Execution
Draft


___




AMENDED
AND RESTATED


LEASE
AGREEMENT




DATED
MAY 23, 2003




Between




U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as
successor Owner Trustee to State Street Bank and Trust Company of Connecticut,
National Association, under the Amended and Restated Trust Agreement (1997-D)
dated as of May 23, 2003 and PATRICK E. THEBADO, not in his individual capacity,
but solely as successor Co-Trustee to Dori Anne Seakas, as successor Co-Trustee to
Traci Hopkins,under the Amended and Restated Trust Agreement (1997-D)
dated as of May 23, 2003,


as
Lessor,





and





BANK
OF AMERICA, N.A.


as
Lessee





Office
Buildings Located in the


Southeastern
United States




TO
THE EXTENT THAT THIS AMENDED AND RESTATED LEASE AGREEMENT CONSTITUTES CHATTEL
PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN
ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AMENDED AND RESTATED
LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY
COUNTERPART OTHER THAN ORIGINAL COUNTERPART NO. 1 THAT CONTAINS THE RECEIPT
THEREFOR EXECUTED BY WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS
INDENTURE TRUSTEE, ON OR FOLLOWING THE SIGNATURE PAGE THEREOF.









CONTENTS




Section
              
              
              Page1.
              DEFINITIONS
              12.
              LEASE
      OF THE PROPERTIES; RESTATEMENT
              12.1
              Ownership
      and Lease
              12.2
              Demise
      and Lease
              22.3
              Restatement
              23.
              RENT;
      FMV LEASE
              23.1
              Basic
      Rent; FMV Lease
              23.2
              Supplemental
      Rent
              43.3
              Method
      of Payment
              43.4
              Late
      Payment
              53.5
              Net
      Lease; No Setoff; Etc.
              53.6
              Limitations
      on Rent
              64.
              RECOMPUTATIONS
              74.1
              Adjustments
              74.2
              Methodology
      for Adjustments
              74.3
              Supplements
              75.
              RENEWAL
      OPTIONS
              85.1
              Renewal
      Options
              85.2
              Lease
      Provisions Applicable
              96.
              EARLY
      TERMINATION;
              96.1
              Early
      Termination Options
              96.2
              Obsolescence
      Termination
              136.3
              Effect
      of Termination
              146.4
              Adjustment
      of Termination Percentages
              146.5
              Demising
      Work
              156.6
              Sublessee
      Options
              167.
              CONDITION
      AND USE OF PROPERTIES
              177.1
              Waivers
              178.
              LIENS;
      TAXES
              188.1
              Liens
              188.2
              Taxes
              199.
              MAINTENANCE
      AND REPAIR; ALTERATIONS, MODIFICATIONS AND ADDITIONS
              219.1
              Maintenance
      and Repair
              219.2
              Alterations
              219.3
              Title
      to Alterations
              249.4
              Permitted
      Contests
              249.5
              Environmental
      Compliance
              2510.
              USE
      AND LOCATION
              2510.1
              Location
              2510.2
              Use
              2611.
              INSURANCE
              2611.1
              Coverage
              2611.2
              Policy
      Provisions
              2811.3
              Evidence
      of Insurance
              29




i





12.
              RETURN
      OF LEASED PROPERTY
              2913.
              ASSIGNMENT
              3014.
              LOSS,
      DESTRUCTION, CONDEMNATION OR DAMAGE
              3014.1
              Payment
      of Stipulated Loss Value on an Event of Loss
              3014.2
              Application
      of Payments When Lease Continues
              3214.3
              Payment
      of Stipulated Loss Value on an Event of Taking
              3314.4
              Application
      of Certain Payments Not Relating to an Event of Taking
              3314.5
              Other
      Dispositions
              3414.6
              Negotiations
              3414.7
              No
      Rent Abatement
              3414.8
              Investment
              3415.
              INTEREST
      CONVEYED TO LESSEE
              3416.
              SUBLEASE
              3516.1
              Sublease
      Requirements
              3516.2
              Assignment
      of Subleases
              3816.3
              Sublessor
      Improvements
              3817.
              INSPECTION,
      REPORTS AND NOTICES
              3917.1
              Inspection
              3917.2
              Reports
              3917.3
              Notices
      from Governmental Authorities
              3918.
              LEASE
      EVENTS OF DEFAULT
              3919.
              ENFORCEMENT
              4119.1
              Remedies
              4119.2
              Survival
      of the Lessee's Obligations
              4319.3
              Remedies
      Cumulative; No Waiver; Consents
              4420.
              RIGHT
      TO PERFORM FOR THE LESSEE
              4421.
              MISCELLANEOUS
              4421.1
              Binding
      Effect; Successors and Assigns; Survival
              4421.2
              Quiet
      Enjoyment
              4521.3
              Notices
              4521.4
              Severability
              4521.5
              Amendment;
      Complete Agreements
              4521.6
              Headings
              4621.7
              Counterparts
              4621.8
              Governing
      Law
              4621.9
              Apportionments
              4621.10
              Discharge
      of the Lessee's Obligations by its Sublessees
              4621.11
              Nature
      of Lessor's Obligations
              4721.12
              Estoppel
      Certificates
              4721.13
              Granting
      of Easements
              4721.14
              No
      Joint Venture
              4821.15
              No
      Accord and Satisfaction
              4821.16
              No
      Merger
              4821.17
              Investment
      of Funds
              4821.18
              True
      Lease
              49




ii





Appendix A
                          DefinitionsExhibit
      A
                          Form
      of FMV LeaseExhibit
      B
                          Form
      of SubleaseExhibit
      C
                          Form
      of Bank Branch LeaseExhibit
      D
                          Form
      of Subordination, Non-Disturbance And Attornment
  AgreementExhibit
      E
                          Form
      of AFR SubleaseExhibit
      F
                          Form
      of Partial Occupancy LeaseSchedule
      1
                          Stipulated
      Loss ValueSchedule
      2
                          Section
      9.2(d) DatesSchedule 3
                          Land
      and Improvement Description and Lessor's CostSchedule
      4
                          Basic
      Rent




iii




AMENDED AND RESTATED LEASE
AGREEMENT (thisLease)dated
as of May 23, 2003




BETWEEN:




(1)
            U.S. BANK NATIONAL ASSOCIATION,not in its individual capacity, but solely as successor Owner
      Trustee (the Owner
      Trustee) to State Street Bank and Trust Company of Connecticut,
      National Association, under the Amended and Restated Trust Agreement
      (1997-D) dated as of May 23, 2003(the Trust Agreement
      (1997-D)) and PATRICK E. THEBADO, not
      in his individual capacity, but solely as successor Co-Trustee (the Co-Trustee) to Dori
      Anne Seakas, as successor
      Co-Trustee to Traci Hopkins,under the Trust Agreement (1997-D)
      (the Owner Trustee as the lessor of the Lessor Properties in states other
      than the Co-Trustee States and the Co-Trustee as the lessor of the Lessor
      Properties in the Co-Trustee States separately or together, as applicable,
      the Lessor);
      and




(2)
            BANK OF AMERICA, N.A., a
      national banking association, as the lessee (the Lessee).




WHEREAS




(A)
            the
      Lessee (as successor to Nationsbank, N.A.) was a party to each of
      (i) that certain Lease Agreement (1997-C) dated as of June 4, 1997
      (Lease C) with
      State Street Bank and Trust Company of Connecticut, National Association,
      as owner trustee under the Trust Agreement (1997-C) dated as of June 4,
      1997 (the Trust Agreement
      (1997-C)), and Traci Hopkins, as co-trustee under Trust Agreement
      (1997-C) (together the C
      Lessor) and (ii) that certain Lease Agreement (1997-D) dated
      as of June 4, 1997 (Lease
      D) with Lessor;




(B)
            the
      Owner Trustee in its capacity as owner trustee under Trust Agreement
      (1997-D) has acquired (i) all interest of the C Lessor in the Properties
      and in Lease C; and (ii) all interest of each of REMAN 1997-C, Inc. and
      REMAN 1997-D, Inc. in the Properties;
and




(C)
            the
      Lessor and the Lessee wish to amend and restate both of Lease C and Lease
      D in this Lease.




In
consideration of the mutual agreements herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:




1.
            DEFINITIONS




The
capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in Appendix A hereto for all purposes hereof.




2.
            LEASE
      OF THE PROPERTIES; RESTATEMENT




2.1
            Ownership
      and Lease




The
parties acknowledge that this Lease constitutes a lease of, and creates in the
Lessee as described in Section 2.2 a leasehold estate in and to the
Properties.







2.2
            Demise
      and Lease




Since the
Original Closing Date the Lessor and its predecessors in interest have demised
and leased, and on the Closing Date, the Lessor shall continue to demise and
lease, all of its right, title and interest in and to the Properties listed in
Schedule 3 hereto to the Lessee, and since the Original Closing Date the Lessee
has rented and leased, and on the Closing Date the Lessee shall continue to rent
and lease, the respective Properties from the Lessor, for the Basic Term and,
subject to the exercise by the Lessee of its renewal options as provided in and
in accordance with Article 5 hereof, for the Renewal Terms, unless earlier
terminated in accordance with the provisions of this Lease.  The
Lessee may from time to time own or hold under lease from Persons other than the
Lessor, furniture, trade fixtures, equipment and other personalty located on or
about the Properties that are not subject to this Lease.  The Lessor
shall from time to time, upon the reasonable request of the Lessee, at the
Lessee's expense, promptly acknowledge in writing to the Lessee or other Persons
that the Lessor does not own or have any other right or interest in or to such
furniture, trade fixtures, personalty and equipment. The demise and lease of the
Properties pursuant to this Article 2 shall include any additional right, title
or interest in the Properties which may at any time be acquired by the
Lessor.




2.3
            Restatement




The
Original Leases are hereby amended and restated by this Lease without any
interruption and with all rights and obligations accruing prior to the date
hereof continuing after the date hereof under this Lease.




3.
            RENT;
      FMV LEASE




3.1
            Basic
      Rent; FMV Lease




(a)
            Lessee
      shall pay to Lessor Basic Rent for the Properties subject to this Lease
      equal to the sum of the Scheduled Basic Rent and the Additional Basic
      Rent.  Scheduled Basic Rent
      shall equal on each Rent Payment Date during the Basic Term the amounts
      for the periods shown in Schedule 4 hereto (which amounts shall be subject
      to adjustment pursuant to Article 4 hereof).  If for any reason
      a Property is terminated from this Lease pursuant to a Terminating Event,
      Scheduled Basic Rent on and after the date of such termination shall be
      (x) the Scheduled Basic Rent as in effect just prior to such termination
      less an amount calculated by multiplying (y) such Scheduled Basic Rent by
      a fraction (z) the numerator of which is the Lessor's Cost of such
      Property and the denominator of which is Assumed Lessor's
      Cost.




(b)
            The
      Scheduled Basic Rent amounts set forth on Schedule 4 hereto have been
      computed based on the assumption, inter alia, that the Lessee will elect
      to terminate this Lease (or exercise its option to sublease pursuant to
      Section 6.1(f)) with respect to certain Properties at the earliest dates
      and in the highest percentages permitted in accordance with Section 6.1(a)
      hereof.  Should the Lessee not so elect, or elect to terminate
      this Lease (or exercise its option to sublease pursuant to Section 6.1(f))
      with respect to some Properties but less than the maximum percentages set
      forth in such Section 6.1(a) on an Anniversary, then Basic Rent payable on
      each Rent Payment Date (which for this purpose means every date shown on
      Schedule 4 hereto after such Anniversary and for such period of time as
      there remain more Properties subject to this Lease (and not subject to a
      sublease pursuant to Section 6.1(f)) than the Lessee is permitted to
      terminate pursuant to Section 6.1(a)), including the Basic Rent due on the
      Rent Payment Date on which such Property is terminated, shall be increased
      by one twelfth of the Average Annual Rent Factor multiplied by the
      cumulative amount of Lessor's Cost of the Properties (or portion thereof)
      permitted by Section 6.1(a) of this Lease to be terminated (or so
      subleased) under this Lease as of such Rent Payment Date, but not then so
      terminated (or so subleased) (such increase being referred to as Additional Basic
      Rent).


2




(c)
            In the
      event Lessee is permitted under Section 6.1(a) of this Lease to terminate
      this Lease as to one or more Properties, but Lessee has not elected to do
      so, Lessee may, subject to the terms of Section 3.1(d), by notice to
      Lessor at least 180 days prior to any Anniversary, terminate such Property
      or Properties from this Lease (any Properties so terminated, the FMV Properties), in
      which event, effective as of such Anniversary, (i) the FMV Properties
      will be terminated from this Lease, (ii) a Termination Transferee,
      and Lessee shall enter into a FMV Lease with respect to such FMV
      Properties or, subject to Section 3.1(f), portions thereof, and
      (iii) the Basic Rent for each such FMV Property (or portion thereof)
      shall (from and after such Anniversary during the remainder of the Basic
      Term and any Renewal Term under the applicable FMV Lease) be equal to the
      Fair Market Rental Value of such FMV Property (or portion
      thereof).  Such notice may be revoked by the Lessee for any
      reason up to 60 days prior to such Anniversary.  Each FMV Lease
      shall be for a term selected by the Lessee which is not less than five,
      nor more than ten years, and at the end of such term may be terminated or
      renewed with rent calculations as described above in this
      paragraph.  FMV Properties shall be considered to have been
      terminated from this Lease for purposes of determining whether or not the
      Total Joint Maximum Cumulative Percentages set forth in Section 6.1(a)
      have been exceeded and for purposes of Section 3.1(a) and (b), it being
      understood that Properties with respect to which a termination notice has
      been so revoked shall not be considered to have been so terminated from
      this Lease for such purposes.   For the avoidance of doubt,
      the Basic Rent amounts payable on any Rent Payment Date shall not be
      reduced in connection with or as a result of any termination of one or
      more FMV Properties from this Lease.  At any time between 360
      days and 180 days before an Anniversary the Lessee may initiate the
      Appraisal Procedure to determine the Fair Market Rental Value for one or
      more Properties (or any portion thereof) to assist the Lessee in
      determining whether to enter into a FMV Lease with respect thereto and the
      Lessor and the Owner Participant shall cooperate with such
      request.




(d)
            If this
      Lease is terminated as to a Property pursuant to Section 3.1(c) at a time
      when the Security Documents are in effect and at a time when such Property
      shall be released from the Lien of the Security Documents in accordance
      with Section 11.01 of the Indenture or with the written consent of the
      Indenture Trustee, upon such termination, such Property shall be
      transferred by the Lessor to a Termination Transferee, in all cases at the
      cost and expense of the Owner Participant (but with Transfer and similar
      taxes being apportioned between Owner Participant and Lessee if the
      transfer is to the Recourse Guarantor or an Affiliate of the Recourse
      Guarantor with Lessee paying such portion of the Transfer and similar
      taxes as are determined by multiplying such taxes by a fraction, the
      numberator of which is the Lessor’s Cost of the portion of the FMV
      Property subject to the FMV Lease and the denominator of which is the
      total Lessor’s Cost of the FMV Property).  When an FMV Property
      is terminated from this Lease, so long as no Special Default or Lease
      Event of Default is continuing at the time of such termination, it shall
      become subject to a FMV Lease between a Termination Transferee and the
      Lessee.  The Lessee and, as a condition to such transfer, such
      Termination Transferee shall execute and deliver, subject to satisfaction
      of the conditions set forth in paragraph (e) below, an FMV Lease for each
      such FMV Property (or, subject to Section 3.1(f), a portion thereof
      selected by the Lessee) prior to the commencement of the FMV Lease
      Term.


3




(e)
            As a
      condition to a Termination Transferee entering into an FMV Lease, the
      Lessee shall deliver to such Termination Transferee (i) an opinion of an
      in-house counsel to Lessee regarding such FMV Lease of the same scope as
      that delivered on the Original Closing Date and (ii) an Officer's
      Certificate that no Lease Event of Default or Special Default is
      continuing.




(f)
            A
      portion of any Property (as opposed to such Property in its entirety) can
      only be included as a FMV Property if (i) such portion consists of one or
      more entire floors of the relevant Property and does not include any
      partial floors and (ii) the Security Documents are no longer in effect or
      the relevant Property shall from and after the date of the proposed FMV
      Lease be released from the Lien of the Security Documents in accordance
      with Section 11.01 of the Indenture or with the written consent of the
      Indenture Trustee.




(g)
            In the
      event that a FMV Lease with respect to a portion of a Property can not be
      entered into as a result of the failure of the conditions set forth in
      Section 3.1(f)(ii)  to be satisfied, this Lease will not be
      terminated with respect to such Property pursuant to Section 3.1(c) and
      the Lessee shall have the option to sublease the portion of such Property
      which the Lessee did not wish to lease pursuant to the proposed FMV Lease,
      to a Termination Transferee selected by the Lessor (which must either be
      the Recourse Guarantor or an entity guaranteed by the Recourse Guarantor)
      and the Lessor shall permit such sublease pursuant to an AFR
      Sublease.  Any portion of a Property subleased to a Termination
      Transferee pursuant to an AFR Sublease shall be considered to have been
      terminated from this Lease for purposes of determining whether or not the
      Total Joint Maximum Cumulative Percentages in Section 6.1(a) have been
      exceeded and for purposes of Section 3.1(a) and
  (b).




3.2
            Supplemental
      Rent




The
Lessee shall pay to the Lessor, or to whomever shall be entitled thereto as
expressly provided herein or in any other Operative Document to which the Lessee
is a party, any and all Supplemental Rent promptly as the same shall become due
and payable and in the event of any failure on the part of the Lessee timely to
pay any Supplemental Rent (taking into account any applicable notice and cure
period requirements), the Lessor shall have all of the same rights, powers and
remedies as are provided for herein or by law or in equity or otherwise in the
case of nonpayment of Basic Rent.  All Supplemental Rent to be paid
pursuant to this Section 3.2 shall be payable in the type of funds and in the
manner set forth in Section 3.3.  As further Supplemental Rent, Lessee
shall pay the Redemption Premium arising as the result of the prepayment of any
Secured Note pursuant to clauses (b), (c), (d) or (f) of Section 2.04 of the
Indenture, if any, when due and payable under the Security
Documents.




3.3
            Method
      of Payment




Basic
Rent and Supplemental Rent (to the extent payable to the Lessor) shall be paid
to the Lessor at the place in the United States specified by the
Lessor.  Payments to the Lessor shall be made to Lessor's Account at
US Bank, NA; ABA #: 091-000-022; A/C #: 173103321092; f/c: US
Bank  A/C # MAN4462; Ref: Nationsbank 1997 Series, which location may
be changed from time to time by at least ten (10) Business Days' prior written
notice from the Lessor; provided, that (x)
until the Lien of the Security Documents has been discharged in accordance with
Section 11.01 of the Indenture or the terms of the Maryland Security Documents,
as applicable, except as provided in the following clause (y), all Rent shall be
payable directly to the Indenture Trustee at such account in the United States
as specified in writing by the Indenture Trustee pursuant to the terms of the
Indenture and (y) Excepted Payments shall be payable directly to the Person
entitled thereto.  Each payment of Rent shall be made by the Lessee in
funds consisting of lawful currency of the United States of America which shall
be immediately available prior to 11:00 a.m. New York City time on the scheduled
date when such payment shall be due, unless such scheduled date shall not be a
Business Day, in which case such payment shall be made on the next succeeding
Business Day, with the same force and effect as though made on such scheduled
date and (provided such payment is made on such next succeeding Business Day) no
interest shall accrue on the amount of such payment from and after such
scheduled date to the time of such payment on such next succeeding Business
Day.


4




3.4
            Late
      Payment




If any
Rent shall not be paid when due, the Lessee shall pay to the Lessor (or, in the
case of Supplemental Rent, to whomever shall be entitled thereto) as
Supplemental Rent, interest (to the maximum extent permitted by law) on such
overdue amount from and including the due date thereof to but excluding the
Business Day of payment thereof (unless such payment shall be made after 11:00
a.m. New York City time, on such date of payment, in which case such date of
payment shall be included) at the Overdue Rate.  If any Rent shall be
paid on the date when due, but after 11:00 a.m. New York City time, interest
shall be payable as aforesaid for one day.




3.5
            Net
      Lease; No Setoff; Etc.




This
Lease is a net lease and, notwithstanding any other provision of this Lease or
any other Operative Document, it is intended that Basic Rent and Supplemental
Rent and any other amounts payable hereunder shall be paid without, and the
rights of the Lessor in and to all such amounts shall not be subject to,
counterclaim, setoff, deduction or defense and without abatement, suspension,
deferment, diminution or reduction, and the Lessee's obligation to pay all such
amounts, throughout the Basic Term and all applicable Renewal Terms, is absolute
and unconditional.  Except to the extent otherwise expressly specified
in Article IX of the Participation Agreement or in Sections 4.1, 19.1(c),
19.1(d), 19.1(e) or 19.1(f) or Article 6 or 14 of this Lease, the obligations
and liabilities of the Lessee hereunder shall in no way be released, discharged
or otherwise affected for any reason, including without limitation: (a) any
defect in the condition, merchantability, design, quality or fitness for use of
the Properties or any part thereof or any failure of the Properties to comply
with plans and specifications, or the failure of the Properties or any part
thereof or the plans and specifications to comply with all Applicable Laws and
Regulations, including any inability to occupy or use the Properties or any part
thereof by reason of such noncompliance; (b) any damage to, removal,
abandonment, salvage, loss, scrapping or destruction of or any requisition or
taking of the Properties or any part thereof or any environmental conditions on
the Properties including the presence of Hazardous Materials at, on or under the
Properties or any part thereof or any property in the vicinity of the
Properties; (c) any restriction, prevention or curtailment of or interference
with any use of the Properties or any part thereof including eviction; (d) any
defect in title to or rights to the Properties or any part thereof or any Lien
on such title or rights or on the Properties or any part thereof; (e) any
change, waiver, extension, indulgence or other action or omission or breach in
respect of any obligation or liability of or by the Lessor, the Owner
Participant, the Indenture Trustee or any other Person; (f) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like proceedings relating to the Lessee, the Lessor, the Owner
Participant, the Indenture Trustee or any other Person, or any action taken with
respect to this Lease by any trustee or receiver of the Lessee, the Lessor, the
Owner Participant, the Indenture Trustee or any other Person, or by any court,
in any such proceeding; (g) any claim that the Lessee has or might have against
any Person, including without limitation the Lessor, the Owner Participant, any
vendor, manufacturer, contractor of or for any Improvement or the Indenture
Trustee; (h) any failure on the part of the Lessor to perform or comply with any
of the terms of this Lease, any other Operative Document or of any other
agreement whether or not related to the Overall Transaction; (i) any invalidity
or unenforceability or disaffirmance of this Lease against or by the Lessee or
any provision hereof or any of the other Operative Documents or any provision of
any thereof; (j) the impossibility of performance by any one or more of the
Lessee, the Lessor, the Owner Participant, or any other Person; (k) any action
by any court, administrative agency or other Governmental Authority; (l) any
claim by any Person based upon a failure to record this Lease (or any memorandum
or short form agreement with respect to this Lease) or the Indenture or to file
precautionary financing statements with respect to the Lease in the State of
Maryland, including any termination or attempted termination of the Lessee's
rights to possession of any or all of the Properties located in such state in
connection with the assertion of such claim; or (m) any other occurrence
whatsoever, whether similar or dissimilar to the foregoing, whether or not the
Lessee shall have notice or knowledge of any of the foregoing.  Except
as specifically set forth in Article 6 or 14 of this Lease or Article IX of the
Participation Agreement, this Lease shall be noncancelable by the Lessee for any
reason whatsoever and, except as expressly provided in Section 4.1 or Article 6
or 14 of this Lease or Article IX of the Participation Agreement, the Lessee, to
the extent permitted by Applicable Laws and Regulations, waives all rights now
or hereinafter conferred by Applicable Laws and Regulations or otherwise to
quit, terminate or surrender this Lease, or to any diminution, abatement or
reduction of Rent payable by the Lessee hereunder.  If for any reason
whatsoever this Lease shall be terminated in whole or in part by operation of
law or otherwise except as expressly provided in Section 19.1(a), 19.1(c),
19.1(d), 19.1(e), 19.1(f) or Article 6 or 14 of this Lease or Article IX of the
Participation Agreement, the Lessee shall, unless prohibited by Applicable Laws
and Regulations, nonetheless pay to the Indenture Trustee (if the Security
Documents are still in effect or, if not, to the Lessor) (or, in the case of
Supplemental Rent, to whomever shall be entitled thereto) an amount equal to
each Rent payment at the time and in the manner that such payment would have
become due and payable under the terms of this Lease if it had not been
terminated in whole or in part, and in such case, so long as such payments are
made and no Lease Event of Default shall have occurred and be continuing, the
Lessor will deem this Lease to have remained in effect.


5




3.6
            Limitations
      on Rent




Notwithstanding
anything in this Lease to the contrary, (a) at each time when Stipulated Loss
Value is payable by the Lessee pursuant to this Lease, the sum of the following
amounts shall be at least sufficient to pay in full the aggregate unpaid
principal amount then due on the Outstanding Notes plus accrued interest and
Redemption Premium (arising as the result of the prepayment of any Secured Note
pursuant to clauses (b), (c), (d) or (f) of Section 2.04 of the Indenture), if
any, due thereon at such time:  (i) Stipulated Loss Value payable
under this Lease at such time, (ii) all Basic Rent accrued and payable under
this Lease at such time, and (iii) all other amounts unconditionally payable by
the Lessee under this Lease in connection with such payment of Stipulated Loss
Value on or prior to the date for payment thereof; and (b) at each time when
Basic Rent shall be payable by the Lessee pursuant to this Lease, the amount of
Basic Rent payable on each Rent Payment Date shall be equal to or greater than
the aggregate amount of principal and accrued interest which becomes due and
payable on the Notes on such Rent Payment Date; provided that
payments due from the Lessee shall not be increased by reason of this Section
3.6 as a result of a Lessor Lien, or as a result of any amendment or supplement
to the Operative Documents to which the Lessee did not consent.


6




3.7
            Florida
      Sales Tax on Rent.




Simultaneously
with each payment of Rent due hereunder with respect to any Property located in
the State of Florida, Lessee shall pay to Lessor all applicable Florida sales
tax and any local surtaxes due on such Rent payment, provided that so long as
there shall be in effect with respect to any such Property a certificate of
direct payment authority issued to Lessee by the Florida Department of Revenue,
Lessee shall instead self-accrue and remit all such sales tax and local surtaxes
due on Rent payments with respect to such Property directly to the Florida
Department of Revenue and shall simultaneously deliver to Lessor copies of all
documentation delivered to the Florida Department of Revenue with respect to
each such payment.  In the event of any non-payment of the taxes
required to be paid under this Section 3.7, Lessor shall have all the rights and
remedies provided for herein or at law in the case of non-payment of
Rent.




4.
            RECOMPUTATIONS




4.1
            Adjustments




The Basic
Rent amounts and Stipulated Loss Values are subject to adjustment in accordance
with Section 4.2 in the event of any issuance of Additional Notes pursuant to
Section 11.1(b) of the Participation Agreement.




4.2
            Methodology
      for Adjustments




In the
event Additional Notes are issued pursuant to Section 11.1 of the Participation
Agreement, (a) the Basic Rent scheduled to be due after such issuance shall
increase by the amount of the scheduled debt service due under such Additional
Notes and (b) Stipulated Loss Values shall increase on each Stipulated Loss
Value Date after such issuance by the amount of principal  scheduled
to be outstanding and the amount of interest scheduled to be accrued on such
Additional Notes on such Stipulated Loss Value Date after taking into account
any Basic Rent due on such Stipulated Loss Value Date.




4.3
            Supplements




The
Lessor and the Lessee shall execute and deliver a supplement to this Lease and,
if necessary, the Lessor shall execute and deliver a supplement to the Indenture
and the Maryland Security Documents, if applicable, to reflect each such
adjustment, provided that each
such adjustment shall be effective for all purposes of this Lease regardless of
whether either such supplement is actually executed and
delivered.


7




5.
            RENEWAL
      OPTIONS




5.1
            Renewal
      Options




So long
as no Special Default or Lease Event of Default shall have occurred and be
continuing at the time(s) the Lessee elects in writing to exercise its renewal
option(s) hereunder and at the commencement of the applicable Renewal Term, the
Lessor hereby grants to the Lessee an option to renew this Lease for one or more
Properties which remain subject to this Lease at the time of notice and at the
time of renewal (a) subject to the succeeding paragraph of this Section 5.1, for
up to three successive terms of five years each during which Basic Rent shall be
equal to the Fixed Rate Renewal Rent (each such renewal term being referred to
hereinafter as a Fixed Rate
Renewal Term) or (b) at the expiration of the Fixed Rate Renewal Terms
and any Fair Market Value Renewal Term for a term selected by the Lessee during
which Basic Rent shall be equal to the Fair Market Rental Value of the Property
or Properties which the Lessee elects to be renewed (each such renewal term
being referred to hereinafter as a Fair Market Value Renewal
Term; each of the Fixed Rate Renewal Terms and each of the Fair Market
Value Renewal Terms are referred to hereinafter as Renewal Terms); provided that
the Fair Market Value Renewal Terms shall be not less than five, nor more than
ten years and shall not exceed the useful life of the Improvements constituting
part of the Properties being renewed as determined by the Appraisal Procedure at
the time of the renewal.




Notwithstanding
the foregoing, Lessee may renew the Properties located at (i) 225 North Calvert
Street, Baltimore, (ii) 340 Columbia Pike, Arlington, (iii) 1111 East Main
Street, Richmond, (iv) 830 Central Avenue, St. Petersburg, (v) 12125 Veirs Mill
Road, Silver Springs, (vi) 2059 Northlake Parkway, Tucker, (vii) One Commercial
Place, Norfolk and (viii) Two Commercial Place, Norfolk (Properties described in
clauses (i)-(iv), the One Year
Properties; Properties described in clause (v) the Four Year Properties; and all
such Properties, the Wintergreen Properties) for
only two Fixed Rate Renewal Terms of five years each.  If the Lessee
desires to renew any One Year Property or any Wintergreen Property described in
clauses (vi)-(viii) at the end of the second Fixed Rate Renewal Term, it may
either (a) exercise its renewal option (as described in the prior paragraph) for
a Fair Market Renewal Term (except that, in the case of a One Year Property, the
Basic Rent during the first year of such Renewal Term shall be the Fixed Rate
Renewal Rent with respect to such Property and during the remaining years of
such Renewal Term shall be the Fair Market Rental Value as determined prior to
the commencement of such Renewal Term) or (b) elect (in its renewal notice) to
have such One Year Property or such Wintergreen Property, as applicable,
appraised by an Appraiser to make the determinations referred to below as to its
then expected remaining useful life and expected residual
value.  Following such appraisal the Lessee may renew this Lease for a
five year Renewal Term for such One Year Property or such Wintergreen Property,
as applicable.  The Basic Rent during such Renewal Term shall be the
Fixed Rate Renewal Rent for the Maximum Term, and for the balance of such
Renewal Term shall be the Fair Market Rental Value of such One Year Property or
such Wintergreen Property, as applicable, as determined prior to the
commencement of such Renewal Term.  Maximum Term for each of the
One Year Properties and for each of the Wintergreen Properties described in
clauses (vi)-(viii) means the lesser of five years and the period ending on the
date as of which such Appraiser determines that (A) the sum of the Basic Term,
the Fixed Rate Renewal Terms and such Maximum Term does not exceed eighty
percent of such Property's remaining economic useful life as of the Original
Closing Date, and (B) the expected residual value of such One Year Property or
such Wintergreen Property at the end of the Maximum Term is not less than 20
percent of the Lessor's Cost for such One Year Property or such Wintergreen
Property, determined without regard to the effects of inflation or deflation
from the Original Closing Date.  If the Lessee desires to renew any
Four Year Property at the end of the second Fixed Rate Renewal Term, it may
exercise its renewal option (as described in the prior paragraph) for a Renewal
Term of five years during which the Basic Rent for the first four years of the
Renewal Term shall be the Fixed Rate Renewal Rent and for the last year of the
Renewal Term shall be the Fair Market Rental Value for such period, determined
at the time of the renewal.  At the end of any such third Renewal Term
with respect to any Wintergreen Property the Lessee may exercise Fair Market
Renewal Terms as described in the prior paragraph.


8




If the
Lessor and the Lessee cannot agree on the amount of the Fair Market Rental
Value, such Fair Market Rental Value shall be determined by the Appraisal
Procedure.  The first Renewal Term for a Property shall commence at
the expiration of the Basic Term and each other Renewal Term for such Property
to commence at the expiration of the preceding Renewal Term; provided, however, that in
order to exercise such option to renew this Lease for any Renewal Term, the
Lessee shall give the Lessor written notice of its election to renew at least
360 days prior to the expiration of the Basic Term or the Renewal Term then in
effect, as the case may be, provided that such notice may be revoked by the
Lessee for any reason so long as the Lessor has no less than 270 days'
irrevocable notice of such revocation prior to the commencement of the new
Renewal Term.  The Lessee shall have no right to extend the Lease Term
except as provided in this Article 5.  During the Renewal Terms, Basic
Rent for the Properties shall be payable to the Lessor by the Lessee
semiannually, in advance, on the Rent Payment Dates.




5.2
            Lease
      Provisions Applicable




All the
provisions of this Lease shall be applicable during each Renewal Term, except
(a) the amount of each installment of Basic Rent which shall be determined as
provided in Section 5.1 hereof and (b) the Stipulated Loss Values for the
Properties shall for all Renewal Terms be equal to the Stipulated Loss Value for
such Properties on the last day of the Basic Term.




