %TNCOLM000
                  
                  Columbia
      Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,293
                  
                  6,269
                  
                  11,562
                  
                  45.8
                  %TNKIN-000
                  
                  Kingsport
                  
                  Banking
      Center w/ Motor Bank
                  
                  3,868
                  
                  5,391
                  
                  14,625
                  
                  26.4
                  %TNLEB-000
                  
                  Lebanon
      Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,555
                  
                  7,292
                  
                  13,847
                  
                  47.3
                  %TNOAKR000
                  
                  Oak
      Ridge Main Office
                  
                  Banking
      Center w/ Motor Bank
                  
                  9,115
                  
                  2,673
                  
                  18,235
                  
                  50.0
                  %TNOAKR080
                  
                  Oak
      Ridge Main Office Parking
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  100.0
                  %TXBEA-010
                  
                  Beaumont
      Remote Motor Bank
                  
                  Remote
      Motor Bank
                  
                  6,660
                  
                  -
                  
                  6,660
                  
                  100.0
                  %TXBEA-080
                  
                  Beaumont
      Parking
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  100.0
                  %TXCAMW000
                  
                  Camp
      Wisdom
                  
                  Banking
      Center w/ Motor Bank
                  
                  4,425
                  
                  3,255
                  
                  7,680
                  
                  57.6
                  %TXCAMW080
                  
                  Camp
      Wisdom - Parking
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  57.6
                  %TXCAMW081
                  
                  Camp
      Wisdom - Parking
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  57.6
                  %TXCAMW082
                  
                  Camp
      Wisdom - Parking
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  57.6
                  %TXHAR-000
                  
                  Harlandale
                  
                  Banking
      Center w/o Motor Bank
                  
                  7,537
                  
                  8,367
                  
                  15,904
                  
                  47.4
                  %TXHAR-010
                  
                  Harlandale
      Remote Motor Bank I
                  
                  Remote
      Motor Bank
                  
                  1,289
                  
                  -
                  
                  1,289
                  
                  100.0
                  %TXNED-000
                  
                  Nederland
                  
                  Banking
      Center w/o Motor Bank
                  
                  5,341
                  
                  11,233
                  
                  16,574
                  
                  32.2
                  %TXNED-010
                  
                  Nederland
      Remote Motor Bank
                  
                  Remote
      Motor Bank
                  
                  2,357
                  
                  -
                  
                  2,357
                  
                  100.0
                  %TXNORH000
                  
                  Northern
      Hills
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,042
                  
                  -
                  
                  8,042
                  
                  100.0
                  %TXNORH010
                  
                  Northern
      Hills Remote Motor Bk
                  
                  Remote
      Motor Bank
                  
                  1,300
                  
                  6,047
                  
                  7,347
                  
                  17.7
                  %TXNORH050
                  
                  Northern
      Hills Land
                  
                  Vacant
      Land
                  
                  -
                  
                  -
                  
                  1
                  
                  0.0
                  %TXPAM-000
                  
                  Pampa
      - Main
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,045
                  
                  10,767
                  
                  18,463
                  
                  27.3
                  %TXPAM-010
                  
                  Pampa
      Motor Bank
                  
                  Remote
      Motor Bank
                  
                  1,449
                  
                  -
                  
                  1,449
                  
                  100.0
                  %TXSHOC100
                  
                  Shoal
      Creek (BB)
                  
                  Banking
      Center w/ Motor Bank
                  
                  5,379
                  
                  3,958
                  
                  9,337
                  
                  57.6
                  %TXSTE-200
                  
                  Steeplechase
      (Cy-Fair) (CH)
                  
                  Banking
      Center w/ Motor Bank
                  
                  10,502
                  
                  -
                  
                  15,372
                  
                  68.3
                  %TXUVA-000
                  
                  Uvalde
                  
                  Banking
      Center w/ Motor Bank
                  
                  4,935
                  
                  5,436
                  
                  12,805
                  
                  38.5
                  %TXUVA-080
                  
                  Uvalde
      - Parking
                  
                  Parking
      Lot
                  
                  0
                  
                  -
                  
                  1
                  
                  38.5
                  %TXWICF010
                  
                  Wichita
      Falls Rmt Motor Bk
                  
                  Remote
      Motor Bank
                  
                  850
                  
                  -
                  
                  850
                  
                  100.0
                  %TXWICF083
                  
                  Wichita
      Falls - Parking
                  
                  Parking
      Lot
                  
                  1
                  
                  -
                  
                  1
                  
                  100.0
                  %TXWICF100
                  
                  Wichita
      Falls (New)
                  
                  Banking
      Center w/ Motor Bank
                  
                  8,876
                  
                  500
                  
                  15,015
                  
                  59.1
                  %VAABI-000
                  
                  Abingdon
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,900
                  
                  4,710
                  
                  11,610
                  
                  59.4
                  %VACENS000
                  
                  Central
      Springfield
                  
                  Banking
      Center w/ Motor Bank
                  
                  9,404
                  
                  6,511
                  
                  21,522
                  
                  43.7
                  %VACOLR000
                  
                  Coliseum-Riverdale
                  
                  Banking
      Center w/ Motor Bank
                  
                  10,595
                  
                  974
                  
                  14,802
                  
                  71.6
                  %VAFAIC000
                  
                  Fairfax
      Courthouse
                  
                  Banking
      Center w/o Motor Bank
                  
                  16,130
                  
                  -
                  
                  16,130
                  
                  100.0
                  %VAORA-000
                  
                  Orange
                  
                  Banking
      Center w/ Motor Bank
                  
                  6,467
                  
                  1,824
                  
                  13,041
                  
                  49.6
                  %VAPROR000
                  
                  Providence
      Road
                  
                  Banking
      Center w/ Motor Bank
                  
                  -
                  
                  10,819
                  
                  10,819
                  
                  0.0
                  %VAROBB000
                  
                  Robinson
      & Broad
                  
                  Banking
      Center w/ Motor Bank
                  
                  13,466
                  
                  -
                  
                  19,465
                  
                  69.2
                  %WABAL-000
                  
                  Ballard
                  
                  Banking
      Center w/ Motor Bank
                  
                  9,676
                  
                  7,905
                  
                  17,581
                  
                  55.0
                  %WACAM-000
                  
                  Camas
                  
                  Banking
      Center w/ Motor Bank
                  
                  3,830
                  
                  4,064
                  
                  7,894
                  
                  48.5
                  %WACLA-000
                  
                  Clarkston
                  
                  Banking
      Center w/ Motor Bank
                  
                  9,009
                  
                  -
                  
                  9,009
                  
                  100.0
                  %WAEDM-000
                  
                  Edmonds
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,955
                  
                  3,296
                  
                  11,251
                  
                  70.7
                  %WAGRE-000
                  
                  Greenwood
                  
                  Banking
      Center w/ Motor Bank
                  
                  7,622
                  
                  4,625
                  
                  12,248
                  
                  62.2
                  %
  11
  Exhibit
A
 
 List of
Properties, Leased Premises, Vacate Space and Occupancy Percentages
 
 WAIND-000
                                    
                                    Industrial
      Br
                                    
                                    Banking
      Center w/ Motor Bank
                                    
                                    5,176
                                    
                                    9,261
                                    
                                    14,437
                                    
                                    35.9
                                    %WAKEN-100
                                    
                                    Kennewick
                                    
                                    Banking
      Center w/ Motor Bank
                                    
                                    9,337
                                    
                                    3,977
                                    
                                    13,314
                                    
                                    70.1
                                    %WALYN-000
                                    
                                    Lynden
      Branch
                                    
                                    Banking
      Center w/ Motor Bank
                                    
                                    4,501
                                    
                                    4,032
                                    
                                    8,533
                                    
                                    52.7
                                    %WALYN-080
                                    
                                    Lynden
      BR Parking
                                    
                                    Parking
      Lot
                                    
                                    1
                                    
                                    -
                                    
                                    1
                                    
                                    52.8
                                    %WAPORT000
                                    
                                    Port
      Townsend
                                    
                                    Banking
      Center w/o Motor Bank
                                    
                                    5,380
                                    
                                    3,912
                                    
                                    10,133
                                    
                                    53.1
                                    %WAQUI-000
                                    
                                    Quincy
      Branch
                                    
                                    Banking
      Center w/ Motor Bank
                                    
                                    4,066
                                    
                                    4,414
                                    
                                    8,480
                                    
                                    47.9
                                    %WASEQ-000
                                    
                                    Sequim
                                    
                                    Banking
      Center w/ Motor Bank
                                    
                                    8,949
                                    
                                    3,847
                                    
                                    12,796
                                    
                                    69.9
                                    %WAWENV000
                                    
                                    Wenatchee
      Valley
                                    
                                    Banking
      Center w/ Motor Bank
                                    
                                    9,892
                                    
                                    7,761
                                    
                                    17,653
                                    
                                    56.0
                                    %XYZ000000
                                    
                                    Exchange
      Property
                                    
                                    
                                    
                                    34,891
                                    
                                    (34,891)
                                    
                                    -
                                    
                                    100.0
                                    %4,714,348
                                    
                                    1,936,414
                                    
                                    7,628,394
                                    
                                    61.8
                                    %
  12











































































































































































































































































EXHIBIT
E
  Form of
Tenant Estoppel
  ESTOPPEL
CERTIFICATE
 
 [INSERT
NAME OF LENDER]
 its
successors and assigns (together with its successors and assigns, "Lender")
 [INSERT
ADDRESS OF LENDER]
 
 FIRST
STATES INVESTORS 5200, LLC,
 its
successors and assigns (together with its successors and assigns, "Landlord")
 c/o First
States Group, L.P.
 1725 The
Fairway
 Jenkintown,
PA  19046
  RE:
                Master
      Lease Agreement:
                Effective
      as of September 27, 2004
 Landlord:
                First
      States Investors 5200, LLC, its successors and
  assigns
 
 Tenant:
                Bank
      of America, N.A.
 