6.
            EARLY
      TERMINATION;




6.1
            Early
      Termination Options




(a)
            The
      Lessee, for any reason, in its sole discretion, on an Anniversary, or
      annually thereafter on any anniversary of an Anniversary, provided that at
      least 360 days' prior written notice is provided to the Lessor (provided
      that such notice may be revoked by the Lessee for any reason prior to the
      date which is 270 days before the relevant Anniversary or anniversary
      or  as permitted pursuant to Section 6.1(d)) may terminate this
      Lease in accordance with this Section 6.1 as to any entire Property or
      Properties, in each case, only if such Property or Properties are not
      subject to an Event of Loss or Event of Taking or any event which with the
      giving of notice or the lapse of time or both would constitute an Event of
      Loss or Event of Taking.  Except as otherwise provided herein,
      if the Lessee so elects to terminate this Lease, the Lessee shall vacate
      such Property (unless it becomes subject to a Partial Occupancy Lease or a
      FMV Lease) on or before the Anniversary or anniversary on which this Lease
      shall terminate with respect thereto and return such Property to Lessor in
      accordance with Article 12 of this Lease.  In the case of a
      termination relating to one or more of the Bank Branch Properties, if the
      Lessee so elects in the termination notice, the bank lobby space located
      in some or all of the Bank Branch Property or Bank Branch Properties to be
      terminated will then become subject to a Bank Branch Lease.  The
      sum of (i) the Lessor's Cost for such Property or Properties to be
      terminated pursuant to this Section 6.1(a) (and for the portion of any
      Property or Properties to be subleased pursuant to an AFR Sublease), plus (ii) the
      Lessor's Cost for any other Property or Properties previously so
      terminated pursuant to this Section 6.1(a) (and any portion of any
      Property or Properties previously subleased pursuant to an AFR Sublease
      and for any FMV Property or FMV Properties terminated pursuant to Section
      3.1(c)), plus
      (iii) $12,996,720 (which amount represents four percent (4%) of Total
      Original Lessor's Cost which will not be terminated pursuant to this
      Section 6.1(a) but was terminated pursuant to the Original Leases prior to
      the date hereof, less (iv) the
      Lessor's Cost for any portion of any Property or Properties leased to the
      Lessee pursuant to a Partial Occupancy Lease (but only for so long as such
      portion remains subject to a Partial Occupancy Lease), expressed as a
      percentage of Total Original Lessor's Cost, may not exceed the percentages
      of Total Original Lessor's Cost set forth in the table below, except as
      set forth in the next paragraph and except to the extent attributable to
      less than a single floor of a Property which is to be leased pursuant to a
      Partial Occupancy Lease or subleased pursuant to an AFR
      Sublease.  Consequently, and in all events (except to the extent
      attributable to less than a single floor of a Property), Properties
      representing a combined 46% of Total Original Lessor's Cost may not be
      terminated pursuant to the Original Leases or pursuant to this Section
      6.1(a) (excluding any portion of any Property leased to the Lessee
      pursuant to a Partial Occupancy Lease, so long as such portion remains
      subject to a Partial Occupancy Lease).  Any termination of
      Properties pursuant to this Section 6.1(a) shall not result in a reduction
      of Basic Rent.  The percentages referenced above are as
      follows:


9




Anniversary
                  
                  Total Joint
                    Maximum Cumulative
                    PercentagesJune 10,
      2004
                  
                  
                  21
                  %June
      10, 2009
                  
                  
                  38
                  %June
      10, 2015
                  
                  
                  54
                  %




(b)
              In
      addition to the termination option in paragraph (a) above (and subject to
      the terms thereof with respect to notice and that no Event of Loss or
      Event of Taking or event which with the passage of time or giving of
      notice would constitute an Event of Loss or Event of Taking, is then
      continuing), the Lessee (if the Lessee has not terminated the maximum
      Lessor's Cost pursuant to Section 6.1(a)) may, for any reason, in its sole
      discretion, in the same notice as referenced in Section 6.1(a), on each
      Anniversary, or annually thereafter on any anniversary of an Anniversary,
      terminate one entire Property (the Carryover Property) from
      this Lease if the sum of the Lessor's Cost of the Carryover Property plus
      the Lessor's Cost of Properties (excluding any portion of a Property
      leased to Lessee pursuant to a Partial Occupancy Lease, so long as such
      portion remains subject to a Partial Occupancy Lease) previously
      terminated pursuant to Section 6.1(a), plus the Lessor's Cost of any
      portion of a Property subleased pursuant to an AFR Sublease, plus the
      Lessor’s Cost of any FMV Properties previously terminated pursuant to
      Section 3.1(c), exceeds (such excess being referred to as the Cost Excess) the Total
      Joint Maximum Cumulative Percentage of Lessor's Cost which can otherwise
      be terminated pursuant to Section 6.1(a), but will not exceed such Total
      Joint Maximum Cumulative Percentage on the next Anniversary (it being
      agreed that the maximum terminations pursuant to Sections 6.1(a) and (b)
      hereof is 54% of Total Original Lessor's Cost).  No termination
      of Properties pursuant to this Section 6.1(b) shall result in a reduction
      of Basic Rent.  No more than one Carryover Property may be
      terminated pursuant to this paragraph (b) on an Anniversary or during the
      period until the next Anniversary.  In the termination notice
      the Lessee may elect to enter into a Bank Branch Lease in the Carryover
      Property if it is also a Bank Branch Property.On
      the date a Carryover Property is terminated from this Lease, Lessee shall
      vacate such Property on or before such date and the related Property shall
      be returned to the Lessor pursuant to Article 12 of this
      Lease.  There shall be no reduction in Basic Rent as a result of
      such termination and the Lessee shall continue to pay Basic Rent to the
      Lessor until the next Anniversary as if the maximum (but no more than the
      maximum) terminations had occurred pursuant to Section 6.1(a); provided
      that if such Carryover Property will be subject to a Bank Branch Lease
      during such period, the rent which would otherwise be due under such Bank
      Branch Lease during such period will be reduced by an amount equal to the
      Bank Branch Lease rent multiplied by a fraction, the numerator of which is
      the Cost Excess and the denominator of which is the Lessor's Cost of such
      Carryover Property.  The Lessor's Cost of a Carryover Property
      so terminated shall reduce the percentage of Lessor's Cost of Properties
      which the Lessee can terminate pursuant to Section 6.1(a) on or after the
      next Anniversary to the extent of the Cost Excess.  After a
      Carryover Property is so terminated, the Lessee shall continue to pay
      Basic Rent (as provided in the second sentence of this paragraph) but
      otherwise have no other obligations under this Lease (except for accrued
      obligations), any indemnities (except to the extent indemnities would
      otherwise survive a Lease termination) or otherwise with respect to the
      Carryover Property.




10




(c)
            Upon a
      Bank Branch Property being terminated from this Lease pursuant to Section
      6.1(a) or (b) and the Lessee having elected to enter into a Bank Branch
      Lease for the first floor space within such Bank Branch Property or, in
      the case of the Bank Branch Property located at 1111 East Main Street,
      Richmond, for the “A” level or plaza level space or, in the case of the
      Bank Branch Property located at 100 S. Charles Street, Baltimore, for the
      first or second level retail space, then being used by the Lessee as a
      retail bank or to support the operation of a retail bank, the Lessee and
      Termination Transferee (if any) shall, so long as no Special Default or
      Lease Event of Default has occurred and is continuing, enter into a Bank
      Branch Lease prior to such termination.  Notwithstanding the
      foregoing, in the case of a termination of a Bank Branch Property pursuant
      to Section 6.2 where the Lessor does not retain such Bank Branch Property,
      Lessor shall execute the Bank Branch Lease prior to such termination and
      assign to the purchaser under Section 6.2 the Lessor's rights and
      obligations under such Bank Branch Lease, which Bank Branch Lease shall
      specify (i) that after such assignment Lessor shall have no liability or
      obligations as a result of such Bank Branch Lease and (ii) that if such
      purchaser does not purchase as contemplated by Section 6.2, such Bank
      Branch Lease shall be deemed terminated in all respects. The rent under
      each Bank Branch Lease shall be the lower of (x) the Average Annual Rent
      Factor multiplied by the Lessor's Cost of such bank space (which Lessor's
      Cost of such bank space shall be determined by allocating the Lessor's
      Cost of the related Property pro rata based on Square Feet) and (y) the
      Fair Market Value Rent (taking into account the other terms of the Bank
      Branch Lease) of such bank space.  The initial term of each Bank
      Branch Lease shall be as selected by the Lessee, but shall not be less
      than three or more than ten years.




(d)
            The
      Lessee shall have the right, subject to Section 6.1(e), to make the
      termination of any Property pursuant to Section 6.1(a) subject to the
      condition that the following events must occur prior to or simultaneously
      with such termination: (i) the Security Documents shall cease to be in
      effect or the relevant Property shall from and after the next Anniversary
      be released from the Lien of the Security Documents and (ii) a Termination
      Transferee shall have entered into a Partial Occupancy Lease with the
      Lessee with respect to any portion of such Property identified by the
      Lessee in the notice referred to in Section 6.1(e)(i) as being subject to
      the proposed Partial Occupancy
Lease.


11




(e)
              The
      Lessee shall only be entitled to exercise its right to make its
      termination option with respect to any Property under Section 6.1(a)
      conditional pursuant to Section 6.1(d) if: (i) the Lessee shall notify the
      Lessor in writing between 540 and 270 days prior to an Anniversary that it
      intends to keep possession of a portion of such Property, which notice
      shall identify the portion of any Property which is to be subject to a
      Partial Occupancy Lease either by reference to the portion of such
      Property which the Lessee intends to retain possession of or by reference
      to the portion of such Property which the Lessee intends to vacate, (ii)
      the portion of such Property which is to be subject to a Partial Occupancy
      Lease shall consist of one or more entire floors of each relevant Property
      and does not include any partial floors, (iii) the Lessee shall pay for
      all reasonable costs of completing necessary Demising Work in such
      Property in accordance with Section 6.5, (iv) if the Termination
      Transferee to whom the Property subject to a Partial Occupancy Lease is
      transferred is the Owner Participant or an Affiliate of the Owner
      Participant, the Lessee shall pay such portion of the Transfer and similar
      taxes as are determined by multiplying such taxes by a fraction, the
      numerator of which is the Lessor’s Cost of the portion of the Property
      subject to the Partial Occupancy Lease and the denominator of which is the
      total Lessor’s Cost for the Property, and (v) after giving effect to
      all terminations then requested by the Lessee on such Anniversary, the
      Lessee would have terminated this Lease with respect to at least the Total
      Joint Maximum Cumulative Percentage of Total Original Lessor's Cost
      permitted for such Anniversary in Section 6.1(a), and provided that any
      portion of a Property leased to the Lessee pursuant to a Partial Occupancy
      Lease shall (so long as such portion remains subject to a Partial
      Occupancy Lease) be deemed to still be subject to this Lease for purposes
      of determining whether or not the Total Joint Maximum Cumulative
      Percentages in Section 6.1(a) have been exceeded and for purposes of
      Section 3.1(a) and (b).  The Lessor and the Owner Participant
      shall be obligated to notify the Lessee and the Indenture Trustee within
      60 days after receipt of the notice described in Section 6.1(e)(i) whether
      or not the Lessor and the Owner Participant expect to be able to satisfy
      the conditions set forth in Section 6.1(d).  The Lessor or the
      Owner Participant will promptly notify the Lessee and the Indenture
      Trustee if, at any time after the Lessor or the Owner Participant notified
      the Lessee and the Indenture Trustee pursuant to the preceding sentence
      that the Lessor and the Owner Participant expect to be able to satisfy the
      conditions set forth in Section 6.1(d), it becomes likely that the Lessor
      or the Owner Participant will not be able to satisfy such
      conditions.(f)
              In the
      event that the termination of any Property can not be completed as a
      result of the failure of the conditions set forth in Section 6.1(d) to be
      satisfied, the Lessee shall have the option to sublease the portion of
      such Property which was not identified by the Lessee as being subject to
      the proposed Partial Occupancy Lease in the notice referred to in Section
      6.1(e)(i), to a Termination Transferee selected by the Lessor (which must
      either be the Recourse Guarantor or an entity guaranteed by the Recourse
      Guarantor pursuant to a guaranty in form and substance reasonably
      acceptable to the Lessee) and the Lessor shall permit such sublease
      pursuant to an AFR Sublease.  Any portion of a Property
      subleased to a Termination Transferee pursuant to an AFR Sublease shall be
      considered terminated from this Lease for purposes of determining whether
      or not the Total Joint Maximum Cumulative Percentages in Section 6.1(a)
      have been exceeded and for purposes of Section 3.1(a) and
      (b).  If at any time any Property subject to an AFR Sublease is
      released from the Lien of the Security Documents, the relevant Termination
      Transferee and the Lessee shall promptly enter into a Partial Occupancy
      Lease relating to the portion of such Property that was not subject to an
      AFR Sublease and, upon execution of such Partial Occupancy Lease, (i) such
      AFR Sublease shall automatically terminate and (ii) this Lease shall
      automatically terminate with respect to such Property.  If the
      Termination Transferee to whom the Property subject to a Partial Occupancy
      Lease is transferred is the Recourse Guarantor or an Affiliate of the
      Recourse Guarantor, the Lessee shall pay such portion of the Transer and
      similar taxes as are determined by multiplying such taxes by a fraction,
      the numerator of which is the Lessor’s Cost of the portion of the Property
      subject to the Partial Occupancy Lease and the denominator of which is the
      total Lessor’s Cost for the
Property.




(g)
            For
      purposes of Section 6.1(a), the Lessor's Cost for any portion of any
      Property shall be determined by multiplying the Lessor's Cost for such
      Property in its entirety by a fraction, the numerator of which is the
      number of Square Feet included in such portion and the denominator of
      which is the total Square Feet of such
Property.


12




(h)
              If
      at any time after the Lessee notifies the Lessor of its desire to
      terminate the Lease with respect to a Property pursuant to Section 3.1(c)
      or 6.1(a) and to enter into a FMV Lease or a Partial Occupancy Lease, as
      applicable, with respect to a portion of such Property, the Lessor and
      Owner Participant will use all reasonable efforts to cause such Property
      to be released from the Lien of the Security Documents (it being
      understood that a Property can not be released from the Lien of the
      Security Document unless either the conditions of Section 11.01 of the
      Indenture are satisfied or the Indenture Trustee has consented in writing
      to such release).   If the Lessee has requested that this
      Lease be so terminated with respect to more than one Property pursuant to
      Section 3.1(c) or 6.1(a) and the Lessor and Owner Participant determine
      that they will be unable to cause all such Properties to be released from
      the Lien of the Security Documents, so that it will be necessary for one
      or more of such Properties to remain subject to the Lease and become
      subject to an AFR Sublease, the Lessor and Owner Participant shall use all
      reasonable efforts to cause the Property to be terminated from the Lease
      which minimizes the amount of Square Feet which will be subject to an AFR
      Sublease.6.2
              Obsolescence
      TerminationIn
      addition to the termination rights granted in Section 6.1 above, so long
      as no Special Default or Lease Event of Default has occurred and is
      continuing, the Lessee may, if it determines (as evidenced by a
      certificate of a Responsible Officer of the Lessee) one or more Properties
      is obsolete, surplus or uneconomic for its needs, on not less than 180
      days' prior written notice to the Lessor (a Notice
      of Termination), terminate this Lease as to any such Property or
      Properties on a Rent Payment Date after December 10, 2004 (the Termination
      Date).  The Notice of Termination may be revoked by the
      Lessee for any reason up to 30 days prior to the Termination Date (unless
      Lessor has previously given the notice contemplated in the next
      paragraph).  Upon such termination election, the Lessee shall
      use all reasonable efforts to sell the Properties (subject to any Bank
      Branch Leases for such Properties, if any, which the Lessee elects in such
      Notice of Termination for any Bank Branch Properties being so terminated,
      and subject to any Senior Subleases) for cash to the highest bidder
      unrelated to the Lessee on such Termination Date.  Lessor and
      Owner Participant may, but shall have no obligation to, attempt to locate
      a purchaser for such Property or Properties, provided that such attempts
      do not interfere with the Lessee's attempts to locate such a
      purchaser.  In the event such a buyer is found, the Lessee shall
      vacate such Properties (except for any bank lobby space subject to such a
      Bank Branch Lease) and the sale shall occur on the Termination Date and,
      subject to the last sentence in this paragraph, net sales proceeds shall
      be paid to the Lessor.  If the net sales proceeds received by
      the Lessor are less than the Stipulated Loss Value of such Properties on
      the Termination Date the Lessee shall pay to the Lessor on such
      Termination Date such shortfall and all other amounts then due, including
      any Supplemental Rent and Redemption Premium, if any, then
      due.  If no such buyer is found by such Termination Date, the
      Lessee may elect to either continue this Lease without any such
      termination (provided, however, the Lessee may not withdraw (pursuant to
      this sentence or the first sentence of this paragraph) more than 5
      termination notices in the aggregate and not more than one in any 18-month
      period, in each case for this Lease and any FMV Lease) or vacate such
      Property or Properties (it being understood that sublessees under Senior
      Subleases, and the Lessee as lessee under any such Bank Branch Lease, need
      not vacate) and pay to the Lessor the Stipulated Loss Value, the
      Redemption Premium and any other amounts then due for such Properties on
      such Termination Date and continue to attempt to find such a
      buyer.  When such a buyer is ultimately found, the net proceeds
      of such sale shall be remitted to the Lessee up to an amount equal to and
      in reimbursement of the Lessee's payment of Stipulated Loss Value, the
      Redemption Premium and any other amounts then due and any excess shall be
      paid as provided in the next sentence.  If the Lessee arranges
      for such a sale and has paid all Supplemental Rent and Redemption Premium,
      if any, then due and the net proceeds are in excess of Stipulated Loss
      Value, such excess proceeds shall be applied to reimburse the Lessee for
      the reasonable costs  incurred in connection with such sale and
      the balance shall be paid to the
Lessor.




13




Upon
      Lessee's payment of all amounts due under this Section 6.2, and the
      assumption by the purchaser of any Bank Branch Leases in the terminated
      Property(ies), Lessor shall, at Lessee's expense, execute such deeds and
      other instruments of transfer as Lessee may reasonably request to
      effectuate the transfer to such purchaser, which transfer shall be without
      recourse or warranty, except as to the absence of Lessor's
      Liens.In
      the event the Lessee elects to terminate this Lease with respect to a
      Property or Properties as provided in this Section 6.2, the Lessor may
      elect to retain such Properties (by notice given to Lessee no later than
      60 days after Lessor receives the Notice of Termination) and thereby
      relieve the Lessee from any obligation to pay Stipulated Loss Value (but
      the Lessee shall nonetheless pay any Redemption Premium, if any, and
      Supplemental Rent then due), provided that no such election shall be made
      unless the Lessor shall have deposited funds with the Indenture Trustee
      sufficient to pay the Allocable Portion of the Notes in full on the
      Termination Date.  This Lease will so terminate with respect to
      such Property or Properties whether or not such Allocable Portion is so
      paid.  Upon such termination the Lessor will transfer such
      Property or Properties to such other Person as it shall determine, but at
      the sole cost and expense of the Owner Participant, including as to
      transfer taxes.6.3
                  Effect
      of TerminationUpon
      compliance by the Lessee with the provisions of Section 6.2 with respect
      to termination of one or more Properties, the obligation of the Lessee to
      pay Basic Rent for the terminated Properties for any period after the
      Termination Date shall cease.  Upon compliance by Lessee with
      the provisions of Section 6.1 or 6.2 with respect to termination of one or
      more Properties, the Lease Term shall end for such Properties and the
      obligations of the Lessee hereunder with respect to such Properties (other
      than any such obligations expressly surviving termination of this Lease)
      shall terminate as of the date of termination.  In the event,
      for any reason, the purchaser fails to purchase a Property on the
      Termination Date, this Lease shall continue as to such Property, and the
      Lessee shall pay any costs incurred by Lessor, Owner Participant, the Pass
      Through Trustee or Indenture Trustee in connection therewith unless such
      failure resulted from a breach by a party of its obligations under the
      Operative Documents, in which case the Lessee shall not pay such party's
      costs.




6.4
              Adjustment
      of Termination PercentagesThe
      Total Joint Maximum Cumulative Percentages set forth in Section 6.1(a)
      shall not be reduced upon the termination of this Lease as to a Property
      unless such termination is pursuant to Section 6.2, 14.1 or 14.3 hereof or
      Section 9.1 of the Participation Agreement only in the case where the
      Lessee elects to purchase the Property or Section 9.3 of the Participation
      Agreement (a Terminating
      Event), in which case each Total Joint Maximum Cumulative
      Percentage in Section 6.1(a) for an Anniversary that has not yet occurred
      shall equal:




EP+((PA-EP)
X (1-(TP/((1-CT)-EP))))




EP
=           the Total
Joint Maximum Cumulative Percentage for the Anniversary that has most recently
occurred or, if no Anniversary has previously occurred, 0.04;




PA
=          the Total Joint
Maximum Cumulative Percentage being adjusted;


14




TP
=           the
percentage of Total Original Lessor's Cost represented by the Property being
terminated;




CT
=          the percentage of
Total Original Lessor's Cost represented by the cumulative
Properties  previously terminated from the Lease pursuant to a
Terminating Event, without regard of the Terminating Event giving rise to the
current Section 6.4 adjustment.




Each
variable should be expressed as a decimal when calculating the Total Joint
Maximum Cumulative Percentage and converted to a percentage after the
calculation.




For
example, if during the fourth and eighth years of the Original Leases,
Properties representing 40% and 10%, respectively, of total Lessor's Cost for
all Properties originally subject to the Original Leases were terminated from
the Original Leases (or this Lease, as the case may be) pursuant to a
Terminating Event, the Total Joint Maximum Cumulative Percentage table of
Section 6.1(a) would become as follows:




Anniversary
                                  
                                  4th Year
                                    Total Joint Maximum
                                    Cumulative Percentages1
                                  
                                  
                                  8th Year
                                    Total Joint Maximum
                                    Cumulative Percentages1June 10,
      2004
                                  
                                  
                                  13.9167
                                  %
                                  
                                  
                                  13.9167
                                  %June
      10, 2009
                                  
                                  
                                  23.8333
                                  %
                                  
                                  
                                  21.6814
                                  %June
      10, 2015
                                  
                                  
                                  33.1667
                                  %
                                  
                                  
                                  28.9895
                                  %




6.5
            Demising
      Work




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




(a)
            Lessee
      shall prepare and submit to Owner Participant for Owner Participant's
      approval a preliminary space plan (the Preliminary Space Plan)
      in connection with the proposed separation of the Leased Premises from the
      Surrendered Premises. Owner Participant's approval shall not be
      unreasonably withheld or delayed and shall be given or withheld, or Owner
      Participant shall advise Lessee whether Owner Participant requires
      additional information in order to evaluate Lessee's request, within ten
      (10) days following Lessee's delivery to Owner Participant of the
      Preliminary Space Plan.  If Owner Participant objects to the
      Preliminary Space Plan (or any revision thereof), Lessee shall deliver a
      revised Preliminary Space Plan to Owner Participant and the procedure will
      be repeated, if necessary, until a final space plan is
      approved.  The final approved space plan is hereinafter referred
      to as the Final Space
      Plan. Owner Participant and Lessee 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
      6.5(b)).





1
            Total
      Joint Maximum Cumulative Percentages are percentages of Lessor's Cost for
      all Properties originally subject to the
Lease.




15




(b)
            From
      the Final Space Plan, Lessee shall prepare and submit to Owner Participant
      for Owner Participant's approval (which approval shall not be unreasonably
      withheld or delayed, and which shall be given or withheld, or Owner
      Participant shall advise Lessee whether Owner Participant requires
      additional information in order to evaluate Lessee's request, within ten
      (10) days) following Lessee's delivery to Owner Participant of, one-eighth
      inch (1/8") architectural, mechanical, electrical, lighting, plumbing and
      (if reasonably requested by Owner Participant) 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 Owner Participant objects to the Preliminary Drawings (or any revision
      thereof), Lessee shall deliver revised Preliminary Drawings to Owner
      Participant 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)
            Lessee
      will cause the Demising Work to be constructed in substantial accordance
      with the Final Drawings. Owner Participant and the Lessor shall be deemed
      to have waived Lessee's performance of any Demising Work not shown on the
      Final Drawings except to the extent required to satisfy Applicable Laws.
      Owner Participant 's review of Space Plans and Drawings under Sections
      6.5(a) and (b) is for Owner Participant's purposes only, and not a
      representation or warranty that the work to be performed pursuant thereto
      meets all Applicable Laws.




(d)
            In
      connection with the Demising Work, Lessee 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 Lessee
      shall promptly obtain, if required, a permanent certificate of occupancy
      and all other approvals required of Lessee to use and occupy the Leased
      Premises.




(e)
            Lessee
      shall have the right to select the general contractor and subcontractors
      for the Demising Work, provided that Lessee shall not use a contractor or
      subcontractor as to which Owner Participant shall reasonably object within
      ten (10) days following Lessee's notice to Owner Participant of the
      identity of such contractor(s) and subcontractor(s) as Lessee 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. Owner Participant, Lessor and Lessee shall be commercially
      reasonable in agreeing to non-material reconfigurations of the boundaries
      of the Leased Premises to facilitate Lessee's construction of demising
      walls for the Leased Premises.




(g)
            All of
      the Demising Work shall be done in conformity with Applicable Laws and at
      Lessee's expense, including, without limitation, building permit fees,
      other fees, architectural and engineering expenses and other expenses
      relating thereto.  Lessee may request Owner Participant's review
      of Preliminary Space Plans or Preliminary Drawings before Lessee's
      notification to Owner Participant or Lessor of Lessee's election to remove
      Surrendered Premises from the Leased Premises to facilitate Lessee's
      understanding of the potential approximate costs associated
      therewith.




6.6
            Sublessee
      Options




If at the
time this Lease is to be terminated with respect to any Property pursuant to
Section 3.1 or Section 6.1 or at the time any portion of any Property is to be
subleased pursuant to an AFR Sublease, a sublessee of any portion of such
Property has the option to sublease from the Lessee additional space in such
Property at a fair market value rent (including by way of any right of first
refusal or similar right), the Lessor and Owner Participant agree, and will
cause any relevant Termination Transferee to agree, to honor the terms of such
option as if it was an option granted to such permitted sublessee by the Lessor,
Owner Participant or relevant Termination Transferee, as the case may
be.


16




7.
            CONDITION
      AND USE OF PROPERTIES




7.1
            Waivers




The
Properties are demised and let by the Lessor "AS IS" in their present condition,
subject to (a) the rights of any parties in possession thereof, (b) the state of
the title thereto existing at the time the Lessor acquired title to such
Properties, (c) any state of facts which an accurate survey or physical
inspection might show (including the surveys delivered on the Closing Date), (d)
all Applicable Laws and Regulations, (e) any violations of Applicable Laws and
Regulations which may exist at the commencement of the Lease Term and (f) the
presence or potential presence of any Hazardous Material at, on or under any
Properties or any property in the vicinity of the Properties.  The
Lessee has examined the Properties and has found the same to be satisfactory for
all purposes of this Lease (without waiving any rights Lessee may have against
any contractor, subcontractor or supplier).  NONE OF THE LESSOR
(EITHER IN ITS INDIVIDUAL OR TRUST CAPACITIES), THE OWNER PARTICIPANT, THE
INDENTURE TRUSTEE OR THE PASS THROUGH TRUSTEE (EITHER IN ITS INDIVIDUAL OR TRUST
CAPACITIES) HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER OR SHALL BE DEEMED TO HAVE ANY
LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY, MERCHANTABILITY, COMPLIANCE
WITH THE PLANS AND SPECIFICATIONS, CONDITION, DESIGN, OPERATION, OR FITNESS FOR
USE OF THE PROPERTIES (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTIES (OR ANY
PART THEREOF) AND NONE OF THE LESSOR (EITHER IN ITS INDIVIDUAL OR TRUST
CAPACITIES), THE OWNER PARTICIPANT, THE INDENTURE TRUSTEE OR THE PASS THROUGH
TRUSTEE (EITHER IN ITS INDIVIDUAL OR TRUST CAPACITIES) SHALL BE LIABLE FOR ANY
LATENT, HIDDEN, OR PATENT DEFECT THEREIN OR FOR THE FAILURE OF THE PROPERTIES TO
BE CONSTRUCTED IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS, THE COMPLIANCE
OF ITS PLANS AND SPECIFICATIONS WITH APPLICABLE LAWS AND REGULATIONS OR THE
FAILURE OF THE PROPERTIES, OR ANY PART THEREOF, OTHERWISE TO COMPLY WITH ANY
APPLICABLE LAWS AND REGULATIONS except that the Lessor hereby represents,
warrants and covenants that the Properties are and shall be free of Lessor
Liens.  It is agreed that the Lessee is fully familiar with the
Properties, has been afforded full opportunity to inspect the Properties, is
satisfied with the results of its inspections of the Properties for all purposes
of this Lease (without waiving any rights Lessee may have against any
contractor, subcontractor or supplier) and is entering into this Lease solely on
the basis of the results of its own inspections and all risks incident to the
matters discussed in the preceding sentence, as between the Lessor, the Owner
Participant, the Indenture Trustee or the Pass Through Trustee, on the one hand,
and the Lessee, on the other, are to be borne by the Lessee.  The
provisions of this Article 7 have been negotiated, and, except to the extent
otherwise expressly stated, the foregoing provisions are intended to be a
complete exclusion and negation of any representations or warranties by the
Lessor, the Owner Participant, the Indenture Trustee or the Pass Through
Trustee, express or implied, with respect to the Properties, that may arise
pursuant to any law now or hereafter in effect, or otherwise.


17




8.
            LIENS;
      TAXES




8.1
            Liens




The
Lessee shall not directly or indirectly create, incur, assume or suffer to exist
any Lien on or with respect to the Properties, this Lease or the leasehold
estate created hereby, any Basic Rent or Supplemental Rent, title thereto or any
interest therein, or the rentals payable with respect to any subletting of the
Properties, including all Liens which arise out of the possession, use,
occupancy, construction, repair or rebuilding of the Properties or by reason of
labor or materials furnished or claimed to have been furnished to the Lessee, or
any of its contractors or agents or by reason of the financing of any personalty
or equipment purchased or leased by the Lessee (from other than the Lessor, the
Owner Participant or any Termination Transferee) or Alterations constructed by
the Lessee and not financed by the Lessor, except in all cases Permitted
Liens.  The Lessee shall promptly, but not later than thirty (30) days
after notice thereof, at its own expense, take such action as may be necessary
duly to discharge or eliminate or bond in a manner reasonably satisfactory to
the Lessor any such Lien (other than Permitted Liens) if the same shall arise at
any time; provided, however, that the
Lessee shall not be required to so discharge or bond any such Lien while the
same is being contested in good faith by appropriate proceedings diligently
prosecuted so long as such proceedings shall not involve any material danger of
the sale, forfeiture or loss of, and shall not interfere with the use or
disposition of, any part of the Properties or title thereto or any interest
therein or the payment of Rent.




Nothing
contained in this Lease shall be construed as constituting the consent or
request of the Lessor, express or implied, to or for the performance by any
contractor, laborer, materialman, or vendor of any labor or services or for the
furnishing of any materials for any construction, alteration, addition, repair
or demolition of or to the Properties or any part thereof, which would result in
any liability of the Lessor for payment therefor.  Notice is hereby
given that the Lessor will not be liable for any labor, services or materials
furnished or to be furnished to the Lessee, or to anyone holding an interest in
the Properties or any part thereof through or under the Lessee, and that no
mechanic's or other Liens for any such labor, services or materials shall attach
to or affect the interest of the Lessor in and to the Properties.




With
respect to any Property located in the State of Florida, Lessor hereby NOTIFIES
ALL MECHANICS,  MATERIALMEN AND OTHER LIENORS THAT PURSUANT TO FLORIDA
STATUTES §713.10, ANY LIENS UNDER  FLORIDA STATUTES CH. 713 SHALL
EXTEND TO, AND ONLY TO, THE RIGHT, TITLE AND INTEREST OF THE PERSON WHO
CONTRACTS FOR THE IMPROVEMENT IN QUESTION AND THAT NEITHER THE INTEREST OF
LESSOR NOR ANY SUPERIOR INTEREST IN SUCH PROPERTY OR IN ANY OTHER PORTIONS OF
THE BUILDING AND LAND OF WHICH THE PROPERTY IS A PART SHALL BE SUBJECT TO LIENS
FOR ANY IMPROVEMENTS, SERVICES OR MATERIALS MADE BY, CONTRACTED FOR OR OTHERWISE
AUTHORIZED BY LESSEE OR BY ANY EMPLOYEE, CONTRACTOR OR AGENT OF
LESSEE.  Lessee agrees that prior to contracting for any improvements,
services or materials to be made in or delivered to any Property located in the
State of Florida, Lessee shall notify the contractor of the foregoing
provisions.  Lessee further agrees that upon request of Lessor, Lessee
shall execute a notice which sets forth the foregoing provisions, which notice
may be recorded by Lessor in the public records of the county where the
applicable Property is located.


18




8.2
            Taxes




(a)
            Subject
      to the provisions hereof relating to contests, Lessee shall pay and
      discharge, before any interest or penalties are due thereon, all of the
      following taxes, charges, assessments, levies and other items
      (collectively, “tax” or “taxes”), even if unforeseen or extraordinary,
      which are imposed or assessed during the Lease Term, regardless of whether
      payment thereof is due prior to, during or after the Lease Term: all taxes
      of every kind and nature (including, without limitation, real, ad valorem,
      personal property, and sales and use tax), on or with respect to the
      Properties (including, without limitation, any taxes assessed against
      Lessor’s fee estate in the Land or Improvements or against any real
      property other than the Properties which is included within the tax parcel
      which includes the Properties), the Basic Rent and Additional Basic Rent
      (including, without limitation, ad valorem taxes) payable hereunder, this
      Lease or the leasehold estate created hereby; all charges and/or
      assessments for any easement or agreement maintained for the benefit of
      the Properties; and all general and special assessments, levies, water and
      sewer assessments and other utility charges, use charges, impact fees and
      rents and all other public charges and/or taxes whether of a like or
      different nature.  Lessor and Owner Participant shall promptly
      deliver to Lessee any bill or invoice Lessor or Owner Participant receives
      with respect to any tax; provided, that
      the Lessor’s and Owner Participant’s failure to deliver any such bill or
      invoice shall not limit Lessee’s obligation to pay such
      tax.  Lessor and Owner Participant agree to cooperate with
      Lessee to enable Lessee to receive tax bills directly from the respective
      taxing authorities.  Nothing herein shall obligate Lessee to
      pay, and the term “taxes” shall exclude, federal, state or local
      (i) franchise, capital stock or similar taxes, if any, of Lessor or
      Owner Participant, (ii) income, excess profits or other taxes, if
      any, of Lessor or Owner Participant, determined on the basis of or
      measured by Lessor’s or Owner Participant’s net income, (iii) any
      estate, inheritance, succession, gift, capital levy or similar taxes of
      Lessor or Owner Participant, (iv) taxes imposed upon Lessor or Owner
      Participant under Section 59A of the Internal Revenue Code of 1986, as
      amended, or any similar state, local, foreign or successor provision,
      (v) any amounts paid by Lessor or Owner Participant pursuant to the
      Federal Insurance Contribution Act (commonly referred to as FICA), the
      Federal Unemployment Tax Act (commonly referred to as FUTA), or any
      analogous state unemployment tax act, or any other payroll related taxes,
      including, but not limited to, any required withholdings relating to
      wages, (vi) except as provided in Section 6 and Section 14
      herein, any taxes in connection with the transfer or other disposition of
      any interest, other than Lessee’s (or any person claiming under Lessee),
      in the Properties or this Lease, to any person or entity, including, but
      not limited to, any transfer, capital gains, sales, gross receipts, value
      added, income, stamp, real property gains or withholding tax, and
      (vii) any interest, penalties, professional fees or other charges
      relating to any item listed in clauses (i) through (vi) above; provided, further, that
      Lessee is not responsible for making any additional payments in excess of
      amounts which would have otherwise been due, as tax or otherwise, but for
      a withholding requirement which relates to the particular payment and such
      withholding is in respect to or in lieu of a tax which Lessee is not
      obligated to pay; and provided, further, that
      if at any time during the Lease Term, the method of taxation shall be such
      that there shall be assessed, levied, charged or imposed on Lessor a tax
      upon the value of the Properties or any present or future Improvement or
      Improvements on the Properties, including any tax which uses rents
      received from Lessee as a means to derive value of the property subject to
      such tax, then all such levies and taxes or the part thereof so measured
      or based shall be payable by Lessee, but only to the extent that such
      levies or taxes would be payable if the Properties were the only property
      of Lessor and/or Owner Participant, and Lessee shall pay and discharge the
      same as herein provided.  In the event that any assessment
      against the Properties is payable in installments, Lessee may pay such
      assessment in installments; and in such event, Lessee shall be liable only
      for those installments which become due and payable prior to or during the
      Lease Term, or which are appropriately allocated to the Lease Term even if
      due and payable after the Lease Term.  Lessee shall deliver, or
      cause to be delivered, to Lessor, Owner Participant and Indenture Trustee,
      promptly upon Lessor’s, Owner Participant’s or Indenture Trustee’s written
      request, evidence satisfactory to Lessor, Owner Participant and Indenture
      Trustee that the taxes required to be paid pursuant to this
      Section 8.2 have been so paid and are not then
      delinquent.


19




(b)
            Lessee,
      at its own cost and expense, may contest (including seeking an abatement
      or reduction of)  any taxes agreed to be paid hereunder; provided, that
      (i) Lessee first shall satisfy any Applicable Laws, including, if
      required, that the taxes be paid in full before being contested or, if not
      required to be paid in full, such contest shall suspend the collection of
      such taxes, (ii) no Lease Event of Default has occurred and is
      continuing and no Lease Event of Default shall occur as a result of such
      contest and (iii) failing to pay such taxes will not subject Lessor,
      Owner Participant or Indenture Trustee to criminal or civil penalties or
      fines or to prosecution for a crime, or result in the sale, forfeiture,
      termination, cancellation or loss of any portion of the Properties or any
      interest therein, any Basic Rent or any Additional Basic
      Rent.  Lessee agrees that each such contest shall be promptly
      and diligently prosecuted to a final conclusion.  Lessee shall
      pay and shall indemnify, defend and hold Lessor, Owner Participant and
      Indenture Trustee and all other Indemnitees harmless against any and all
      losses, judgments, decrees and costs (including, without limitation, all
      reasonable attorneys’ fees and expenses) in connection with any such
      contest and shall promptly, after the final determination of such contest,
      fully pay and discharge the amounts which shall be levied, assessed,
      charged or imposed or be determined to be payable therein or in connection
      therewith, together with all penalties, fines, interest, costs and
      expenses thereof or in connection therewith, and perform all acts the
      performance of which shall be ordered or decreed as a result
      thereof.  At Lessee’s sole cost,  Lessor and Owner
      Participant shall assist Lessee as reasonably necessary  with
      respect to any such contest, including joining in and signing applications
      or pleadings.  Any rebate applicable to any portion of the Lease
      Term shall belong to Lessee.  If at the time of any such contest
      a Lease Event of Default has occurred and is continuing, then Lessee shall
      post a bond or other security with and acceptable to Lessor and Indenture
      Trustee in their discretion in an amount equal to one hundred twenty-five
      percent (125%) of the amount being
contested.