 Ladies
and Gentlemen:
  As a
tenant under the above-referenced Master Lease Agreement (the “Lease”), the
undersigned (the “Tenant”) hereby acknowledges for the benefit of Landlord, the
current owner of the property containing the Leased Premises (as defined in the
Lease), and Lender which has or is proposing to make a loan (the “Loan”) on the
above-referenced real property, the truth and accuracy of the following
statements pertaining to the Lease, to the best of Tenant’s knowledge as of the
date hereof, but subject to any matters that a physical inspection of the Leased
Premises would disclose:
  1.
                Tenant
      has accepted and is in full possession of the Leased Premises, including
      all improvements, additions and alterations thereto required to be made by
      Landlord under the Lease.  The Leased Premises is comprised of
      those properties identified on Schedule A attached hereto together with
      other areas more particularly described in the Lease Supplements, true and
      correct copies of which have previously been delivered to Landlord and
      Lender (the “Lease Supplements”).  Additionally, Tenant is
      entitled to exclusive and non-exclusive use of the parking spaces in the
      parking facilities serving the subject buildings as set forth in the Lease
      Supplements.  Notwithstanding the foregoing, Tenant has advised
      Lender that, pursuant to the terms of that certain Agreement of Sale and
      Purchase dated September 27, 2004 (the “Purchase Agreement”), copies of
      which has been previously delivered to Lender, Landlord and Tenant have
      agreed to review and modify the Lease Supplements to confirm the accuracy
      thereof and conformance to the terms and conditions of the
      Lease.
  
  2.
                Tenant
      is not in default of its obligations under the Lease, is paying full rent
      stipulated therein with no offset, defense or claim of any kind and Tenant
      has not assigned, sublet, transferred or hypothecated its interest under
      the Lease.
  3.
                Landlord
      is not presently in default under any of the terms, covenants or
      provisions of the Lease, nor has any event occurred which with the passage
      of time and/or the giving of notice (if required by the Lease) would
      constitute an event of default under the
Lease.
  4.
                Landlord
      has satisfactorily complied with all of the requirements and conditions
      precedent to the commencement of the term of the Lease as specified in
      said Lease, including, without limitation, completion of any required
      tenant improvements.  There are no unfunded tenant obligations
      of Landlord under the Lease.
  5.
                The
      initial Annual Basic Rent payable by Tenant under the Lease is set forth
      on Schedule B attached hereto.
  6.
                Except
      as provided in the Lease, there are no rent abatements or free rent
      periods now or in the future.
  7.
                No
      rent (including expense reimbursements), other than for the current month,
      has been paid more than one (1) month in
  advance.
  8.
                No
      security deposit has been paid by Tenant to Landlord under the
      Lease.
  9.
                The
      Lease is for a term expiring on September 27, 2019.  Tenant has
      options to renew the Lease as set forth in the Lease.  Tenant
      does not have any right to renew, extend or terminate the term of the
      Lease except as expressly provided in the
Lease.
  10.
                Tenant
      hereby acknowledges that (i) the Lease is valid and enforceable in
      accordance with its terms against the Tenant, (ii) there have been no
      modifications or amendments to the Lease, (iii) the Lease and the Lease
      Supplements represent the entire agreement between the Landlord and the
      Tenant (subject to the terms of the Purchase Agreement), (iv) that it has
      no notice of prior assignments, hypothecation or pledge of rents or of the
      Lease except in connection with any prior financing by Landlord being
      repaid from the proceeds of the Loan, and (v) that notice of the
      assignment of Landlord’s interest in said Lease may be given by mail, at
      the Leased Premises, or as otherwise directed herein or in the
      Lease.
  
  11.
                A
      true and complete copy of the Lease (excluding the Lease Supplements) is
      attached hereto as Schedule C.
  12.
                The
      execution and delivery of this Certificate by Tenant does not require any
      consent, vote or approval which has not been given or
    taken.
  13.
                This
      Certificate may not be changed, waived or discharged orally, but only by
      an instrument in writing.
  14.
                Except
      as expressly provided in the Lease, there are no purchase options under
      the Lease or other agreements giving Tenant any rights or options to
      purchase the Leased Premises and/or improvements, or a part thereof, on
      which the space covered by the Lease is
located.
  15.
                This
      Certificate shall be binding upon the Tenant and shall inure to the
      benefit of the respective successors and assigns of Landlord and
      Lender.
  16.
                This
      Certificate shall not have the effect of modifying any provision of the
      Lease.
  17.
                Capitalized
      terms not defined herein shall have the same meaning as set forth in the
      Lease.
  This
Certificate is executed and delivered by the undersigned with the knowledge that
Lender will rely upon the statements and agreements contained herein in
connection with the making of the Loan on the above-referenced real property and
may rely hereon.  If the mortgage loan becomes the subject of a
securitization, this Certificate may also be relied upon by the credit rating
agency, if any, rating the securities collaterallized by the mortgage loan as
well as any issuer of such securities, and any servicer and/or trustee acting in
respect of such securitization.
  DATED: as
of September 27, 2004.
 
 TENANT:Witness:
                      
                      BANK
      OF AMERICA, N.A.,a
      national banking associationBy:Name:
                      
                      Name:Title:
  
  Schedule
A
 
 Leased
Premises
  
  Schedule
B
 
 Annual
Basic Rent
  
  Schedule
C
 
 The
Lease
























































































































































































Schedule
1
 Annual Basic Rent Factor
Table
 
 Lease Year
                            
                            Annual Basic Rent
                              Factor
                            
                            Increase Factor1
                            
                            $
                            9.17
                            
                            n/a2 - 5
                            
                            $
                            6.72
                            
                            n/a6 - 10
                            
                            $
                            6.82
                            
                            1.01511 - 15
                            
                            $
                            6.93
                            
                            1.01516 – 20
                            
                            $
                            7.62
                            
                            1.121 - 25
                            
                            $
                            8.00
                            
                            1.0526 - 30
                            
                            $
                            8.40
                            
                            1.0531 - 35
                            
                            $
                            8.82
                            
                            1.0536 - 40
                            
                            $
                            9.26
                            
                            1.0541 - 45
                            
                            $
                            9.72
                            
                            1.0546 - 50
                            
                            $
                            10.21
                            
                            1.05
 
 NOTE:  At
Closing and again, if necessary, following Landlord’s re-measurement of the
Buildings pursuant to the Measurement Standard, Landlord and Tenant shall
re-calculate the Annual Basic Rent Factor as the annual rental rate, per square
foot of Net Rentable Area, calculated as the quotient of (i) the aggregate
of the Property Amounts for all Properties subject to this Lease, divided by (ii) the aggregate
Net Rentable Area of the Leased Premises.
 
 As used
herein, “Property Amount” shall mean, for each Property subject to this Lease,
the product of (i) the
Agreed Upon Purchase Price for such Property, multiplied by (ii) 0.08549,
multiplied by (iii) the
Occupancy Percentage of such Property.
 
 At
Closing and again, if necessary, following Landlord’s re-measurement of the
Buildings pursuant to the Measurement Standard, Tenant agrees that Tenant’s
Aggregate Occupancy Percentage (as defined in the Purchase Agreement) shall not
be less than sixty-one & 8/10 percent (61.8%).






















SCHEDULE
3 TO MASTER LEASE
 
 DESCRIPTION OF ENVIRONMENTAL
INFORMATION
 
 As defined in the Lease, “Environmental
Information” shall mean and include the following Phase I Environmental Site
Assessments, together with all analytical results, tables, appendices,
supplements and addenda referenced therein and relating thereto, and also
including any and all follow-on Phase II and other investigations and reports
actually performed in connection with the enumerated Environmental Site
Assessments:
 
 1.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 250 S. Broad Street, P.O. Box 2557, Batesville,
      AR  72503.
 
 2.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 808 S Walton Blvd, Bentonville,
      AR  72712.
 
 3.
              Phase
      I Environmental Site Assessment prepared by EMG dated September 24, 2004
      for the properties located at 511 Church Street, Jonesboro,
      AZ  72401.
 
 4.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 410 S. Main, Jonesboro,
      AK  72401.
 
 5.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 650 South Street, Mountain Home,
      AR  72653.
 
 6.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 19022 R.H. Johnson Blvd, Sun City,
      AZ  85375.
 
 7.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25,
      2004  for the properties located at 1082 Highway 4, Arnold,
      CA  95223.
 
 8.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 1200 Fairmont Dr., San Leandro,
      CA  94578.
 
 9.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 400 El Camino Real, Burlingame,
      CA  94010.
 
 10.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 22004 Sherman Way, Canoga Park,
      CA  91303.
 
 11.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 2800 Oswell Street, Bakersfield,
      CA  93306.
 
 12.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 240 East Tulare Street, Dinuba,
      CA  93618.
  
 
 13.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 4445 East Tulare Street, Fresno,
      CA  93702.
 
 14.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 2900 El Camino Real, Santa Clara,
      CA  95051.
 
 15.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 334 F Street, Eureka,
      CA  95501.
 
 16.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 403 East Bidwell Street, Folsom,
      CA  95630.
 
 17.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 228 North Main Street, Fort Bragg,
      CA  95437.
 
 18.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 180 North Redington St., Hanford,
      CA  93230.
 
 19.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 502 Healdsburg Avenue, Healdsburg,
      CA  95448.
 
 20.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 1687 East FL Avenue, Hemet,
      CA  92343.
 
 21.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 1300 Hilltop Drive, Redding,
      CA  96003.
 
 22.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 730 West Lancaster Blvd., Lancaster,
      CA  93534.
 
 23.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 338 West D Street, Lemoore,
      CA  93245.
 
 24.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 503 West Benjamin Holt Dr., Stockton,
      CA  95207.
 
 25.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 1748 Railroad Ave., Livermore,
      CA  94550.
 
 26.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 27, 2004 for
      the properties located at 619 E Street, Marysville,
      CA  95901.
 
 27.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 4103 South Western Avenue, Los Angeles,
      CA  90062.
  
 
 28.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 2701 Mission Street, San Francisco,
      CA  94110.
 
 29.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 2320 Honolulu Avenue, Montrose,
      CA  91020.
 
 30.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 910 North Mountain Ave., Ontario,
      CA  91762.
 
 31.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 29, 2004 for
      the properties located at 8890 Greenback Lane, Orangevale,
      CA  95662.
 
 32.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 1820 Oro Dam Boulevard, Oroville,
      CA  95965.
 
 33.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 200 Kenetucky Street, Petaluma,
      CA  94952.
 
 34.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 337 Main Street, Pleasanton,
      CA  94566.
 
 35.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 345 North Main Street, Porterville,
      CA  93257.
 
 36.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 27, 2004 for
      the properties located at 936 G Street, Reedley,
      CA  93654.
 
 37.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 18120 Sherman Way, Reseda,
      CA  91335.
 
 38.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 101 West Ridgecrest Blvd., Ridgecrest,
      CA  93555.
 
 39.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 1451 Fremont Boulevard, Seaside,
      CA  93955.
 
 40.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 14701 Ventura Boulevard, Sherman Oaks,
      CA  91403.
 
 41.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 5700 South Vermont Avenue, Los Angeles,
      CA  90037.
 
 42.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 1001 Adams St., St. Helena,
      CA  94574.
 
 43.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 407 North Wilson Way, Stockton,
      CA  95205.
  
 
 44.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 27, 2004 for
      the properties located at 921 East Arques Avenue, Sunnyvale,
      CA  94086.
 
 45.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 50 N. Gay St., Susanville,
      CA  96130.
 
 46.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 4123 West Olive Avenue, Burbank,
      CA  91505.
 
 47.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 501 East Main Street, Turlock,
      CA  95380.
 
 48.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 150 Parker St., Vacaville,
      CA  95688.
 
 49.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 3810 South Santa Fe Ave., Vernon,
      CA  90058.
 
 50.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 11501 Santa Monica Blvd., West Los Angeles,
      CA  90025.
 
 51.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 1245 Lincoln Avenue, San Jose,
      CA  95125.
 
 52.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 50 West Main Street, Woodland,
      CA  95695.
 
 53.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 70 Batterson Park Rd., Farmington,
      CT  06032.
 
 54.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 70 Farmington Ave., Hartford,
      CT  06105.
 
 55.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 240 Greenwich Ave., Greenwich,
      CT  06830.
 
 56.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 777 Main St., Hartford,
      CT  06115.
 
 57.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 100 Park Lane Rd., New Milford,
      CT  06776.
 
 58.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 48 Wall St., Norwalk,
      CT  06852.
  
 
 59.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 300 North Wakefield Dr., Newark,
      DE  19702.
 
 60.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 6160 14th Street, West, Bradenton,
      FL  34207.
 
 61.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 5000 Biscayne Boulevard, Miami,
      FL  33147.
 
 62.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 29, 2004 for
      the properties located at 125 Indian Rocks Rd., Bellaire,
      FL  33770.
 
 63.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 131 South Pear Street, Blountstown,
      FL  32424.
 
 64.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 23081 Harborview Road, Charlotte Harbor,
      FL  33980.
 
 65.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 430 Brevard Avenue, Cocoa,
      FL  32922.
 
 66.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 3600 N Federal Hwy., Ft. Lauderdale,
      FL  33308.
 
 67.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 450 SE Hwy 19, Crystal River,
      FL  34423.
 
 68.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 1025 International Speedway Blvd., Daytona
      Beach, FL  32114.
 
 69.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 909 Del Prado Boulevard, Cape Coral,
      FL  33922.
 
 70.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 2600 East Bay Drive, Largo,
      FL  33770.
 
 71.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 100 North Bay St., Eustis,
      FL  32726.
 
 72.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 27, 2004 for
      the properties located at 2525 Estero Boulevard, Ft. Myers Beach,
      FL  33931.
 
 73.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 189 Eglin Parkway, NE., Ft. Walton Beach,
      FL  32548.
  
 
 74.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 6525 South Tamiami Trail, Sarasota,
      FL  34231.
 
 75.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 850 Homestead Blvd., Homestead,
      FL  33030.
 
 76.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 29, 2004 for
      the properties located at 12046 Indian Rocks Road, Largo,
      FL  33770.
 
 77.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 940 West Main Street, Inverness,
      FL  34450.
 
 78.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 8190 West Sunrise Blvd., Plantation,
      FL  33322.
 
 79.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 3927 Hwy 4., Jay,
      FL  32565.
 
 80.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 164 W. Madison Street, Lake City,
      FL  32055.
 
 81.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at One North First Street, Lake Wales,
      FL  33853.
 
 82.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 201 S. Ohio Ave., Live Oak,
      FL  32060.
 
 83.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 390 West Highway 434, Longwood,
      FL  32750.
 
 84.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 9499 Northeast 2nd Avenue, Miami Shores,
      FL  33138.
 
 85.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 9190 Biscayne Blvd., Miami Shores,
      FL  33138.
 
 86.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 7760 W. Flagler Street, Miami,
      FL  33144.
 
 87.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 620 S. Hwy 19., Palatka,
      FL  32177.
 
 88.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 29, 2004 for
      the properties located at 5701 Village Blvd., West Palm Beach,
      FL  33407.
 
 89.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 7001 West Broward Boulevard, Plantation,
      FL  33317.
  
 
 90.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 5001 South Florida Avenue, Lakeland,
      FL  33803.
 
 91.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 7500 Gulf Blvd., St. Petersburg,
      FL  33706.
 
 92.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 116 South Pinellas Avenue, Tarpon Springs,
      FL  34688.
 
 93.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 92200 Over Seas Hwy., Tavernier,
      FL  33070.
 
 94.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 29, 2004 for
      the properties located at 4526 US Hwy 19, New Port Richey,
      FL  34652.
 
 95.
              Phase
      I Environmental Site Assessment prepared by EMG dated 28, 2004 for the
      properties located at 9223 Cortez Blvd., Weekiwachee,
      FL  34613.
 
 96.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 4311 Manatee Ave. West, Bradenton,
      FL  34209.
 
 97.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 500 Northlake Drive, Aberdeen Village Center,
      Peachtree City,
GA  30303.
 
 98.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 163 Clairmont Avenue, Decatur,
      GA  30030.
 
 99.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 215 West Jackson Street, Dublin,
      GA  31021.
 
 100.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 2818 East Point Street, East Point,
      GA  30344.
 
 101.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 155 E. Central Ave., Fitzgerald,
      GA  31750.
 
 102.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 241 E. Howell St., Hartwell,
      GA  30643.
 
 103.
              Phase
      I Environmental Site Assessment prepared by EMG dated September 1, 2004
      for the properties located at 1005 Northside Drive, Perry,
      GA  31069.
 
 104.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 204 W. Cherry Street, Jesup,
      GA  31545.
  
 
 105.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 17-23 Greenville Street, Newnan,
      GA  30263.
 
 106.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 1314 N. 38th., Kansas City, KS
      66102.
 
 107.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 1025 -1075 Main (Blds I & II)., Waltham,
      MA  02451.
 
 108.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 46 Pleasant St., Malden,
      MA  02148.
 
 109.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 200 Exchange St., Malden,
      MA  02140.
 
 110.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 700 Pleasant St., New Bedford,
      MA  02740.
 
 111.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 36 N. Washington Street, P. O. Box 630, Easton,
      MD  21601.
 
 112.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 7950 New Hampshire Avenue, Langley Park,
      MD  20783.
 
 113.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 11, 2004 for
      the properties located at 32 West Pennsylvania Avenue, Towson,
      MD  21204.
 
 114.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 2601 University Boulevard, Wheaton,
      MD  20902.
 
 115.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 178 Court St., Auburn,
      ME  04210.
 
 116.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 80 Exchange St., Bangor,
      ME  04401.
 
 117.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 65 Gannett Dr., South Portland,
      ME  04106.
 
 118.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 15115 Manchester Road, Ballwin,
      MO  63011.
 
 119.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 1818 East North Avenue, Belton,
      MO  64012.
  
 
 120.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 102 E. Arrow St., PO Box 10, Marshall,
      MO  65340.
 
 121.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at Highway 160 & Main St., Forsyth,
      MO  65653.
 
 122.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at #1 Front Street, Troy,
      MO  63379.
 
 123.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 4041 Lynn Court Drive, Independence,
      MO  64055.
 
 124.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 2001 NE 46th Street, Kansas City,
      MO  64116.
 
 125.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 8550 Holmes Rd., Kansas City,
      MO  64131.
 
 126.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 311 S. Main, O'Fallon,
      MO  63366.
 
 127.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 331 Westport Road, Kansas City,
      MO  64111.
 
 128.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 901 West Trade Street, Charlotte,
      NC  28202.
 
 129.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 707 North Main Street, Hendersonville,
      NC  28739.
 
 130.
              2
      Phase I Environmental Site Assessment prepared by EMG dated June 21, 2004
      for the properties located at 20 Central Sq., Keene,
      NH  03431.
 
 131.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 143-157 Main St., Nashua,
      NH  03060.
 
 132.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 3 Pleasant St., Portsmouth,
      NH  03801.
 
 133.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 3109 Bergenline Ave., Union City,
      NJ  07087.
 
 134.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 639 Rte 18 & Arthur St., East Brunswick,
      NJ  08816.
  
 
 135.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 40 Beechwood Rd., Summit,
      NJ  07901.
 
 136.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 209-215 Bellevue Ave., Hammonton,
      NJ  08037.
 
 137.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 301 Carnegie Ctr., Princeton,
      NJ  08543.
 
 138.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at Central Ave & Rte 46., Teterboro,
      NJ  07608.
 
 139.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 150 Chambers Bridge Rd., Brick,
      NJ  08723.
 
 140.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 16, 2004 for
      the properties located at 591 Cranbury Rd., East Brunswick,
      NJ  08816.
 
 141.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 29, 2004 for
      the properties located at 54 East Ridgewood Ave., Ridgewood,
      NJ  07450.
 
 142.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 207-209 Hackensack St., Wood Ridge,
      NJ  07075.
 
 143.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 4 Hunter St., Lodi,
      NJ  07644.
 
 144.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 3670 Hwy 9, Freehold,
      NJ  07728.
 
 145.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at Main & Corliss, Allenhurst,
      NJ  08046.
 
 146.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 29, 2004 for
      the properties located at 276 Main St., Orange,
      NJ  07050.
 
 147.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 27, 2004 for
      the properties located at 161 Maplewood Ave., Maplewood,
      NJ  07040.
 
 148.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 90 Nassau St., Princeton,
      NJ  08542.
 
 149.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 601, 607-609 N Wood Ave., Linden,
      NJ  07036.
 