(c)
            In the
      event that Lessee shall be required pursuant to this Section 8.2 to pay,
      discharge or provide indemnity for, or make any other payment with respect
      to, any tax for which Lessee would not be obligated pursuant to Section
      8.2(b) of the Participation Agreement, Owner Participant shall, on demand,
      reimburse and indemnify Lessee for any amount so paid or incurred by
      Lessee.


20




9.
            MAINTENANCE
      AND REPAIR; ALTERATIONS, MODIFICATIONS AND
  ADDITIONS




9.1
            Maintenance
      and Repair




The
Lessee, at its own expense, shall at all times (unless subject to an Event of
Loss or an Event of Taking) (a) maintain the Properties in good order, repair
and condition, ordinary wear and tear excepted, and to no less a standard than
Lessee utilizes for other comparable properties owned or leased by it, (b)
except to the extent Section 9.4 shall apply, maintain the Properties, and make
all necessary repairs and Alterations to maintain the Properties, in accordance
with all Applicable Laws and Regulations, and (c) comply with the standards
imposed by any insurance policies required to be maintained hereunder which are
in effect at any time with respect to the Properties or any part thereof, and
shall take the preceding actions whether interior or exterior, structural or
nonstructural, ordinary or extraordinary and foreseen or unforeseen whether or
not such expenditures would constitute capital expenditures under GAAP if made
by the owner of such property.  The Lessee waives any right that it
may now have or hereafter acquire to require the Lessor to (i) maintain, repair,
replace, alter, remove or rebuild all or any part of the Properties or (ii) make
repairs and Alterations (whether or not at the expense of the Lessor) pursuant
to any Applicable Laws and Regulations or otherwise.  The Lessee, at
its own cost and expense, shall promptly replace or cause to be replaced all
parts of the Improvements which may from time to time fail to function properly
or become worn out, lost, stolen, destroyed, seized or confiscated, subject to a
Condemnation, damaged beyond repair or permanently rendered unfit for use for
any reason whatsoever; provided, however, that the
Lessee shall not be obligated to replace any part if (a) such part has become
unnecessary or obsolete and its replacement is not necessary or customary for
the proper functioning of the Improvements and (b) the failure to replace such
part will not reduce (other than to a de minimis extent) the
remaining useful life, fair market value or residual value of the Improvements,
in each case assuming that the Improvements are then being operated and
maintained in accordance with this Article 9.  In addition, the Lessee
may, at its own cost and expense, remove in the ordinary course of maintenance,
service, repair, overhaul or testing, any such parts, whether or not functioning
properly, worn out, destroyed, seized, confiscated, damaged beyond repair or
permanently rendered unfit for use, provided that the
Lessee will, at its own cost and expense, replace such parts as promptly as
practicable and in accordance with the standards set forth in this Section
9.1.  All replacement parts (hereinafter referred to as Replacement Parts) shall be
free and clear of all Liens (except for Permitted Liens and except in the case
of replacement parts temporarily installed on an emergency basis) and shall be
in as good operating condition as, and shall have a value, useful life and
utility at least equal to, the parts replaced, assuming such replaced parts were
in the condition and repair required to be maintained by the terms
hereof.  Immediately upon any Replacement Part becoming incorporated
or installed in or attached to any part of the Improvements as above provided,
without further act (subject only to Permitted Liens and except in the case of
replacement property temporarily installed on an emergency basis), (i) legal
title to such Replacement Part shall there upon vest in the Lessor and shall
become subject to this Lease, (ii) such Replacement Part shall be deemed part of
the Improvements for all purposes hereof to the same extent as the parts
originally incorporated or installed in or attached to the Improvements, and
(iii) title to the replaced part shall thereupon vest in the Lessee free and
clear of all rights of the Lessor, and shall no longer be deemed part of the
Improvements.




9.2
            Alterations




(a)
                (i)The Lessee may, without the consent of the Lessor, and without
      complying with the requirements of paragraph (b) of this Section 9.2, at
      the Lessee's own cost and expense, make Alterations to any Properties, so
      long as such Alterations (i) do not reduce the value, residual value and
      remaining useful life of such Property except to a de minimis extent
      (which for this purpose only shall mean a decrease in current market value
      or future residual value as of the applicable date for such Property shown
      on Schedule 3 of less than the lesser of $500,000 or 1% (in the aggregate
      for purposes of this Lease) of the then Fair Market Sales Value of such
      Property or a decrease of less than 2% in remaining useful life), (ii) do
      not cause such Property to become "limited use" property as defined in
      Rev. Proc. 2001-28, as amended, and (iii) do not change the use of such
      Property to a use other than a Permitted
Use.




21




(ii)
            The
      Lessee will give the Lessor advance written notice of any structural
      changes to a Property if the cost thereof is expected to exceed the lesser
      of $1,000,000 and 10% (in the aggregate for purposes of this Lease) of the
      Lessor's  Cost of such
Property.




(iii)
            So long
      as no Special Default or Lease Event of Default has occurred and is
      continuing, the Lessee may remove any Severable Alteration not required by
      this Lease or Applicable Laws and Regulations at any time during or upon
      expiration of the Lease Term; provided, that the Lessee, at its cost and
      expense, shall restore the affected Properties to substantially the same
      condition as existed prior to any such
  Alteration.




(iv)
            If the
      Lessee shall make or cause to be made any Alterations, it shall do so in a
      good, substantial and workmanlike manner and in compliance with all
      Applicable Laws and Regulations and free of all Liens other than Permitted
      Liens.  Whenever the Lessee is required to perform any
      Alterations upon the Properties, the Lessee shall promptly commence the
      Alterations and, once commenced, diligently and continually pursue the
      completion of such Alterations within a reasonable time.  If any
      Alterations are made following a Casualty, a Condemnation or an Event of
      Loss where this Lease continues, any Net Proceeds shall be disbursed
      pursuant to Section 14.2.




(b)
              Notwithstanding
      the foregoing, the Lessee may decide in its sole discretion to construct
      additions which may be substantial (the Additions) to a Property
      which Additions will remain owned by the Lessee or its designees so long
      as (i) such Additions do not reduce the current market value of such
      Property, future residual value for such Property or remaining useful life
      of such Property; provided that in the case of a Property located in (A)
      College Park, Georgia, (B) Triad Center, Greensboro, North Carolina, and
      (C) 8011 Villa Park, Richmond, Virginia (the Improved Properties),
      such Additions may reduce, but by no more than a de minimis amount
      (which for these purposes shall not exceed the lesser of $1,000,000 and
      10% (in the aggregate for purposes of this Lease) of the Lessor's Cost of
      such Improved Property), the value or residual value of such Improved
      Property, (ii) the cross-easements referenced in the penultimate sentence
      of this paragraph are permitted by Applicable Laws and Regulations, (iii)
      such Property has available to it the number of parking spaces equal to
      the greater of (x) those required by Applicable Laws and Regulations and
      (y) those that maintain the same ratio of Square Feet in such Property to
      parking spaces available to such Property after such Additions as existed
      before such Addition, (iv) there are no unindemnified tax consequences to
      the Owner Participant, (v) no Special Default or Lease Event of Default is
      continuing when construction of such Addition is commenced and (vi) the
      Lessee shall comply with Section 9.2(a)(iv).  Notwithstanding
      the foregoing, no such Additions shall be constructed if such construction
      or any related events may result in material adverse tax consequences to
      the Owner Participant (regardless of whether the Owner Participant is
      indemnified for such adverse consequences) unless (A) the Lessee satisfies
      the Rating Test and (B) Owner Participant receives an opinion from counsel
      selected by the Lessee and reasonably acceptable to the Owner Participant,
      that there is at least "more likely than not" authority for the federal
      income tax position which the Lessee requests the Owner Participant to
      assume.  Subject to the foregoing, Lessor agrees, at the
      Lessee's expense, to enter into appropriate cross-easements with respect
      to any such Addition and its related Improvements so that both properties
      can be effectively and efficiently utilized; provided, however, that
      any Addition constructed by Lessee pursuant to this paragraph (b) shall
      contain heating, ventilating, cooling and life safety facilities and
      equipment separate and distinct from the Improvements, and shall not
      interfere with or overburden any sewer, water, natural gas, electric,
      telephone and other utilities serving the Improvements.  The use
      and operation of such Addition shall not unreasonably interfere with the
      use and operation of the Property (except to the extent the Improvements
      and the Addition share equipment, facilities and parking areas pursuant to
      appropriate cross-easements) and shall not materially increase the cost of
      the use and operation of the
Improvements.


22




(c)
            If the
      Lessee is prevented from constructing an Addition  or Alteration
      to a Property as a result of the operation of Section 9.2(d)(z) or the
      proviso which follows Section 9.2(d)(z), the Lessee may exercise its
      rights set forth in clause (iii) of the first sentence of Section 9.3 of
      the Participation Agreement if within 90 days after the Lessee has Actual
      Knowledge that it has been so prevented it sends written notice to the
      Lessor, the Owner Participant and the Indenture Trustee exercising such
      right and specifying the date of purchase pursuant to such clause (iii);
      provided however, that the Lessee may not purchase such Property under
      such clause (iii) if (1) within 15 days of the date of Lessee's written
      notice of such exercise the Indenture Trustee and the Lessor each waive
      the requirements set forth in Section 9.2(d)(z) and the proviso that
      follows Section 9.2(d)(z) and, as a result, permit the Alteration or
      Addition to be constructed on such Property or (2) within 15 days of the
      date of Lessee's written notice of such exercise, the Lessor or Owner
      Participant elects  to prepay the Allocable Portion of the Notes
      relating to such Property (and pay any related Redemption Premium pursuant
      to the Indenture it being agreed that such Redemption Premium shall be
      paid by the Lessee on the date specified in such election by the Lessee
      for the purchase of such Property), whereupon the Lessee may proceed to
      construct such Alteration or Addition, and such Property shall remain
      subject to this Lease and the Security Documents; provided that the Owner
      Participant or the Lessor may not so elect unless the Lessor or the Owner
      Participant shall have deposited with the Indenture Trustee funds
      sufficient to pay such Allocable Portion of the Notes and Redemption
      Premium in full on such date.  There shall be no reduction of
      Basic Rent as a result of the prepayment contemplated in clause (2) of the
      immediately preceding proviso.




(d)
            In the
      event an Addition or an Alteration would result in a decrease in value
      and/or residual value of a Property such that they would not be permitted
      pursuant to Section 9.2(a) or (b), the Lessee may nonetheless make such
      Addition or Alteration if (x) the other requirements of such Section
      9.2(a) or (b) are satisfied, (y) the Lessee pays to the Lessor the present
      value of the amount of such diminution in residual value, discounted at
      10.769% per annum, but grossed up so that the Owner Participant is whole
      on an After-Tax Basis and (z) the loan to value ratio for such Property
      does not increase above 90% when such Alteration or Addition is completed
      as determined before construction of such Addition or Alteration has
      commenced by comparing the Allocable Portion of the Notes for such
      Property to the expected Fair Market Sales Value of such Property after
      such Addition or Alteration, as determined by the Appraisal Procedure;
      provided that if at the time of the commencement of such Appraisal
      Procedure the Lessee making such Addition or Alteration does not satisfy
      the Rating Test then, if Notes are outstanding, no Addition or Alteration
      which decreases the value and/or residual value of a Property may be made;
      provided further that the preceding clause (z) and the preceding proviso
      shall only apply so long as the Notes originally issued under the
      Indenture remain outstanding and shall not apply during any period during
      which the maturity of such Notes has been extended for any
      reason.  For the purpose of calculating the residual value
      pursuant to clause (x) above, each Property will be assumed to be
      terminated from this Lease on the date set forth in Schedule 2 or, if such
      calculation is being made following such date, on the next Anniversary on
      which such Property could be so terminated.  The Lessee may not
      make such Additions or Alterations with respect to a Property if the
      aggregate payments made and to be made pursuant to this paragraph (before
      gross-up) will exceed 25% of the  Lessor's Cost of such Property
      (as inflated in the same proportion that by CPI has increased from the
      month of June, 1997 to the most recent date prior to such payment as of
      which CPI has been published).


23




(e)
            The
      Lessee shall make such Alterations to the Properties as may be required
      from time to time (i) to comply with all Applicable Laws and Regulations
      (subject to the contest rights set forth in Section 9.4) and with Section
      9.1 and (ii) following a Casualty, Condemnation or Event of Loss (in any
      instance where the provisions of Section 14.1(ii) shall apply), to restore
      the Improvements to their respective condition prior to a Casualty or
      Condemnation, and will maintain such Alterations as provided in Section
      9.1 hereof; provided that in the case of a Condemnation, the Lessee's
      obligation will be to restore the Improvements to such condition as close
      as possible under the circumstances to the condition prior to such
      Condemnation.




9.3
            Title
      to Alterations




Title to
all Alterations shall without further act vest in the Lessor and shall be deemed
to constitute a part of the related Property and be subject to this Lease in the
following cases:




(a)
            such
      Alteration shall be in replacement of or in substitution for a portion of
      the Improvements;




(b)
            such
      Alteration shall be required to be made pursuant to the terms of Sections
      9.1 or 9.2(e) hereof;




(c)
            such
      Alteration shall be Nonseverable;




(d)
            such
      Alteration shall be financed by or through the Lessor in accordance with
      Article XI of the Participation Agreement or otherwise;
  or




(e)
            such
      Alteration shall be Severable and is not removed by the Lessee upon the
      end of the Lease Term for the related
Property.




The
Lessee shall, at the Lessor's request, execute and deliver any deeds or
assignments reasonably necessary to evidence the vesting of such title in and to
such Alterations in the Lessor.  If such Alteration is not within any
of the categories set forth in clauses (a) through (e) of this Section 9.3, then
title to such Alteration shall vest in the Lessee or its designee.




9.4
            Permitted
      Contests




If, to
the extent and for so long as (a) a test, challenge, appeal or proceeding for
review of any Applicable Laws and Regulations relating to the use, operation or
maintenance of the Properties or any Alterations to the Properties shall be
prosecuted diligently and in good faith by the Lessee or (b) compliance with any
Applicable Laws and Regulations shall have been excused or exempted by a valid
nonconforming use permit, waiver, extension or forbearance, the Lessee shall not
be required to comply with such Applicable Laws and Regulations as provided in
this Article 9 or elsewhere in this Lease but only if and so long as no Special
Default or Lease Event of Default shall have occurred and be continuing and such
test, challenge, appeal, proceeding or noncompliance shall not involve (i) a
material risk of foreclosure, sale, forfeiture or loss of any part of the
Properties, (ii) a material risk of extending the ultimate imposition of such
Applicable Laws and Regulations beyond the expiration of the related Property's
Basic Term or then current Renewal Term, as the case may be, (iii) any risk of
any criminal liability being imposed on the Lessor, the Owner Participant, the
Indenture Trustee or the Pass Through Trustee, (iv) a material risk of any
governmental or judicial action which might adversely affect the Lien of the
Security Documents, or Lessor's ownership interests in the Properties or the
value or utility of the Properties  unless stayed during the pendency
of any such test, challenge, appeal, proceeding or noncompliance, or (v) any
material risk of material loss of enjoyment of, or material interference with,
the use, possession or disposition of the Properties.  Notwithstanding
the foregoing, the Properties must be in compliance with Applicable Laws and
Regulations at the time of any return of such Property to Lessor pursuant to
Article 12 hereof.


24




The
Lessor will not be required to join in any proceedings pursuant to this Section
9.4 unless a provision of any Applicable Laws and Regulations requires, or in
the good faith opinion of the Lessee, it is helpful to the Lessee that such
proceedings be brought by or in the name of Lessor.  In any such
event, the Lessor will join in the proceedings or permit them to be brought in
its name if the Lessee pays all related reasonable expenses.  Lessor,
at the cost and expense of Lessee, shall use reasonable good faith efforts to
cooperate with Lessee in any such contest.




9.5
            Environmental
      Compliance




Lessee
shall:




(a)
            maintain
      the Properties in compliance with all applicable Environmental
      Laws;




(b)
            not
      cause or permit the manufacture, use, generation, transportation,
      treatment, storage, Release, or handling of any Hazardous Material at the
      Properties in violation of Environmental
Law;




(c)
            cause
      its sublessees and/or its or their respective agents, employees,
      contractors and invitees to comply with all applicable Environmental Laws
      with respect to the Properties;




(d)
            within
      ten (10) Business Days of learning of any Environmental Claim in
      connection with the Properties, notify the Lessor in writing thereof and
      provide the Lessor any reasonably requested documents related thereto;
      and




(e)
            upon
      the Lessor's request, promptly provide or otherwise make available to the
      Lessor any records concerning the Properties which are required to be
      maintained under any Environmental Law and which the Lessee then possesses
      or can reasonably obtain.




10.
            USE
      AND LOCATION




10.1
            Location




The
Lessee shall not remove, or permit to be removed, the Improvements or any part
thereof from the Properties without the prior written consent of the Lessor,
except that, subject to Article 12 hereof, the Lessee or any other Person may
remove (a) in accordance with the provisions of Section 9.3, any Alteration with
respect to which title has passed to or remained with the Lessee pursuant to
such Section 9.3, (b) any Improvements if title to such Improvements shall have
passed to the Lessee, (c) any part of the Improvements on a temporary basis for
the purpose of repair or maintenance thereof, (d) any part of the Improvement
which has been replaced by another part which has become subject to this Lease
and the Lien of the Security Documents or (e) any part of the Improvement which
has become obsolete to the Lessee, whereupon such obsolete part shall cease to
be subject to this Lease and the Lien of the Security Documents; provided that in the
case of this clause (e) (i) the aggregate value of all such removed parts not
given to Lessor shall not exceed $5,000,000 (in the aggregate for purposes of
this Lease, (ii)  the Lessee will cause such removal to be performed
diligently, in good faith and in a good and workmanlike manner and in compliance
with all Applicable Laws and Regulations, and will promptly and fully repair all
damage to the Properties caused by such removal and (iii) the Lessee shall have
made such Alterations or adjustments to the Properties as are necessary to
assure that the functions served by any such removed parts shall continue to be
provided by other parts of the Properties.


25




10.2
            Use




The
Lessee may use and occupy the Properties for any Permitted Uses. Permitted Uses shall mean any
lawful purposes except that no use may be made (whether by the Lessee or any
assignee or sublessee of the Lessee or otherwise) which: (a) is a public or
private nuisance or which violates any Applicable Laws and Regulations upon or
in any Property or any portion thereof, (b) would void any certificate of
occupancy required for a Property, (c) involves the mining or removal of any
oil, gas or minerals, (d) results in any violation of any Environmental Law that
results in any Environmental Claims from which any material Environmental
Damages become due and owing, or otherwise in any manner involves any Release of
Hazardous Materials into the environment except in compliance with all
applicable Environmental Laws and Governmental Actions issued pursuant to
Environmental Laws or that makes it impossible to obtain, or results in the
cancellation of or breach of any representation or restriction under the
policies of insurance required by Articles 11 hereof; (e) is selling, renting or
exhibiting pornographic material or other sexually explicit material (except as
part of a magazine store customary for office buildings); or (f) is a massage
parlor.  Without limiting the foregoing, Lessee shall not permit the
handling, processing, storage or disposal of Hazardous Materials on or at the
Properties except to the extent incidental to or required for the conduct of a
Permitted Use or a permitted Alteration, and then only in compliance with all
applicable Environmental Laws.




11.
            INSURANCE




11.1
            Coverage




Subject
to the Lessee's rights of self-insurance set forth in this Section 11.1, the
Lessee shall maintain:




(a)
            standard
      all-risk property insurance covering the Improvements in an amount at
      least equal to the replacement cost of the Improvements, but not less than
      the outstanding principal balance of the
Notes;




(b)
            "boiler
      and machinery" insurance with respect to damage (not insured against
      pursuant to Section 11.1(a) hereof) to the boilers, pressure vessels or
      similar apparatus located on the Properties for risks normally insured
      against under boiler and machinery
policies;




(c)
            commercial
      general liability insurance including broad form contractual liability
      coverage with minimum combined single limits of $2,000,000 (except when
      the Security Documents shall no longer be in effect said limit shall be
      $1,000,000) for injury to or death of one or more Persons or damage to or
      destruction of property in any one
occurrence;


26




(d)
            umbrella/excess
      liability insurance over the insurance required by subsection (c) with
      combined minimum coverage of $5,000,000 written on an occurrence form
      coverage basis;




(e)
            statutory
      workers' compensation insurance or qualified
    self-insurance;




(f)
            flood
      insurance with respect to those portions of the Properties that are
      located in areas identified by the Federal Emergency Management Agency as
      having special hazards; and




(g)
            builder's
      risk coverage during construction.




The
insurance required to be maintained pursuant to this Lease shall be no less
favorable than that maintained on the Lessee's other properties and shall be
written by companies of reputable standing.




Any of
the foregoing insurance coverages may be carried as a part of blanket policies,
provided that
(i) upon the Lessor's request, the insurer under such blanket policy(ies) shall
certify to the Lessor and the Indenture Trustee any sublimits applicable to the
Properties, which amounts shall not be less than those required by this Section
11.1; (ii) any such policy(ies) shall otherwise comply with the requirements of
this Article 11; and (iii) the protection afforded, except for the exhaustion of
aggregate limits, under any such policy(ies) shall be no less than that which
would have been afforded under a separate policy or policies relating only to
the Properties.




Notwithstanding
the preceding provisions of this Section 11.1, the Lessee shall be entitled to
self-insure and/or have deductibles against all risks described in Section
11.1(a)-(g) so long as the Lessee satisfies the Rating Test.  In the
event the Lessee fails in part or whole to carry insurance which complies with
the requirements of this Article 11, if the Lessee is then entitled to
self-insure the Lessee will not be deemed to be in breach of this Lease, but
will be deemed to self-insure to the extent of such noncompliance.  If
the Lessee does not satisfy the Rating Test, then the amount of permitted self
insurance and/or deductibles with respect to the Lessee shall not exceed
$5,000,000 in the aggregate for the lines of insurance specified in Sections
11.1(a), (b), (f) and (g) and $5,000,000 in the aggregate for the lines of
insurance specified in Sections 11.1(c), (d) and (e).  To the extent
the Lessee is not permitted to self-insure under the terms hereof, each insurer
must have a claims paying ability rating of "A" or better from Duff & Phelps
and "A" or better from Moody's, or if an insurer is not rated by Duff &
Phelps or Moody's, it has an equivalent rating from at least one other
nationally recognized statistical agency.  In the event the Lessee
does not satisfy the Rating Test (with the definition thereof modified to change
the "BBB" referenced therein to "BBB-" and the "Baa2" referenced therein to
"Baa3"), then the Lessee's maximum deductibles shall be the lesser of that
described in the second preceding sentence or the standard deductible for
comparable buildings in the same region as certified in writing by a national
insurance broker or agency.  The two preceding sentences shall be void
and of no effect after the Security Documents are no longer in
effect.  The Lessor and the Owner Participant shall be entitled to
maintain insurance coverage with respect to the Properties, provided that such
insurance shall not increase the cost to the Lessee of carrying, or interfere
with the ability of the Lessee to carry, insurance with respect to the
Properties.


27




11.2
            Policy
      Provisions




Any
insurance policy required to be maintained by the Lessee pursuant to Section
11.1 shall:




(a)
            specify
      the Lessee as the insured and the Lessor (in both its individual and trust
      capacities), the Owner Participant, the Co-Trustee, the Pass Through
      Trustee (in both its individual and trust capacities) and the Indenture
      Trustee (in both its individual and trust capacities) as additional
      insureds as to all such insurances (except the insurance described in
      Section 11.1(e));




(b)
            provide,
      in the case of insurance carried pursuant to Section 11.1(a) and (b), that
      all insurance proceeds in respect of any loss or occurrence (i) shall be
      adjusted with the Lessee, unless and only for so long as a Special Default
      or a Lease Event of Default shall be continuing, in which case such
      proceeds shall be adjusted solely with the Lessor and (ii) shall be
      payable (x) if no Special Default or Lease Event of Default is continuing,
      to the Lessee in accordance with Section 14.2, and (y) in all other
      circumstances unless and until the Indenture shall have been satisfied and
      discharged in accordance with Section 11.01 thereof, to the Indenture
      Trustee and thereafter, to the
Lessor;




(c)
            provide
      that in respect of the interests of the Lessor, the Co-Trustee, the Owner
      Participant, the Pass Through Trustee and the Indenture Trustee, such
      policies shall not be invalidated by any action or inaction of the Lessee
      or any other Person (other than the Person making the claim thereunder)
      and shall insure the Lessor, the Co-Trustee, the Owner Participant, the
      Pass Through Trustee and the Indenture Trustee regardless of, and any
      claims for losses shall be payable
  notwithstanding:




(i)
            any
      act of negligence, including any breach of any condition or warranty in
      any policy of insurance, of the Lessee or any other Person (other than the
      Person making the claim
thereunder);




(ii)
            the
      occupation or use of the Properties for purposes more hazardous than
      permitted by the terms of the
policies;




(iii)
            any
      foreclosure or other proceeding or notice of sale relating to any of the
      Properties; and




(iv)
            any
      change in the title to or ownership of any of the Properties after the
      Lessee and its insurance underwriter has notice of such change in title or
      ownership;




(d)
            provide
      that such insurance shall be primary insurance and that the insurers under
      such insurance policies shall be liable under such policies without right
      of contribution from any other insurance coverage effected by or on behalf
      of the Lessor, the Owner Participant, the Pass Through Trustee or the
      Indenture Trustee under any other insurance policies covering a loss that
      is also covered under the insurance policies maintained by the Lessee
      pursuant to this Article 11 and shall expressly provide that all
      provisions thereof, except the limits of liability (which shall be
      applicable to all insureds as a group) and liability for premiums (which
      shall be solely a liability of the Lessee), shall operate in the same
      manner as if there were a separate policy covering each
      insured;




(e)
            provide
      that any cancellation (except at the request of the Lessee) thereof shall
      not be effective as to the Lessee, the Lessor, the Owner Participant, the
      Pass Through Trustee and the Indenture Trustee until at least 30 days
      after receipt by the Lessee, the Lessor, the Pass Through Trustee and the
      Indenture Trustee of written notice
thereof;


28




(f)
            waive
      any right of subrogation of the insurers against the Lessor, the Owner
      Participant, the Pass Through Trustee and the Indenture Trustee, and waive
      any right of the insurers to any setoff or counterclaim or any other
      deduction, whether by attachment or otherwise, in respect of any liability
      of the Lessor, the Owner Participant, the Pass Through Trustee and the
      Indenture Trustee; and




(g)
            provide
      that the whole or any part of the right, title and interest of the Lessor
      therein may be assigned to the Indenture
  Trustee.




11.3
            Evidence
      of Insurance




If the
Lessee fails to satisfy the Rating Test at any time during the Lease Term, then
the Lessee shall promptly (and in any event within 30 days) deliver to the
Lessor, the Pass Through Trustee and the Indenture Trustee evidence of all
insurance coverages as required by this Article 11 and annually thereafter until
such time as the Lessee satisfies the Rating Test, the Lessee shall deliver to
the Lessor, the Owner Participant, the Pass Through Trustee and the Indenture
Trustee certificates of insurance evidencing the provisions described in Section
11.2(a) through (g) executed by the insurer or its duly authorized agent and
stating that in the opinion of such issuer or its agent that such insurance
complies with the provisions of this Article 11, and if the signer of such
certificate is unwilling to make such statement on a full recourse basis, such
certificate shall be accompanied by an Officer's Certificate of the Lessee which
also certifies as to such matters.




12.
            RETURN
      OF LEASED PROPERTY




With the
exception of any Properties which have been transferred, or leased under a FMV
Lease or a Partial Occupancy Lease, to the Lessee pursuant to Article 3, 6, 14
or 19 of this Lease or Article IX of the Participation Agreement, the Lessee
shall, on the expiration or earlier termination of this Lease with respect to a
Property, and at its own expense, return such Property to the Lessor by
surrendering the same into the possession of the Lessor free and clear of all
Liens other than (i) Lessor Liens, Remainderman Liens, and Indenture Trustee
Liens, (ii) Liens described in clauses (a), (f) or (g) (to the extent expressly
permitted to survive termination of this Lease), of the definition of Permitted
Liens except that solely for purposes of this sentence, clause (f)(z) of the
definition of Permitted Liens shall be deemed to read:  "(z) singly or
in the aggregate do not (i) reduce, other than to a de minimis extent, the Fair
Market Sales Value of the applicable Property, (ii) materially interfere with or
result in a detriment to the conduct of the Lessee's business on the Properties
pursuant to the Lease, (iii) impair, other than to a de minimis extent, the
usefulness of the applicable Property or (iv) impair the Lessor's interest or
the Owner Participant’s interest or the Indenture Trustee's Lien on any portion
of the Estate" and (iii) inchoate Liens for taxes which are not yet due, and in
the condition required by this Lease (as modified by Alterations permitted by
this Lease), ordinary wear and tear excepted; provided that any
Improvements removed from the Properties pursuant to Section 10.1(c) shall have
been returned to and reinstalled on such Properties.  When the
proposed parking facility (Parcel 2) located in St. Petersburg, Florida is
returned to Lessor, it shall be free of asbestos and the office building,
drive-through facilities, freestanding automated teller machines, and cash vault
portion of such parking facility shall have been razed and all debris
removed.




Each
Property when returned shall either be in "core and shell" condition or shall be
in a condition such that such Property can be put to the same general use as
such Property was used on the Closing Date (it being understood that a Property
which is an office building may have retail space customary for the location of
such Property) or, at the Lessee's election, if a Property is not then in either
of such conditions, the Lessee may instead pay the Lessor in cash the reasonable
cost of converting such Property to be in either such conditions, as the Lessee
may elect (which payment shall include any expected loss of revenue to the
Lessor during the time of conversion).  If such cost cannot be agreed
by the Lessor and the Lessee it shall be determined by the Appraisal
Procedure.


29




If the
Lessee desires to remove any Severable Alteration from a Property during the 360
days prior to the return of such Property to Lessor (unless such return is a
result of a Lease Event of Default, Event of Taking or Event of Loss), title to
which is vested in Lessee pursuant to Section 9.3 hereof, the Lessee shall give
Lessor at least 90 days prior written notice and Lessor shall have the right to
purchase any such Severable Alteration for its Fair Market Sales
Value.  Any such Alteration or other property of the Lessee which is
not removed prior to the time of return shall, at Lessor's option, be removed by
the Lessee at the Lessee's expense or become the property of Lessor and title
thereto shall vest in Lessor.




13.
            ASSIGNMENT




The
Lessee may (at the Lessee's expense) assign all of its right, title or interest
in, to or under this Lease as to one or more Properties provided no Lease Event
of Default or Special Default is then continuing.  An assignment of
the Lessee's rights under this Lease as to less than all of the Properties shall
be effectuated by the execution by Lessor and the Lessee of an amendment of this
Lease removing such Properties from the terms hereof and the execution and
delivery of a separate lease of the Properties which are the subject of Lessee's
assignment, which lease shall be on the same terms and conditions as this Lease
except that Basic Rent and Stipulated Loss Values shall relate only to the
Properties which are the subject of such assignment.  In connection
with any such assignment, the parties will negotiate such amendments to the
Operative Documents as are necessary to effectuate the foregoing and the Lessee
shall pay all parties' costs and expenses (including reasonable attorneys fees
and expenses) in connection therewith.  In the event of an assignment
of all of the Lessee's rights under this Lease, the new lessee shall assume all
of the Lessee's obligations hereunder.  Notwithstanding any assignment
by the Lessee, all obligations of the Lessee shall continue in full effect as
obligations of a principal and not of a guarantor or surety, as though no
assignment had been made.  The Lessee will notify the Lessor and the
Indenture Trustee of any such assignment and will provide the Lessor and the
Indenture Trustee with a copy of such assignment at the Lessor's
request.




14.
            LOSS,
      DESTRUCTION, CONDEMNATION OR DAMAGE




14.1
            Payment
      of Stipulated Loss Value on an Event of
Loss




If an
Event of Loss shall occur with respect to a Property, the Lessee shall give the
Lessor and the Indenture Trustee prompt written notice of such occurrence and
the date thereof and the Lessee may elect one of the following options (it being
agreed that (x) if the Lessee shall not have made the offer referred to in the
following clause (i) within 60 days of the occurrence of the Event of Loss, the
Lessee shall be deemed to have elected the option set forth in the following
clause (ii) and (y) if it is impossible to restore, repair, replace or rebuild
such Property, the Lessee must elect the following clause (i)):


30




(i)
            offer
      to purchase such Property from the Lessor on a Stipulated Loss Value Date
      not less than 90 or more than 270 days after the date such offer is made
      at a purchase price equal to the sum of (A) Stipulated Loss Value of such
      Property determined as of such Stipulated Loss Value Date, plus (B) all
      Supplemental Rent due and owing on such Stipulated Loss Value Date
      (including, without limitation, any transfer taxes and other expenses
      associated with such transfer which are indemnifiable under Article VIII
      of the Participation Agreement) plus (C) all Basic Rent due and owing on
      Rent Payment Dates on or prior to such Stipulated Loss Value Date (but not
      Basic Rent payable in advance on such Stipulated Loss Value Date), in
      which case the Lessor shall have 60 days from the date of receipt of the
      Lessee's offer to decide whether or not to accept such offer;
      or




(ii)
            promptly,
      and in any event within 90 days of the occurrence of such Event of Loss,
      begin the process of restoring, repairing, replacing or rebuilding the
      Improvements which were damaged as a result of such Event of Loss and
      diligently pursue such rebuilding and repair so as to restore the affected
      Property or Properties to at least the value, residual value and useful
      life thereof immediately prior to the occurrence of such Event of Loss
      assuming such Property was in the condition required by this
      Lease.  If the Lessee and the Lessor cannot agree as to such
      value, such value will be determined by the Appraisal
      Procedure.  The Casualty Restoration Costs shall be paid first
      out of the Lessee's own funds to the extent the Casualty Restoration Costs
      exceed the Net Casualty Proceeds actually received and then out of the Net
      Casualty Proceeds.




If the
Lessee makes an offer to purchase a Property pursuant to Section 14.1(i) and the
Lessor accepts such offer or fails to respond to such offer within the 90-day
period referenced in Section 14.1(i), the Lessee shall pay the purchase price
specified in Section 14.1(i) to the Lessor on such Stipulated Loss Value Date;
provided that
any Net Casualty Proceeds then held by the Lessor or the Indenture Trustee shall
be credited against such purchase price and any Net Casualty Proceeds remaining
or collected after payment in full of all such amounts payable pursuant to
Section 14.1(i) shall be paid to or retained by the Lessee.  Upon
payment in full of all amounts payable pursuant to Section 14.1(i),
(w) subject to Section 11.01 of the Indenture, such Property shall be
released from the Lien of the Security Documents, (x) the Lease Term shall end
with respect to such Property, (y) the obligations of the Lessee hereunder with
respect to such Property (other than any obligations expressed herein as
surviving termination of this Lease) shall terminate as of the date of such
payment and (z) the Lessor shall transfer to the Lessee, or if the Lessee shall
so designate, to the property damage insurer, without recourse or warranty but
free and clear of Lessor Liens, all right, title and interest of the Lessor in,
to and under such Property including all related Net Proceeds not otherwise
retained by the Lessee or credited against the purchase price as provided
above.




In the
event that the Lessor rejects the offer of the Lessee (which the Lessor
may  do only if it has deposited funds sufficient to pay all amounts
due and owing on the Notes as of such Stipulated Loss Value Date), to purchase
such Property as provided in clause (i) of this Section 14.1 at the purchase
price stated therein, the following amount shall be paid to or retained (in the
case of the proceeds of insurance) by the Lessor: the sum of (A) all insurance
proceeds payable under the policy or policies of insurance required by this
Lease, plus (B) an amount equal to the deductible under such policy or policies,
plus (C) any amounts the Lessee has chosen to self-insure up to Stipulated Loss
Value of such Property (the amounts described in clauses (A), (B) and (C) being
collectively referred to as the Insurance Proceeds) plus (D)
all Supplemental Rent then due, plus (E) accrued but unpaid Basic Rent due as of
such date (but not Basic Rent payable in advance on the Stipulated Loss Value
Date).  Upon payment in full of such amount (1) the Lease Term shall
end, and (2) the obligations of the Lessee hereunder (other than any obligations
expressed herein as surviving termination of this Lease) with respect to the
Property or Properties suffering such Event of Loss shall terminate as of the
date of such payment.  If the Lessor elects to reject the offer of the
Lessee hereunder to purchase such Property pursuant to this Section 14.1, such
notice of rejection shall be deemed effective only if it is countersigned by the
Indenture Trustee if the Lien of the Security Documents is then in
effect.