 150.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 395 State Rte 70, Lakewood,
      NJ  08701.
  
 
 151.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 243 Rte 130, Bordentown,
      NJ  08505.
 
 152.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 27, 2004 for
      the properties located at 1125 Rte 22 West, Bridgewater,
      NJ  08807.
 
 153.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 4900 Rte 70., Pennsauken,
      NJ  08109.
 
 154.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 263 Rts 202/31, Flemington,
      NJ  08822.
 
 155.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 8 South Orange Ave., South Orange,
      NJ  07079.
 
 156.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 35 South Washington Ave., Bergenfield,
      NJ  07621.
 
 157.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 367 Springfield Ave., Summit,
      NJ  07901.
 
 158.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 16, 2004 for
      the properties located at 296 Summerhill Rd., Spotswood,
      NJ  08884.
 
 159.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 1501 Tilton Rd., Northfield,
      NJ  08225.
 
 160.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 250 W. Amador, Las Cruces,
      NM  88001.
 
 161.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 250-B W. Amador, Las Cruces,
      NM  88001.
 
 162.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 1233 S. 2nd Street, Raton,
      NM  87740.
 
 163.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 130 Park Avenue, Raton,
      NM  87740.
 
 164.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 1234 St. Michael's Drive, Santa Fe,
      NM  87501.
 
 165.
              Phase
      I Environmental Site Assessment prepared by EMG dated September 1, 2004
      for the properties located at 4101 E. Charleston Blvd., Las Vegas,
      NV  89104.
  
 
 166.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 895 S. 21st Street, Sparks,
      NV  89431.
 
 167.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 91-16 168 Street, Jamaica,
      NY  11432.
 
 168.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 3330 Park Ave., Wantagh,
      NY  11793.
 
 169.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 575 Broadway, Albany,
      NY  12207.
 
 170.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 79 Main St., Port Washington,
      NY  11050.
 
 171.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 600 Broadhollow Rd., Melville,
      NY  11747.
 
 172.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 300 Broadhollow Road, Melville,
      NY  11747.
 
 173.
              Phase
      I Environmental Site Assessment prepared by EMG dated September 24, 2004
      for the properties located at 17 Cutter Mill Rd., Great Neck,
      NY  11021.
 
 174.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at One East Ave., Rochester,
      NY  14638.
 
 175.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 30, 2004 for
      the properties located at 52 East Park Ave., Long Beach,
      NY  11561.
 
 176.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 560 Main St., Buffalo,
      NY  14202.
 
 177.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 268 Genesee/Court St., Utica,
      NY  13502.
 
 178.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 120 Genesee St., Auburn,
      NY  13021.
 
 179.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 2300 Grand Ave., Baldwin,
      NY  11510.
 
 180.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 15 Hempstead Gardens Dr., West Hempstead,
      NY  11552.
  
 
 181.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 269 Hempstead Ave., Malverne,
      NY  11565.
 
 182.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 60 Hempstead Ave., West Hempstead,
      NY  11552.
 
 183.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 30, 2004 for
      the properties located at 2310 Hempstead Tpke., East Meadow,
      NY  11554.
 
 184.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 3161 Hempstead Tpke., Levittown,
      NY  11756.
 
 185.
              Phase
      I Environmental Site Assessment prepared by EMG dated September 24, 2004
      for the properties located at Eight Irma Ave., Port Washington,
      NY  11050.
 
 186.
              Phase
      I Environmental Site Assessment prepared by EMG dated September 1, 2004
      for the properties located at 49 James St., Albany,
      NY  12201.
 
 187.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 20 Jerusalem Ave., Hicksville,
      NY  11802.
 
 188.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 200 Liberty Plaza, Rome,
      NY  13440.
 
 189.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 15 Merrick Ave., Merrick,
      NY  11566.
 
 190.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 10 Middle Neck Rd., Great Neck,
      NY  11021.
 
 191.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 500 East Genesee St., Syracuse,
      NY  13214.
 
 192.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 21, 2004 for
      the properties located at 500 State St., Schenectady,
      NY  12305.
 
 193.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 69 State St., Albany,
      NY  12201.
 
 194.
              Phase
      I Environmental Site Assessment prepared by EMG dated September 1, 2004
      for the properties located at 63 State St., Albany,
      NY  12205.
 
 195.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 418 Third St, Suite 101., Niagara Falls,
      NY  14301.
 
 196.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 2970 Transit Rd., West Seneca,
      NY  14224.
  
 
 197.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 1800 S Elm Place, Broken Arrow,
      OK  74012.
 
 198.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 1801 N. Hwy 66, Catoosa,
      OK  74015.
 
 199.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 300 W. Randolf, Enid,
      OK  73701.
 
 200.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 5613 N. May Avenue, Oklahoma City,
      OK  73112.
 
 201.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 205 E. Pine, Tulsa,
      OK  74106.
 
 202.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 10801 E. 31st Street, Tulsa,
      OK  74147.
 
 203.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 5051 S. Lewis, Tulsa,
      OK  74105.
 
 204.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 735 SE 6th Street, Grants Pass,
      OR  97526.
 
 205.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 200 East Powell Blvd., Gresham,
      OR  97030.
 
 206.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 27, 2004 for
      the properties located at 10120 NE Sandy Blvd., Portland,
      OR  97220.
 
 207.
              Phase
      I Environmental Site Assessment prepared by EMG dated August 3, 2004 for
      the properties located at 552 S. 6th St., Redmond,
      OR  97756.
 
 208.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 550 Blair Mill Rd., Horsham,
      PA  19044.
 
 209.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 9501 Bustleton Ave., Philadelphia,
      PA  19115.
 
 210.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 6 East Trenton Ave., Morrisville,
      PA  19067.
 
 211.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 6425 Rising Sun Ave., Philadelphia,
      PA  19111.
  
 
 212.
              Phase
      I Environmental Site Assessment prepared by EMG dated August 4, 2004 for
      the properties located at 1000 Sandy Hill Rd., Norristown,
      PA  19401-4181.
 
 213.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 200 Tournament Dr., Horsham,
      PA  19044.
 
 214.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 125 Dupont Dr., Providence,
      RI  02907.
 
 215.
              Phase
      I Environmental Site Assessment prepared by EMG dated June, 2004 for the
      properties located at 50 Jordan St., East Providence,
      RI  02915.
 
 216.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 6725 Post Rd., North Kingstown,
      RI  02852.
 
 217.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 265 South Irby Street, Florence,
      SC  29501.
 
 218.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 323 Main Street, Greenwood,
      SC  29646.
 
 219.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 59 Pope Avenue, Hilton Head,
      SC  29928.
 
 220.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 222 East Main Street, Rock Hill,
      SC  29730.
 
 221.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 295 East Main Street, Spartanburg,
      SC  29302.
 
 222.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 215 Legion Street, Clarksville,
      TN  37040.
 
 223.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 200 West 7th Street, Columbia,
      TN  38401.
 
 224.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 1201 North Eastman Road, Kingsport,
      TN  37664.
 
 225.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 22, 2004 for
      the properties located at 120 West Main Street, Lebanon,
      TN  37087.
 
 226.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 795 Main Street West, Oak Ridge,
      TN  37830.
  
  227.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 2634 Liberty, Beaumont,
      TX  77702-1935.
 
 228.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 600 East Camp Wisdom, Duncanville,
      TX  75116-2799.
 
 229.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 111 Rayburn, San Antonio,
      TX  78221-1336.
 
 230.
              Phase
      I Environmental Site Assessment prepared by EMG dated August 13, 2004 for
      the properties located at 1308 Boston, Nederland,
      TX  77627.
 
 231.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 11714 Perrin Beitel, San Antonio,
      TX  78233.
 
 232.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 100 N. Cuyler, Pampa,
      TX  79065.
 
 233.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 301 N. Cuyler, Pampa,
      TX  79065.
 
 234.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 7900 Shoal Creek, Austin,
      TX  78703.
 
 235.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 11025 FM 1960 W., Houston,
      TX  77065.
 
 236.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 220 East Main Street, Uvalde,
      TX  78801-5639.
 
 237.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 2733 Midwestern Parkway, Wichita Falls,
      TX  76308.
 
 238.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 271 West Main Street, Abingdon,
      VA  24210.
 
 239.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 6315 Backlick Road, Springfield,
      VA  22150.
 
 240.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 24, 2004 for
      the properties located at 2030 Coliseum Drive, #A., Hampton,
      VA  23666.
 
 241.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 10440 Main Street, Fairfax,
      VA  22030.
 
 242.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 113 West Main Street, Orange,
      VA  22960.
  
 
 243.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 23, 2004 for
      the properties located at 6025 Providence Road, Virginia Beach,
      VA  23464.
 
 244.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 17, 2004 for
      the properties located at 2601 West Broad Street, Richmond,
      VA  23220.
 
 245.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 2010 NW Market Street, Seattle,
      WA  98107.
 
 246.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 528 NE 4th Ave., Camas,
      WA  98607.
 
 247.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 748 6th St., Clarkston,
      WA  99403.
 
 248.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 306 Main St., Edmonds,
      WA  98020.
 
 249.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 404 E. 85th Street, Seattle,
      WA  98103.
 
 250.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 26, 2004 for
      the properties located at 2764 1st Ave S., Seattle,
      WA  98134.
 
 251.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 3420 W. Kennewick Ave., Kennewick,
      WA  99336.
 
 252.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 700 Front St., Lynden,
      WA  98264.
 
 253.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 734 Water Street, Port Townsend,
      WA  98368.
 
 254.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 25, 2004 for
      the properties located at 500 Central Ave S., Quincy,
      WA  98848.
 
 255.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 29, 2004 for
      the properties located at 114 S. Sequim Ave., Sequim,
      WA  98382.
 
 256.
              Phase
      I Environmental Site Assessment prepared by EMG dated June 28, 2004 for
      the properties located at 30 S. Wenatchee Ave., Wenatchee,
      WA  98801.












Schedule
4 to Master Lease Agreement - BAC Artwork
 
 Serial#
                                                
                                                Part#
                                                
                                                Title
                                                
                                                Artist
                                                
                                                Floor
                                                
                                                Dept
                                                
                                                Contact
                                                
                                                Space
                                                
                                                InstalledCAMON-400 – Montrose34042
                                                
                                                
                                                
                                                No Title
                                                
                                                Unk-Unknown,
                                                
                                                1
                                                
                                                
                                                
                                                Rebecca 818-542-6715
                                                
                                                Open
                                                
                                                03-Mar-0440966
                                                
                                                
                                                
                                                Triangle Pattern Quilt
                                                
                                                Unk-USA,
                                                
                                                
                                                
                                                Branch 223
                                                
                                                Rebecca 818-542-6715
                                                
                                                Open
                                                
                                                29-Jan-0442036
                                                
                                                
                                                
                                                Studio Rodeo #3
                                                
                                                Holder, Ken
                                                
                                                1
                                                
                                                223
                                                
                                                Rebecca 818-542-6715
                                                
                                                behind teller
                                                
                                                29-Oct-0342037
                                                
                                                
                                                
                                                Studio Rodeo #8
                                                
                                                Holder, Ken
                                                
                                                1
                                                
                                                223
                                                
                                                Rebecca 818-542-6715
                                                
                                                behind teller
                                                
                                                29-Oct-0342038
                                                
                                                
                                                
                                                Studio Rodeo #9
                                                
                                                Holder, Ken
                                                
                                                1
                                                
                                                223
                                                
                                                Rebecca 818-542-6715
                                                
                                                behind teller
                                                
                                                29-Oct-0342943
                                                
                                                
                                                
                                                A Man In An Oasis
                                                
                                                Sweet, Paula
                                                
                                                1
                                                
                                                223
                                                
                                                Rebecca 818-542-6715
                                                
                                                open
                                                
                                                29-Oct-0344507
                                                
                                                
                                                
                                                Rimrock #1
                                                
                                                Brach, Paul
                                                
                                                
                                                
                                                Branch 223
                                                
                                                Rebecca 818-542-6715
                                                
                                                Open
                                                
                                                29-Jan-0444508
                                                
                                                
                                                
                                                Rimrock #2
                                                
                                                Brach, Paul
                                                
                                                
                                                
                                                Branch 223
                                                
                                                Rebecca 818-542-6715
                                                
                                                Open
                                                
                                                29-Jan-0444519
                                                
                                                
                                                
                                                Magsud
                                                
                                                Morphesis, James
                                                
                                                
                                                
                                                Branch 223
                                                
                                                Rebecca 818-542-6715
                                                
                                                Open
                                                
                                                29-Jan-0481068
                                                
                                                
                                                
                                                Aucologen
                                                
                                                Gura, Kathy
                                                
                                                
                                                
                                                Branch 223
                                                
                                                Rebecca 818-542-6715
                                                
                                                Open
                                                
                                                29-Jan-0482504
                                                
                                                
                                                
                                                Quadrant I (1 of 4 In "Quadrant Series")
                                                
                                                Sturman, Eugene
                                                
                                                1
                                                
                                                223
                                                
                                                Rebecca 818-542-6715
                                                
                                                back entrance
                                                
                                                29-Oct-0382507
                                                
                                                
                                                
                                                Quadrant IV (4 of 4 In "Quadrant Series")
                                                
                                                Sturman, Eugene
                                                
                                                1
                                                
                                                223
                                                
                                                Rebecca 818-542-6715
                                                
                                                back entrance
                                                
                                                29-Oct-03CATOLL000 - Toluca Lake40255
                                                
                                                
                                                
                                                Concentrum
                                                
                                                Inukai,
                                                
                                                1
                                                
                                                411
                                                
                                                LINDA VAN DUYER, 592-8918
                                                
                                                BEHIND TELLR LN-OPEN AREA
                                                
                                                01-Jul-9440722
                                                
                                                
                                                
                                                Black Diamond With Gems
                                                
                                                Torreano, John
                                                
                                                1
                                                
                                                411
                                                
                                                LINDA VAN DYER, 592-8918
                                                
                                                OPEN AREA
                                                
                                                01-Apr-9440723
                                                
                                                
                                                
                                                Yellow Diamond With Gems
                                                
                                                Torreano, John
                                                
                                                1
                                                
                                                411
                                                
                                                LINDA VAN DYER, 592-8918
                                                
                                                OPEN AREA
                                                
                                                01-Apr-9440724
                                                
                                                
                                                
                                                White Diamond With Gems
                                                
                                                Torreano, John
                                                
                                                1
                                                
                                                411
                                                
                                                LINDA VAN DYER, 592-8918
                                                
                                                OPEN AREA
                                                
                                                01-Apr-9440876
                                                
                                                
                                                
                                                Andy Mouse (2 of 4 In Series)
                                                
                                                Haring & Warhol, Keith Haring
                                                
                                                1
                                                
                                                411
                                                
                                                LINDA VAN DYER, 592-8918
                                                
                                                OPEN AREA
                                                
                                                01-Apr-9442004
                                                
                                                
                                                
                                                Spun For James Kirsh
                                                
                                                Francis, Sam
                                                
                                                1
                                                
                                                411
                                                
                                                LINDA VAN DYER, 592-8918
                                                
                                                OPEN AREA
                                                
                                                01-Apr-9442559
                                                
                                                
                                                
                                                Kalenderblatt
                                                
                                                Stroud, Peter
                                                
                                                1
                                                
                                                411
                                                
                                                LINDA VAN DUYER, 592-8918
                                                
                                                BEHIND TELLR LN-OPEN AREA
                                                
                                                01-Jul-9442582
                                                
                                                
                                                
                                                Spontaneous/Non-Spontaneous Discrimination
                                                
                                                Paolozzi, Eduardo
                                                
                                                1
                                                
                                                411
                                                
                                                LINDA VAN DUYER, 592-8918
                                                
                                                BEHIND TELLR LN-OPEN AREA
                                                
                                                01-Jul-94CAWESL100 - West Los Angeles Branch34093
                                                
                                                
                                                
                                                Freeze Frame VI California Suite
                                                
                                                Vaccarino, Robin
                                                
                                                1
                                                
                                                Branch
                                                
                                                Aaron Young 310-996-7800
                                                
                                                Open
                                                
                                                27-Apr-0434094
                                                
                                                
                                                
                                                Freeze Frame II California Suite
                                                
                                                Vaccarino, Robin
                                                
                                                1
                                                
                                                Branch
                                                
                                                Aaron Young 310-996-7800
                                                
                                                Open
                                                
                                                27-Apr-0434095
                                                
                                                
                                                
                                                Freeze Frame V California Suite
                                                
                                                Vaccarino, Robin
                                                
                                                1
                                                
                                                Branch
                                                
                                                Aaron Young 310-996-7800
                                                
                                                Open
                                                
                                                27-Apr-0434096
                                                
                                                
                                                
                                                Freeze Frame III
                                                
                                                Vaccarino, Robin
                                                
                                                1
                                                
                                                Branch
                                                
                                                Aaron Young 310-996-7800
                                                
                                                Open
                                                
                                                27-Apr-0434097
                                                
                                                
                                                
                                                Freeze Frame I
                                                
                                                Vaccarino, Robin
                                                
                                                1
                                                
                                                Branch
                                                
                                                Aaron Young 310-996-7800
                                                
                                                Open
                                                
                                                27-Apr-0440041
                                                
                                                
                                                
                                                Zeppelin Island
                                                
                                                Crutchfield, William
                                                
                                                1
                                                
                                                Branch
                                                
                                                Aaron Young 310-996-7800
                                                
                                                Near merchant teller
                                                
                                                27-Apr-0440099
                                                
                                                
                                                
                                                Untitled/Paper Clip
                                                
                                                Smith, Richard
                                                
                                                1
                                                
                                                Branch
                                                
                                                Aaron Young 310-996-7800
                                                
                                                Behind teller
                                                
                                                27-Apr-0440100
                                                
                                                
                                                
                                                Untitled/Paper Clip
                                                
                                                Smith, Richard
                                                
                                                1
                                                
                                                Branch
                                                
                                                Aaron Young 310-996-7800
                                                
                                                Behind teller
                                                
                                                27-Apr-04
  
  Schedule 4 to Master Lease Agreement
- BAC Artwork
 Serial#
                                                                        
                                                                        Part#
                                                                        
                                                                        Title
                                                                        
                                                                        Artist
                                                                        
                                                                        Floor
                                                                        
                                                                        Dept
                                                                        
                                                                        Contact
                                                                        
                                                                        Space
                                                                        
                                                                        Installed80894
                                                                        
                                                                        
                                                                        
                                                                        Bel Air Suite (1 of 3 In Set)
                                                                        
                                                                        Tillyer, William
                                                                        
                                                                        1
                                                                        
                                                                        Branch
                                                                        
                                                                        Aaron Young 310-996-7800
                                                                        
                                                                        Deposit area
                                                                        
                                                                        27-Apr-0480895
                                                                        
                                                                        
                                                                        
                                                                        Bel Air Suite (2 of 3 In Set)
                                                                        
                                                                        Tillyer, William
                                                                        
                                                                        1
                                                                        
                                                                        Branch
                                                                        
                                                                        Aaron Young 310-996-7800
                                                                        
                                                                        Deposit area
                                                                        
                                                                        27-Apr-0480896
                                                                        
                                                                        
                                                                        
                                                                        Bel Air Suite (3 of 3 In Set)
                                                                        
                                                                        Tillyer, William
                                                                        
                                                                        1
                                                                        
                                                                        Branch
                                                                        
                                                                        Aaron Young 310-996-7800
                                                                        
                                                                        Deposit area
                                                                        
                                                                        27-Apr-04MOBAL-000 - Ballwin Facility38298
                                                                        
                                                                        
                                                                        
                                                                        Log Cabin, Manchester, MO
                                                                        
                                                                        Molloy, John
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Lisa Lieb 314-466-6048
                                                                        
                                                                        banking center
                                                                        
                                                                        11-Jul-0238299
                                                                        
                                                                        
                                                                        
                                                                        Lyceum Building
                                                                        
                                                                        Molloy, John
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Lisa Lieb 314-466-6048
                                                                        
                                                                        banking center
                                                                        
                                                                        11-Jul-0238300
                                                                        
                                                                        
                                                                        
                                                                        Union Station Entrance
                                                                        
                                                                        Molloy, John
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Lisa Lieb 314-466-6048
                                                                        