31




If the
Lessee elects Section 14.1(ii) with respect to a Property, the Lessee may
request that the Owner Participant obtain (at the Lessee's expense) an opinion
from counsel reasonably selected by Owner Participant to determine whether such
election shall result in any amounts becoming due under the Tax Indemnification
Agreement.  The Owner Participant shall obtain such opinion within 30
days of such request.  If (x) such opinion concludes that it is more
likely than not that an amount in excess of $200,000 shall be so due or (y)
Owner Participant does not obtain any such opinion within such 30 day period,
the Lessee may, within 20 days of receipt of such opinion or of the end of such
30 days period, whichever is earlier, elect to offer to purchase such Property
by payment of the amounts described in Section 14.1(i), whereupon the Lessor and
the Lessee shall proceed as if the offer contemplated by Section 14.1(i) had
been made.




14.2
            Application
      of Payments When Lease Continues




Payments
(except for payments under insurance policies maintained other than pursuant to
Article 11 of this Lease) received at any time by the Lessor, the Indenture
Trustee or the Lessee from any Governmental Authority or other Person with
respect to any Condemnation or Casualty to a Property or any part thereof or
with respect to an Event of Loss not resulting in a termination of this Lease,
shall (except to the extent Section 14.5 applies) be paid to the Indenture
Trustee and then immediately to the Lessee, to be applied, as necessary, for the
repair or restoration of such Property and Improvements and any excess remaining
thereafter shall, in the case of a Casualty or Event of Loss not resulting in a
termination of this Lease, be retained by the Lessee, and, in the case of a
Condemnation, to the extent the Lessee cannot rebuild and restore the affected
Property to its value, residual value and useful life as existed immediately
prior to such Condemnation, excess amounts shall be for the account of the
Lessee and the Lessor, as their interests may appear.  All such repair
and restoration shall be effected by the Lessee in compliance with the
requirements of Section 9.1 and Section 9.2.




The
Lessee shall maintain records for three years setting forth information relating
to the receipt and application of payments in accordance with this Section
14.2.  Such records shall be kept on file by the Lessee at its offices
and shall be made available to the Lessor and the Indenture Trustee upon
request.




From and
after a Condemnation, Casualty or Event of Loss and during or prior to any
period of repair or rebuilding pursuant to this Article 14, this Lease will
remain in full force and effect and Rent shall continue to accrue and be payable
without abatement or reduction.


32




14.3
            Payment
      of Stipulated Loss Value on an Event of
Taking




If an
Event of Taking shall occur with respect to a Property, the Lessee shall give
the Lessor, the Owner Participant, the Pass Through Trustee and the Indenture
Trustee prompt written notice of such occurrence and the date thereof, and the
Lessee shall offer to purchase the affected Property from the Lessor on a
Stipulated Loss Value Date not less than 90 or more than 270 days after the
Event of Taking at a purchase price equal to the sum of (A) Stipulated Loss
Value with respect to such Property determined as of such Stipulated Loss Value
Date, plus (B) all Supplemental Rent due and owing on such Stipulated Loss Value
Date (including, without limitation, any transfer taxes and other expenses
associated with such transfer which are indemnifiable under Article VIII of the
Participation Agreement), plus (C) all Basic Rent due and owing with respect to
Rent Payment Dates on or prior to such Stipulated Loss Value Date (but not Basic
Rent payable in advance on the Stipulated Loss Value Date).  If the
Lessor accepts such offer, or fails to respond to such offer within 90 days of
its receipt of such notice, the Lessee shall pay the purchase price set forth in
the preceding sentence on such Stipulated Loss Value Date, provided that the Net
Condemnation Proceeds then held by the Lessor or the Indenture Trustee will
first be allocated among the Lessee and Lessor as their interests appear and,
second, the amounts allocated to the Lessee and the Lessor shall be applied in
reduction of the Lessee's obligation to pay the purchase price for such
Property, if not already paid by the Lessee, and the balance, if any, of the Net
Condemnation Proceeds received or remaining thereafter shall be divided between
the Lessor and the Lessee as their interests appear, or if the purchase price
for such Property has already been paid by the Lessee, the Net Condemnation
Proceeds shall be divided between the Lessor and the Lessee as their interests
appear.  If the Lessor rejects such offer within such 90-day period,
the Net Condemnation Proceeds will first be allocated among the Lessee and the
Lessor as their interests appear and, second, the amounts allocated to the
Lessee and the Lessor shall be paid over to, and retained by, the Lessor up to
said Stipulated Loss Value and any excess Net Condemnation Proceeds shall be
divided between the Lessor and the Lessee as their interests may appear; provided that if the
parties cannot agree upon such allocation of the excess Net Condemnation
Proceeds, the Lessor and the Lessee agree to submit the matter to a mutually
agreed upon method of arbitration.  The Lessee may file a separate
claim for its own losses (such as loss of fixtures, equipment and alterations
owned by it) and moving and relocation expenses so long as such claim does not
reduce the amount payable to the Lessor on account of its interest in the
Properties.  Upon distribution of the Net Condemnation Proceeds as
provided in this Section 14.3, in respect of amounts due under this Section
14.3, and payment of the sum of (A) all Supplemental Rent then due, plus (B) all
Basic Rent-due on such date (but not Basic Rent payable in advance on the
relevant Stipulated Loss Value Date), (1) the Lease Term shall end for such
Property, (2) the obligations of the Lessee hereunder (other than any
obligations expressed herein as surviving termination of this Lease) shall
terminate with respect to the affected Property as of the date of such payment
and (3) in the case of the purchase of the affected Property by the Lessee as
provided in this Section 14.3, the Lessor shall transfer to the Lessee, or if
the Lessee shall so designate, the condemning authority, without recourse or
warranty but free and clear of Lessor Liens all right, title and interest of the
Lessor in, to and under the affected Property shall be released from the Lien of
the Security Documents, subject to Section 11.01 of the Indenture.  If
the Lessor elects to reject the offer of the Lessee hereunder to purchase such
Property pursuant to this Section 14.3, it must prepay the Allocable Portion of
the Notes with respect to such Property and the notice of rejection shall be
deemed effective only if it is countersigned by the Indenture
Trustee.  Upon all payments due under this Section 14.3, with respect
to a Property, (1) the Lease Term will end for such Property, and (2) the
obligations of the Lessee hereunder (other than any obligations expressed herein
as surviving termination of this Lease) with respect to such Property shall
terminate.




14.4
            Application
      of Certain Payments Not Relating to an Event of
  Taking




In case
of a Condemnation, this Lease shall remain in full force and effect, without any
abatement or reduction of Basic Rent, and the Net Condemnation Proceeds shall,
unless a Special Default or a  Lease Event of Default has occurred and
is continuing, be paid as set forth in Section 14.2, except that any portion of
the Net Condemnation Proceeds that was awarded with respect to the time period
after the expiration or termination of the Lease Term shall be paid to the
Lessor.


33




14.5
            Other
      Dispositions




Notwithstanding
the foregoing provisions of this Article 14, so long as a Special Default or a
Lease Event of Default shall have occurred and be continuing, any amount that
would otherwise be payable to or for the account of, or that would otherwise be
retained by, the Lessee pursuant to this Article 14 shall be paid to the
Indenture Trustee (or to the Lessor after the Security Documents shall have been
satisfied and discharged) as security for the obligations of the Lessee under
this Lease and, at such time thereafter as no Special Default or Lease Event of
Default shall be continuing, such amount shall be paid promptly to the
Lessee.




14.6
            Negotiations




In the
event any part of the Properties becomes subject to Condemnation or Event of
Taking proceedings, the Lessee shall give notice thereof to the Lessor, the Pass
Through Trustee and the Indenture Trustee promptly after the Lessee has
knowledge thereof and shall control the negotiations with the relevant
Governmental Authority unless a Lease Event of Default shall be continuing, in
which case the Lessor shall control such negotiations; provided that in any
event the Lessor and the Owner Participant may participate at the Lessee's
expense in such negotiations, and no settlement will be made without Lessor's
and Owner Participant’s prior consent, not to be unreasonably
withheld.  The Lessee shall give to the Lessor, the Owner Participant,
the Pass Through Trustee and the Indenture Trustee such information, and copies
of such documents, which relate to such proceedings, or which relate to the
settlement of amounts due under insurance policies required by Article 11, and
are in the possession of the Lessee, as are reasonably requested by the Lessor,
the Owner Participant, the Pass Through Trustee or the Indenture
Trustee.




14.7
            No
      Rent Abatement




Rent
shall not abate hereunder by reason of any Casualty, Event of Loss or
Condemnation when this Lease does not terminate pursuant to the terms hereof,
and the Lessee shall continue to perform and fulfill all of the Lessee's
obligations, covenants and agreements hereunder notwithstanding such Casualty,
Event of Loss or Condemnation.




14.8
            Investment




The
Lessor agrees that, in accordance with Section 10.09 of the Indenture, to the
extent the Lessor can control how any funds held by the Indenture Trustee
pursuant to this Article 14 are invested, the Lessor shall follow the
instructions of the Lessee with respect to the nature and timing of such
investments unless a Special Default or a Lease Event of Default has occurred
and is continuing.




15.
            INTEREST
      CONVEYED TO LESSEE




This
Lease is an agreement of lease and the Lessor does not convey to the Lessee any
right, title or interest in or to the Properties except as a
lessee.


34




16.
            SUBLEASE




16.1
            Sublease
      Requirements




The
Lessee may sublease the Properties or any part thereof to any Person, on such
terms and conditions as the Lessee may desire in its sole discretion, without
the consent of the Lessor; provided, however, that (i) any such sublease shall
not release the Lessee from any of its obligations or liabilities under this
Lease of any nature whatsoever; (ii) any such sublease shall be expressly
subject and subordinate to this Lease and the Lien of the Security Documents;
(iii) no such sublease may be entered into if a Lease Event of Default or a
Special Default has occurred and is continuing; (iv) any sublessee shall not be
bankrupt at the inception of the sublease and shall be permitted to use the
Properties only for the purposes permitted under this Lease; (v) any such
sublease shall not increase the Lessor's, the Owner Participant’s, the Indenture
Trustee's or the Pass Through Trustee's exposure to the risk of Environmental
Claims being made against it; and (vi) any such sublease of a Property or any
portion thereof shall be for a term that does not extend beyond the Lease Term
with respect to such Property (including any then exercised Renewal
Terms).  Notwithstanding the foregoing, any Existing Subleases shall
not be subject and subordinate to this Lease or the Lien of the Security
Documents and may, to the extent permitted under such Existing Sublease on the
date of this Lease, extend beyond the Lease Term with respect to the related
Property.




Notwithstanding
clauses (ii) and (vi) of the immediately preceding paragraph, the Lessee may
enter into subleases which extend beyond the Lease Term (including any then
exercised Renewal Term), provided that the
following criteria are met at the inception of such sublease (the NonDisturbance
Criteria):




(i)
            each
      such sublease agreement shall be in substantially the form of Exhibit B to
      this Lease; provided, however, that Lessor agrees to approve such
      reasonable variations in the form of such sublease agreement as are
      requested by Lessee on a case-by-case basis in order to facilitate
      specific subleases which otherwise satisfy the Non-Disturbance
      Criteria;




(ii)
            the
      net effective rent, taking into account all economic terms, must be at
      least equal to the Fair Market Rental Value for comparable space in
      comparable buildings for a like term with a tenant of comparable financial
      creditworthiness;




(iii)
            for
      subleases in excess of 20,000 Square Feet, the sublessee thereunder must
      provide evidence reasonably satisfactory to the Lessor that such sublessee
      has reasonably foreseeable financial ability to perform its obligations
      under the sublease;




(iv)
            for
      subleases with Affiliates of the Lessee, the Lessor must consent, which
      consent will not be unreasonably withheld, or at the option of the Lessee,
      a third party independent appraiser acceptable to Lessee and Lessor must
      opine that the rents of the sublease comply with (ii)
    above;




(v)
            [reserved];


35




(vi)
            the
      basic term of the sublease must not extend beyond 10 years, and any
      renewal terms must be at Fair Market Rental Value and must not extend,
      collectively, beyond an additional five
years;




(vii)
            basic
      and renewal rents under the sublease must be adjusted for CPI increases,
      or for a fixed increase of at least 2% per year, every five years, and
      basic rents of the sublease must not
decrease;




(viii)
            the
      present value of all rent concessions (including free rent, rent credits,
      rental abatements, tenant improvement allowances, moving allowances, space
      assumption or similar concessions or any other related transaction) during
      the basic term of the sublease must not exceed 20% of the present value
      (calculated using a discount rate equal to the Interest Rate, as adjusted
      for monthly compounding) of the scheduled basic rent payable during the
      basic term of the sublease;




(ix)
            the
      sublease must include provisions that obligate the sublessee to pay its
      prorata share of operating expenses of the Property in accordance with
      relevant market practice at the
time;




(x)
            sublease
      tenant improvements must not require extraordinary removal or modification
      to render the space usable by subsequent
  tenants;




(xi)
            the
      sublessee's share of reserved parking spaces related to such Property, if
      any, must be no more than the sublessee's share of Square Feet in such
      Property; and




(xii)
            the
      sublease must be subject to common area agreements governing parking and
      maintenance of parking areas.




In the
event that the Lessor and the Lessee cannot agree on whether any element of the
Non-Disturbance Criteria has been satisfied, an independent third party agreed
upon by the Lessor and the Lessee shall conclusively determine such
issue.  If such a third party is not agreed upon by both parties
within 10 days of request therefor by either party, then either party may apply
to the American Arbitration Association to appoint such a third
party.




If, in
connection with any sublease, the Lessee requests that the Lessor confirm its
agreement that the Non-Disturbance Criteria have been met, the Lessor shall
respond in writing to any such request within 10 Business Days of receipt of
such request.  Such request, when made, shall be accompanied by copies
of materials relevant to the determination that the Non-Disturbance Criteria
have been met.  If the Lessor does not respond to the Lessee's request
in writing, either confirming that the Non-disturbance Criteria have been
satisfied, or as described in the next sentence, by the end of such
10-Business-Day period, the Lessor shall be deemed to have confirmed that the
Non-Disturbance Criteria have been met for all purposes under this
Lease.  If the Lessor expresses to the Lessee in writing within the
relevant response period that, in the Lessor's opinion, one or more of the
Non-disturbance Criteria have not been met, the Lessor must specify in such
writing the reasons underlying such a conclusion in reasonable
detail.


36




If the
Non-Disturbance Criteria are met, the Lessor and the Indenture Trustee
irrevocably agree that, subject to the terms of the Subordination and
Non-disturbance Agreement relating to such Senior Sublease, if any,
notwithstanding the exercise by the Lessor and the Indenture Trustee of any
rights under Article 19 (including but not limited to proceedings for eviction,
termination or other enforcement action) or any termination of this Lease prior
to the expiration of the Lease Term or any then exercised Renewal Term, the
possession and other rights of the sublessee under such Senior Sublease shall
not be disturbed or affected by the Lessor or the Indenture Trustee so long as
no default by the sublessee exists under the terms of such Senior Sublease
(after notice and an opportunity to cure, if any, as provided in the Senior
Sublease).  In the event of termination of this Lease as to any
Property, all sublessees in such Property under Senior Subleases shall (unless
such a default by such sublessee exists) continue as direct lessees from the
Lessor, upon and subject to the terms and conditions of the Senior Sublease and
such sublessees will attorn to the Lessor.  Lessor shall deliver to
the Lessee, for the benefit of the applicable sublessee under the Senior
Sublease, within ten (10) Business Days after the Lessee's request, a
confirmation of such attornment in favor of the Lessor, by executing a
Subordination and Non-disturbance Agreement.




When an
Event of Default is continuing, the rights of the Lessor to determine whether
Non-Disturbance Criteria have been satisfied, and to waive portions of such
Non-Disturbance Criteria, shall be exercisable by, or subject to the approval
of, the Indenture Trustee (or its agent), but otherwise such rights shall not be
exercisable by or subject to the consent or approval of the Indenture Trustee
(or its agent).  The Indenture Trustee shall join in executing each
Subordination and Nondisturbance Agreement whenever the Lessor does, upon
request of Lessor, unless an Event of Default is then continuing.




No
sublease of a Property shall release the Lessee from any liability or from the
performance of any of the Lessee's duties and obligations under this Lease and
the other Operative Documents to which the Lessee is a party.  If this
Lease is terminated as to a certain Property, the Lessee shall not be liable to
the Lessor for any obligations or responsibilities of any sublessees remaining
in such Property, except to the extent such obligations arise from or relate
solely to the sublessees' possession of such Property prior to the termination
of this Lease with respect to such Property.




The
Lessee shall be entitled to retain any or all rent or other amounts paid under
any sublease of the Properties during the Lease Term; provided that so long as a
Lease Event of Default is continuing, the Lessee shall, if the Lessor so
requests, direct sublessees to pay all rent or other amounts due under their
subleases to the Lessor or as it may direct.




In the
event the Lessee exercises its rights under Section 6.1 hereof to terminate the
Lease with respect to a Property, on the date on which Lessee's election to
terminate becomes irrevocable, Lessor shall have the right, either itself or by
agents engaged by Lessor (which engagement may occur by an assumption by Lessor
of Lessee's leasing agency agreements, if any) to market any unleased space in
such Property.




Lessee
shall not amend any Senior Sublease without the written consent of Lessor, Owner
Participant and Indenture Trustee if such amendment results in a breach of any
of the conditions listed in clauses (i)-(xii) above.  Subject to the
immediately preceding sentence, the Lessor shall, at Lessee's request, approve
any amendment, modification, assignment, subletting, extension, renewal or
prepayment of any sublease (with respect to which a Subordination and
Non-disturbance Agreement is in effect) if the effect thereof does not result in
a breach of any of the conditions listed in clauses (i)-(xii) above or any other
provision of the Operative Documents to which the Lessee is a
party.


37




16.2
            Assignment
      of Subleases




(a)
            Existing
      Subleases are hereby assigned by Lessor to Lessee for the Lease Term, and
      the Lessee assumes and agrees to perform each and every obligation of the
      landlord with respect to the Existing Subleases affecting the Properties,
      whether such obligations accrued prior to the Basic Term Commencement Date
      or accrue during the period from and after the Basic Term Commencement
      Date to the date such Existing Subleases are absolutely reassigned to
      Lessor as provided in Section 16.2(c)
hereof.




(b)
            The
      Lessee hereby collaterally reassigns to Lessor, as security for the
      performance of the Lessee's obligations hereunder, all of the Lessee's
      right, title and interest in and to (1) each Existing Sublease and (2)
      each and every sublease that the Lessee has entered into or may enter into
      with respect to any Property from time to time after the Original Closing
      Date and (3) any and all proceeds of any of the above, whether presently
      owned or hereinafter acquired and any future rights, benefits and claims
      arising therefrom (hereinafter clauses (1)-(3) collectively called the
      Assigned
      Subleases).




(c)
            Upon
      the expiration of the Lease Term as to a Property, the Assigned Subleases
      in such Property shall automatically and without further action of the
      Lessor or the Lessee be reassigned to Lessor, in all cases free and clear
      of all Liens except Lessor Liens and Indenture Trustee
      Liens.  Upon Lessor's request, Lessee shall execute an
      assignment of leases in form and substance reasonably satisfactory to
      Lessor confirming the foregoing.




(d)
            The
      Lessee further acknowledges that the Lessor shall be further assigning the
      rights granted pursuant to this Section 16.2 to the Indenture Trustee
      under the Indenture.




(e)
            Notwithstanding
      the assignment of rights and security interest granted in this Section
      16.2, the Lessor agrees that, so long as no Lease Event of Default or
      Default under paragraph (e) of Article 18 is continuing, Lessee shall have
      the right to all rent, income and other sums becoming due and payable
      under the Assigned Subleases and the Lessor (and anyone claiming through
      the Lessor) shall not communicate or otherwise deal with (unless Lessee
      shall have given irrevocable notice of its right to terminate this Lease
      with respect to the applicable Property), or collect any rent from, any
      sublessee, or approach any sublessee for any acknowledgment of the
      assignment set forth in this Section 16.2 or receive any such
      acknowledgment.




(f)
            Regardless of
      whether a Lease Event of Default or a Default under paragraph (e) of
      Article 18 is continuing, so long as the assignment made hereunder remains
      effective, the Lessor may exercise any inspection rights that the Lessee
      may have under a sublease.




16.3
            Sublessor
      Improvements




The
Lessor agrees that for each Approved Sublease it shall reimburse the Lessee for
the unamortized balance (computed without interest on a straight line basis over
the basic term of such Approved Sublease, excluding renewals) of tenant
improvement expenditures made by the Lessee in connection with such Approved
Sublease; such balance to be calculated and reimbursed as of the date on which
the Lessee surrenders possession to the Lessor of the Property which just before
such surrender was subject to such Approved Sublease, whether such surrender
occurs at the expiration or earlier termination of this Lease as it relates to
such Property.


38




17.
            INSPECTION,
      REPORTS AND NOTICES




17.1
            Inspection




Upon five
days' prior notice (three days' prior notice if the Properties subject to the
inspection (or any portion thereof) are being terminated from this Lease) to the
Lessee, or in the case of emergency or while a Lease Event of Default is
continuing upon reasonable notice, the Indenture Trustee, the Pass Through
Trustee, the Lessor, the Owner Participant and their authorized representatives
(the Inspecting Parties)
may inspect, at their own expense and risk, the Properties other than any areas
where proprietary information of the Lessee or any sublessee is retained in the
ordinary course of business, but only in a manner so as to not unreasonably
interfere with the Lessee's or any other occupant's business operations on the
Properties and, if required by the Lessee, only when accompanied by a designated
representative of the Lessee.  The Inspecting Parties shall have no
right to inspect the books, records or financial information of the Lessee
(other than the books, records or financial information relating directly and
primarily to the Properties, but only after material related to matters other
than the Properties shall have been redacted from such
documents).  None of the Inspecting Parties shall have any duty to
make any such inspection or inquiry and none of the Inspecting Parties shall
incur any liability or obligation by reason of not making any such inspection or
inquiry.  None of the Inspecting Parties shall incur any liability or
obligation by reason of making any such inspection or inquiry except for such
Inspecting Party's gross negligence or willful misconduct.




17.2
            Reports




To the
extent permissible, the Lessee shall prepare and file in a timely fashion, or,
where the Lessor or the Owner Participant shall be required to file, the Lessee
shall prepare and deliver to the Lessor or the Owner Participant, as applicable,
within a reasonable time prior to the date for filing, any reports with respect
to the condition or operation of the Properties that shall be required to be
filed with any Governmental Authority.




17.3
            Notices
      from Governmental Authorities




The
Lessor and the Owner Participant shall promptly provide the Lessee with copies
of any communications received by the Lessor and the Owner Participant from any
Governmental Authority relating to the Properties.




18.
            LEASE
      EVENTS OF DEFAULT




The
following events shall constitute Lease Events of Default (whether any such
event shall be voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body):




(a)
            the
      Lessee shall fail to make any payment of Basic Rent, Redemption Premium
      (arising as the result of the prepayment of any Secured Note pursuant to
      clauses (b), (c), (d) or (f) of Section 2.04 of the Indenture) or
      Stipulated Loss Value and such failure shall continue for five days after
      the date such payment was due;




(b)
            the
      Lessee shall fail to make any payment of any other Supplemental Rent not
      specifically set forth in paragraph (a) of this Article 18 or any other
      amount payable hereunder and such failure shall continue for a period of
      30 days after notice of such failure to Lessee from the Lessor or the
      Indenture Trustee;


39




(c)
            the
      Lessee shall fail to maintain insurance in the amounts required by Section
      11.1 or 11.2 hereof; provided, however, that if such failure is the result
      of the Lessee not obtaining the insurance required immediately following
      its downgrading below the Rating Test, such failure shall not constitute a
      Lease Event of Default unless such failure shall continue for 20
      days;




(d)
            the
      Lessee shall fail to timely perform or observe any covenant, condition or
      agreement (not included in paragraph (a), (b) or (c) of this Article 18)
      to be performed or observed by it hereunder or under any other Operative
      Document to which the Lessee is a party (other than the Tax
      Indemnification Agreement) and such failure shall continue for a period of
      30 days after Lessee receives written notice thereof from the Lessor or
      the Indenture Trustee; provided that the continuation of such failure
      shall not constitute a Lease Event of Default if (i) such failure is not
      reasonably curable within 30 days; (ii) the Lessee is diligently pursuing
      the cure of such default; (iii) such failure does not impair in any
      material respect the Lessor's ownership interest in the Properties or
      impair the Lien of the Security Documents; and (iv) such cure is completed
      within 270 days of Lessee's receipt of written notice of the default or by
      the end of the Lease Term, if
earlier;




(e)
            the
      filing by the Lessee of any petition for dissolution or liquidation,
      conservatorship or receivership of the Lessee, or the commencement by the
      Lessee of any case under any applicable bankruptcy, insolvency or other
      similar law now or hereafter in effect, or the Lessee shall have consented
      to the entry of an order for relief under any such law, or the failure of
      the Lessee generally to pay its debts as such debts become due, or the
      failure by the Lessee promptly to satisfy or discharge any execution,
      garnishment or attachment of such consequence as will impair its ability
      to carry out its obligations under this Lease, or the appointment of or
      taking possession by a receiver, custodian or trustee (or other similar
      official) for the Lessee or any substantial part of its property, or a
      general assignment by the Lessee for the benefit of its creditors, or the
      entry by the Lessee into an agreement of composition with its creditors,
      or the Lessee shall have taken any corporate action in furtherance of any
      of the foregoing; or the filing against the Lessee of a petition in
      bankruptcy, insolvency or other similar law which results in an order for
      relief being entered or, notwithstanding that an order for relief has not
      been entered, the petition is not dismissed within 90 days of the date of
      the filing of the petition, or the filing under any law relating to
      bankruptcy, insolvency or relief of debtors of any petition against the
      Lessee for reorganization, conservatorship or  receivership,
      composition, extension or arrangement with creditors which either (i)
      results in a finding or adjudication of insolvency of the Lessee or (ii)
      is not dismissed within 90 days of the date of the filing of such petition
      (the term dissolutionor liquidation of the
      Lessee, as used in this paragraph (e), shall not be construed to include
      the cessation of the corporate existence of the Lessee resulting either
      from a merger or consolidation of the Lessee into or with another
      corporation or a dissolution or liquidation of the Lessee following a
      transfer of all or substantially all of its assets as an entirety, if the
      conditions permitting such actions contained in Section 5.1 of the
      Participation Agreement are satisfied);
or


40




(f)
            any
      representation or warranty by the Lessee in any Operative Document to
      which the Lesee is a party (other than the Tax Indemnification Agreement)
      or in any certificate or document delivered to the Lessor or the Indenture
      Trustee pursuant to any Operative Document to which the Lessee is a party
      (other than the Tax Indemnification Agreement) shall have been materially
      incorrect when made and shall remain incorrect for 30 days after the
      Lessee's receipt of written notice thereof from the Lessor or the
      Indenture Trustee unless (i) such breach is curable and the Lessee is
      diligently attempting to cure such misrepresentation and (ii) such cure is
      completed within 270 days of receipt of such notice or the end of the
      Lease Term, if earlier;




19.
            ENFORCEMENT




19.1
            Remedies




Upon the
occurrence of any Lease Event of Default and at any time thereafter so long as
the same shall be continuing, the Lessor may, at its option, by notice to the
Lessee and the Indenture Trustee declare this Lease to be in default, and at any
time thereafter so long as a Lease Event of Default is continuing the Lessor may
exercise one or more of the following rights and remedies as the Lessor in its
sole discretion shall determine:




(a)
            the
      Lessor may, by notice to the Lessee, terminate this Lease as to some or
      all of the Properties as of the date specified in such notice; however,
      (A) no reletting, reentry or taking of possession of the Properties by the
      Lessor will be construed as an election on the Lessor's part to terminate
      this Lease unless a written notice of such intention is given to the
      Lessee, (B) notwithstanding any reletting, reentry or taking of
      possession, the Lessor may at any time thereafter elect to terminate this
      Lease for a continuing Lease Event of Default, and (C) no act or thing
      done by the Lessor or any of its agents, representatives or employees and
      no agreement accepting a surrender of the Properties shall be valid unless
      the same be made in writing and executed by the
  Lessor;




(b)
            the
      Lessor may (i) demand that the Lessee, and the Lessee shall upon the
      demand of the Lessor, return the Properties promptly to the Lessor in the
      manner and condition required by, and otherwise in accordance with all of
      the provisions of, Articles 9 and 12 hereof as if the Properties were
      being returned at the end of the Lease Term, and the Lessor shall not be
      liable for the reimbursement of the Lessee for any costs and expenses
      incurred by the Lessee in connection therewith and (ii) without prejudice
      to any other remedy which the Lessor may have for possession of the
      Properties, enter upon the Properties and take immediate possession of the
      Properties (to the exclusion of the Lessee) and expel or remove the Lessee
      and any other Person who may be occupying the Properties (except any
      sublessee under Senior Subleases subject to an applicable Subordination
      and Non-Disturbance Agreement), by summary proceedings or otherwise, all
      without liability to the Lessee for or by reason of such entry or taking
      of possession, whether for the restoration of damage to property caused by
      such taking or otherwise and, in addition to Lessor's other damages, the
      Lessee shall be responsible for the reasonably necessary costs and
      expenses of reletting, including brokers' fees, marketing costs, legal
      fees and the costs of any repairs made by Lessor.  The
      provisions of this Section 19.1(b) shall operate as a notice to quit and
      shall be deemed to satisfy any other requirement or provisions of
      Applicable Laws and Regulations which may require the Lessor to provide a
      notice to quit or of the Lessor's intention to reenter the Properties and
      any such requirements or provisions are hereby waived by the
      Lessee;


41




(c)
            the
      Lessor may sell all or any part of the Properties at public or private
      sale, as the Lessor may determine, free and clear of any rights of the
      Lessee and without any duty to account to the Lessee with respect to such
      action or inaction or any proceeds with respect thereto (except to the
      extent required by paragraph (f) below if the Lessor shall elect to
      exercise its rights thereunder) in which event the Lessee's obligation to
      pay Basic Rent hereunder for periods commencing after the date of such
      sale shall be terminated or proportionately reduced, as the case may be
      (except to the extent that Basic Rent is to be included in computations
      under paragraph (e) or (f) below if the Lessor shall elect to exercise its
      rights thereunder);




(d)
            to
      the extent permitted by Applicable Laws and Regulations, the Lessor may
      hold, keep idle or lease to others all or any part of the Properties as
      the Lessor in its sole discretion may determine, free and clear of any
      rights of the Lessee and without any duty to account to the Lessee with
      respect to such action or inaction or for any proceeds with respect to
      such action or inaction, except that the Lessee's obligation to pay Basic
      Rent from and after the occurrence of a Lease Event of Default shall be
      reduced by the net proceeds, if any, received by the Lessor from leasing
      the Properties previously leased to the Lessee to any Person other than
      the Lessee for the same periods or any portion
  thereof;




(e)
            the
      Lessor may, whether or not the Lessor shall have exercised or shall
      thereafter at any time exercise any of its rights under paragraph (b), (c)
      or (d) of this Article 19 with respect to one or more Properties, demand,
      by written notice to the Lessee, and specify a Stipulated Loss Value Date
      (the Final Payment
      Date) not earlier than 25 days after the date of such notice, that
      the Lessee pays to the Lessor, on the Final Payment Date, as liquidated
      damages for loss of a bargain and not as a penalty (the parties agreeing
      that the Lessor's actual damages would be difficult to predict, but the
      aforementioned liquidated damages represent a reasonable approximation of
      such amount) (in lieu of Basic Rent due after the Final Payment Date), an
      amount equal to the sum of (A) all Supplemental Rent then due and owing
      plus all accrued Basic Rent unpaid as of the Final Payment Date other
      than, in the case where the Lessee pays all or any portion of Stipulated
      Loss Value to the Lessor pursuant to clauses (i), (ii) or (iii) below, the
      Basic Rent installment due and payable in advance on such Stipulated Loss
      Value Date, plus (B) whichever of the following amounts the Lessor, in its
      sole discretion, shall specify in such notice (together with interest on
      such amount at the Overdue Rate from the Final Payment Date specified in
      such notice to the date of actual
payment):




(i)
            if
      a Property has not been sold, an amount equal to the excess, if any, of
      the Stipulated Loss Value of such Property, computed as of the Final
      Payment Date, over the Fair Market Sales Value of such Property as of the
      Final Payment Date (such Fair Market Sales Value to be determined by
      mutual agreement of the Lessor and the Lessee or if they cannot agree
      within 10 days after such notice by the Appraisal
    Procedure);




(ii)
            an
      amount equal to the excess, if any, of the Stipulated Loss Value of a
      Property computed as of the Final Payment Date over the present value of
      the Fair Market Rental Value of such Property for the balance of the
      useful life of such Property discounted at the Interest Rate (as adjusted
      for monthly compounding) (such Fair Market Rental Value to be determined
      by mutual agreement of the Lessor and the Lessee or if they cannot agree
      within 10 days of such notice by the Appraisal Procedure);
    or


42




(iii)
            the
      Stipulated Loss Value of a Property computed as of the Final Payment Date
      and upon payment of such amount, and the amount of any unpaid Rent
      referred to in Section 19.2, the Lessor shall convey to the Lessee all of
      the Lessor's  right, title and interest in and to such Property
      without recourse or warranty, but free and clear of Lessor's
      Liens;




(f)
            if
      the Lessor shall have sold a Property pursuant to paragraph (c) above, the
      Lessor, in lieu of exercising its rights under paragraph (e) above, may,
      if it shall so elect, demand that the Lessee pay to the Lessor, and the
      Lessee shall pay to the Lessor, on the date of such sale, as liquidated
      damages for loss of a bargain and not as a penalty (the parties agreeing
      that the Lessor's actual damages would be difficult to predict, but the
      aforementioned liquidated damages represent a reasonable approximation of
      such amount) (in lieu of Basic Rent due for periods commencing on or after
      the Stipulated Loss Value Date coinciding with such date of sale (or, if
      the sale date is not a Stipulated Loss Value Date, the Stipulated Loss
      Value Date next preceding the date of such sale)), an amount equal to the
      sum of (1) all accrued and unpaid Basic Rent as of such Stipulated Loss
      Value Date other than, in the case where the Lessee pays all or any
      portion of Stipulated Loss Value on such Stipulated Loss Value Date, the
      Basic Rent installment due and payable in advance on such Stipulated Loss
      Value Date, plus (2) the amount of any excess of the Stipulated Loss Value
      of such Property, computed as of such Stipulated Loss Value Date, over the
      net proceeds of such sale, together with interest at the Interest Rate on
      such excess from such Stipulated Loss Value Date to the date of sale, plus
      (3) all Supplemental Rent then due and owing under this Lease, plus (4)
      interest at the Overdue Rate on all of the foregoing amounts from the date
      of such sale until the date of
payment;




(g)
            the
      Lessor may exercise any other right or remedy that may be available to it
      under Applicable Laws and Regulations or in equity, or proceed by
      appropriate court action (legal or equitable) to enforce the terms hereof
      or to recover damages for the breach hereof.  Separate suits may
      be brought to collect any such damages for any period of this Lease, and
      such suits shall not in any manner prejudice the Lessor's right to collect
      any such damages for any subsequent period of this Lease, or the Lessor
      may defer any such suit until after the expiration of the Basic Term or
      the then current Renewal Term, in which event such suit shall be deemed
      not to have accrued until the expiration of the Basic Term, or the then
      current Renewal Term; or




(h)
            the
      Lessor may retain and apply against the Lessor's damages, all sums which
      the Lessor would, absent such Lease Event of Default, be required to pay
      to, or turn over to, the Lessee pursuant to the terms of this Lease,
      including, without limitation, any sums which the Lessor may be required
      to pay to the Lessee under Section
14.5.




19.2
            Survival
      of the Lessee's Obligations




No
termination of this Lease, in whole or in part, or repossession of any of the
Properties or exercise of any remedy under Section 19.1 shall, except as
specifically provided therein, relieve the Lessee of any of its liabilities and
obligations hereunder.  In addition, except as specifically provided
therein, the Lessee shall be liable, except as otherwise provided above, for any
and all unpaid Rent due hereunder before, after or during the exercise of any of
the foregoing remedies, including all reasonable legal fees and other costs and
expenses incurred by the Lessor, the Pass Through Trustee and the Indenture
Trustee by reason of the occurrence of any Lease Event of Default or the
exercise of the Lessor's remedies with respect thereto, and including all costs
and expenses incurred in connection with the return of the Properties in the
manner and condition required by, and otherwise in accordance with the
provisions of, Articles 9 and 12 hereof as if such Properties were being
returned at the end of the Lease Term.  At any sale of the Properties
or any part thereof or any other rights pursuant to Section 19.1, the Lessor,
the Owner Participant or the Indenture Trustee may bid for and purchase such
Properties.


43




19.3
            Remedies
      Cumulative; No Waiver; Consents




To the
extent permitted by, and subject to the mandatory requirements of, Applicable
Laws and Regulations, each and every right, power and remedy herein specifically
given to the Lessor or otherwise in this Lease shall be cumulative and shall be
in addition to every other right, power and remedy herein specifically given or
now or hereafter existing at law, in equity or by statute, and each and every
right, power and remedy whether specifically herein given or otherwise existing
may be exercised from time to time and as often and in such order as may be
deemed expedient by the Lessor, and the exercise or the beginning of the
exercise of any power or remedy shall not be construed to be a waiver of the
right to exercise at the same time or thereafter any right, power or
remedy.  No delay or omission by the Lessor in the exercise of any
right, power or remedy or in the pursuit of any remedy shall impair any such
right, power or remedy or be construed to be a waiver of any default on the part
of the Lessee or to be an acquiescence therein.  The Lessor's consent
to any request made by the Lessee shall not be deemed to constitute or preclude
the necessity for obtaining the Lessor's consent, in the future, to all similar
requests.  No express or implied waiver by the Lessor of any Lease
Event of Default shall in any way be, or be construed to be, a waiver of any
future or subsequent Lease Event of Default.




20.
            RIGHT
      TO PERFORM FOR THE LESSEE




If the
Lessee shall fail to perform or comply with any of its agreements contained
herein or in any other Operative Document to which the Lessee is a party, the
Lessor may, on five Business Days' (one Business Day's in the case of an
emergency) prior notice to the Lessee, but only if the Lessee is not diligently
attempting to cure such failure, perform or comply with such agreement, and the
Lessor shall not thereby be deemed to have waived any default caused by such
failure, and the amount of such payment and the amount of the expenses of the
Lessor (including reasonable attorney's fees and expenses) incurred in
connection with such payment or the performance of or compliance with such
agreement, as the case may be, together with interest thereon at the Overdue
Rate, shall be deemed Supplemental Rent, payable by the Lessee to the Lessor
upon demand.  The provisions set forth in the preceding sentence shall
not be construed as extending or modifying the cure periods otherwise provided
under Article 18 with respect to Lease Events of Default.




21.
            MISCELLANEOUS




21.1
            Binding
      Effect; Successors and Assigns;
Survival




The terms
and provisions of this Lease, and the respective rights and obligations
hereunder of the Lessor and the Lessee, shall be binding upon their respective
successors, legal representatives and assigns, and inure to the benefit of their
respective permitted successors and assigns, and the express rights hereunder of
the Indenture Trustee and the Pass Through Trustee shall inure (subject to such
conditions as are contained herein) to the benefit of their respective permitted
successors and assigns.  The obligations of the Lessee (a) under
Section 3.2 and (b) with respect to any Property or Properties terminated from
this Lease, where such obligations referenced in clause (a) or (b) were accrued
prior to the effectiveness of such termination, shall survive the termination of
this Lease.


44




21.2
            Quiet
      Enjoyment




The
Lessor covenants that it will not interfere in the Lessee's, and any permitted
sublessee's, respective peaceful and quiet enjoyment of the Properties hereunder
during the Lease Term, so long as no Lease Event of Default has occurred and is
continuing, but subject in all cases to Section 16.1; provided that the Lessor
shall have no responsibility for the actions of the Indenture Trustee, the Pass
Through Trustee or any Person claiming by, through or under either thereof or
for any defects in or exceptions to title to the Properties other than those
which are attributable to Lessor's Liens.




21.3
            Notices




Unless
otherwise specifically provided herein, all notices, consents, demands,
directions, approvals, instructions, requests and other communications required
or permitted by the terms hereof to be given to any Person shall be given as
provided in Section 12.3 of the Participation Agreement.




21.4
            Severability




Any
provision of this Lease that shall be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction, and the Lessee shall remain liable to perform its
obligations hereunder except to the extent of such
unenforceability.  To the extent permitted by Applicable Laws and
Regulations, the Lessee hereby waives any provision of law that renders any
provision hereof prohibited or unenforceable in any respect.




21.5
            Amendment;
      Complete Agreements




Neither
this Lease nor any of the terms hereof may be terminated, amended, supplemented,
waived or modified orally, but only by an instrument in writing signed by the
party against which the enforcement of the termination, amendment, supplement,
waiver or modification shall be sought.  This Lease, together with the
other Operative Documents, is intended by the parties as a final expression of
their lease agreement and as a complete and exclusive statement of the terms
thereof, all negotiations, considerations and representations between the
parties having been incorporated herein and therein.  No course of
prior dealings between the parties or their officers, employees, agents or
Affiliates shall be relevant or admissible to supplement, explain, or vary any
of the terms of this Lease or any other Operative
Document.  Acceptance of, or acquiescence in, a course of performance
rendered under this or any prior agreement between the parties or their
Affiliates shall not be relevant or admissible to determine the meaning of any
of the terms of this Lease or any other Operative Document.  No
representations, undertakings, or agreements have been made or relied upon in
the making of this Lease other than those specifically set forth in the
Operative Documents.


45




21.6
            Headings




The Table
of Contents and headings of the various Articles and Sections of this Lease are
for convenience of reference only and shall not modify, define or limit any of
the terms or provisions hereof.




21.7
            Counterparts




This
Lease may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same
instrument.




21.8
            Governing
      Law




This
Lease shall in all respects be governed by, and construed in accordance with,
the laws of the State of New York applicable to agreements made and to be
performed entirely within such State, 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 so apply to such
Property.




21.9
            Apportionments




Upon any
termination of this Lease as to a Property, (a) there shall be apportioned, as
of the date of such termination all items of income and expense, including but
not limited to, all rents (including water or sewer rents), real estate taxes,
assessments, insurance or other charges payable with respect to such Property;
(b) the Lessee shall transfer to Lessor all security deposits (whether cash or
other form of security) from any sublessee under Assigned Subleases, including
Senior Subleases, (c) all contracts pertaining to the operation of such Property
shall, at Lessor's option as to each such contract if it is assignable, be
assigned to Lessor and assumed by Lessor or its designee, (d) Lessee shall
undertake such other actions as are necessary or appropriate in connection with
the termination of this Lease and the transfer of possession of the Property to
Lessor, (e) the Lessee shall deliver to Lessor or its designee at least one
complete set of as-built plans for the Improvements in Lessee's or its managing
agent's possession and (f) the Lessee shall deliver to Lessor copies or
originals of all books and records in Lessee's or its managing agent's
possession pertaining to the operation of the Property.




21.10
            Discharge
      of the Lessee's Obligations by its
Sublessees




The
Lessor agrees that performance by any sublessee of the Lessee's obligations
hereunder shall constitute performance by the Lessee of such obligations to the
same extent and with the same effect hereunder as if such obligations were
performed by the Lessee.


46




21.11
            Nature
      of Lessor's Obligations




Trust
Company and the Co-Trustee are each parties to this Agreement solely in their
respective capacities as trustee under the Trust Agreement (1997-D) and not in
their individual capacities (except as expressly stated therein) and in no case
shall Owner Participant, Trust Company or Co-Trustee (or any entity acting as
successor trustee under the Trust Agreement (1997-D)) be personally liable for
or on account of any of the statements, representations, warranties, covenants
or obligations stated to be those of Lessor hereunder, all such liability, if
any, being expressly waived by the parties hereto and any Person claiming by,
through, or under any such party; provided, however, that Trust
Company (or any such successor trustee) shall be personally liable hereunder for
its own gross negligence or willful misconduct and for its breach of its
covenants, representations and warranties contained herein, to the extent
covenanted or made in its individual capacity.




21.12
            Estoppel
      Certificates




Each
party hereto agrees that at any time and from time to time during the Lease
Term, it will promptly, but in no event later than thirty (30) days after
request by the other party hereto, execute, acknowledge and deliver to such
other party or to any prospective purchaser (if such prospective purchaser has
signed a purchase agreement, commitment or letter of intent to purchase the
Properties or any part thereof), assignee or mortgagee or third party designated
by such other party, a certificate stating (a) that this Lease is unmodified and
in full force and effect (or if there have been modifications, that this Lease
is in full force and effect as modified, and identifying the modification
agreements); (b) the date to which Basic Rent has been paid; (c) whether or not
there is any existing default by the Lessee in the payment of Basic Rent or any
other sum of money hereunder, and whether or not, to the knowledge of the
signer, there is any other existing default by either party with respect to
which a notice of default has been served, and, if there is any such default,
specifying the nature and extent thereof; (d) whether or not, to the knowledge
of the signer, there are any setoffs, defenses or counterclaims against
enforcement of the obligations to be performed hereunder existing in favor of
the party executing such certificate and (e) other items that may be reasonably
requested; provided that no such
certificate may be requested unless the requesting party has a good faith reason
for such request.




21.13
            Granting
      of Easements




If no
Lease Event of Default has occurred and is continuing, the Lessor will join with
the Lessee from time to time at the request of the Lessee (at the Lessee's sole
cost and expense) to (a) subject to the terms of Sections 14.3 and 14.6, sell,
assign, convey or otherwise transfer an interest in the Properties to any Person
legally empowered to take such interest under the power of eminent domain, (b)
grant easements, licenses, rights of way and other rights and privileges in the
nature of easements, (c) release existing easements and appurtenances affecting
the Properties, (d) subject to the terms of Sections 14.3 and 14.6, dedicate or
transfer unimproved portions of the Properties for road, highway or other public
purposes, (e) execute petitions to have the Properties annexed to any municipal
corporation or utility district, (f) execute amendments to any covenants and
restrictions affecting the Properties and (g) execute and deliver any
instrument, in form and substance reasonably acceptable to the Lessor, necessary
or appropriate to make or confirm such grants or releases to any Person, with or
without consideration, but in all cases only if (1) the Lessor and the Indenture
Trustee shall have received, together with the request from the Lessee to make
such grant or release, (x) an Officer's Certificate of the Lessee stating that
such grant or release does not interfere with the continued use of the
Properties pursuant to this Lease and does not reduce the Fair Market Sales
Value of the Properties except to a de minimis extent, and (y) an Officer's
Certificate of the Lessee stating the consideration, if any, and that such
consideration being paid for said sale, grant, easement, license, release, right
of way, petition, amendment or other such instruments described in this
paragraph, is in the opinion of the Lessee fair and adequate (such
consideration, to the extent in the form of cash and/or tangible property, to be
shared by the Lessor and the Lessee in proportion to their respective interests
in the affected Properties) and (z) a duly authorized and binding undertaking of
the Lessee, in form and substance reasonably satisfactory to the Lessor, to
remain obligated under this Lease as though such easement, license, right-of-way
or other right or privilege has not been granted or released, and to perform all
obligations of the Lessor, grantor or party effecting the release or granting
such easement or other interest under such instrument of grant or release during
the Lease Term and (2) the statements in the certificates described in the
preceding clauses (x) and (y) are accurate.  Notwithstanding the
foregoing, the Lessor shall not be required to grant to any Person an easement
allowing access to and/or through any portion of the Properties the term of
which exceeds the Lease Term; provided that this
sentence shall not be construed to limit the rights of the Lessee to remove
Severable Improvements and Alterations within a reasonable time beyond the Lease
Term as provided in Article 12.


47




21.14
            No
      Joint Venture




Any
intention to create a joint venture or partnership relation between the Lessor
and the Lessee, is hereby expressly disclaimed.




21.15
            No
      Accord and Satisfaction




The
acceptance by the Lessor of any sums from the Lessee (whether as Basic Rent or
otherwise) in amounts which are less than the amounts due and payable by the
Lessee hereunder is not intended, nor shall be construed, to constitute an
accord and satisfaction of any dispute between the Lessor and the Lessee
regarding sums due and payable by the Lessee hereunder, unless the Lessor
specifically deems it as such in writing.




21.16
            No
      Merger




In no
event shall the leasehold interest, estate or right of the Lessee hereunder, or
of the Holder of any Notes secured by a security interest in this Lease, merge
with any interests, estates or rights of the Lessor in or to the Properties, it
being understood that such lease hold interest, estate and right of the Lessee
hereunder, and of the Holder of any Notes secured by a security interest in this
Lease, shall each be deemed to be separate and distinct from the Lessor's
interests, estates and rights in or to the Properties, notwithstanding that any
such interests, estates or rights shall at any time or times be held by or
vested in the same Person; provided, however, that if all of such interests,
estates or rights at any time shall be held by or vested in one Person, such
Person may at its option effect a merger of such interests by written instrument
clearly and specifically evidencing such intention.




21.17
            Investment
      of Funds




Any
moneys held by the Lessor or the Indenture Trustee as security hereunder (to the
extent not applied against the Lessee's obligations under the Operative
Documents to which the Lessee is a party) at a time when a Lease Event of
Default or Special Default exists shall, until paid to the Lessee or so applied,
be invested by the Lessor in Permitted Investments, at the Lessee's risk and
expense.  All such amounts, including any gain (including interest
received) realized as a result of any such investment (net of any fees, Taxes,
commissions and other expenses, if any, incurred in connection with such
investment) shall be reinvested, applied or paid over to the Lessee, at its
direction, upon the Lessee's cure of its Lease Event of Default or Special
Default.


48




21.18
            True
      Lease




This
Lease is intended as, and shall constitute, an agreement of lease, and nothing
herein shall be construed as conveying to the Lessee any right, title or
interest in or to the Properties, except as a lessee.




21.19
            Radon
      Disclosure




Lessee is
hereby advised that radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks
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 and radon testing may
be obtained from your county public health unit.  The foregoing
disclosure is provided to comply with Florida law, is for informational purposes
only and does not create any contingency or any representation, warranty or
obligation of Lessor.


49




IN WITNESS WHEREOF, the
undersigned have each caused this Lease Agreement to be duly executed and
delivered and their corporate seals to be hereunto affixed and attested by their
respective officers thereunto duly authorized as of the day and year first above
written.




SIGNED,
      SEALED AND
                                      DELIVERED
      IN THE PRESENCE OF:
                                    
                                    U.S.
      BANK NATIONAL ASSOCIATION,not
      in its individual capacity, but solely as successor Owner Trustee to State
      Street Bank and Trust Company of Connecticut, National Association, under
      the Amended and Restated Trust Agreement (1997-D) dated as of May 23,
      2003, as Lessor in states other than the Co-Trustee States and with the
      Co-Trustee, as applicable in the Co-Trustee States, as
    LessorBy:Name:
                                    
                                    Name:Title:Name:PATRICK
      E. THEBADO, not in his individual capacity, but solely as successor
      Co-Trustee to Dori Anne
      Seakas, as successor Co-Trustee to Traci Hopkins,under the Amended
      and Restated Trust Agreement (1997-D) dated as of May 23, 2003, with the
      Owner Trustee as applicable in the Co-Trustee States, as
      LessorBy:Name:
                                    
                                    Name:Title:Name:BANK
      OF AMERICA, N.A.
                                      as
      LesseeBy:Name:
                                    
                                    Name:  Michael
      F. HordTitle:
      Associate General CounselName:




50




*           Receipt
of this original Counterpart No. 1 of the foregoing Lease Agreement is
hereby  acknowledged on ____ day of May, 2003.




WELLS
      FARGO BANK NORTHWEST,
                      NATIONAL
      ASSOCIATION
                      as
      Indenture TrusteeBy:Name:
                    
                    Name:Title:Name:




*
            This
      language contained in
              original
      Counterpart No. 1 only




51


LEASE
AGREEMENT


(FMV)




BETWEEN




FIRST
STATES [ENTITY TO BE NAMED], LLC (“LANDLORD”)




AND




BANK
OF AMERICA, N.A. (“TENANT”)





Dated:
___________, 20__









TABLE OF CONTENTS





PageARTICLE
      I
                          
                          BASIC
      LEASE INFORMATION, LEASED PREMISES, TERM, AND USE
                          
                          11.1
                          
                          Basic
      Lease Information; Definitions
                          
                          11.2
                          
                          Leased
      Premises
                          
                          121.3
                          
                          Term
                          
                          121.4
                          
                          Options
      to Renew; Special Notice of Non-Renewal
                          
                          131.5
                          
                          Use
                          
                          151.6
                          
                          Survival
                          
                          15ARTICLE
      II
                          
                          RENTAL
      AND OPERATING EXPENSES
                          
                          152.1
                          
                          Rental
      Payments
                          
                          152.2
                          
                          Operating
      Expenses
                          
                          192.3
                          
                          Real
      Estate Taxes
                          
                          252.4
                          
                          Budget;
      Audit Rights
                          
                          26ARTICLE
      III
                          
                          BUILDING
      SERVICES, IDENTITY, SIGNAGE, AND MANAGEMENT
                          
                          283.1
                          
                          Building
      Standard and Above Standard Services
                          
                          283.2
                          
                          Keys
      and Locks
                          
                          323.3
                          
                          Graphics
      and Building Directory
                          
                          323.4
                          
                          Building
      Identity; Signage; Exclusivity
                          
                          333.5
                          
                          Communications
      Equipment
                          
                          353.6
                          
                          Building
      Management
                          
                          36ARTICLE
      IV
                          
                          CARE
      OF PREMISES; LAWS, RULES AND REGULATIONS
                          
                          374.1
                          
                          Care
      of Leased Premises
                          
                          374.2
                          
                          Access
      of Landlord to Leased Premises
                          
                          374.3
                          
                          Nuisance
                          
                          384.4
                          
                          Laws
      and Regulations; Rules of Building
                          
                          384.5
                          
                          Legal
      Use and Violations of Insurance Coverage
                          
                          394.6
                          
                          Environmental
      Laws
                          
                          39ARTICLE
      V
                          
                          LEASEHOLD
      IMPROVEMENTS AND REPAIRS
                          
                          405.1
                          
                          Leasehold
      Improvements
                          
                          405.2
                          
                          Alterations
                          
                          40




i




TABLE
OF CONTENTS


(continued)





Page5.3
                    
                    Non-Removable
      Improvements
                    
                    405.4
                    
                    Mechanics
      Liens
                    
                    415.5
                    
                    Repairs
      by Landlord
                    
                    425.6
                    
                    Repairs
      by Tenant
                    
                    425.7
                    
                    Demising
      Work
                    
                    435.8
                    
                    Art
                    
                    44ARTICLE
      VI
                    
                    CONDEMNATION,
      CASUALTY AND INSURANCE
                    
                    456.1
                    
                    Condemnation
                    
                    456.2
                    
                    Damages
      from Certain Causes
                    
                    466.3
                    
                    Casualty
      Clause
                    
                    466.4
                    
                    Property
      Insurance
                    
                    486.5
                    
                    Liability
      Insurance
                    
                    486.6
                    
                    General
      Indemnification
                    
                    486.7
                    
                    WAIVER
      OF RECOVERY
                    
                    51ARTICLE
      VII
                    
                    DEFAULTS,
      REMEDIES, BANKRUPTCY, SUBORDINATION
                    
                    527.1
                    
                    Default
      and Remedies
                    
                    527.2
                    
                    Insolvency
      or Bankruptcy
                    
                    557.3
                    
                    Negation
      of Lien for Rent
                    
                    557.4
                    
                    Attorney’s
      Fees
                    
                    557.5
                    
                    No
      Waiver of Rights
                    
                    557.6
                    
                    Holding
      Over
                    
                    567.7
                    
                    Subordination
                    
                    577.8
                    
                    Estoppel
      Certificate
                    
                    577.9
                    
                    Subsequent
      Documents
                    
                    577.10
                    
                    Interest
      Holder Privileges
                    
                    58ARTICLE
      VIII
                    
                    SUBLEASING,
      ASSIGNMENT, LIABILITY, AND CONSENTS
                    
                    588.1
                    
                    Sublease
      or Assignment by Tenant
                    
                    588.2
                    
                    Transfer
      by Landlord
                    
                    61ARTICLE
      IX
                    
                    TERMINATION
      RIGHTS
                    
                    62ARTICLE
      X
                    
                    PURCHASE
      RIGHTS
                    
                    62




ii




TABLE
OF CONTENTS


(continued)





Page10.1
                    
                    Rights
      of First Offer
                    
                    6210.2
                    
                    Purchase
      and Transfer of Offered Asset
                    
                    62ARTICLE
      XI
                    
                    [INTENTIONALLY
      OMITTED]
                    
                    62ARTICLE
      XII
                    
                    [INTENTIONALLY
      OMITTED]
                    
                    62ARTICLE
      XIII
                    
                    [INTENTIONALLY
      OMITTED]
                    
                    62ARTICLE
      XIV
                    
                    MISCELLANEOUS
                    
                    6314.1
                    
                    Notices
                    
                    6314.2
                    
                    Brokers
                    
                    6314.3
                    
                    Binding
      on Successors
                    
                    6314.4
                    
                    Rights
      and Remedies Cumulative
                    
                    6314.5
                    
                    Governing
      Law
                    
                    6314.6
                    
                    Rules
      of Construction
                    
                    6414.7
                    
                    Authority
      and Qualification
                    
                    6414.8
                    
                    Severability
                    
                    6414.9
                    
                    Quiet
      Enjoyment
                    
                    6414.10
                    
                    Limitation
      of Personal Liability
                    
                    6414.11
                    
                    Memorandum
      of Lease
                    
                    6414.12
                    
                    Consents
                    
                    6414.13
                    
                    Time
      of the Essence
                    
                    6514.14
                    
                    Amendments
                    
                    6514.15
                    
                    Entirety
                    
                    6514.16
                    
                    References
                    
                    6514.17
                    
                    Counterpart
      Execution
                    
                    6514.18
                    
                    No
      Partnership
                    
                    6514.19
                    
                    Captions
                    
                    6514.20
                    
                    Required
      Radon Notice
                    
                    6514.21
                    
                    Changes
      to Project by Landlord
                    
                    6514.22
                    
                    Storage
      Space
                    
                    6614.23
                    
                    Radon
      Disclosure
                    
                    6614.24
                    
                    WAIVER
      OF JURY TRIAL
                    
                    66




iii




EXHIBITS
AND SCHEDULES




Exhibit
      A
                
                Leased
      Premises, Building NRA, Leased Premises NRA, Tenant Occupancy
      PercentagesExhibit
      B
                
                Janitorial
      SpecificationsExhibit
      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 AgreementSchedule
      1
                
                Description
      of Tenant’s ArtSchedule
      2
                
                Existing
      Ground Lease or
Mortgage




iv




LEASE
AGREEMENT




THIS
LEASE AGREEMENT (this “Lease”) is made and
entered into as of ___________, _____, by and
between FIRST STATES [ENTITY TO BE NAMED], LLC, a Delaware limited liability
company (hereinafter called “Landlord”), and BANK
OF AMERICA, N.A., a national banking association (hereinafter called “Tenant”).




BACKGROUND




WHEREAS,
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION (as
“Landlord”) and Tenant (as “Tenant”) are parties to a certain Amended and
Restated Lease Agreement dated May 23, 2003 (“Original Lease”) pursuant to which
Landlord has leased to Tenant certain properties, including the Project (as
hereinafter defined); and




WHEREAS,
Tenant has elected to exercise its option under Section 6.1 of the Original
Lease to terminate its rights in and to the Project as stated in the Original
Lease and to instead lease from Landlord only the Leased Premises (as
hereinafter defined), which form a part of the Project.




NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto intending to be legally bound hereby, agree as
follows:




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:
                  _______________,
      _____.Expiration
      Date:
                  [term
      of between 5 and 10 years, at Tenant’s election]Initial
      Term:
                  Commencing
      on [________________] [20__], and, unless sooner terminated as herein
      provided, ending on June 10, 2022.Leased
      Premises:
                  That
      portion of the Project identified in Exhibit A being
      demised and leased to Tenant hereunder.Landlord’s
      Address for
                    Notices:
                  [                                           ]
                    c/o
      First States Group, L.P.
                    1725
      The Fairway
                    Jenkintown,
      PA 19046
                    Attention:  Nicholas
      S. Schorsch, President and CEO
                    Fax
      Number:  (215)
887-2585









with a copy to:
                        [                                           ]
                          c/o
      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)
      786-4405Interest
      Holder’s Address for Notices:
                        __________________________
                          __________________________
                          __________________________
                          __________________________with a copy to:
                        __________________________
                          __________________________
                          __________________________
                          __________________________




(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:




2




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




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




“After-Tax Basis”
shall mean, with respect to any payment received or accrued by any Indemnitee,
the amount sufficient to hold such Indemnitee harmless from all Taxes actually
required to be paid with respect to the receipt or accrual of such payment and
such amount, including interest and penalties in connection therewith, and after
taking into account any deductions to which such Indemnitee is entitled as a
result of the payment of such Taxes or the event or circumstance giving rise to
such payment; provided that for purposes of this definition, it shall be assumed
that Landlord is subject to United States federal income tax at the highest
marginal corporate income tax rate then in effect and to state and local income
taxes at the actual composite state and local income tax rate applicable for the
relevant tax year to Landlord (as certified by Landlord).




“Annual Basic Rent”
shall mean the annual basic rent payable by Tenant for the Leased Premises,
which Annual Basic Rent shall be calculated and paid as herein
provided.




“Applicable Rate”
shall mean an annual rate of interest equal to the lesser of (i) 9.44% 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 Project, who shall be associated with a nationally-recognized real estate
services firm offering appraisal services, with local offices in the region
where the subject Project 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).




3




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




“ATM” shall mean
automated teller machine.




“Award” shall have the
meaning assigned to such term in Section
13.2




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




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




“Building” shall mean
the building identified on Exhibit A in which
the Leased Premises are located.




“Building Operating
Hours” shall mean 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.




“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 materials of the type, quality and quantity generally used throughout
the Building and in Comparable Buildings.




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




“Business Day” means
any day other than a Saturday, Sunday or Holiday.




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




“Claims” shall mean
liabilities, obligations, damages, losses, demands, penalties, fines, claims,
actions, suits, judgments, settlements, utility charges, costs, expenses and
disbursements (including, without limitation, reasonable legal fees and expenses
and costs of investigation) of any kind and nature whatsoever, including without
limitation any Environmental Claims.




“Code” shall mean the
Internal Revenue Code of 1986, as amended and in effect on the Closing
Date.




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




“Common Areas” shall
have the meaning assigned to such term in Section
1.2.




4




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




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




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




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




“Demising Work” shall
mean the construction by Tenant, as a result of the creation of Surrendered
Premises, 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 Common
Areas, facilities and systems necessary for the general office use of the
Surrendered Premises, including, without limitation, 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 Common Areas, facilities or systems,
Tenant may construct replacements for 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 Project 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.




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




“Environmental Claim”
shall mean any investigation, notice, demand, allegation, action, suit,
injunction, judgment, order, consent decree, penalty, fine, lien (or other
restriction on transferability of the Leased Premises, the Building or the
Project), proceeding, or claim (whether administrative, judicial, or private in
nature) arising (a) pursuant to or in connection with any Release or actual or
alleged violation of any Environmental Law, or (b) in connection with any
Hazardous Material, from any abatement, removal, remedial, corrective, or other
response action in connection with a Hazardous Material or arising under any
Environmental Law, or any actual or alleged damage, injury, threat, or harm to
health, safety, natural resources, or the environment.




5




“Environmental
Damages” shall mean any and all losses, liabilities, judgments, decrees,
fines, penalties, damages, obligations, expenses, amounts paid in settlement and
investigation and costs and charges of any kind, including but not limited to,
attorney's and investigation fees, relating in any way what-so-ever to, or
arising, either directly or indirectly, from (a) any Release or threat of
Release of any Hazardous Material or the presence of any Hazardous Materials in
the soil or groundwater at the Building or the Project, regardless of when or
how discovered; (b) the violation of any Environmental Law at the Leased
Premises, the Building or the Project; or (c) any Environmental Claim in
connection with the Leased Premises, the Building or the Project, unless such
Release or threat of Release, violation of Environmental Law, or Environmental
Claim arises from a Hazardous Material present solely as a result of the gross
negligence or willful misconduct of the Landlord.




“Environmental Law”
shall mean (a) any federal, state or local law or regulation in force prior to
and during the Term hereof (or in force after the Lease is in effect but
applicable to the Tenant’s conduct during the Term) relating to the handling,
use, control, management, treatment, storage, disposal, Release or threat of
Release of any Hazardous Material, including without limitation, the federal
Comprehensive Environmental Response, Compensation, and Liability Act
(“CERCLA”), 42 U.S.C. §§ 9601 et seq., the federal Resource Conservation and
Recovery Act (“RCRA”), 42 U.S.C. §§ 6901 et seq., the federal Water Pollution
Control Act (“CWA”), 33 U.S.C. §§ 1251 et seq., the federal Clean Air Act
(“CAA”), 42 U.S.C. §§ 7401 et seq., the Toxic Substances Control Act (“TSCA”), 7
U.S.C. §§ 136 et seq., the Safe Drinking Water Act (“SDWA”), 42 U.S.C. §§ 300f
et seq., the Occupational Safety and Health Act of 1970 (the “OSH Act”), 29
U.S.C. §§ 651 et seq., all regulations promulgated thereunder and any similar
state or local laws, rules or regulations, and (b) any and all requirements
arising under applicable present and future federal, state or local laws,
statutes, common law, rules, ordinances, codes, orders, licenses, permits,
approvals, plans, authorizations, concessions, or the like, and all applicable
judicial, administrative, and regulatory decrees, judgments, and orders in force
prior to and during the Term (or in force after the Lease is in effect but
applicable to the Tenant’s conduct during the Term) relating to the protection
of human health or the environment, including without limitation:  (i)
any and all requirements pertaining to reporting, licensing, authorizing,
approving, permitting, investigating, and remediating emissions, discharges,
releases, or threat of releases of any Hazardous Material into the indoor or
outdoor air, surface water, groundwater, or land, or otherwise into the
environment, or relating to the manufacture, operation, processing,
distribution, use, treatment, storage, disposal, transport, handling or
management of any Hazardous Material; and (ii) any and all requirements
pertaining to the protection of the health and safety of employees or the public
and/or the environment.




“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).




“Facility Manager”
shall have the meaning assigned to such term in Section
3.6.




6




“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 the Leased
Premises, 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) 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.




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




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




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




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




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




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




“Gross Revenue” shall
mean all gross income generated in connection with the Project, including,
without limitation, basic rents, additional rents and other charges collected
from Tenant and other tenants or occupants of the Project 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
Project, (iii) proceeds from the sale or refinancing of the Project, (iv)
insurance proceeds or dividends received from any insurance policies pertaining
to physical loss or damage to the Project, (v) condemnation awards or payments
received in lieu of condemnation of the Project, 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 Project.




7




“Hazardous Materials”
shall mean any substance or material:  (a) the presence of which
requires investigation or remediation under any Environmental Law; (b) which is
or becomes regulated prior to and during the Term (or in force after the Lease
is in effect but applicable to the Tenant’s conduct during the Term) by any
Governmental Authority, including without limitation, any substance or waste
material which is defined or listed as a “hazardous waste,” “extremely hazardous
waste,” “restricted hazardous waste,” “industrial waste,” “hazardous substance,”
“solid waste,” “hazardous material,” “pollutant” or “contaminant” under any
Environmental Law; (c) which contains gasoline, diesel fuel or other petroleum
hydrocarbons or a petroleum derivative; (d) which contains polychlorinated
biphenyls (“PCBs”), asbestos or urea formaldehyde; or (e) which is explosive,
corrosive, flammable, infectious, radioactive, toxic, carcinogenic, mutagenic or
otherwise hazardous.




“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
Project 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.




“Land” shall mean all
of the parcels of land identified on Exhibit A on which
the Building, Common Areas, Parking Areas and other elements of the Project 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 Transfer”
shall the meaning assigned to such term in Section
8.2.




“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).




8




“Lease Year” means a
period of one (1) year; provided that the first Lease Year shall commence on the
Commencement Date and shall end on [__________, 200[__]]; 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.




“Legal Requirements”
means any law, statute, ordinance, order, rule, regulation or requirement of a
Governmental Authority, including, without limitation, Environmental
Laws.




“MAI” means Member of
the Appraisal Institute.




“Maximum Term” shall
have the meaning assigned to such term in Section
1.4(f).




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




“Net Rentable Area”
shall mean, as applicable, the net rentable areas of the Leased Premises and the
Building, determined in conformity with the Measurement Standard.  The
Net Rentable Area of the Leased Premises and the Building is as specified in
Exhibit
A.




“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 a fraction, expressed as a percentage, the numerator of which is the
Net Rentable Area of the Leased Premises and the denominator of which is Net
Rentable Area of the Building, all as set forth on Exhibit Ahereto.




“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).




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




“Parking Areas” shall
mean the exclusive and non-exclusive parking areas and facilities for the
Project, if any, as indicated on Exhibit A, 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.




9




“Person” shall mean an
individual, corporation, partnership, joint venture, limited liability company,
association, joint–stock company, trust, nonincorporated organization or
government or any agency or political subdivision thereof.




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




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




“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).




“Project” means the
Land, the Building, the Common Areas, including, without limitation, the Parking
Areas, and any and all additional improvements now or hereafter located on the
Land that serve the Building, the Common Areas, including, without limitation,
the Parking Areas or the tenants of the Building generally.




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




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




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




“Release” shall mean
any spilling, leaking, seeping, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, or disposing into, upon or
under any land, water or air, or otherwise into the indoor or outdoor
environment as further defined under applicable Environmental Law.




“Remedial Work” means
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.




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




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




“Rent” means Annual
Basic Rent and Additional Rent.




10




“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 Tenant’s long-term senior
unsecured debt obligations are rated at least BBB (or its equivalent) by Duff
& Phelps and Baa2 (or its equivalent) by Moody’s at of that date; provided
that if Tenant is rated by only one of Duff & Phelps or Moody’s, such
obligations shall have such rating from Duff & Phelps or Moody’s, as the
case may be, and a comparable rating from one of Fitch Investors Service,
S&P or another nationally-recognized rating agency.




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




“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 have the meaning assigned to such term in Section
5.7(a).




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




“Taxes” shall mean any
and all present or future liabilities, losses, expenses and costs of any kind
whatsoever that are fees (including without limitation, license fees,
documentation fees and registration fees), taxes (including without limitation,
income, gross or net income, gross or net receipts, sales, use, value added,
franchise, business, transfer, capital property (tangible and intangible),
municipal assessments, excise and stamp taxes), levies, imposts, duties,
charges, assessments or withholdings, together with any penalties, fines or
interest thereon or addition thereto, (any of the foregoing being referred to
herein individually as a “Tax”), imposed by any
foreign or any United States Federal, state or local taxing
authority.




“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 Managed
Project” 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).




11




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




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




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




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




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 Leased Premises are
described in Exhibit
A hereto.  Tenant shall be entitled to the following as
appurtenances to the Leased Premises: the right to use (a) the Parking Areas, if
any, identified on Exhibit A, (b) for
Tenant’s non-exclusive use, the roof of the Building in accordance with Section
3.5 hereof, (c) for Tenant’s exclusive use, the restrooms, telephone, electric
and other utility closets on floors leased entirely by Tenant; and (d) for use
in common with Landlord and other tenants or occupants of the Project, their
invitees and guests and others as designated by Landlord from time to time, all
areas, facilities and systems, including risers, telephone, electric and other
utility closets in the Building and other portions of the Projects available
from time to time for the common use of tenants in the Building (all such areas,
facilities and systems, together with all areas, facilities and systems
denominated as “Building Common Areas” and “Floor Common Areas” in the
Measurement Standard, the “Common Areas”) and
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
hereof including, but not limited to, 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 but
not limited to the non-exclusive right to use any walkways, tunnels, and
skywalks connected to the Project.




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 Building for the conduct
of Tenant’s business, and Tenant waives (a) any implied warranty that the Leased
Premises or the Building 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 Building is 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 Building or any limitation on their respective uses.