                                                                        banking center
                                                                        
                                                                        11-Jul-0238301
                                                                        
                                                                        
                                                                        
                                                                        Ballwin Farm
                                                                        
                                                                        Molloy, John
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Lisa Lieb 314-466-6048
                                                                        
                                                                        banking center
                                                                        
                                                                        11-Jul-02MOBEL-000 - Belton Facility36109
                                                                        
                                                                        
                                                                        
                                                                        Abilene
                                                                        
                                                                        McCain, Buckshot Frederick
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Steven Srader 816-979-4690
                                                                        
                                                                        Lobby
                                                                        
                                                                        04-Apr-03NCGATC076 - Gateway Center – Charlotte52469
                                                                        
                                                                        
                                                                        
                                                                        Twist
                                                                        
                                                                        Tinsley, Barry
                                                                        
                                                                        0
                                                                        
                                                                        
                                                                        
                                                                        Becky Hannum 704-388-3104
                                                                        
                                                                        courtyard-on pole
                                                                        
                                                                        03-Dec-02Family (Mother, Father, Child
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        Becky Hannum 704-388-3104
                                                                        
                                                                        exterior courtyardNMSANF076 - Santa Fe–Main Facility10684
                                                                        
                                                                        
                                                                        
                                                                        Supply Wagon
                                                                        
                                                                        Bodelson, Dan
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Debbra Colman
                                                                        
                                                                        vault10685
                                                                        
                                                                        
                                                                        
                                                                        Indian Chief w/Tomahawk
                                                                        
                                                                        Scholder, Fritz
                                                                        
                                                                        2
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        office
                                                                        
                                                                        06-Nov-0010686
                                                                        
                                                                        
                                                                        
                                                                        The Seven Ten Out of Douglas
                                                                        
                                                                        Shufelt, Robert
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Enid Cherry, JLL Albuq 505 282 3207
                                                                        
                                                                        Hallway10687
                                                                        
                                                                        
                                                                        
                                                                        Autumn Shadows
                                                                        
                                                                        Rice, Ramon
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Enid Cherry , JLL ALB 505 282 3200
                                                                        
                                                                        cred dept10688
                                                                        
                                                                        
                                                                        
                                                                        (Pueblo Scene)
                                                                        
                                                                        Anderson, Ray
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Enid Cherry, JLL ALB 5050 282 320010689
                                                                        
                                                                        
                                                                        
                                                                        (Red Oxide Skip Over Desert)
                                                                        
                                                                        Sisson, Lawrence
                                                                        
                                                                        2
                                                                        
                                                                        
                                                                        
                                                                        Enid Cherrry Jll Albuq 505 282 3702
                                                                        
                                                                        board room10690
                                                                        
                                                                        
                                                                        
                                                                        Bargain on the Plaza, Santa Fe 1840
                                                                        
                                                                        Waterhouse, Col. Charles
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Brandy Wilson, JLL, 505 282 3203
                                                                        
                                                                        lobby10691
                                                                        
                                                                        
                                                                        
                                                                        Santuario de Guadalupe - Early 1830's
                                                                        
                                                                        Eubanks, Tony
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Enid  Cherry, JLL, ALB, 505 282 3200
                                                                        
                                                                        lobby10692
                                                                        
                                                                        
                                                                        
                                                                        Respect
                                                                        
                                                                        Houser, Allan
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Brandy Avery,  JLL, 505 282 3203
                                                                        
                                                                        lobby
                                                                        
                                                                        18-Dec-0010693
                                                                        
                                                                        
                                                                        
                                                                        Train at Rowe
                                                                        
                                                                        Anderson, Roy
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Enid  Cherry, JLL, ALB, 505 282 3200
                                                                        
                                                                        lobby10694
                                                                        
                                                                        
                                                                        
                                                                        General Kearney, Army of the West
                                                                        
                                                                        Spaulding, Don
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Enid  Cherry, JLL, ALB, 505 282 3200
                                                                        
                                                                        lobby10695
                                                                        
                                                                        
                                                                        
                                                                        1610 Don Pedro de Peralta, Founding of Santa Fe
                                                                        
                                                                        Grinnell, Roy
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Brandy Wilson, 505 282 3203
                                                                        
                                                                        lobby10696
                                                                        
                                                                        
                                                                        
                                                                        The Trail to Santa Fe
                                                                        
                                                                        Niblett, Gary
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Brandy Wilson, JLL, 505 282 3202
                                                                        
                                                                        lobby10804
                                                                        
                                                                        
                                                                        
                                                                        Unknown
                                                                        
                                                                        Multiple Artists, Multiple Artists
                                                                        
                                                                        2
                                                                        
                                                                        board35550
                                                                        
                                                                        
                                                                        
                                                                        Song of Sun Turning North
                                                                        
                                                                        Kloss, Gene
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Enid Cherry, JLL ALBQ, 505 282 3207
                                                                        
                                                                        Bank Investment Services reception
                                                                        
                                                                        30-May-0335551
                                                                        
                                                                        
                                                                        
                                                                        Indian Chief with Tomahawk
                                                                        
                                                                        Scholder, Fritz
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        Enid Cherry JLL Albuq  505 282 3207
                                                                        
                                                                        Bank Investment Services office
                                                                        
                                                                        29-May-03
  
  Schedule 4 to Master Lease Agreement
- BAC Artwork
 Serial#
                                                                    
                                                                    Part#
                                                                    
                                                                    Title
                                                                    
                                                                    Artist
                                                                    
                                                                    Floor
                                                                    
                                                                    Dept
                                                                    
                                                                    Contact
                                                                    
                                                                    Space
                                                                    
                                                                    Installed35552
                                                                    
                                                                    
                                                                    
                                                                    Bufflalo Dancer
                                                                    
                                                                    Scholder, Fritz
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Enid Cherry Jll ALB 505 282 3703
                                                                    
                                                                    Bank investment services office
                                                                    
                                                                    30-May-0335553
                                                                    
                                                                    
                                                                    
                                                                    On Christmas Day
                                                                    
                                                                    Kloss, Gene
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Enid Cherry JLL Albuq, 505 282 3207
                                                                    
                                                                    Bank Investment  Services Reception
                                                                    
                                                                    30-May-0335554
                                                                    
                                                                    
                                                                    
                                                                    Indian Pottery
                                                                    
                                                                    Rommell, Lee
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Enid Cherry Jll Alb 505 282 3703
                                                                    
                                                                    Office
                                                                    
                                                                    30-May-0335555
                                                                    
                                                                    
                                                                    
                                                                    Protector's Message
                                                                    
                                                                    La Fountain, Preston
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Enid Cherry JLL ALB, 505 282 3702
                                                                    
                                                                    Platform
                                                                    
                                                                    23-May-0335556
                                                                    
                                                                    
                                                                    
                                                                    Market Day
                                                                    
                                                                    Rommell, Lee
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Enid Cherry JLL ALB, 505 282 3703
                                                                    
                                                                    Office
                                                                    
                                                                    30-May-0335557
                                                                    
                                                                    
                                                                    
                                                                    Sunset Sonata
                                                                    
                                                                    Graves, Valerie
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Enid Cherry, Jll Alb, 505 282 3703
                                                                    
                                                                    Office
                                                                    
                                                                    30-May-0335558
                                                                    
                                                                    
                                                                    
                                                                    Spirit of Woman
                                                                    
                                                                    La Fountain, Preston
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Enid Cherry, JLL ALB, 505 282 3702
                                                                    
                                                                    office
                                                                    
                                                                    30-May-0335559
                                                                    
                                                                    
                                                                    
                                                                    Navajo Rug
                                                                    
                                                                    Unk-USA, Navajo
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Enid Cherry, JLL ALB 505 282 3073
                                                                    
                                                                    Platform
                                                                    
                                                                    30-May-03NVRENO030 - Reno Operations Center47160
                                                                    
                                                                    
                                                                    
                                                                    Homage To Griffin
                                                                    
                                                                    Bell, Larry
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Annie Waters, 602 523 2810
                                                                    
                                                                    Storage
                                                                    
                                                                    05-Mar-0235602
                                                                    
                                                                    
                                                                    
                                                                    Center Stage
                                                                    
                                                                    McCollum,35603
                                                                    
                                                                    
                                                                    
                                                                    Southern Exposure
                                                                    
                                                                    McCollum,35604
                                                                    
                                                                    
                                                                    
                                                                    Untitled #3
                                                                    
                                                                    Aguilar, Kevin35605
                                                                    
                                                                    
                                                                    
                                                                    Winter Rider
                                                                    
                                                                    Morrow, K35619
                                                                    
                                                                    
                                                                    
                                                                    Channel Island, Death Valley
                                                                    
                                                                    Harris, Glorianne35620
                                                                    
                                                                    
                                                                    
                                                                    Concrete Grass
                                                                    
                                                                    Harris, Glorianne35621
                                                                    
                                                                    
                                                                    
                                                                    Vapors Concrete and Gray
                                                                    
                                                                    Harris, Glorianne35625
                                                                    
                                                                    
                                                                    
                                                                    Untitled (Yellow X )
                                                                    
                                                                    Antreasian, Garo35626
                                                                    
                                                                    
                                                                    
                                                                    Untitled (Gray tile profiles)
                                                                    
                                                                    Antreasian, Garo35627
                                                                    
                                                                    
                                                                    
                                                                    Untitled (rainbow end)
                                                                    
                                                                    Antreasian, Garo35628
                                                                    
                                                                    
                                                                    
                                                                    Untitled ( gray v's)
                                                                    
                                                                    Antreasian, Garo47114
                                                                    
                                                                    
                                                                    
                                                                    Big Cactus II
                                                                    
                                                                    Fincher, JohnMore work of various quality in storage in this building.OKFOUC000 - Founder's Center32124
                                                                    
                                                                    
                                                                    
                                                                    Untitled (House, Snow, Trees, Fence)
                                                                    
                                                                    Taylor, D.
                                                                    
                                                                    1
                                                                    
                                                                    
                                                                    
                                                                    Jeff Hawthorn 405-848-7680
                                                                    
                                                                    storage
                                                                    
                                                                    03-Aug-01WABAL-000 – Ballard58599
                                                                    
                                                                    
                                                                    