12




1.4         Options to
Renew.




(a)           So
long as no event of default shall have occurred and be continuing at the time(s)
Tenant elects in writing to exercise its renewal options hereunder and at the
commencement of the applicable Renewal Term, and subject to the conditions
hereinafter set forth, Tenant is hereby granted options (individually, a “Renewal Option” and,
collectively, the “Renewal Options”) to
renew the Term of this Lease with respect to the Leased Premises or a portion
thereof, but in no event other than one or more full floors of the Building (as
applicable, the “Renewal Premises”)
for up to three (3) successive periods five (5) years each, and thereafter for
successive periods of not fewer than five (5) and not more than ten (10) years
each (each, a “Renewal
Term,” and collectively, the “Renewal Terms”);
provided that the Term of this Lease (inclusive of all Renewal Terms) shall not
extend beyond the useful life of the Building as determined by the appraisal
procedure described below at the time of the renewal.




(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.




(c)           The
Annual Basic Rent to be paid by Tenant for the Renewal Premises during a Renewal
Term (“Renewal Rent”) shall equal the Fair Market Rental Value of the Renewal
Premises, as determined by the parties, or in the absence of their agreement,
determined by appraisal as set forth below.




(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 and Renewal Rent for the Renewal Premises for 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 and Renewal Rent 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 Renewal Rent during the Renewal Term shall be
determined as specified in Sections 1.4(d) 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 Renewal Rent for the
applicable Renewal Term will remain fixed for such Renewal Term, and be paid
monthly in advance.


13


(e)           If
Landlord and Tenant are unable to reach a definitive agreement as to the Fair
Market Rental Value and Renewal Rent for the 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
Appraiser as required under the Lease and will be deemed to have waived certain
rights granted to it under the Lease unless it selects an Appraiser within five
(5) business days, the Fair Market Rental Value will be determined by the
Appraiser engaged by the other party.  Each Appraiser shall prepare an
appraisal report and submit it to both Landlord and Tenant within thirty (30)
days following the date on which the last Appraiser was selected.  If
the higher of the two appraisals of Fair Market Rental Value does not exceed one
hundred five percent (105%) of the lower of the two appraisals of Fair Market
Rental Value, then the average of the two (2) appraisals shall be the Fair
Market Rental Value for the Renewal 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
shall be used by the parties to establish the Renewal Rent for the ensuing
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 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 Sections 1.4(d)
and (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 shall be upon the same terms and conditions of this Lease, except (i) the
Renewal Rent 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 Renewal 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
Renewal Rent for the Renewal Term will remain fixed for such Renewal Term, and
be paid monthly in advance.


14




(f) 
          INTENTIONALLY
OMITTED.




(g)           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 in conformity with the
requirements of Section 1.4(b) shall
render the upcoming and all subsequent Renewal Options for the Leased Premises,
if there be any, null and void.




1.5         Use.  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, without
limitation, 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) any
lawful purpose for which such Leased Premises were used on the Commencement
Date.  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, without limitation, 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 in conformity with
the provisions of this Lease, in equal monthly installments on the first day of
each calendar month during the Term, in advance, and throughout the entire Term,
Tenant’s Operating Expense Share, Tenant’s Tax Share and Above Standard Services
Rent shall be due and payable in accordance with Sections 2.2, 2.3 and 3.1,
respectively.  Unless otherwise specified herein, throughout the
entire Term hereof, Above Standard Services Rent shall be payable twenty (20)
days following Landlord’s submission to Tenant of an invoice
therefor.


15




(i)           Annual
Basic Rent to be paid by Tenant for the Initial Term hereof shall equal the Fair
Market Rental Value of the Leased Premises, as determined by the parties, or in
the absence of their agreement, determined by appraisal as set forth
below.




(ii)           Not
later than ten (10) days following the execution of this Lease, if the Annual
Basic Rent for the Initial Term shall not have theretofore been agreed in
writing by the parties, Landlord shall deliver to Tenant a proposal setting
forth Landlord’s determination of the Fair Market Rental Value.  For
thirty (30) days thereafter, Landlord and Tenant shall negotiate in good faith
to reach agreement as to the Fair Market Rental Value.




(iii)          If
Landlord and Tenant are unable to reach a definitive agreement as to the Fair
Market Rental Value within thirty (30) days following the execution of this
Lease, the Fair Market Rental Value will be submitted for resolution in
accordance with the provisions of this Section
2.1(a)(iii).  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 Fair Market Rental Value determined by
appraisal, Landlord and Tenant shall each select and engage an Appraiser to
determine the Fair Market Rental Value.  If either party fails to
select and engage an Appraiser within such time, if such failure continues for
more than five (5) business days following such party’s receipt of written
notice that states in all capital letters (or other prominent display) that such
party has failed to select an Appraiser as required under the Lease and will be
deemed to have waived certain rights granted to it under the Lease unless it
selects an Appraiser within five (5) business days, the Fair Market Rental Value
will be determined by the Appraiser engaged by the other party.  Each
Appraiser shall prepare an appraisal report and submit it to both Landlord and
Tenant within thirty (30) days following the date on which the last Appraiser
was selected.  If the higher of the two appraisals of Fair Market
Rental Value does not exceed one hundred five percent (105%) of the lower of the
two appraisals of Fair Market Rental Value, then the average of the two (2)
appraisals shall be the Fair Market Rental Value for the Leased Premises and
shall establish the Annual Basic Rent for the Initial Term.  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 shall be used by the parties to establish the Annual Basic Rent
for the Initial 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, assuming that such
space will be leased on an “AS-IS” basis.


16


Within
ten (10) days following the determination of the Fair Market Rental Value,
Tenant shall elect one (1) of the following options: (A) to revoke its exercise
under Section 3.1(c) of the Original Lese to terminate the Original Lease as to
the Leased Premises, in which event the Term of this Lease shall terminate
automatically, without further action of Landlord or Tenant, or (B) proceed to
lease the Leased Premises from Landlord pursuant to this Lease at the Annual
Basic Rent determined in accordance with this Section
2.1(a)(iii).  If Tenant fails to exercise either of the
foregoing options within the ten (10) day period, and in any event by that date
which is one hundred twenty (120) days next following Tenant’s notice of
termination under Section 3.1(c) of the Original Lease, Tenant shall be deemed
to have elected option (A).  If Tenant has elected option (B), Tenant
thereby shall have irrevocably exercised its right to proceed to lease the
Leased Premises from Landlord pursuant to this Lease and Tenant may not
thereafter withdraw such exercise.  If the Annual Basic Rent for the
Initial Term has not been determined prior to the commencement of the Initial
Term, Tenant shall pay to Landlord as of the commencement of the Initial Term,
the same Annual Basic Rent as Tenant was paying under the Original Lease
immediately prior to the commencement of the Initial Term, subject to adjustment
upon final determination.  Once established, the Annual Basic Rent
shall remain fixed for such Initial Term.




(b)           If
the Term commences on a day other than the first day of a calendar month, or if
the Term expires on a day other than the last day of a calendar month, then all
installments of Rent that are payable on a monthly basis 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 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, 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(b) shall survive the expiration or termination of this
Lease.




(c)           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,
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
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.


17


(d)           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, if any Rent shall not be paid when due, the Tenant shall pay to
the Landlord (or, in the case of Additional Rent, to whomever shall be entitled
thereto) as Additional Rent, interest (to the maximum extent permitted by law)
on such overdue amount from and including the due date thereof to but excluding
the Business Day of payment thereof (unless such payment shall be made after
11:00 a.m. New York City time, on such date of payment, in which case such date
of payment shall be included) at the Applicable Rate.  If any Rent
shall be paid on the date when due, but after 11:00 a.m. New York City time,
interest shall be payable as aforesaid for one day.  All additional
charges described herein are not intended as a penalty, but are intended to
liquidate the damages so occasioned to Landlord and to reimburse Landlord for
Landlord’s additional costs in processing such late payment, which amounts shall
be added to the Rent then due.




(e)           Rent
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) Above Standard Services Rent, and to any
remaining items of Rent that are due and unpaid.




(f)           This
Lease is a net lease and, notwithstanding any other provision of this Lease, it
is intended that Annual Basic Rent and Additional Rent and any other amounts
payable hereunder shall be paid without, and the rights of the Landlord in and
to all such amounts shall not be subject to, counterclaim, setoff, deduction or
defense and without abatement, suspension, deferment, diminution or reduction,
and the Tenant’s obligation to pay all such amounts, throughout the Initial Term
and all applicable Renewal Terms, is absolute and
unconditional.  Except to the extent otherwise expressly specified in
Sections 6.1(a), 6.1(d), 6.3(a), 6.3(c) and 6.3(d) of this Lease, the
obligations and liabilities of the Tenant hereunder shall in no way be released,
discharged or otherwise affected for any reason, including without limitation:
(a) any defect in the condition, merchantability, design, quality or fitness for
use of the Leased Premises, the Building or the Project or any part thereof or
any failure of the Leased Premises, the Building or the Project to comply with
plans and specifications, or the failure of the Leased Premises, the Building or
the Project or any part thereof or the plans and specifications to comply with
Legal Requirements, including any inability to occupy or use the Leased
Premises, the Building or the Project or any part thereof by reason of such
noncompliance; (b) any damage to, removal, abandonment, salvage, loss, scrapping
or destruction of or any requisition or taking of the Leased Premises, the
Building or the Project or any part thereof or any environmental conditions
including the presence of Hazardous Materials at, on or under the Leased
Premises, the Building or the Project or any part thereof or any property in the
vicinity of the Project; (c) any restriction, prevention or curtailment of or
interference with any use of the Leased Premises or any part thereof including
eviction; (d) any defect in title to or rights to the Leased Premises, the
Building or the Project or any part thereof or any lien or encumbrance on such
title or rights or on the Leased Premises, the Building or the Project or any
part thereof; (e) any change, waiver, extension, indulgence or other action or
omission or breach in respect of any obligation or liability of or by the
Landlord; (f) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceedings relating to the
Landlord or Tenant or any action taken with respect to this Lease by any trustee
or receiver of the Landlord or Tenant, or by any court, in any such proceeding;
(g) any claim that the Tenant has or might have against any person or party,
including without limitation the Landlord, any vendor, manufacturer, contractor
of or for any improvement; (h) any failure on the part of the Landlord to
perform or comply with any of the terms of this Lease, (i) any invalidity or
unenforceability or disaffirmance of this Lease against or by the Tenant or any
provision hereof; (j) the impossibility of performance by any one or more of the
Landlord or Tenant, or any other person or party; (k) any action by any court,
administrative agency or other Governmental Authority; (l) any claim by any
person or party based upon a failure to record this Lease (or any memorandum or
short form agreement with respect to this Lease) or to file precautionary
financing statements with respect to the Lease in the State of Maryland,
including any termination or attempted termination of the Tenant’s rights to
possession of any Leased Premises located in such state in connection with the
assertion of such claim; or (m) any other occurrence whatsoever, whether similar
or dissimilar to the foregoing, whether or not the Tenant shall have notice or
knowledge of any of the foregoing.  Except as specifically set forth
in Section 6.1(a), 6.1(d), 6.3(a), 6.3(c) or 6.3(d) of this Lease, this Lease
shall be noncancelable by the Tenant for any reason whatsoever and, except as
expressly provided in Section 6.1(a), 6.1(d), 6.3(a), 6.3(c) or 6.3(d) of this
Lease, the Tenant, to the extent permitted by Legal Requirements, waives all
rights now or hereinafter conferred by Legal Requirements or otherwise to quit,
terminate or surrender this Lease, or to any diminution, abatement or reduction
of Rent payable by the Tenant hereunder.  If for any reason whatsoever
this Lease shall be terminated in whole or in part by operation of law or
otherwise except as expressly provided in Section 6.1(a), 6.1(d), 6.3(a), 6.3(c)
or 6.3(d) hereof, the Tenant shall, unless prohibited by applicable law,
nonetheless pay to Landlord an amount equal to each Rent payment at the time and
in the manner that such payment would have become due and payable under the
terms of this Lease if it had not been terminated in whole or in part, and in
such case, so long as such payments are made and no Lease Event of Default shall
have occurred and be continuing, the Landlord will deem this Lease to have
remained in effect.


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(g)           Simultaneously
with each payment of Rent due hereunder with respect to any portion of the
Leased Premises located in the State of Florida, Tenant shall pay to Landlord
all applicable Florida sales tax and any local surtaxes due on such Rent
payment, provided that so long as there shall be in effect with respect to any
such portion of the Leased Premises a certificate of direct payment authority
issued to Tenant by the Florida Department of Revenue, Tenant shall instead
self-accrue and remit all such sales tax and local surtaxes due on Rent payments
with respect to such portions of the Leased Premises directly to the Florida
Department of Revenue and shall simultaneously deliver to Landlord copies of all
documentation delivered to the Florida Department of Revenue with respect to
each such payment.  In the event of any non-payment of the taxes
required to be paid under this Section 2.1(g), Landlord shall have all the
rights and remedies provided for herein or at law in the case of non-payment of
Rent.




2.2         Operating
Expenses.




(a)           During
each month of the Term of this Lease, on the first day of each calendar month
or, during any Renewal Term, on the same day that Annual Basic Rent is due (if
other than the first day of each calendar month), 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 Project 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).


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(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 Project during each calendar year,
including, but not limited to, the expenses and costs set forth in items (i)
through (xi) below:




(i)           wages
and salaries, including, without limitation, 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
Project);




(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, but not limited to, 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
Project 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 Project as Above Standard Services Rent or
otherwise;




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




(v)       
  cost of all maintenance and service agreements and the equipment
therein, including, but not limited to, access control service, window cleaning,
mechanical, electrical and plumbing service contracts, including, without
limitation, 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);




(vii)    
   subject to the provisions of Section 2.2(c)(xxi)
below, the cost of all repairs and replacements of a capital nature, structural
and non-structural, ordinary and extraordinary, foreseen and unforeseen, made by
Landlord to the Building or the Common Areas all to the extent necessary to
operate, repair and maintain the Project 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 the Project, and (bb) except as otherwise expressly required by
this Lease, costs to upgrade or improve the general character or quality of the
Project;


20




(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, but not limited to, the cost of casualty and liability insurance,
rental loss insurance for the Project, insurance on Landlord’s personal property
located in and used in connection with the operation of the Project 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 Project and fair market
rentals for a reasonably sized management office (if located in the Project);
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 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
Project; and




(xi)         HVAC
service for the Common Areas.




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 Project’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;


21




(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 Project, 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 Project or vacant space in the
Building (including, without limitation, 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)        
costs incurred by Landlord of a capital nature if and to the extent expressly
excluded under Section 2.2(b)(vii), above;




(v)          amortization
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 Project;




(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 Project or of any Legal
Requirement;




(viii)       fines
or penalties incurred due to the Project 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 without limitation 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 Project, 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 the Project in excess of two and one-half percent (2.5%) of
Gross Revenues for the Project; except that for all Tenant Managed Projects, 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 the Project that is paid by Tenant minus one and one-half percent (1.5%) of
Gross Revenue, if any, for such Tenant Managed Project that is paid by
non-Tenant sources;




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


22




(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)     any
expenses in connection with on-site parking areas (or off-site parking areas
available to tenants of the Building), except to the extent, if any, that such
expenses exceed all income in connection with such parking areas;




(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.




(xxi)        the
provisions of Section
2.2(b)(vii) above notwithstanding, during the last three (3) Lease Years
of the Initial Term, unless the Project shall be a Tenant Managed Project,
Tenant’s Operating Expense Share of the costs of repairs and replacements of a
capital nature shall be limited to Tenant’s Operating Expense Share of the
annual amortization of the cost of the repair or replacement based upon its
useful life determined in accordance with GAAP, with interest at Landlord’s then
prevailing borrowing rate; if the Project shall be a Tenant Managed Project,
Tenant shall, during the final three Lease Years of the Initial Term, have the
right to reject capital expenditures proposed by Landlord subject to and in
accordance with Section 2.4(b),
below.




(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 Project 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 Project (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.


23




(e)           In
the event the Project 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
percentage of Building occupancy during any Lease Year shall be determined by
adding together the total leased space on the first day of each month during
such year and dividing by twelve (12).  The foregoing notwithstanding,
Landlord shall not recover from Tenant and other tenants of the Project an
amount in excess of one hundred percent (100%) of the total Operating Expenses
paid or incurred by Landlord with respect to the Project.




(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.




(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.


24


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 the Project 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
and (ii) 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
assuming timely payment by Tenant of Tenant’s Occupancy Percentage thereof, but
regardless of when such taxes are actually paid by Landlord
and  (subject to Tenant’s timely payment) 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 Project, including, without limitation, taxes imposed
on (i) the gross rents or gross receipts (but not the net income) of the
Project, and (ii) personal property in the Project owned by Landlord and used in
connection with the Project, but only to the extent that the same would be
payable if the Project 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 Project 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 Project were the only property of
Landlord.  Such taxes may include, but shall not be limited to, a
capital levy or other tax on the gross rents or gross receipts (but not the net
income) of the Project 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 Project or imposed in
connection with any change of ownership of the Project.  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.


25


(c)           At
Tenant’s request so long as Tenant’s Occupancy Percentage at the Project is at
least thirty-five percent (35%), Landlord shall contest or appeal the validity
or amount of Real Estate Taxes for the Project by appropriate
proceedings.  Landlord may also contest or appeal the validity or
amount of Real Estate Taxes for the Project 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 that are 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.




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 the Project 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 the
Project, 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 the Project during the next succeeding calendar year, (iii) the
estimated rates to be charged by Landlord for Above Standard Services for the
Project 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 Project 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 however, if Tenant’s Occupancy Percentage of
the Project is greater than fifty-five percent (55%), (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
as to 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, (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 as to 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, and (iii) clauses (i) and (ii)
immediately above notwithstanding, with respect to any Tenant Managed Project
during the final three Lease Years of the Initial Term, in respect of capital
expenditures proposed by Landlord but expressly rejected by Tenant (“Rejected
CapEx”), Tenant shall be relieved of the responsibility to reimburse Landlord
for Tenant’s Operating Expense Share thereof; provided, however, that if Tenant
shall thereafter renew the Term hereof for any then remaining Renewal Term,
Tenant shall within thirty (30) days next following the inception of such
Renewal Term, reimburse Landlord in the full amount of Tenant’s Operating
Expense Share of the Rejected CapEx.  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.  Notwithstanding the foregoing,
if the parties shall not have resolved any disagreement regarding the Budget 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
any necessary dispute resolution, the new year’s Budget shall be correspondingly
adjusted and Tenant’s monthly payment of Tenant’s Operating Expense Share shall
likewise be adjusted.


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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%), 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.  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
(at Landlord’s option, in the form of a check or, by 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) 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 actual bulk-purchase or other discounts
obtained to Landlord from the utility provider, if any, and (B) all such
submetered utility costs shall be excluded from Operating Expenses as provided
in Section
2.2(b)(iii));


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(iii)         Electric
lighting service for all Common Areas, including, without limitation, the
Parking Areas, in conformity with the practices for the Project on the
Commencement Date;




(iv)         Janitorial
service to the Leased Premises in conformity with the janitorial specifications
for the Project as set forth in Exhibit
B;




(v)          Access
control services for the Project and the Building 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;




(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 actual bulk-purchase or other discounts obtained by Landlord from
the utility provider, if any, 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 Project, Building and Common Areas, including, without limitation, 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.




(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 further subject 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;


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(x)          Maintenance
and cleaning of the Project, Building and Common Areas, including, without
limitation, 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 Project;




(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 Project 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 the Project.  Landlord and Tenant acknowledge that
Tenant leased and operated the Project 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 performance of existing Project
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 Project 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 under the original Lease 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 the Project 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
except to the extent that Landlord actually incurs an expense in providing such
chilled water to Tenant.  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.


30




(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; 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 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.  No failure by Landlord to furnish the
services described in this Section 3.1, nor any
cessation thereof for reasons beyond Landlord’s control, shall 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.  Without limitation of the
foregoing, 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.


31




(f)     
      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 Tenant shall have the right, but not the obligation, to cure the Services
Failure in the manner expressed in Section 7.1(f)and
recover the reasonable cost thereof from Landlord.




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 without
limitation 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.




3.3          Graphics and Building
Directory.




(a)           On
any full floor of the Leased Premises, and at each location within the Project
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 the 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.


32


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 the Project, 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 may be changed by Landlord without Tenant’s consent, which consent may
be withheld in Tenant’s sole and absolute discretion.  If the Project
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 the Project, 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 the Project 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 Building 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 Building 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) and (ii) the Project shall not be named for any other Building
tenant.




(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 the Project, or shall continue to operate a retail bank
at such location, Landlord will not allow any portion of the Project (other than
the portion of the Project 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, but not be limited to, 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 the Project, 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.


33




(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, without limitation, 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 such retail bank and 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.  The restrictions set forth herein shall not apply to ATMs
operated by third parties as of the date of this Lease.




(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, without limitation, 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.




(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.


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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.




(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 without
limitation 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.


35




(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, without limitation, 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 an 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.




3.6           Building
Management.  The Project shall be managed by Landlord; provided
that for so long as Tenant’s Occupancy Percentage at the Project shall be equal
to or greater than fifty-five percent (55%), after consultation with Landlord to
review Landlord’s property management qualifications and pricing, Tenant may in
its sole discretion elect to cause the Project 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 Project (any Project with a Tenant Designated Submanager, a
“Tenant Managed
Project”).  If the Project shall not be a Tenant Managed
Project, 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.  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 Project shall
become a Tenant Managed Project 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
Project shall no longer be a Tenant Managed Project.


36




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.




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 at Tenant’s election and at Landlord’s sole cost and expense,
shall be supervised by security personnel acceptable to Tenant.  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.


37




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
Project.  Landlord shall operate the Project 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.




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 Building reasonably adopted and
altered by Landlord from time to time for the safety, protection, care and
cleanliness of the Leased Premises, the Building and the Project, 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 Building 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 Project.


38




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 Project 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 Project 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
Project 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 Project 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
Projects.




4.6          Environmental
Laws.




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; or (ii) Hazardous Materials introduced on, in or under the Building or
the Project 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, the Building or the Project.


39




ARTICLE
V


LEASEHOLD IMPROVEMENTS AND
REPAIRS




5.1          Leasehold
Improvements.  Subject to the provisions of this Lease, Tenant
hereby accepts the Leased Premises, including without limitation 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 and all 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 $500,000 in the aggregate, 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, without limitation, all fixtures, equipment and appliances used in
connection therewith; all gymnasiums, fitness or exercise centers, including,
without limitation, 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, without
limitation, all safe deposit boxes (but not the nests or frames thereof), safes,
Tenant identification signage, ATMs connected to or located within the Building
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.


40




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 the Leased Premises or the
Project.  Should any mechanic’s, materialmen’s or other lien, charge
or encumbrance of any kind be filed against the Leased Premises or the Project
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 the Project 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, but not limited to, 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 Project 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.


41


With
respect to any Leased Premises located in the State of Florida, Landlord hereby
NOTIFIES ALL MECHANICS,  MATERIALMEN AND OTHER LIENORS THAT PURSUANT
TO FLORIDA STATUTES §713.10, ANY LIENS UNDER FLORIDA STATUTES CH. 713 SHALL
EXTEND TO, AND ONLY TO, THE RIGHT, TITLE AND INTEREST OF THE PERSON WHO
CONTRACTS FOR THE IMPROVEMENT IN QUESTION AND THAT NEITHER THE INTEREST OF
LANDLORD NOR ANY SUPERIOR INTEREST IN SUCH PORTION OF THE LEASED PREMISES OR IN
ANY OTHER PORTIONS OF THE BUILDING AND LAND OF WHICH THE LEASED PREMISES IS A
PART SHALL BE SUBJECT TO LIENS FOR ANY IMPROVEMENTS, SERVICES OR MATERIALS MADE
BY, CONTRACTED FOR OR OTHERWISE AUTHORIZED BY TENANT OR BY ANY EMPLOYEE,
CONTRACTOR OR AGENT OF TENANT.  Tenant agrees that prior to
contracting for any improvements, services or materials to be made in or
delivered to Leased Premises located in the State of Florida, Tenant shall
notify the contractor of the foregoing provisions. Tenant further agrees that
upon request of Landlord, Tenant shall execute a notice which sets forth the
foregoing provisions, which notice may be recorded by Landlord in the public
records of the county where the applicable portion of the Leased Premises is
located.




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 Project, and all parts thereof, in such
manner as is in keeping with Comparable Buildings, including, but not limited
to, the: (a) structural elements of the Building, (b) mechanical (including
HVAC), electrical, the plumbing and fire/life safety systems serving the
Building in general, (c) Common Areas including, without limitation, the Parking
Areas, (d) roof of the Building, (e) exterior windows of the Building and (f)
elevators serving the Building.  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.




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, without
limitation, 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 __
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.


42




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 separation of the Leased
Premises from the Surrendered Premises pursuant to Section 6.1(e) of the
Original Lease.  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.  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).




(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.


43




(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 in compliance with Building
Standards at Tenant’s expense, including, without limitation, 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.




5.8           Art.  Landlord
acknowledges that Tenant may store and/or display within the Building 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 the Leased Premises, or with Landlord’s approval, in Common
Areas, including lobbies or other public spaces within the Buildings or outdoor
plaza areas.




(a)          
 The Art that is located within the Project as of the date hereof is listed
in the attached Schedule 1
hereto.  Tenant may hereafter locate additional pieces of Art within
the Leased Premises, or, with Landlord’s approval, in the Common Areas within or
outside of the Building, 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 thirty (30) days following
the Term of the lease, 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 thirty (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.


44


(b)           Landlord
agrees that (i) Landlord shall not remove any Art from any Common Areas or
public spaces of the Building during the Term hereof or within a period of
thirty (30) 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.  The foregoing provisions of this subsection
5.8(b) shall not be construed as Landlord’s approval of the placement of any Art
in Common Areas within or outside of the Building.




(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 the 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 provided in Section 6.1(c)
below.




(b)           If
all or substantially all of the Project, 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 by notice to Tenant within twenty (20) days from the date of such
condemnation or taking.




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




(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,
however Annual Basic Rent and Additional Rent shall continue
unabated.  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 Project is damaged, or the use of any portion of the Project by
Tenant and Tenant’s employees and invitees is impeded, because of such
condemnation, commence to repair the Project (excluding Tenant’s Business
Equipment), so that the remaining portion of the Project, 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.


45




(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 Project 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)   
        Intentionally
Omitted.




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.




6.3          Casualty
Clause.




(a)           If
at any time during the Term of this Lease, the Leased Premises, the Common
Areas, including, without limitation, the Parking Areas, the Building or any
systems or equipment serving the Leased Premises, the Common Areas or the
Building (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
or 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.


46


(b)           Landlord
may elect to terminate this Lease on account of the 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)
..




(d)           If
Landlord is herein required to repair and restore the Project, 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 Project 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).


47


6.4          Property
Insurance.  Landlord shall maintain standard fire and extended
coverage insurance, plus, if elected by Landlord, coverage for acts of
terrorism, for the Project, including, without limitation, for the Building,
Common Areas, including, without limitation, 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 Project 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 Project 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.




6.6          General
Indemnification.  Tenant agrees to assume liability for, and to
indemnify, protect, defend, save and keep harmless Landlord and its successors,
assigns, servants, employees, officers, directors, shareholders, partners and
agents (together with Landlord, each an “Indemnitee,” and
collectively, the “Indemnitees”), on an
After-Tax Basis, from and against, any and all Claims that may be imposed on,
incurred by or asserted against any Indemnitee, whether or not such Indemnitee
shall also be indemnified as to any such Claim by any other person or party, and
whether or not such Claim arises or accrues prior to the date of this Lease, in
any way relating to or arising out of (a) the Leased Premises, the Building or
the Project or any part thereof, or the design, construction, inspection,
purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery,
possession, transportation, lease, sublease, mortgaging, granting of a security
interest in, preparation, installation, condition, transfer of title, rental,
use, nonuse, occupancy, operation, management, storage, maintenance,
modification, alteration, repair, rebuilding, assembly, sale, return,
abandonment or other application or disposition of all or any part of the Leased
Premises, the Building or the Project, including without limitation (i) claims
or penalties arising from any violation of law or liability in tort (strict or
otherwise), (ii) loss of or damage to any property or death or injury to any
person, (iii) latent, patent, hidden or other defects, whether or not
discoverable, and (iv) any claim for patent, trademark or copyright
infringement, (b) this Lease, and any modification, waiver, amendment or
supplement hereto, or any breach or violation hereof by Tenant, (c) the
non-compliance of Tenant’s business or on the Leased Premises with Legal
Requirements, (d) whether or not such Claim arises or accrues prior to the date
of this Lease, any Claim or Environmental Damages relating to or arising out of
or in connection with any matter relating to the Leased Premises, the Building
or the Project, including, without limitation, the Tenant’s breach of its
representations, warranties, covenants and obligations in this Lease prior to or
during the Term, as the case may be, at, on or under the Leased Premises, the
Building or the Project (e) an inaccuracy of any representation or a breach of
any warranty or covenant made by the Tenant in this Lease; provided, however,
that Tenant shall not be required to indemnify any Indemnitee under this Section
6.6 for any of the following:


48


(1)           any
Claim to the extent attributable to loss or liability arising from acts or
events with respect to the Leased Premises which occur after the Leased Premises
have been returned to the Landlord after termination or expiration of this Lease
(I) unless the Leased Premises were returned to Landlord as a result of the
exercise of remedies as a result of an Event of Default, in which case such
indemnity shall continue as long as such Event of Default is continuing and (II)
except to the extent such loss or liability arose because of (A) a breach by the
Tenant of the Lease, including covenants which expressly provide for performance
by Tenant after termination or expiration of the Lease, including provisions
hereof regarding the condition of the Leased Premises upon surrender, as the
case may be, or (B) any personal injury which occurred prior to such
surrender,




(2)           any
Claim to the extent resulting from the willful misconduct or gross negligence of
the Indemnitee,




(3)           any
cost or any other expense expressly provided under any of this Lease to be paid
or borne by a party other than the Tenant,




(4)           any
Claim to the extent resulting from a transfer by such Indemnitee of all or part
of its interest in the Lease, or the Leased Premises or any interest therein,
other than while an Event of Default shall have occurred and be
continuing,




(5)           any
Claim to the extent resulting from a breach or violation by such Indemnitee of
any of its representations, warranties or covenants hereunder or from a
violation of Legal Requirements by such Indemnitee (including, without
limitation, any such breach, misrepresentation relating to, or violation of,
ERISA or any related provisions of the Code), unless such breach,
misrepresentation or violation is the result of a misrepresentation or breach by
Tenant of any of its respective obligations under this Lease, or if such
violation is attributable to the business or activities of the Tenant or the
nature, design, engineering, use, repair, construction or location of any of the
Leased Premises,




(6)           any
Claims in respect of Taxes (excepting Tenant’s obligation to pay Real Estate
Taxes under Section 2.3), other than a payment necessary to make payments under
this Section 6.6 on an After-Tax Basis, and


49


(7)           overhead
expenses incurred by any Indemnitee,




Tenant
shall be entitled to credit against any payments due under this Section 6.6 any
insurance recoveries received by the Indemnitee in respect of the related Claim
under or from insurance paid for by the Tenant or assigned to such Indemnitee by
the Tenant.




If Tenant
shall obtain knowledge of any Claim indemnified against under this Section 6.6,
Tenant shall give prompt notice thereof to Landlord, and if Landlord shall
obtain any such knowledge, Landlord shall give prompt notice thereof to Tenant,
provided that failure to so notify Tenant shall not release Tenant from any of
its obligations to indemnify hereunder except if such failure shall have
precluded Tenant from contesting such Claim or such failure shall result in an
increased Claim, but only to the extent of such increase.  With
respect to any amount that Tenant is requested by Landlord or any Indemnitee to
pay by reason of this Section 6.6, Landlord shall, if so requested by the
Tenant, at the Tenant’s expense, and prior to any payment, submit such
additional information to Tenant as Tenant may reasonably request and which is
reasonably available to Landlord or the respective Indemnitee to substantiate
properly the requested payment.




In case
any action, suit or proceeding shall be brought against any Indemnitee, Landlord
or such Indemnitee shall notify Tenant of the commencement thereof, and Tenant
or its insurer shall be entitled, at Tenant’s expense, acting through counsel
reasonably acceptable to such Indemnitee, to participate in, and, to the extent
that Tenant or its insurer desires to, assume and control the defense thereof;
provided, however, that Tenant shall not be entitled to assume and control the
defense of any such action, suit or proceeding if, and only for so long as, (i)
an Event of Default has occurred and is continuing hereunder; and provided
further that if and to the extent such action, suit or proceeding includes a
claim that the Indemnitee is guilty of criminal misconduct or involves Tenant in
a material conflict of interest as determined in accordance with then prevailing
standards of professional conduct, or Tenant has not acknowledged in writing to
such Indemnitee that Tenant is obligated to indemnify such Indemnitee with
respect to such Claim under this Section 6.6, such Indemnitee may at its
election engage a second legal counsel to represent such Indemnitee in such
action, suit or proceeding and the reasonable fees and expenses of which will be
paid by Tenant if such counsel is reasonably acceptable to Tenant and Tenant
retains control of such action, suit or proceeding; provided that Landlord or
such Indemnitee shall assume control of all matters relating to Landlord and the
Indemnitees.  Landlord may participate in a reasonable manner at its
own expense and with its own counsel in any proceeding conducted by Tenant in
accordance with the foregoing.




Landlord,
or the respective Indemnitee(s) shall, at Tenant’s expense, supply Tenant with
such information and documents reasonably requested by the Tenant as are
necessary or advisable for the Tenant to participate in any action, suit or
proceeding to the extent permitted by this Section 6.6.  Unless an
Event of Default shall have occurred and be continuing hereunder, no Indemnitee
shall enter into any settlement or other compromise with respect to any Claim
which is entitled to be indemnified under this Section 6.6 without the prior
written consent of the Tenant, which consent shall not be unreasonably withheld,
unless such Indemnitee waives its right to be indemnified under this Section 6.6
with respect to such Claim.


50


Upon
payment in full of any Claim by the Tenant pursuant to this Section 6.6 to or on
behalf of an Indemnitee, Tenant, without any further action, shall be subrogated
to any and all claims that such Indemnitee may have relating thereto (other than
claims in respect of insurance policies maintained by such Indemnitee at its own
expense), and Landlord shall at the Tenant’s expense endeavor to cause such
Indemnitee to execute such instruments of assignment and conveyance, evidence of
claims and payment and such other documents, instruments and agreements as may
be necessary to preserve any such claims and otherwise cooperate with Tenant and
give such further assurances as are necessary or advisable to enable Tenant
vigorously to pursue such claims.  Tenant shall not enter into any
settlement or other compromise with respect to any Claim against any Indemnitee
without the prior written consent of Landlord unless the Tenant has acknowledged
in a writing satisfactory to Landlord and such Indemnitee such Indemnitee’s
right to full indemnification hereunder with respect to such Claim.




Any
amount payable to an Indemnitee pursuant to this Section 6.6 shall be paid to
such Indemnitee promptly upon receipt of a written demand therefor from Landlord
or such Indemnitee, accompanied by a written statement describing the basis for
such indemnity and the computation of the amount so payable and, if requested by
Tenant, such determination shall be verified by a nationally recognized
independent accounting firm mutually acceptable to Tenant and such Indemnitee at
Tenant’s expense.




All
Indemnitees are hereby made third party beneficiaries of this Section 6.6, subject
in all cases to such parties’ agreeing in writing to their obligations under
this Section
6.6.  If an Indemnitee is not a party to this Lease, Tenant may
require such Indemnitee to agree in writing, in a form reasonably acceptable to
the Tenant, to the terms of this Section 6.6 prior to
making any payment to such Indemnitee under this Section
6.6.




Should an
Indemnitee receive any refund, in whole or in part, with respect to any Claim
paid by Tenant hereunder, it shall promptly pay the amount refunded (but not an
amount in excess of the amount Tenant or any of its insurers has paid in respect
of such Claim) over to Tenant unless an Event of Default shall have occurred and
be continuing in which case the amount refunded shall be held by Landlord as
security for the obligations of the Tenant hereunder.




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 PROJECT 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 PROJECT 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.


51


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 Annual Basic Rent where such failure to pay continues for
a period of five (5) days after written notice thereof from Landlord to Tenant,
or failure to pay any other Rent (including without limitation, Tenant’s
Operating Expense Share, Tenant’s Tax Share and Above Standard Services Rent)
where such failure to pay continues for a period of thirty (30) 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




(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 twenty (20) 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 twenty (20) 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 two hundred seventy (270) 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, 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.


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(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)         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.




(iv)         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)          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, but not
limited to, 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.


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(vi)         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, without limitation, 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.




(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)           [Intentionally
Omitted.]