                                                                    Untitled
                                                                    
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                                                                    1
                                                                    
                                                                    37605
                                                                    
                                                                    Rob Martin
                                                                    
                                                                    
                                                                    
                                                                    27-Mar-0158603
                                                                    
                                                                    
                                                                    
                                                                    Salmon
                                                                    
                                                                    Peterson, Bob
                                                                    
                                                                    1
                                                                    
                                                                    37065
                                                                    
                                                                    Rob Martin
                                                                    
                                                                    
                                                                    
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                                                                    Munzo, Rie
                                                                    
                                                                    1
                                                                    
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                                                                    Rob Martin
                                                                    
                                                                    
                                                                    
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                                                                    Seattle Skyline with Ship
                                                                    
                                                                    Wolfe, Art
                                                                    
                                                                    1
                                                                    
                                                                    30502
                                                                    
                                                                    Joseph Zaraglia
                                                                    
                                                                    
                                                                    
                                                                    01-Mar-0158688
                                                                    
                                                                    
                                                                    
                                                                    Pike Place Market II
                                                                    
                                                                    Wolfe, Art
                                                                    
                                                                    1
                                                                    
                                                                    30502
                                                                    
                                                                    Joseph Zavaglia
                                                                    
                                                                    
                                                                    
                                                                    01-Mar-01
  
  Schedule 4 to Master Lease Agreement
- BAC Artwork
  Serial#
                                                                    
                                                                    Part#
                                                                    
                                                                    Title
                                                                    
                                                                    Artist
                                                                    
                                                                    Floor
                                                                    
                                                                    Dept
                                                                    
                                                                    Contact
                                                                    
                                                                    Space
                                                                    
                                                                    Installed58689
                                                                    
                                                                    
                                                                    
                                                                    Pike Place Market I
                                                                    
                                                                    Wolfe, Art
                                                                    
                                                                    1
                                                                    
                                                                    30502
                                                                    
                                                                    Joseph Zavaglia
                                                                    
                                                                    
                                                                    
                                                                    01-Mar-0158690
                                                                    
                                                                    
                                                                    
                                                                    Ferry Boat
                                                                    
                                                                    Wolfe, Art
                                                                    
                                                                    1
                                                                    
                                                                    30502
                                                                    
                                                                    Joseph Zavaglia
                                                                    
                                                                    
                                                                    
                                                                    01-Mar-0158691
                                                                    
                                                                    
                                                                    
                                                                    Flag Plaza Seattle Center
                                                                    
                                                                    Wolfe, Art
                                                                    
                                                                    1
                                                                    
                                                                    30502
                                                                    
                                                                    Joseph Zavaglia
                                                                    
                                                                    
                                                                    
                                                                    01-Mar-0158692
                                                                    
                                                                    
                                                                    
                                                                    Seattle Skyline with Space Needle
                                                                    
                                                                    Wolfe, Art
                                                                    
                                                                    1
                                                                    
                                                                    30502
                                                                    
                                                                    Joseph Zavaglia
                                                                    
                                                                    
                                                                    
                                                                    01-Mar-01WAKEN-100 – Kennewick58705
                                                                    
                                                                    
                                                                    
                                                                    Don't Hurry Tomorrow
                                                                    
                                                                    Kemble, Richard
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    07-Mar-0158706
                                                                    
                                                                    
                                                                    
                                                                    Cloudy Down Tahoma
                                                                    
                                                                    Lazelle, Keith
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    07-Mar-0158707
                                                                    
                                                                    
                                                                    
                                                                    Landscape
                                                                    
                                                                    Bardner,
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    07-Mar-0158708
                                                                    
                                                                    A
                                                                    
                                                                    Abstract
                                                                    
                                                                    Singleton, S.
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    08-Mar-0158709
                                                                    
                                                                    
                                                                    
                                                                    Diamond Grids
                                                                    
                                                                    Anderson, Larry
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    08-Mar-0158710
                                                                    
                                                                    
                                                                    
                                                                    Landscape with Stump
                                                                    
                                                                    Berlin, Paul
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    19-Nov-9358711
                                                                    
                                                                    B
                                                                    
                                                                    Abstract
                                                                    
                                                                    Singleton, S.
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    08-Mar-0158712
                                                                    
                                                                    A
                                                                    
                                                                    Abstract
                                                                    
                                                                    Singleton, S.
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    08-Mar-0158713
                                                                    
                                                                    B
                                                                    
                                                                    Abstract
                                                                    
                                                                    Singleton, S.
                                                                    
                                                                    1
                                                                    
                                                                    33902
                                                                    
                                                                    Robert A. Stuart
                                                                    
                                                                    
                                                                    
                                                                    08-Mar-01WAPORT000 - Port Townsed58757
                                                                    
                                                                    
                                                                    
                                                                    Slopeside
                                                                    
                                                                    Matzke, Augusta
                                                                    
                                                                    1
                                                                    
                                                                    55707
                                                                    
                                                                    Janice Sanford
                                                                    
                                                                    
                                                                    
                                                                    05-Mar-0158758
                                                                    
                                                                    
                                                                    
                                                                    Port Townsend Street Scene
                                                                    
                                                                    Haave,
                                                                    
                                                                    1
                                                                    
                                                                    55707
                                                                    
                                                                    Janice Sanford
                                                                    
                                                                    
                                                                    
                                                                    05-Mar-0158759
                                                                    
                                                                    
                                                                    
                                                                    Ships in Harbor
                                                                    
                                                                    Eisele, C.
                                                                    
                                                                    1
                                                                    
                                                                    55707
                                                                    
                                                                    Janice Sanford
                                                                    
                                                                    
                                                                    
                                                                    05-Mar-0158760
                                                                    
                                                                    
                                                                    
                                                                    Abstract
                                                                    
                                                                    Stimson,
                                                                    
                                                                    1
                                                                    
                                                                    55707
                                                                    
                                                                    Janice Sanford
                                                                    
                                                                    
                                                                    
                                                                    05-Mar-01WASEQ-000 – Sequim58813
                                                                    
                                                                    
                                                                    
                                                                    Glacier Peak
                                                                    
                                                                    Darby, Robert D.
                                                                    
                                                                    1
                                                                    
                                                                    65003
                                                                    
                                                                    Jean Blaurock
                                                                    
                                                                    
                                                                    
                                                                    19-Jan-0458814
                                                                    
                                                                    `
                                                                    
                                                                    Beach With Distant Rocks
                                                                    
                                                                    LaFall,
                                                                    
                                                                    1
                                                                    
                                                                    65003
                                                                    
                                                                    Jean Baurock
                                                                    
                                                                    
                                                                    
                                                                    19-Jan-0458815
                                                                    
                                                                    
                                                                    
                                                                    Trees In Tile and Board
                                                                    
                                                                    Farrell, J.
                                                                    
                                                                    1
                                                                    
                                                                    65003
                                                                    
                                                                    Jean Blaurock
                                                                    
                                                                    
                                                                    
                                                                    19-Jan-04WAWENV000 - Wenatchee Valley58930
                                                                    
                                                                    
                                                                    
                                                                    Farm Scene
                                                                    
                                                                    Reynolds, Lee
                                                                    
                                                                    1
                                                                    
                                                                    81802
                                                                    
                                                                    Rick Hallberg
                                                                    
                                                                    
                                                                    
                                                                    15-Jun-0158931
                                                                    
                                                                    
                                                                    
                                                                    Lunch    ll
                                                                    
                                                                    Calkins, H.
                                                                    
                                                                    1
                                                                    
                                                                    81802
                                                                    
                                                                    Rick Hallberg
                                                                    
                                                                    
                                                                    
                                                                    10-Nov-93










Schedule
5 To Master Lease
  Renewal Term Annual Basic
Rent Illustration
  The following illustrates the calculation and allocation
of Annual Basic Rent at renewal under two different Fair Market Rental Value
(“FMRV”) assumption sets.
 
 TABLE ONE  - BASE
ASSUMPTIONS:
 
 A
                                
                                B
                                
                                C
                                
                                DProject
                                
                                Non-FMRV
                                  Renewal Space
                                
                                FMRV Space
                                
                                Total Renewal
                                  Premises NRA
                                  (A + B)
                                
                                Annual Basic Rent
                                  FactorProject A
                                
                                85,000 RSF
                                
                                15,000 RSF
                                
                                100,000 RSF
                                
                                $
                                9.00/RSFProject B
                                
                                25,000 RSF
                                
                                None
                                
                                25,000 RSF
                                
                                $
                                9.00/RSFProject C
                                
                                40,000 RSF
                                
                                10,000 RSF
                                
                                50,000 RSF
                                
                                $
                                9.00/RSFProject D
                                
                                75,000 RSF
                                
                                None
                                
                                75,000 RSF
                                
                                $
                                9.00/RSF
 
 Illustration One
 
 Aggregate FMRV for Non-FMRV Renewal Space is greater
than the Maximum Renewal Term Basic Rent for the Non-FMRV Renewal
Space.
 