(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 without limitation the right to claim that Tenant has been
constructively evicted.


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(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, 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 receipt
of such written notice by Landlord and the Notice Parties may cause Tenant to
terminate this Lease under Section 7.1(f) of the
Lease, then Tenant may obtain such coverage in place thereof as Tenant deems to
be appropriate, and Landlord shall reimburse Tenant for the reasonable cost
therefor.




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.




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.


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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, without limitation, 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.  Except
as set forth in Schedule 3, 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 Premises, 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 the Project (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 Project
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 Landlord of any right or remedy) or any enforcement of remedies by the
Landlord 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 Project 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, without limitation, 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 Project; 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 Project
may elect at any time to cause their interests in the Land or the Project 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.




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.


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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 Project or the estates or interests created by this
Lease.




(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, without limitation,
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,
which shall continue unabated, 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.


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(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, a medical or
dental practice that will attract a volume, frequency or type of visitor or
employee to the Building which is not consistent with the standards of a high
quality office building or that will impose an excessive demand on or use of the
facilities or services of the Building.




(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.




(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.


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(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 without limitation, 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) and Section
3.4 (Building Identity; Signage; Exclusivity), 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.


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8.2          Transfer by
Landlord.  (a)  At any time after the Commencement
Date, Landlord shall have the right to transfer, assign or convey, in whole or
in part, the Project of which the Leased Premises are a part, or any portion or
portions thereof, and any and all of its rights under this Lease (“Landlord
Transfer”), and in the event of any such Landlord Transfer, 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 Landlord Transfer; 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 Landlord Transfer affect or otherwise impair the rights of Tenant to
the 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, no Landlord Transfer 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 Landlord Transfer.




(b)           Any
Landlord Transfer shall be subject to the satisfaction of the following
conditions on or prior to the effective date of such Landlord
Transfer:




(i)           no
such Landlord Transfer shall violate any provision of, or create a relationship
which would be in violation of, any Legal Requirements or disqualify or render
ineligible the Tenant from holding any license, franchise or permit issued by,
or from submitting a bid to or conducting any business with, any Governmental
Authority or impose any material limitation on Tenant in connection
therewith;




(ii)          Landlord
shall deliver to Tenant a copy of the agreement pursuant to which the transferee
assumes the Landlord’s obligations arising under the Lease from and after the
effective date of the Landlord Transfer;




(iii)         Landlord
shall have certified to Tenant or Tenant shall have otherwise received evidence
reasonably satisfactory to it that all required approvals, if any, under the
governing documents of Landlord to effectuate such Landlord Transfer shall have
been obtained or are not needed;




(iv)        The
transferee shall be in good standing in its state of formation and, if required
in order to perform the obligations of landlord under this Lease, duly qualified
and in good standing in the state in which the Leased Premises are
located;




(v)         Landlord
or the transferee shall pay or cause to be paid to Tenant the reasonable
attorneys fees and disbursements incurred by Tenant in connection with the
review of the documentation of the matters relating to such Landlord Transfer,
not to exceed $_________ in the instance of any Landlord
Transfer.  [This
amount should be capped given the relatively few Landlord
deliverables.]







ARTICLE
IX


INTENTIONALLY
OMITTED


61


ARTICLE
X


PURCHASE
RIGHTS




10.1        Rights of First
Offer.  If during the Term, the Landlord desires to sell or
assign its rights in the Building or Project of which the Leased Premises form a
part (the “Offered
Assets”) (other than to an Affiliate of the Landlord), then Landlord
shall, as a condition to such sale or assignment, first offer the Offered Assets
to the Tenant (unless at such time an Event of Default has occurred and is
continuing hereunder) (the “Offeree”) at a price and on such other terms and
conditions as the Landlord, would accept from another Person.  The
Offeree may, within 60 days of receipt of such offer, elect to purchase the
Offered Assets or any part thereof on the terms offered by the Landlord by so
notifying the Landlord, as the case may be, within such 60 day period, whereupon
the Offeree shall be bound to purchase from the Landlord, and the Landlord shall
be bound to sell to the Offeree, such Offered Assets (or portion thereof) on
such terms.  If the Offeree does not accept such offer, the Landlord
may sell or assign its rights in the Offered Assets to another Person for a
period of up to 9 months from the end of such 60 day period (x) on terms and
conditions which are no less favorable (taken as a whole) to the Landlord, than
the terms and conditions Landlord offered to the Tenant and (y) at a net price
no less than 95% of that offered to the Offeree.  If the Offeree does
not accept such offer and the Landlord, during such 9-month period, desires to
sell or assign its rights in the Offered Assets to another Person on terms and
conditions less favorable (taken as a whole) to Landlord, than those offered to
the Offeree or at a net price less than 95% of that offered to the Offeree, then
the Landlord shall give the Offeree written notice of such proposed sale or
assignment, and the Offeree shall have the right, within 30 days of such notice,
to offer to purchase the Landlord’s rights in the Offered Assets on the same
terms and conditions as are offered to such other Person.  If the
Offeree does not make such offer within such 30-day period, the Landlord may
thereafter complete the proposed sale or assignment of its rights in the Offered
Assets to such other Person without any further obligation to the Offeree under
this Section 10.1 as to the Offered Assets so sold or assigned (but without
releasing the purchaser from its obligations under this Section
10.1).  If the Landlord does not consummate such sale within 9 months
then, if the Landlord still desires to sell the Offered Assets, it must repeat
the process set forth in this Section 10.1.




The
Landlord may offer the Offered Assets in a transaction subject to the preceding
paragraph only on an all-cash basis (without seller financing or any other
financing arranged by the Landlord, unless the Tenant  agrees that any
such financing is comparable to an all-cash offer).




10.2        Purchase and Transfer of
Offered Asset.  If the Offeree shall have exercised its right
provided in Section 10.1 to purchase the Offered Assets, the Offeree shall pay
for and purchase the Offered Assets, and the Landlord shall sell the Offered
Assets, on the terms required by Section 10.1 hereof.




ARTICLE
XI


[INTENTIONALLY
OMITTED]




ARTICLE
XII


[INTENTIONALLY
OMITTED]




ARTICLE
XIII


[INTENTIONALLY
OMITTED]


62


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 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 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.




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 in which the Project is
located, including all matters of construction, validity and performance, except
laws governing conflicts of law.


63


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 but not limited to 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 but not limited to 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 Projects 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 Project 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 Project.  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 herefrom 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.




64


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 Landlord 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         Intentionally
Omitted.




14.21         Changes to Project 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 Project 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 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
Project 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.




65


14.22         Storage
Space.  To the extent that any portion of the Leased Premises
consists of storage space in or about the Project, 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         Radon
Disclosure.  Tenant is hereby advised that radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks 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 and radon testing may be obtained from your county public health
unit.  The foregoing disclosure is provided to comply with Florida
law, is for informational purposes only and does not create any contingency or
any representation, warranty or obligation of Landlord.




14.24         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.




66


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




Witness:
                  
                  LANDLORD:FIRST
      STATES [ENTITY TO BE NAMED], LLC,a
      Delaware limited liability companyBy:_________________________________Name:
                  
                  Name:_______________________________Title:_________________________________Name:Attest:
                  
                  TENANT:BANK
      OF AMERICA, N.A.,a
      national banking associationBy:__________________________________
                  
                  By:_________________________________Name:________________________________
                  
                  Name:_______________________________Title:_________________________________
                  
                  Title:_________________________________By:__________________________________Name:________________________________Title:_________________________________




67


EXHIBIT
A


LEASED
PREMISES,


BUILDING
NRA, LEASED PREMISES NRA,


AND
TENANT OCCUPANCY PERCENTAGE


AND
PARKING AREAS, IF ANY







EXHIBIT
B




JANITORIAL
SPECIFICATIONS


[SCHEDULE
TO BE COMPLETED AND ATTACHED


PRIOR
TO LEASE EXECUTION]





EXHIBIT
C




FORM OF CONFIDENTIALITY
AGREEMENT




1.           Definition.  For
the purposes of this Agreement, “Confidential Information” shall mean any
information which _____________________________________________ (“Owner”) in
good faith believes in some material part, alone or in combination with other
information (1) provides Owner with an economic value from its disclosure or
use, and (2) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.




2.           Restrictions on Disclosure
of Confidential Information to Qualified Persons.  All
information exchanged between Owner, Bank of America, N.A. (“Tenant”), and
_______________________ (“Auditor”), with respect to operating expense and tax
pass-throughs (collectively, "CAM Charges") assessed against Tenant, in
connection with Tenant’s lease of space in that certain building located at
______________________________________, ________ (“Building”) shall be deemed
Confidential Information for the purposes of this Agreement.




3.           Qualified
Persons.  “Qualified Person” includes employees of Auditor and
Tenant, and any outside law firms or accounting firms representing Auditor or
Tenant and their support personnel (including paralegals, photocopy operators,
and any independent contractors hired by any such party to make photocopies of
documents containing Confidential Information) and the principals and agents for
those parties.




4.           Maintenance of Confidential
Information.  All documents or other materials containing
Confidential Information shall be maintained at all times in the custody of
Auditor and shall be labeled and secured in a manner designed to prevent any
disclosure to persons who are not Qualified Persons under this
Agreement.  Auditor agrees to exercise reasonable diligence to insure
that Qualified Persons to whom the Confidential Information is disclosed
maintain its confidentiality.




5.           Disclosure of Confidential
Information.  Auditor acknowledges that Confidential
Information shall not be used or disclosed (other than to Qualified Persons) for
any purpose without the prior consent of Owner, unless required or compelled by
judicial process.  If Confidential Information is provided to
non-Qualified Persons, Auditor acknowledges that Owner shall be entitled to a
temporary and permanent injunction to prevent the disclosure of such
Confidential Information.  In addition, Owner shall be entitled to a
mandatory injunction requiring the return of all Confidential Information from
any person in possession of Confidential Information.




6.           No
Solicitation.  Except for Tenant and other existing clients of
Auditor, Auditor agrees that it shall not solicit business from any of the other
tenants in the Building, nor shall it request that Tenant so solicit other
tenants on Auditor’s behalf, with respect to the review or analysis of CAM
Charges assessed any of them by Owner.




7.           Attorney’s
Fees.  If any action is instituted to enforce or construe this
Agreement, the prevailing party shall be entitled to recover its reasonable
attorneys’ fees and all costs at all levels, including appeals.







8.           Miscellaneous.  This
Agreement shall be subject to and construed in accordance with the laws of the
State in which the Building is located.  If any provision of this
Agreement is held or rendered illegal or unenforceable, it shall be considered
separate and severable from this Agreement and the remaining provisions of this
Agreement shall remain in force and bind the parties as though the illegal or
unenforceable provision had never been included in this
Agreement.  This Agreement sets forth the entire agreement between
Owner and Auditor and there are no other agreements or understandings between
them.  This Agreement may not be modified except by an instrument in
writing executed by Owner and Auditor.  This Agreement may be executed
in counterparts, each of which counterparts shall constitute an original and all
of which together shall constitute one and the same instrument.  This
Agreement may be executed by facsimile signature which shall, for all purposes,
serve as an original executed counterpart of this Agreement upon delivery of an
executed copy hereof by facsimile.




9.           Consideration.  Auditor
acknowledges that it has received sufficient and adequate consideration from
Owner in exchange for the obligations of Auditor hereunder.  Said
consideration including, but not limited to, Owner’s agreement to provide
reasonable access to all relevant information relating to the CAM Charges, and
assistance to Auditor with respect to Auditor’s review and analysis of Tenant’s
CAM Charges.  Auditor also acknowledges the receipt of Ten and No/100
Dollars ($10.00) as additional consideration for its obligations
hereunder.  Further, Auditor acknowledges that Owner is providing
access to Confidential Information and cooperating with Auditor in reliance upon
Auditor fully performing and honoring its obligations
hereunder.  Auditor acknowledges that Owner would not have provided
such access or cooperation without Auditor assuming the obligations stated
herein.




AUDITOR:




By:


Print
      Name:


Its:


Authorized
Signature




Date:




OWNER:




By:


Print
      Name:


Its:


Authorized
Signature




Date:


2


EXHIBIT
D


SUBORDINATION,
ATTORNMENT AND NON-DISTURBANCE AGREEMENT




This
Instrument prepared by:




_______________


_______________


_______________


_______________




Record
and Return to:




_______________


_______________


_______________


_______________




SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT




THIS  SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) made as of this ____
day of __________, _____, by BANK OF AMERICA, N.A., a national banking
association (“Tenant”) and _______________ (“Lender”).




RECITALS:




A.          Lender,
whose address is _______________________________________________ (“Lender”), has
agreed to make a loan (the ”Loan”) to ___________________________
(“Landlord”) in connection with the real property described on Exhibit A attached
hereto and made a part hereof and the improvements thereon (the ”Real
Property”).




B.          Landlord
and Tenant have entered into that certain Lease dated as of __________, ______
(the “Lease”) demising space in the Real Property (the “Premises”).




C.          Lender
and Tenant have executed this Agreement to subordinate the Lease to the mortgage
securing the Loan, and to provide for non-disturbance and attornment as
hereinafter set forth.




ACCORDINGLY,
Tenant hereby confirms as follows:




1.           The
leasehold estate and all of Tenant’s rights thereunder shall at all times be
subject, subordinate and inferior to the Loan, collateral and security interest
securing the Loan and all rights of Lender (and any subsequent holder(s) of the
Loan) thereunder (the “Loan Documents”) and to any and all renewals,
modifications and extensions thereof.










2.        
   In the event of foreclosure of the Loan Documents, or upon a
sale of the collateral encumbered thereby pursuant to a sale by Lender (or any
subsequent holder(s) of the Loan), or upon a transfer of the collateral in lieu
of foreclosure, the Lease and Tenant’s rights thereunder shall continue and
shall not be terminated or disturbed, except in accordance with the provisions
of the Lease.  In consideration of the foregoing, Tenant hereby agrees
to attorn to and accept any such successor owners as landlord under the Lease;
provided  that Lender, or any successor owner, shall not
be:




2.1
            liable
      for any act or omission of a prior landlord (including Landlord)
      [provided, however, that Lender or any other successor owner will be
      liable, on a going forward basis from the date Lender or said successor
      owner acquires ownership or control of the property containing the
      Premises, for compliance with Landlord’s obligations under the Lease; and
      further provided that after Lender or said successor owner acquires
      ownership or control of the property containing the Premises, Tenant shall
      continue to be entitled to exercise any remedy expressly provided to
      Tenant in the Lease (including without limitation self-help and offset
      rights), regardless of whether such exercise by Tenant relates to defaults
      or failures of Landlord, or other conditions, occurring before Lender or
      said successor owner acquires ownership or control of the property
      containing the Premises]; or




2.2
            subject
      to any offsets that Tenant may have against any prior landlord (including
      Landlord) except for offset rights expressly granted in the Lease, subject
      to notice requirements as set forth in the Lease;
  or




2.3
            bound
      by any rent or additional rent Tenant might have paid to any prior
      landlord (including Landlord) more than one (1) month
      in  advance of the date such rent is due under the Lease;
      or




2.4
            bound
      by any subsequent agreement or modification of the Lease made without the
      written consent of Lender or any subsequent holder(s) of the Loan, except
      as expressly permitted by the terms and conditions of the Lease;
      or




2.5
            liable
      or responsible for or with respect to the retention, application or return
      to Tenant of any security deposit paid to any prior landlord (including
      Landlord), whether or not still held by such prior landlord, except to the
      extent that Lender or such other purchaser has actually received for its
      own account as landlord all or any part of such security
      deposit.


2


3.           In
the event of any default or breach by Landlord under the Lease or otherwise that
would give Tenant the right, either immediately or after the lapse of time, to
terminate the Lease or to claim partial or total eviction or to offset against
the rental due under the Lease any amount due Tenant as a result of a breach by
Landlord, Tenant will provide to any Notice Party (as hereinafter defined), at
the address shown above (or at such other address as may be provided in writing
by such party to Tenant at least ten (10) days prior to the Commencement Date of
such address change), a copy of any notice Tenant delivers to Landlord with
respect to such fact, at the same time Tenant delivers such written notice to
Landlord.  Tenant agrees that after such notice, Lender (or any
subsequent holder(s) of the Loan), shall have the same cure period provided in
the Lease to cure such default or breach by Landlord, and during such time the
Lease shall remain in full force and effect. For purposes of this Certificate,
“Notice Party” means Lender or any subsequent holder(s) of the Loan who notifies
Tenant in writing that they wish to receive written notice of such
fact.




4.           This
Agreement shall be binding upon Lender and Tenant and all parties claiming
through or under such persons or any successors or assigns.  The
Agreement shall inure to the benefit of the respective successors and assigns of
Tenant and Lender.




5.           Lender
and Tenant agree that this Agreement satisfies any requirements in the Lease
relating to the execution or delivery of a non-disturbance agreement or a
subordination and non-disturbance agreement.




{remainder
of this page Intentionally Omitted left blank}





TENANT:Witness:
                            
                            BANK
      OF AMERICA, N.A.,a
      national banking associationBy:Name:
                            
                            Name:Title:


3





STATE
      OF
                    §COUNTY
      OF
                    §





(Insert
standard notary provision for applicable State)




LENDER:By:Name:Title:Attest:By:Its:





STATE
      OF
                §COUNTY
      OF
                §




(Insert
standard notary provision for applicable State)





EXHIBIT
“A”




LEGAL
DESCRIPTION OF REAL PROPERTY


4


EXHIBIT
E


ESTOPPEL
CERTIFICATE




and




RE:
            Lease
      Dated:
            Effective
      as of _________, _______


(Include
titles and dates of any amendments)




Landlord:             ______________________________


Tenant:                                Bank
of America, N.A.


Premises:




Ladies
and Gentlemen:




As a
tenant under the above-referenced lease (the “Lease”), the undersigned hereby
acknowledges for the benefit of __________________  (“Landlord”), the
current owner of the property containing the Premises, and
_______________________ and/or its affiliates and subsidiaries (“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, is conducting business in, and is in full possession of,
      said Premises, including all improvements, additions and alterations
      thereto required to be made by Landlord under the Lease.  The
      Premises is comprised of _______ square feet of rentable space, together
      with other areas more particularly described in the Lease
      .  Additionally, Tenant is entitled to ____ parking spaces in
      the parking facilities serving the subject
  building.




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 monthly rent under the Lease is
  $__________.




6.
            A
      security deposit in the amount of $N/A
      has been paid by Tenant to Landlord under the
  Lease.




7.
            The
      Lease is for a term expiring on ___________.   Tenant has
      options to renew the Lease for _____ renewal terms of _______ years
      each.  Tenant does not have any right to renew, extend or
      terminate the term of the Lease except as expressly provided in the
      Lease.




8.
            The
      term of the Lease shall expire on _________, unless Tenant exercises its
      option to renew.




9.
            Tenant
      hereby acknowledges (i) the Lease is valid and enforceable in accordance
      with its terms against the Tenant, (ii) that there have been no
      modifications or amendments to the Lease other than as therein
      specifically stated and that the Lease represents the entire agreement
      between the Landlord and the Tenant, (iii) 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 (iv) that notice of the assignment of Landlord’s
      interest in said Lease may be given by mail, at the Premises, or as
      otherwise directed herein or in the
Lease.




10.
            The
      execution and delivery of this Certificate by Tenant does not require any
      consent, vote or approval which has not been given or
    taken.




11.
            This
      Certificate may not be changed, waived or discharged orally, but only by
      an instrument in writing.




12.
            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 Premises and/or improvements, or a part thereof, on which the
      space covered by the Lease is
located.




13.
            This
      Certificate shall be binding upon the Tenant and shall inure to the
      benefit of the respective successors and assigns of Landlord and
      Lender.


2




14.
            Tenant
      agrees that Landlord and Lender and their respective successors and
      assigns shall also be entitled to rely upon the statements and agreements
      contained herein.




15.
            This
      Certificate shall not have the effect of modifying any provision of 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.




DATED: as
of _______, _____.




TENANT:Witness:
                          
                          BANK
      OF AMERICA, N.A.,a
      national banking associationBy:Name:
                          
                          Name:Title:Name:


3


EXHIBIT
F


FORM OF
SUBTENANT NON-DISTURBANCE AGREEMENT




[TO BE
ADDED]





SCHEDULE
1





ART


[SCHEDULE
TO BE COMPLETED AND ATTACHED


PRIOR
TO LEASE EXECUTION]





SCHEDULE
2





EXISTING
GROUND LEASE OR MORTGAGE








EXHIBIT
B





SUBLEASE
AGREEMENT





Office
      BuildingBANK
      OF AMERICA, N.A., a national banking associationLandlordTenantDate
      _______, ___





TABLE OF
CONTENTS





ARTICLE I.
                
                BASE
      RENT
                
                2ARTICLE II.
                
                ADDITIONAL
      RENT
                
                2ARTICLE III.
                
                OVERDUE
      AMOUNTS - RENT INDEPENDENT
                
                5ARTICLE IV.
                
                POSSESSION
      OF PREMISES
                
                6ARTICLE V.
                
                SERVICES
                
                6ARTICLE VI.
                
                INSURANCE
                
                8ARTICLE VII.
                
                CERTAIN
      RIGHTS RESERVED BY LANDLORD
                
                11ARTICLE VIII.
                
                ALTERATIONS
      AND IMPROVEMENTS
                
                12ARTICLE IX.
                
                REPAIRS;
      COMPLIANCE WITH LAWS; ENTRY
                
                12ARTICLE X.
                
                ASSIGNMENT
      AND SUBLETTING
                
                14ARTICLE XI.
                
                DAMAGE
      BY FIRE OR OTHER CASUALTY
                
                15ARTICLE XII.
                
                EMINENT
      DOMAIN
                
                16ARTICLE XIII.
                
                SURRENDER
      OF PREMISES
                
                17ARTICLE XIV.
                
                DEFAULT
      OF TENANT AND LANDLORD’S REMEDIES
                
                18ARTICLE XV.
                
                [RESERVED]
                
                21ARTICLE XVI.
                
                MISCELLANEOUS
                
                21ARTICLE XVII.
                
                OTHER
      PROVISIONS
                
                24ARTICLE XVIII.
                
                SECURITY
      DEPOSIT
                
                24


i


SUBLEASE
AGREEMENT





THIS
SUBLEASE AGREEMENT (herein called this “Lease”), dated as of the _____ day of
________________, ____, by and between BANK OF AMERICA, N.A., a
national banking association, lessee of the Office Complex (as hereinafter
defined), hereinafter referred to as “Landlord,” and
__________________________________________, hereinafter referred to as
“Tenant.”




WITNESSETH:





That
Landlord is the lessee under that certain Amended and Restated Lease Agreement
dated as of May ___, 2003 with U.S. Bank National Association (as successor to
State Street Bank and Trust Company of Connecticut, National Association), not
in its individual capacity, but solely as Owner Trustee under the Amended and
Restated Trust Agreement (1997-D) dated as of May ___, 2003 and Patrick E.
Thebado, not in his individual capacity, but solely as successor Co-Trustee to
Dori Anne Seakas, as successor Co-Trustee to Traci Hopkins, under the Amended
and Restated Trust Agreement (1997-D) dated as of May ___, 2003 (the “Prime
Lease”), which Prime Lease demises to Tenant the building (the “Building”)
commonly known as _________________ located at
_________________________________.  The land (including all easement
areas appurtenant thereto) upon which the Building is located is hereinafter
referred to as the “Property;” and the Property and all buildings and
improvements and personal property of Landlord used in connection with the
operation or maintenance thereof located therein and thereon and the appurtenant
parking facilities, if any, are hereinafter called the “Office
Complex.”




That
Landlord, in consideration of the rents and covenants hereinafter set forth,
does hereby sublease and sublet unto Tenant, and Tenant does hereby hire and
take from Landlord, that certain office space in the Building shown and
designated on the floor plan attached hereto and made a part hereof as Exhibit A, consisting
of approximately _____ rentable square feet of space (hereinafter called the
“Premises”).




TO HAVE
AND TO HOLD THE PREMISES, without any liability or obligation on the part of
Landlord to make any alterations, improvements or repairs of any kind on or
about the Premises, except as expressly provided herein, for a term of _______
(__) years, commencing on the ________ day of ________________, 20__, and ending
on the ___________ day of _________________, 20__, unless sooner terminated or
extended in the manner provided hereinafter, to be occupied and used by Tenant
for general office and other purposes incidental thereto and for no other
purpose, subject to the covenants and agreements hereinafter
contained.





This
Lease is subject and subordinate to the Prime Lease (the lessors under which are
hereinafter collectively called the “Prime Lessor”) all present and future
ground or underlying leases of the Land and to the lien of any mortgages or
deeds of trust now or hereafter in force against the Office Complex or any
interest therein and to all renewals, extensions, modifications, consolidation
and replacements thereof.  At Landlord’s request, Tenant shall execute
such instruments or assurances as Landlord may deem necessary to evidence and
confirm such subordination of this Lease thereto or, if requested, to make
Tenant’s interest in this Lease superior thereto.  If any mortgage or
deed of trust shall be foreclosed or the property encumbered thereby is sold
pursuant to the exercise of a power of sale or transferred in lieu of
foreclosure, or if the Prime Lease or any future ground lease or underlying
lease is terminated: (i) the liability of the Prime Lessor, the mortgagee,
trustee, transferee, purchaser at such foreclosure sale or ground lessor and the
liability of a subsequent owner (all of the foregoing parties are collectively
called the “Successor”) shall exist only with respect to the period during which
the Successor is the owner of the Office Complex, and the Successor shall be
released from any further liability upon its transfer of ownership; and (ii) the
Successor shall not have any liability whatsoever for the acts of the Landlord
prior to any such transfer nor any liability for any deposits made by Tenant
hereunder unless Successor has received such deposits; and (iii) Tenant hereby
agrees to attorn to and recognize as Landlord, Successor, provided Successor or
any other successor agrees not to disturb Tenant’s tenancy so long as Tenant is
not in Default hereunder.




ARTICLE
I.  BASE
RENT:




A.  In
consideration of the leasing aforesaid, Tenant agrees to pay to Landlord, c/o
___________________________________, Attention: _____________________, or at
such other place as Landlord from time to time may designate in writing, an
annual rental of __________________________________ and __/100 Dollars
($______), sometimes hereinafter referred to as the “Base Rent,” payable
monthly, in advance, in equal installments of
____________________________________ and __/100 Dollars ($______), commencing on
the first day of the term and continuing on the first day of each and every
month thereafter during the balance of the term. If the term commences on a date
other than the first day of a calendar month or ends on a date other than the
last day of a calendar month, monthly rent for the first month of the term or
the last month of the term, as the case may be, shall be prorated based upon the
ratio that the number of days in the term within such month bears to the total
number of days in such month.




ARTICLE
II.  ADDITIONAL
RENT:  In addition to the Base Rent payable by Tenant under the
provisions of Article I hereof, Tenant shall pay to Landlord “Additional Rent”
as hereinafter provided in this Article II.




For
purposes of this Article II, Landlord and Tenant agree upon the following
Definitions:




A. 
The term “Lease Year” shall mean each of those calendar years commencing with
and including the year during which the term of this Lease commences, and ending
with the calendar year during which the term of this Lease (including any
extensions or renewals) terminates.




B.  
The term “Base Year” shall mean the calendar year in which the commencement date
of this Lease occurs.


2


C. 
The term “Real Estate Taxes” shall mean and include all personal property taxes
of Landlord relating to Landlord’s personal property located in the Office
Complex and used or useful in connection with the operation and maintenance
thereof, general real estate taxes, and installments of special assessments,
including interest thereon, relating to the Property and Office Complex, and all
other governmental charges, general and special, ordinary and extraordinary,
foreseen as well as unforeseen, of any kind and nature whatsoever, or other tax,
however described, which is levied or assessed by the United States of America
or the state in which the Office Complex is located or any political subdivision
thereof, against Landlord or all or any part of the Office Complex as a result
of Landlord’s ownership of the Property or Office Complex, and payable during
the respective Lease Year. Real Estate Taxes shall not include any income tax,
estate tax, or inheritance tax.




D.  The
term “Operating Expenses” shall mean and include all expenses, costs and
disbursements (other than Real Estate Taxes) of every kind and nature including,
but not limited to, the cost of all electricity used in the Office Complex for
building systems, building equipment, lighting in common areas, and electricity
used by Landlord, Tenant and all other tenants in the Office Complex for
lighting, office equipment, signage and through convenience outlets within any
portion of the Office Complex (determined for the applicable Lease Year on an
accrual basis), paid or incurred by Landlord in connection with the ownership,
management, operation and repair of the Property and the Office Complex, but
excluding the following:




(i)
              Principal
      or interest payments on loans secured by mortgages or trust deeds on the
      Property and/or on the Office
Complex;




(ii)
            Costs
      of capital improvements, except that Operating Expenses shall include (a)
      the cost during the term, as reasonably amortized by Landlord with
      interest at the rate of 10% per annum on the unamortized amount, of any
      capital improvement completed after the Base Year which reduces any
      component cost included within Operating Expenses; and (b) the cost of any
      capital improvements which are necessary to keep the Property and the
      Office Complex in compliance with all governmental rules and regulations
      applicable from time to time
thereto;




(iii)
            Real
      estate brokers’ leasing
commissions;




(iv)
            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;




(v)
            costs
      incurred in altering, renovating or otherwise improving or decorating or
      redecorating space for tenants or other occupants in the Building or
      vacant space in the Building (including without limitation any allowances
      or inducements made to any tenants or other
  occupants);


3


(vi)
            expenses
      in connection with services or other benefits of a type which are provided
      solely to or for the benefit of another tenant or occupant (except
      electricity, as hereinabove
described);




(vii)
            overhead
      and profit increment paid to subsidiaries or affiliates of Landlord or its
      beneficiaries for services on or to the Building, to the extent that the
      costs of such services exceed competitive market costs for such
      services;




(viii)
            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;




(ix)
            costs
      incurred in installing, operating and maintaining any specialty facility
      such as an observatory, broadcasting facilities (other than the Building’s
      music system and life support and security system), luncheon club,
      athletic or recreational club;




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




(xi)
            any
      expenses relating to repairs or replacements of the foundation, exterior
      or interior structural walls, or roof of the Building or of latent
      defects.




E.   The
term “Tenant’s Pro Rata Share” shall mean _______ and __/100ths percent
(____%).  Said percentage has been agreed upon by the parties hereto
after due consideration of the rentable area of the Premises (being
approximately ___________ rentable square feet of space) compared to the
rentable area of the Office Complex (being approximately ______________ rentable
square feet of space).




F.   Anything
herein to the contrary notwithstanding, it is agreed that in the event the
Office Complex is not fully occupied during the Base Year or any Lease Year, a
reasonable and equitable adjustment shall be made by Landlord in computing the
Operating Expenses for the Base Year or such Lease Year so that the Operating
Expenses shall be adjusted to the amount that would have been incurred had the
Office Complex been ninety-five percent (95%) occupied during the Base Year or
such Lease Year.




From and
after the initial Lease Year, Tenant shall pay to Landlord as Additional Rent an
amount (“Expense Adjustment Amount”) equal to Tenant’s Pro Rata Share of the
amount by which the combined total of Real Estate Taxes paid during each Lease
Year and Operating Expenses incurred with respect to each Lease Year exceeds the
total of the Real Estate Taxes paid and Operating Expenses incurred during the
Base Year.  The Expense Adjustment Amount with respect to each Lease
Year shall be paid in equal monthly installments, in advance, on the first day
of each month during such Lease Year in an amount estimated from time to time by
Landlord and communicated by written notice to Tenant.  In the event
that said estimate is delivered to Tenant after the first day of January of the
applicable Lease Year, said amount, so estimated, shall be payable as Additional
Rent, in equal monthly installments, in advance, on the first day of each month
over the balance of such Lease Year, with the number of installments being equal
to the number of full calendar months remaining in such Lease Year.




4





As
promptly as practicable following the close of each Lease Year, Landlord shall
prepare and deliver to Tenant a certificate (the “Certificate”) specifying
Operating Expenses and Real Estate Taxes for the applicable Lease
Year.  Landlord shall compute the Expense Adjustment Amount for the
applicable Lease Year based on Operating Expenses and Real Estate Taxes
specified in the Certificate and Landlord shall deliver to Tenant a statement of
such amount based upon said Certificate.  Tenant shall pay any
deficiency to Landlord as shown by such statement within ten (10) days after
receipt of such statement.  The amounts set forth on the Certificate
shall be final, binding and conclusive on Tenant.  If the total of the
estimated monthly installments paid by Tenant during any Lease Year exceeds the
actual Expense Adjustment Amount due from Tenant for such Lease Year, Landlord
shall, provided Tenant is not in Default hereunder, at Landlord’s option, either
(i) refund such excess or (ii) credit such excess against the most current
monthly installment or installments due Lessor for its estimate of the Expense
Adjustment Amount for the next following Lease Year.  A pro rata
adjustment shall be made for a fractional Lease Year occurring during the term
of this Lease or any renewal or extension thereof based upon the number of days
of the term of this Lease during said Lease Year as compared to three hundred
sixty-five (365) days and all additional sums payable by Tenant or credits due
Tenant as a result of the provisions of this Article II shall be adjusted
accordingly.




From time
to time during any applicable Lease Year, Landlord may reestimate the amount of
the Expense Adjustment Amount, and in such event Landlord shall notify Tenant,
in writing, of such reestimate in the manner above set forth and fix monthly
installments for the then remaining balance of such Lease Year in an amount
sufficient to pay the reestimated amount over the balance of such Lease Year
after giving credit for payments made by Tenant on the previous
estimate.




Further,
Tenant shall pay, also as Additional Rent, any tax or excise on rents, gross
receipts tax, or other tax, however described, which is levied or assessed by
the United States of America or the state in which the Office Complex is located
or any political subdivision thereof, against Landlord in respect to the Base
Rent, Additional Rent, or other charges reserved under this Lease or as a result
of Landlord’s receipt of such rents or other charges accruing under this Lease;
provided, however, Tenant shall have no obligation to pay net income taxes of
Landlord.




ARTICLE
III.  OVERDUE AMOUNTS - RENT
INDEPENDENT:  Any installment of Base Rent, Additional Rent, or
other charges to be paid by Tenant accruing under the provisions of this Lease,
which shall not be paid within 7 days of the date when due, shall bear interest
at the rate of ten percent (10%) per annum from the date when the same is due
until the same shall be paid, but if such rate exceeds the maximum interest rate
permitted by law, such rate shall be reduced to the highest rate allowed by law
under the circumstances.  Further, in the event any installment of
Base Rent, Additional Rent, or other charges to be paid by Tenant accruing under
the provisions of this Lease shall not be paid within 7 days of the date when
due, then in addition to the overdue amount accruing pursuant to the immediately
preceding sentence, Tenant shall pay to Landlord a “late charge” equal to five
percent (5%) of the current installment of monthly Base Rent, as additional
rent.  Tenant’s covenants to pay the Base Rent and the Additional Rent
are independent of any other covenant, condition, provision or agreement herein
contained.




5


ARTICLE
IV.  POSSESSION OF
PREMISES:  If Landlord shall be unable to give possession of
the Premises on the date of the commencement of the term because the
construction of the Premises has not been sufficiently completed to make the
Premises ready for occupancy, or for any other reason, Landlord shall not be
subject to any claims, damages or liabilities for the failure to give possession
on said date.  Under said circumstances, the rent reserved and all
covenants, agreements and obligations herein, and the term of this Lease shall
not commence until possession of the Premises is given or the Premises are ready
for occupancy, whichever is earlier, and failure to give possession on the date
of commencement of the term shall in no way affect the validity of this Lease or
the obligations of Tenant hereunder.  If Tenant is given and accepts
possession of the Premises on a date earlier than the date above specified for
commencement of the term, the rent reserved herein and all covenants, agreements
and obligations herein and the term of this Lease shall commence on the date
that possession of the Premises is given to Tenant.  In the event that
the commencement date of the term is delayed in accordance with the terms and
provisions of this Article IV, then the termination date of the term shall be
delayed for an equal number of days so that in all events the term hereof shall
consist of _____ ( ) years.




The
acceptance of possession by Tenant shall be deemed conclusively to establish
that the Premises have been completed and are in a condition satisfactory to
Tenant.