 Assume the Base Assumptions in Table One above which
show that (i) the Renewal Premises includes space at four Projects, (ii) the
Renewal Premises at two of the Projects includes FMRV Space (iii) the Annual
Basic Rent Factor for the applicable Renewal Term as set forth on Schedule 1 to
the Lease is $9.00 per RSF.Also assume the
Fair Market Rental Value (determined either by agreement of the parties or by
appraisal as provided in the Lease) for each of the Projects is as noted
below:
 
 Project
                            
                            FMRVProject A
                            
                            $
                            15.00/RSFProject B
                            
                            $
                            10.00/RSFProject C
                            
                            $
                            6.00/RSFProject D
                            
                            $
                            8.00/RSF
 
 Step 1 - Calculate the Aggregate FMRV Rent for the
Non-FMRV Renewal Space:
 
 Project
                                  
                                  Non-FMRV
                                    Renewal Space
                                  
                                  FMRV
                                  
                                  FMRV Rent
                                    (A x B)Project A
                                  
                                  85,000 RSF
                                  X
                                  $
                                  15.00/RSF
                                  =
                                  $
                                  1,275,000Project B
                                  
                                  25,000 RSF
                                  X
                                  $
                                  10.00/RSF
                                  =
                                  $
                                  250,000Project C
                                  
                                  40,000 RSF
                                  X
                                  $
                                  6.00/RSF
                                  =
                                  $
                                  240,000Project D
                                  
                                  75,000 RSF
                                  X
                                  $
                                  8.00/RSF
                                  =
                                  $
                                  600,000Aggregate FMRV Rent
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  2,365,000
  
  Step 2- Calculate
the Maximum Renewal Term Basic Rent for the Non-FMRV Renewal
Space:
 
 Project
                              
                              Non-FMRV
                                Renewal Space
                              
                              Annual Basic
                                Rent Factor
                              
                              Maximum
                                Renewal Term
                                Basic RentProject
      A
                              
                              85,000
      RSF
                              X
                              $
                              9.00/RSF
                              =
                              $
                              765,000Project
      B
                              
                              25,000
      RSF
                              X
                              $
                              9.00/RSF
                              =
                              $
                              225,000Project
      C
                              
                              40,000
      RSF
                              X
                              $
                              9.00/RSF
                              =
                              $
                              360,000Project
      D
                              
                              75,000
      RSF
                              X
                              $
                              9.00/RSF
                              =
                              $
                              675,000Maximum
      Renewal Term Basic Rent
                              
                              
                              
                              
                              
                              
                              $
                              2,025,000
 
 Step 3 – Allocate Maximum Renewal Term Basic Rent for
the Renewal Premises amongst the Projects
 
 In this illustration, the Aggregate FMRV Rent for the
Non-FMRV Renewal Space exceeds the Maximum Renewal Term Basic Rent for theNon-FMRV Renewal Space, requiring a special
allocation of the total Maximum Renewal Term Basic Rent for the Non-FMRV Renewal
Space amongst the Projects according to FMRV.
 
 This allocation is accomplished by reducing the FMRV
proportionately for each Project containing Non-FMRV Renewal Space by
multiplying it by a fraction, expressed as a decimal, the numerator of which is
the Maximum Renewal Term Basic Rent (i.e., $2,025,000.00) and the denominator of
which is the Aggregate FMRV Rent (i.e., $2,365,000.00):
 
 Rent Adjustment Factor  =
0.85624  (i.e., $2,025,000.00/$2,365,000.00)
 
 Project
                                            
                                            Non-FMRV
                                              Renewal Space
                                            
                                            FMRVRent
                                            
                                            Rent
                                              Adjustment
                                              Factor
                                            
                                            Adjusted
                                              FMRV RentProject A
                                            
                                            85,000 RSF
                                            
                                            $
                                            1,275,000
                                            
                                            0.85624
                                            
                                            $
                                            1,091,702Project B
                                            
                                            25,000 RSF
                                            
                                            $
                                            250,000
                                            
                                            0.85624
                                            
                                            $
                                            214,059Project C
                                            
                                            40,000 RSF
                                            
                                            $
                                            240,000
                                            
                                            0.85624
                                            
                                            $
                                            205,497Project D
                                            
                                            75,000 RSF
                                            
                                            $
                                            600,000
                                            
                                            0.85624
                                            
                                            $
                                            513,742TOTAL
                                            
                                            
                                            
                                            $
                                            2,365,000
                                            
                                            
                                            
                                            $
                                            2,025,000
 
 Step 4– Calculate
Annual Basic Rent for Renewal Premises (FMRV Space only)
 
 Project
                                            
                                            Renewal Premises
                                              FMRV Space
                                            
                                            FMRV
                                            
                                            FMRV Rent for
                                              Renewal Premises
                                              FMRV Space onlyProject A
                                            
                                            15,000 RSF
                                            
                                            $
                                            15.00/RSF
                                            
                                            $
                                            225,000Project B
                                            
                                            
                                            
                                            $
                                            10.00/RSF
                                            
                                            $
                                            0Project C
                                            
                                            10,000 RSF
                                            
                                            $
                                            6.00/RSF
                                            
                                            $
                                            60,000Project D
                                            
                                            
                                            
                                            $
                                            8.00/RSF
                                            
                                            
                                            0TOTAL
                                            
                                            
                                            
                                            
                                            
                                            
                                            $
                                            285,000
  2
  Step 5 –
Sum components to determine Annual Basic Rent for all Renewal
Premises
 
 A
                                                            
                                                            B
                                                            
                                                            CProject
                                                            
                                                            Adjusted FMRV Rent
                                                              for Non-FMRV
                                                              Renewal Space
                                                            
                                                            FMRV Rent for
                                                              FMRV Space only
                                                            
                                                            Total Annual Basic
                                                              Rent for all
                                                              Renewal Premises
                                                              (A + B)Project A
                                                            
                                                            $
                                                            1,091,702
                                                            
                                                            $
                                                            225,000
                                                            
                                                            $
                                                            1,316,702Project B
                                                            
                                                            $
                                                            214,059
                                                            
                                                            $
                                                            0
                                                            
                                                            $
                                                            214,059Project C
                                                            
                                                            $
                                                            205,497
                                                            
                                                            $
                                                            60,000
                                                            
                                                            $
                                                            265,497Project D
                                                            
                                                            $
                                                            513,742
                                                            
                                                            
                                                            0
                                                            
                                                            $
                                                            513,742TOTAL
                                                            
                                                            $
                                                            2,025,000
                                                            
                                                            $
                                                            285,000
                                                            
                                                            $
                                                            2,310,000
 
 Illustration Two
 
 Aggregate FMRV Rent for Non-FMRV Renewal Space is less
than or equal to the Maximum Renewal Term Basic Rent for the Non-FMRV Renewal
Space.
 
 Assume the Base Assumptions shown in Table One above
which show that (i) the Renewal Premises includes space at four Projects, (ii)
the Renewal Premises at two of the Projects includes FMRV Space (iii) the Annual
Basic Rent Factor for the applicable Renewal Term as set forth on Schedule 1 to
the Lease is $9.00 per RSF. Also assume the Fair Market Rental Value (determined
either by agreement of the parties or by appraisal as provided in the Lease) for
each of the Projects is as noted below:
 
 Project
                            
                            FMRVProject A
                            
                            $
                            10.00/RSFProject B
                            
                            $
                            7.00/RSFProject C
                            
                            $
                            6.00/RSFProject D
                            
                            $
                            8.00/RSF
 
 Step 1 - Calculate the Aggregate FMRV Rent for the
Non-FMRV Renewal Space:
 
 Project
                                          
                                          Non-FMRV
                                            Renewal Space
                                          
                                          FMRV
                                          
                                          FMRV Rent
                                            (A x B)Project
      A
                                          
                                          85,000
      RSF
                                          X
                                          $
                                          10.00/RSF
                                          =
                                          $
                                          850,000Project
      B
                                          
                                          25,000
      RSF
                                          X
                                          $
                                          7.00/RSF
                                          =
                                          $
                                          175,000Project
      C
                                          
                                          40,000
      RSF
                                          X
                                          $
                                          6.00/RSF
                                          =
                                          $
                                          240,000Project
      D
                                          
                                          75,000
      RSF
                                          X
                                          $
                                          8.00/RSF
                                          =
                                          $
                                          600,000Aggregate
      FMRV Rent
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          1,865,000
 
 Step 2 - Calculate the Maximum Renewal Term Basic Rent
for the Non-FMRV Renewal Space:
 
 Project
                              
                              Non-FMRV
                                Renewal Space
                              
                              Annual Basic
                                Rent Factor
                              
                              Maximum
                                Renewal Term
                                Basic RentProject
      A
                              
                              85,000
      RSF
                              X
                              $
                              9.00/RSF
                              =
                              $
                              765,000Project
      B
                              
                              25,000
      RSF
                              X
                              $
                              9.00/RSF
                              =
                              $
                              225,000Project
      C
                              
                              40,000
      RSF
                              X
                              $
                              9.00/RSF
                              =
                              $
                              360,000Project
      D
                              
                              75,000
      RSF
                              X
                              $
                              9.00/RSF
                              =
                              $
                              675,000Maximum
      Renewal Term Basic Rent
                              
                              
                              
                              
                              
                              
                              $
                              2,025,000
 
 3
 
 Step 3 – Allocate Maximum Renewal Term Basic Rent for
the Renewal Premises
 
 In this illustration, the Aggregate FMRV Rent for the
Non-FMRV Renewal Space is less than the Maximum Renewal Term Basic Rent for the
Non-FMRV Renewal Space.  No adjustment to FMRV is
necessary.
 
 Step 4 – Calculate Annual Basic Rent for FMRV Space
portion of Renewal Premises
 
 Project
                                        
                                        Renewal Premises
                                          FMRV Space
                                        
                                        FMRV
                                        
                                        FMRV Rent for
                                          Renewal Premises
                                          FMRV SpaceProject A
                                        
                                        15,000 RSF
                                        
                                        $
                                        10.00/RSF
                                        
                                        $
                                        150,000Project B
                                        
                                        
                                        
                                        $
                                        7.00/RSF
                                        
                                        
                                        0Project C
                                        
                                        10,000 RSF
                                        
                                        $
                                        6.00/RSF
                                        
                                        $
                                        60,000Project D
                                        
                                        
                                        
                                        $
                                        8.00/RSF
                                        
                                        
                                        0TOTAL
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        210,000
 
 Step 5 –
Sum components to determine Annual Basic Rent for all Renewal
Premises
 
 A
                                    
                                    B
                                    
                                    CProject
                                    
                                    FMRV Rent for Non-
                                      FMRV Renewal
                                      Space)
                                    
                                    FMRV Rent for
                                      Renewal Premises
                                      FMRV Space
                                    
                                    Total Annual Basic
                                      Rent for all
                                      Renewal Premises
                                      (A + B)Project A
                                    
                                    $
                                    850,000
                                    
                                    $
                                    150,000
                                    
                                    $
                                    1,000,000Project B
                                    
                                    $
                                    175,000
                                    
                                    
                                    0
                                    
                                    $
                                    175,000Project C
                                    
                                    $
                                    240,000
                                    
                                    $
                                    60,000
                                    
                                    $
                                    300,000Project D
                                    
                                    $
                                    600,000
                                    
                                    
                                    0
                                    
                                    $
                                    600,000TOTAL
                                    
                                    $
                                    1,865,000
                                    
                                    $
                                    210,000
                                    
                                    $
                                    2,075,000
 
 4