ARTICLE
V.  SERVICES:  Subject
to the provisions of Article II hereof, Landlord shall provide the following
services on all days excepting Saturdays, Sundays, holidays, and as otherwise
stated:




1.A.
            Nightly
      janitorial services Monday through Friday in and about the
      Premises.  The janitorial service furnished to the Premises
      shall include normal cleaning and upkeep services, normal removal of trash
      and rubbish, vacuuming and spot cleaning of carpeting, maintenance of
      towels, tissue and other restroom supplies and such other work as is
      customarily performed in connection with such nightly janitorial services
      in an office complex similar in construction, general location, use and
      occupancy to the Office Complex.  Landlord shall also provide
      periodic interior and exterior window washing and cleaning and waxing of
      uncarpeted floors in accordance with the standards of other comparable
      office buildings in the local community in which the Office Complex is
      located.





B.
            All
      electric lighting bulbs and tubes and all ballasts and starters within the
      Premises shall be replaced by Landlord at the expense of Tenant and shall
      be paid by Tenant upon receipt of invoice from Landlord as Additional
      Rent.  Tenant shall not by the use of any apparatus or device or
      otherwise overload or cause damage to any component of the electrical
      system of the Office Complex.


6


C.
            Heat
      and air conditioning, from 8 o’clock A.M. to 6:00 o’clock P.M., and on
      Saturdays which are not holidays, from 8 o’clock A.M. to 1 o’clock P.M.,
      at temperatures and in amounts as are generally provided in comparable
      buildings in the locality of the Building or in compliance with any
      governmental regulations, whichever is greater.  Service for
      central heating and air conditioning at times other than as above provided
      shall be furnished upon not less than twenty-four (24) hours’ advance
      notice from Tenant, and Landlord shall be entitled to charge Tenant the
      cost incurred by Landlord in providing such overtime service, including
      reasonable charges for overhead and supervision in connection therewith
      (not to exceed five percent (5%) of any such costs), and if more than one
      tenant has requested such overtime service for all or some of the same
      hours, the charge therefor will be prorated, based upon the number of
      tenants requesting said overtime service
  concurrently.





D.
            Hot
      and cold water from the regular building outlets for lavatory and
      restrooms and for drinking
purposes.




E.
            Passenger
      elevator service in common with other tenants to be provided by
      operator-less automatic elevators.  Landlord shall have the
      right to restrict the use of elevators for freight purposes to hours to be
      reasonably determined by Landlord.  Landlord shall have the
      right to limit the number of elevators to be in operation on Saturdays,
      Sundays and holidays.




F.
            Maintenance
      in good order, condition and repair of the parking facilities and all
      driveways leading thereto and keeping the same free from any unreasonable
      accumulation of snow.  Landlord shall keep and maintain the
      landscaped area and parking facilities in a neat and orderly condition.
      Landlord reserves the right to designate areas of the appurtenant parking
      facilities where Tenant, its agent, employees and invitees shall park and
      may exclude Tenant, its agents, employees and invitees from parking in
      other areas as designated by Landlord, provided, however, Landlord shall
      not be liable to Tenant for the failure of any tenant, its invitees,
      employees, agents and customers to abide by Landlord’s designations or
      restrictions.




G.
            A
      directory of all tenants in this Office
Complex.




H.
            Electricity
      for (i) lighting fixtures in the Premises of up to two (2) watts per
      square foot of rentable area within the Premises, (ii) signage, (iii)
      office equipment and (iv) convenience outlets in the Premises, together
      with adequate electrical wiring and facilities for standard building
      lighting fixtures and for Tenant’s incidental
      uses.  Distribution of electrical wiring and facilities within
      the Premises is at Tenant’s expense, although Tenant may use any existing
      conduit system within the Premises.  Tenant shall bear the cost
      of providing all replacement lamps, tubes, ballasts and starters for
      lighting fixtures.




7


2.
            Except
      for the limited abatement of rent upon a fire or casualty described in
      Article XI and except as otherwise provided herein, Tenant agrees that
      Landlord shall not be liable in damages, by abatement of rent or
      otherwise, for failure to furnish or delay in furnishing any service, or
      for any diminution in the quality or quantity thereof, when such failure
      or delay or diminution is occasioned, in whole or in part, by repairs,
      replacements, or improvements, by any strike, lockout or other labor
      trouble, by inability to secure electricity, gas or other fuel, or water
      at the Office Complex after reasonable effort so to do, by any accident or
      casualty whatsoever, by act, omission or Default by Tenant, or any other
      cause beyond Landlord’s reasonable control. Except in case of emergency,
      Landlord shall give Tenant reasonable prior notice of any delay or
      diminution in any service and shall use reasonable efforts to minimize any
      inconvenience to Tenant where such delay or diminution is the result of
      Landlord’s voluntary actions.  Except as hereinafter provided,
      such failures or delays or diminution shall never be deemed to constitute
      an eviction or disturbance of Tenant’s use and possession of the Premises
      or relieve Tenant from paying rent or performing any of its obligations
      under this Lease.  If Landlord ceases to furnish any of the
      services referred to in this Article V.2. or such services are
      interrupted, and if (i) such cessation does not arise as a result of an
      act or omission of Tenant, (ii) such cessation does not arise as a result
      of a matter or condition affecting two or more city blocks, such as a
      city-wide power outage, (iii) as a result of such cessation, the Premises
      or any material portion thereof is rendered untenantable (which term shall
      mean but not be limited to, a lack of elevator access, the failure to
      provide HVAC in accordance with the standards herein set forth or Tenant’s
      inability to use the Premises or such material portion thereof in the
      normal course of its business) and Tenant in fact so ceases to use the
      Premises or such material portion thereof for the normal conduct of its
      business, and (iv) such cessation continues for a period of twenty (20) or
      more consecutive business days, then the rent payable hereunder shall be
      equitably abated based upon the percentage of the space in the Premises so
      rendered untenantable and not being used by Tenant.  The
      foregoing abatement of rent shall become effective as of the day the
      Premises or such material portion thereof becomes untenantable and Tenant
      ceases to use such space for the normal conduct of its
      business.




ARTICLE
VI.  INSURANCE:  Landlord
shall keep the Office Complex insured for the benefit of Landlord in an amount
equivalent to the full replacement value thereof (excluding foundation, grading
and excavation costs) against:




(a)
            loss
      or damage by fire; and




(b)
            such
      other risk or risks of a similar or dissimilar nature as are now, or may
      in the future be, customarily covered with respect to buildings and
      improvements similar in construction, general location, use, occupancy and
      design to the Office Complex, including, but without limiting the
      generality of the foregoing, windstorms, hail, explosion, vandalism,
      malicious mischief, civil commotion, and such other coverage as may be
      deemed necessary by Landlord, providing such additional coverage is
      obtainable and providing such additional coverage is such as is
      customarily carried with respect to buildings and improvements similar in
      construction, general location, use, occupancy and design to the Office
      Complex.




8


The
foregoing insurance provisions shall in no way limit or modify any of the
obligations of Tenant under any provision of this Lease
Agreement.  Insurance premiums paid by Landlord hereunder shall be
included in the “Operating Expenses” described in Article II
hereof.




Tenant
shall keep all of its machinery, equipment, furniture, fixtures, personal
property (including also property under the care, custody, or control of Tenant)
and business interests which may be located in, upon or about the Premises
insured for the benefit of Tenant in an amount equivalent to the full
replacement value or insurable value thereof against:




(a)
            loss
      or damage by fire; and




(b)
            such
      other risk or risks of a similar or dissimilar nature as are now, or may
      in the future be, customarily covered with respect to a tenant’s
      machinery, equipment, furniture, fixtures, personal property and business
      located in a building similar in construction, general location, use,
      occupancy and design to the Office Complex, including, but without
      limiting the generality of the foregoing, windstorms, hail, explosions,
      vandalism, theft, malicious mischief, civil commotion, and such other
      coverage as Tenant may deem appropriate or
  necessary.




Anything
in this Lease to the contrary notwithstanding, Landlord and Tenant severally
waive any claim in its favor against the other, the other’s agents or employees,
for loss of or damage to any of its property located in or constituting a part
of the Leased Premises or the Building, by reason of fire or the elements, or
any other cause (INCLUDING NEGLIGENCE AND STRICT LIABILITY OF ANY KIND) that is
insured, or is insurable (whether or not actually insured) by the terms of
standard fire and extended coverage insurance in the state where the Building is
located, regardless of the amount of the proceeds, if any, payable under such
insurance.




Landlord
shall, as a portion of the Operating Expenses defined in Article II, maintain,
for its benefit and the benefit of its managing agent, general public liability
insurance against claims for personal injury, death or property damage occurring
upon, in or about the Office Complex, such insurance to afford protection to
Landlord and its managing agent.


9


Tenant
shall, at Tenant’s sole cost and expense but for the mutual benefit of Landlord,
its managing agent and Tenant, maintain general public liability insurance
against claims for personal injury, death or property damage occurring upon, in
or about the Premises, such insurance to afford protection to Landlord, its
managing agent and Tenant to the limit of not less than One Million and 00/100
Dollars ($1,000,000.00) in respect to the injury or death to a single person,
and to the limit of not less than Three Million and 00/100 Dollars
($3,000,000.00) in respect to any one accident, and to the limit of not less
than Five Hundred Thousand and 00/100 Dollars ($500,000.00) in respect to any
property damage.  Such policies of insurance shall be written in
companies reasonably satisfactory to Landlord, naming Landlord and its managing
agent as additional insureds thereunder, and such policies, or a memorandum or
certificate of such insurance, shall be delivered to Landlord endorsed “Premium
Paid” by the company or agency issuing the same or accompanied by other evidence
satisfactory to Landlord that the premium thereon has been paid.  At
such time as insurance limits required of tenants in office buildings in the
area in which the Office Complex is located are generally increased to greater
amounts, Landlord shall have the right to require such greater limits as may
then be customary.




Tenant
agrees to include in such policy the contractual liability coverage insuring
Tenant’s indemnification obligations provided for herein.  Any such
coverage shall be deemed primary to any liability coverage secured by
Landlord.




Tenant
agrees to indemnify and save Landlord and its managing agent harmless against
and from any and all liabilities, damages, costs and expenses (including
reasonable attorneys’ fees and expenses) arising from causes of action, suits,
claims, demands and judgments by or on behalf of any person or persons, firm or
firms, corporation or corporations, arising from any breach or default on the
part of Tenant in the performance of any covenant or agreement on the part of
Tenant to be performed, pursuant to the terms of this Lease, or arising from any
act or negligence on the part of Tenant or its agents, contractors, servants,
employees or licensees, or arising from any accident, injury or damage to the
extent caused by Tenant, its agent, and employees to any person, firm or
corporation occurring during the term of this Lease or any renewal thereof, in
or about the Premises and Office Complex; and in case any action or proceeding
be brought against Landlord or its managing agent by reason of any such claim,
Tenant, upon notice from Landlord, covenants to resist or defend such action or
proceeding by counsel reasonably satisfactory to Landlord.




Landlord
hereby indemnifies and agrees to hold Tenant harmless from and against all
liability, damages, costs and expenses from causes of action, suits, claims,
demands and judgments of any nature whatsoever caused by the negligence or
willful misconduct of Landlord, its agents or employees, or Landlord’s breach of
this Lease.




Tenant
agrees, to the extent not expressly prohibited by law, that Landlord, its
agents, employees and servants shall not be liable, and Tenant waives all claims
for damage to property and business sustained during the term of this Lease
Agreement by Tenant occurring in or about the Office Complex, resulting directly
or indirectly from any existing or future condition, defect, matter or thing in
the Premises, the Office Complex, or any part thereof, or from equipment or
appurtenances becoming out of repair or from accident, or from any occurrence or
act or omission of Landlord, its agents, employees or servants, or any tenant or
occupant of the Building or any other person.  This paragraph shall
apply especially, but not exclusively, to damage caused as aforesaid or by the
flooding of basements or other subsurface areas, or by refrigerators, sprinkling
devices, air conditioning apparatus, water, snow, frost, steam, excessive heat
or cold, falling plaster, broken glass, sewage, gas, odors or noise, or the
bursting or leaking of pipes or plumbing fixtures, and shall apply equally,
whether any such damage results from the act or omission of other tenants or
occupants in the Office Complex or any other persons, and whether such damage be
caused by or result from any of the aforesaid, or shall be caused by or result
from other circumstances of a similar or dissimilar nature.


10


Anything
herein to the contrary notwithstanding, in the event any damage to the Office
Complex results from any act or omission of Tenant, its agents, employees or
invitees, and all or any portion of Landlord’s loss is “deductible,” Tenant
shall pay to Lessor the amount of such deductible loss.  All property
in the Office Complex or on the Premises belonging to Tenant, its agents,
employees, invitees or otherwise located at the Premises, shall be at the risk
of Tenant only, and Landlord shall not be liable for damage thereto or theft,
misappropriation or loss thereof and Tenant agrees to defend and hold Landlord,
its agents, employees and servants harmless and indemnify them against claims
and liability for injuries to such property.




ARTICLE
VII.  CERTAIN RIGHTS RESERVED BY
LANDLORD:  Landlord reserves the following rights exercisable
without notice and without liability to Tenant and without effecting an
eviction, constructive or actual, or disturbance of Tenant’s use or possession,
or giving rise to any claim for setoff or abatement of rent:




A. 
To control, install, affix and maintain any and all signs on the Property, or on
the exterior of the Office Complex and in the corridors, entrances and other
common areas thereof.




B.  To
reasonably designate, limit, restrict and control any service in or to the
Office Complex, including but not limited to the designation of sources from
which Tenant may obtain sign painting and lettering.  Any restriction,
designation, limitation or control imposed by reason of this subparagraph shall
be imposed uniformly on Tenant and other tenants occupying space in the Office
Complex.




C.  To
retain at all times and to use in appropriate instances keys to all doors within
and into the Premises.  No locks shall be changed without the prior
written consent of Landlord.  This provision shall not apply to
Tenant’s safes, or other areas maintained by Tenant for the safety and security
of monies, securities, negotiable instruments or like items.




D.  To
make repairs, alterations, additions, or improvements, whether structural or
otherwise, in and about the Office Complex, or any part thereof, and for such
purposes to enter upon the Premises upon reasonable prior notice to Tenant
(except in the case of emergency, in which event no notice shall be required),
and during the continuation of any said work, to temporarily close doors,
entryways, public spaces, and corridors in the Office Complex and to interrupt
or temporarily suspend services and facilities.  Landlord shall use
reasonable commercial efforts to cause any repairs, alterations, additions or
improvements to be made in a manner which does not unreasonably interfere with
the normal conduct of Tenant’s business in the Premises.




E.   To
restrict or prohibit vending or dispensing machines of any kind in or about the
Premises.




F.   To
approve the weight, size and location of safes and other heavy equipment and
articles in and about the Premises and the Office Complex, and to require all
such items to be moved into and out of the Office Complex and the Premises only
at such times and in such manner as Landlord shall direct in
writing.


11


G.  
To enter the Premises (except for vaults and other secured areas) to show the
Premises to prospective purchasers, lenders or, during the last twelve (12)
months of the term, potential tenants.




H.  To
grant to anyone the exclusive right to conduct any particular business or
undertaking in the Office Complex other than general office use, including but
not limited to the following businesses: banks, savings and loan associations,
restaurants, cafeterias, candy and/or tobacco shops, and other stores selling
retail products.




ARTICLE
VIII.  ALTERATIONS AND
IMPROVEMENTS:  Tenant shall not make any improvements,
alterations, additions or installations in or to the Premises (hereinafter
referred to as the “Work”) without Landlord’s prior written
consent.  Along with any request for Landlord’s consent and before
commencement of the Work or delivery of any materials to be used in the Work to
the Premises or into the Office Complex, Tenant shall furnish Landlord with
plans and specifications, names and addresses of contractors, copies of
contracts, necessary permits and licenses, and an indemnification in such form
and amount as may be reasonably satisfactory to Landlord and a performance bond
executed by a commercial surety reasonably satisfactory to Landlord, and in an
amount equal to the Work and the payment of all liens for labor and material
arising therefrom.  Tenant agrees to defend and hold Landlord forever
harmless from any and all claims and liabilities of any kind and description
which may arise out of or be connected in any way with said improvements,
alterations, additions or installations.  All Work shall be done only
by contractors or mechanics reasonably approved by Landlord and at such time and
in such manner as Landlord may from time to time reasonably
designate.  Tenant shall pay the cost of all such improvements,
alterations, additions or installations (including a reasonable charge for
Landlord’s services and for Landlord’s inspection and engineering time not to
exceed five percent (5%) of the cost of such improvements, alterations,
additions or installations), and also the cost of painting, restoring, or
repairing the Premises and the Office Complex occasioned by such improvements,
alterations, additions or installations.  Upon completion of the Work,
Tenant shall furnish Landlord with contractor’s affidavits and full and final
waivers of liens, and receipted bills covering all labor and materials expended
and used.  The Work shall comply with all insurance requirements and
all laws, ordinances, rules and regulations of all governmental authorities and
shall be constructed in a good and workmanlike manner.  Tenant shall
permit Landlord to inspect construction operations in connection with the
Work.




ARTICLE
IX.  REPAIRS; COMPLIANCE WITH
LAWS; ENTRY.




A.  Repairs:  Subject
to Article VI hereof, Tenant shall, during the term of this Lease, at Tenant’s
expense, keep the Premises in as good order, condition and repair as they were
at the time Tenant took possession of the same, reasonable wear and tear and
damage from fire and other casualties excepted.  Tenant shall keep the
Premises in a neat and sanitary condition and shall not commit any nuisance or
waste on the Premises or in, on, or about the Office Complex, throw foreign
substances in the plumbing facilities, or waste any of the utilities furnished
by the Landlord.  All uninsured damage or injury to the Premises, or
to the Office Complex caused by Tenant moving furniture, fixtures, equipment, or
other devices in or out of the Premises or Office Complex or by installation or
removal of furniture, fixtures, equipment, devices or other property of Tenant,
its agents, contractors, servants or employees, due to carelessness, omission,
neglect, improper conduct, or other cause of Tenant, its servants, employees,
agents, visitors, or licensees, shall be repaired, restored and replaced
promptly by Tenant at its sole cost and expense to the satisfaction of
Landlord.  All repairs, restorations and replacements shall be in
quality and class equal to the original work.


12


B.     Compliance with
Laws.  Tenant shall not use or permit the use of any part of
the Premises for any purpose prohibited by law.  Tenant shall, at its
sole expense, comply with and conform to all federal, state and local laws,
ordinances, rules and regulations and the requirements of all governmental
authorities having jurisdiction over the Building which relate in any way to the
condition, use and occupancy of the Premises throughout the entire term of this
Lease.  Without limitation of the foregoing, Tenant covenants and
agrees not to bring into the Premises or to use, store, treat or dispose, or
permit the use, storage, treatment or disposal, in the Premises of (i) any
hazardous substance or regulated materials as defined under any present or
future federal, state or local law, rule or regulation or (ii) any explosives or
any flammable substances, including, but not limited to, gasoline, liquified
petroleum gas, turpentine, kerosene and naphtha (the substances and materials
referred to in clauses (i) and (ii) hereof are collectively referred to herein
as “Hazardous Materials”), except for such materials customarily used in office
operation (x) in such quantities which do not exceed any legal limits, and (y)
used, stored, treated and disposed of in compliance with all applicable laws and
regulations.  Tenant, from time to time, upon not less than ten (10)
days’ prior written request by Landlord, will provide Landlord with such
information in Tenant’s possession which Landlord may request regarding Tenant’s
operations in the Premises (including, without limitation, whether or not such
operations involve the generation, transportation, storage, treatment or
disposal of Hazardous Materials) and shall cooperate with Landlord in connection
with disclosure to any governmental authority of matters relating to the
physical condition of Premises, under any federal, state or local laws, rules or
regulations.




C.     Entry.  Landlord
or its employees, or agents, shall have the right to enter the Premises at any
reasonable time or times for the purpose of inspection, cleaning, repairs,
altering, or improving the same but nothing contained herein shall be construed
as imposing any obligation on Landlord to make any repairs, alterations or
improvements which are the obligation of the Tenant.




13




ARTICLE
X.  ASSIGNMENT AND
SUBLETTING:  Tenant shall not, without the prior written
consent of Landlord, (i) transfer, pledge, mortgage or assign this Lease or any
interest hereunder; (ii) permit any assignment of this Lease by voluntary act,
operation of law or otherwise; (iii) sublet the Premises or any part thereof; or
(iv) permit the use of the Premises by any parties other than Tenant, its agents
and employees.  Tenant shall seek such consent of Landlord by a
written request therefor, setting forth such information as Landlord may deem
necessary.  Tenant shall, by notice in writing, advise Landlord of its
intention from, on and after a stated date (which shall not be less than thirty
(30) days after date of Tenant’s notice), to assign this Lease or to sublet any
part or all of the Premises for the balance or any part of the term. Tenant’s
notice shall include all of the terms of the proposed assignment or sublease and
shall state the consideration therefor.  In such event, Landlord shall
have the right, to be exercised by giving written notice to Tenant within thirty
(30) days after receipt of Tenant’s notice, to recapture the space described in
Tenant’s notice and such recapture notice shall, if given, cancel and terminate
this Lease with respect to the space therein described as of the date stated in
Tenant’s notice.  Tenant’s notice shall state the name and address of
the proposed assignee or subtenant and a true and complete copy of the proposed
assignment or sublease shall be delivered to Landlord with Tenant’s
notice.  If Tenant’s notice shall cover all of the Premises, and
Landlord shall have exercised its foregoing recapture right, the term of this
Lease shall expire and end on the date stated in Tenant’s notice as fully and
completely as if that date had been herein definitely fixed for the expiration
of the term.  If, however, this Lease be cancelled with respect to
less than the entire Premises, the Base Rent and Additional Rent shall be
equitably adjusted by Landlord with due consideration of the size, location,
type and quality of the portion of the Premises so remaining after the
“recapture” and such rent shall be reduced accordingly from and after the
termination date for said portion, and this Lease as so amended shall continue
thereafter in full force and effect.  The rent adjustments provided
for herein shall be evidenced by an amendment to Lease executed by Landlord and
Tenant.  If this Lease shall be terminated in the manner aforesaid,
either as to the entire Premises or only a portion thereof, to such extent the
term of this Lease shall end upon the appropriate effective date of the proposed
sublease or assignment as if that date had been originally fixed in this Lease
for such expiration, and in the event of a termination affecting less than the
entire Premises, Tenant shall comply with Article XIII (“Surrender of Premises”)
of this Lease with respect to such portion of the Premises affected
thereby.




If
Landlord, upon receiving Tenant’s notice with respect to any such space, shall
not exercise its right to recapture as aforesaid, Landlord will not unreasonably
withhold its consent to Tenant’s assignment of the Lease or subletting such
space to the party identified in Tenant’s notice, provided, however, that in the
event Landlord consents to any such assignment or subletting, and as a condition
thereto, Tenant shall pay to Landlord fifty percent (50%) of all net profit
derived by Tenant from such assignment or subletting.  For purposes of
the foregoing, profit shall be deemed to include, but shall not be limited to,
the amount of all rent payable by such assignee or sublessee in excess of the
Base Rent and Additional Rent, payable by Tenant under this Lease.  If
a part of the consideration for such assignment or subletting shall be payable
other than in cash, the payment to Landlord shall be in cash for its share of
any non-cash consideration based upon the fair market value
thereof.  For purposes of the foregoing, net profit shall mean all
profit, less customary and reasonable brokerage commissions, reasonable legal
fees, reasonable lease takeover costs and expenses, and reasonable and bona fide
construction allowances and costs of improvements necessary to put such
subtenant in occupancy, all of which shall be amortized over the remaining term
of the Lease.




Tenant
shall and hereby agrees that it will furnish to Landlord upon request from
Landlord a complete statement, certified by a duly authorized officer of Tenant
setting forth in detail the computation of all profit derived and to be derived
from such assignment or subletting, such computation to be made in accordance
with generally accepted accounting principles. Tenant agrees that Landlord or
its authorized representatives shall be given access at all reasonable times to
the books, records and papers of Tenant relating to any such assignment or
subletting, and Landlord shall have the right to make copies
thereof.  The percentage of Tenant’s profit due Landlord hereunder
shall be paid to Landlord within five (5) days of receipt by Tenant of all
payments made from time to time by such assignee or sublessee to
Tenant.




14




For
purposes of the foregoing, any change in the partners of Tenant, if Tenant is a
partnership, or, if Tenant is a corporation, any transfer of any or all of the
shares of stock of Tenant by sale, assignment, operation of law or otherwise
resulting in a change in the present control of such corporation by the person
or persons owning a majority of such shares as of the date of this Lease, shall
be deemed to be an assignment within the meaning of this Article X.




Tenant
shall not in any event assign this Lease or sublet the Premises, or any portion
thereof, to a party which is a tenant in the Office Complex at the time of, or
immediately prior to, the execution of such assignment or sublease, or an
agreement therefor.




Any
subletting or assignment hereunder shall not release or discharge Tenant of or
from any liability, whether past, present or future, under this Lease, and
Tenant shall continue fully liable thereunder.  The subtenant or
subtenants or assignee shall agree in a form satisfactory to Landlord to comply
with and be bound by all of the terms, covenants, conditions, provisions and
agreements of this Lease to the extent of the space sublet or assigned, and
Tenant shall deliver to Landlord promptly after execution, an executed copy of
each such sublease or assignment and an agreement of compliance by each such
subtenant or assignee.  Consent by Landlord to any assignment of this
Lease or to any subletting of the Premises shall not be a waiver of Landlord’s
rights under this Article as to any subsequent assignment or
subletting.




Any sale,
assignment, mortgage, transfer, or subletting of this Lease which is not in
compliance with the provisions of this Article X shall be of no effect and
void.  Landlord’s right to assign its interest in this Lease shall
remain unqualified.  Landlord may make a reasonable charge to Tenant
for any reasonable attorney’s fees or expenses incident to a review of any
documentation related to any proposed assignment or subletting by
Tenant.




ARTICLE
XI.  DAMAGE
BY FIRE OR OTHER CASUALTY:  If fire or other casualty shall
render the whole or any material portion of the Premises untenantable, and the
Premises can reasonably be expected to be made tenantable within ninety (90)
days from the date of such event, then Landlord shall repair and restore the
Premises and the Office Complex to as near their condition prior to the fire or
other casualty as is reasonably possible within such ninety (90) day period
(subject to delays for causes beyond Landlord’s reasonable control) and notify
Tenant that it will be doing so, such notice to be mailed within thirty (30)
days from the date of such damage or destruction, and this Lease shall remain in
full force and effect, but the rent for the period during which the Premises are
untenantable shall be abated pro rata (based upon the portion of the Premises
which is untenantable).  If Landlord is required to repair the Office
Complex and/or the Premises, as aforesaid, said work shall be undertaken and
prosecuted with all due diligence and speed.




If fire
or other casualty shall render the whole or any material part of the Premises
untenantable and the Premises cannot reasonably be expected to be made
tenantable within ninety (90) days from the date of such event, then either
party, by notice in writing to the other mailed within thirty (30) days from the
date of such damage or destruction, may terminate this Lease effective upon a
date within thirty (30) days from the date of such notice.




15




In the
event that more than fifty percent (50%) of the value of the Office Complex is
damaged or destroyed by fire or other casualty, and irrespective of whether
damage or destruction can be made tenantable within ninety (90) days thereafter,
then at Landlord’s option, by written notice to Tenant, mailed within forty-five
(45) days from the date of such damage or destruction, Landlord may terminate
this Lease effective upon a date within ninety (90) days from the date of such
notice.




If fire
or other casualty shall render the whole or any material part of the Premises
untenantable and the Premises cannot reasonably be expected to be made
tenantable within ninety (90) days from the date of such event and neither party
hereto terminates this Lease pursuant to its rights herein or in the event that
more than fifty percent (50%) of the value of the Office Complex is damaged or
destroyed by fire or other casualty, and Landlord does not terminate this Lease
pursuant to its option granted herein, or in the event that fifty percent (50%)
or less of the value of the Office Complex is damaged or destroyed by fire or
other casualty and neither the whole nor any material portion of the Premises is
rendered untenantable, then Landlord shall repair and restore the Premises and
the Office Complex to as near their condition prior to the fire or other
casualty as is reasonably possible with all due diligence and speed (subject to
delays for causes beyond Landlord’s reasonable control) and the rent for the
period during which the Premises are untenantable shall be abated pro rata
(based upon the portion of the Premises which is untenantable).  In no
event shall Landlord be obligated to repair or restore any special equipment or
improvements installed by Tenant at Tenant’s expense.




In the
event of a termination of this Lease pursuant to this Article, rent shall be
apportioned on a per diem basis and paid to the date of the fire or other
casualty.




ARTICLE
XII.  EMINENT
DOMAIN:  If the whole of or any substantial part of the
Premises is taken by any public authority under the power of eminent domain, or
taken in any manner for any public or quasi-public use, so as to render (in
Tenant’s reasonable judgment) the remaining portion of the Premises unsuitable
for the purposes intended hereunder, then the term of this Lease shall cease as
of the day possession shall be taken by such public authority and Landlord shall
make a pro rata refund of any prepaid rent.  All damages awarded for
such taking under the power of eminent domain or any like proceedings shall
belong to and be the property of Landlord, Tenant hereby assigning to Landlord
its interest, if any, in said award.  In the event that fifty percent
(50%) or more of the building area or fifty percent (50%) or more of the value
of the Office Complex is taken by public authority under the power of eminent
domain, then, at Landlord’s option, by written notice to Tenant, mailed within
sixty (60) days from the date possession shall be taken by such public
authority, Landlord may terminate this Lease effective upon a date within ninety
(90) days from the date of such notice.  Further, if the whole of or
any material part of the Premises is taken by public authority under the power
of eminent domain, or taken in any manner for any public or quasi-public use, so
as to render the remaining portion of the Premises unsuitable in Tenant’s
reasonable opinion, for the purposes intended hereunder, upon delivery of
possession to the condemning authority pursuant to the proceedings, Tenant may,
at its option, terminate this Lease as to the remainder of the Premises by
written notice to Landlord, such notice to be given to Landlord within thirty
(30) days after Tenant receives notice of the taking. Tenant shall not have the
right to terminate this Lease pursuant to the preceding sentence unless the
business of Tenant conducted in the portion of the Premises taken cannot in
Tenant’s reasonable judgment be carried on with substantially the same utility
and efficiency in the remainder of the Premises.  Any notice of
termination shall specify the date no more than sixty (60) days after the giving
of such notice as the date for such termination.




16




Anything
in this Article XII to the contrary notwithstanding, Tenant shall have the right
to prove in any condemnation proceedings and to receive any separate award which
may be made for damages to or condemnation of Tenant’s movable trade fixtures
and equipment and for moving expenses; provided, however, Tenant shall in no
event have any right to receive any award for its interest in this Lease
Agreement or for loss of leasehold.  Anything in this Article XII to
the contrary notwithstanding, in the event of a partial condemnation of the
Office Complex or the Premises and this Lease is not terminated, Landlord shall,
at its sole cost and expense, restore the Premises and Office Complex to as
close to the condition the Office Complex and Premises were in prior to such
condemnation as possible, and the Base Rent provided for herein during the
period from and after the date of delivery of possession pursuant to such
proceedings to the termination of this Lease shall be reduced to a sum equal to
the product of the Base Rent provided for herein multiplied by a fraction, the
numerator of which is the fair market rent of the Premises after such taking and
after the same has been restored to a complete architectural unit, and the
denominator of which is the fair market rent of the Premises prior to such
taking.




ARTICLE
XIII.  SURRENDER OF
PREMISES:




A.    On
the last day of the term of this Sublease, or the sooner termination of this
Sublease, Tenant shall peaceably surrender the Premises in good order, condition
and repair (reasonable wear and tear excepted) consistent with Tenant’s duty to
make repairs as herein provided.  Landlord, by written notice to
Tenant given at or prior to termination of this Lease, may require Tenant, at
Tenant’s sole cost and expense, to remove any improvements, additions or
installations constructed or installed by Tenant in the Premises subsequent to
the date of this Lease, and to repair or restore any damage caused by the
installation and removal of such improvements, additions, or installations;
provided, however, the only improvements, additions or installations which
Tenant shall remove shall be those specified in such notice.  On or
before the last day of the term of this Lease, or the date of sooner termination
thereof, Tenant shall, at its sole cost and expense, remove all of its personal
property, trade fixtures and equipment from the Premises, and all property not
removed shall be deemed abandoned.  Tenant hereby appoints Landlord
its agent to remove all property of Tenant from the Premises upon termination of
this Lease and to cause its transportation and storage for Tenant’s benefit, all
at the sole cost and risk of Tenant, and Landlord shall not be liable for
damage, theft, misappropriation or loss thereof and Landlord shall not be liable
in any manner in respect thereto.  Tenant shall pay all costs and
expenses of such removal, transportation and storage.  Tenant shall
reimburse Landlord upon demand for any expenses incurred by Landlord with
respect to removal, transportation, or storage of abandoned property and with
respect to restoring said Premises to good order, condition and
repair.  All alterations, additions, installations and fixtures, other
than Tenant’s trade fixtures and equipment, which have been made or installed by
either Landlord or Tenant upon the Premises, shall remain the property of
Landlord and shall be surrendered with the Premises as a part
thereof.




B.     If
the Premises are not surrendered at the end of the term or sooner termination
thereof, Tenant shall indemnify Landlord against loss or liability resulting
from delay by Tenant in so surrendering the Premises, including, without
limitation, claims made by any succeeding tenants founded on such delay and any
attorney’s fees resulting therefrom.  Tenant shall promptly surrender
all keys for the Premises to Landlord at the place then fixed for the payment of
rent and shall inform Landlord of combinations on any vaults, locks and safes
left on the Premises.




17




C.     Tenant
shall give written notice to Landlord at least thirty (30) days prior to
vacating the Premises for the express purpose of arranging a meeting with
Landlord for a joint inspection of the Premises.  In the event of
Tenant’s failure to give such notice and arrange such joint inspection,
Landlord’s inspection at or after Tenant’s vacation of the Premises shall be
conclusively deemed correct for purposes of determining Tenant’s responsibility
for repairs and restoration hereunder.




D.     In
the event Tenant remains in possession of the Premises after expiration of this
Lease and without the execution of a new lease and without Landlord’s written
consent, Tenant shall be deemed to be occupying the Premises without claim of
right and Tenant shall pay Landlord for all costs arising out of loss or
liability resulting from delay by Tenant in so surrendering the Premises as
above provided and shall pay a charge for each day of occupancy in an amount
equal to double the Base Rent and Additional Rent (on a daily basis) then
currently being charged by Landlord on new leases in the Office Complex for
space similar to the Premises.




ARTICLE
XIV.  DEFAULT OF TENANT AND
LANDLORD’S REMEDIES:




(a)
            Default. Any
      one or more of the following events shall be a default (“Default”) under
      this Lease:  (i) If Tenant does not pay the Base Rent and
      Additional Rent or any installment thereof or does not pay any other sum
      required to be paid by Tenant under this Lease or under the terms of any
      other agreement between Landlord (or Landlord’s predecessors in title) and
      Tenant and such default shall continue for five (5) days after written
      notice to Tenant; or (ii) if Tenant fails to observe or perform any of the
      other covenants or conditions in this Lease which Tenant is required to
      observe and perform and such default shall continue for thirty (30) days
      after written notice to Tenant, provided, however, if such default does
      not involve a hazardous condition and is susceptible to cure but cannot by
      the use of reasonable efforts, be cured within thirty (30) days, Landlord
      shall not exercise any of its remedies hereunder if and so long as (1)
      Tenant shall have commenced to cure such default within thirty (30) days
      and (2)  Tenant shall thereafter continuously and diligently
      proceed to cure such default in a manner reasonably satisfactory to
      Landlord, and (3) such default shall be cured within ninety (90) days of
      such notice to Tenant; or (iii) if a default is made in the performance by
      Tenant of any covenant of this Lease which involves a hazardous condition
      and upon written notice to Tenant Tenant does not take immediate action to
      remedy such condition; or (iv) if the interest of Tenant in this Lease
      shall be levied on under execution or other legal process; or (v) if any
      voluntary petition in bankruptcy or for corporate reorganization or any
      similar relief shall be filed by Tenant; or (vi) if any involuntary
      petition in bankruptcy shall be filed against Tenant under any federal or
      state bankruptcy or insolvency act and shall not have been dismissed
      within ninety (90) days from the filing thereof; or (vii) if a receiver
      shall be appointed for Tenant or any of the property of Tenant by any
      court and such receiver shall not have been dismissed within ninety (90)
      days from the date of his appointment; or (viii) if Tenant shall make an
      assignment for the benefit of creditors; or (ix) if Tenant shall admit in
      writing Tenant’s inability to meet Tenant’s debts as they
      mature.




18




(b)
            Landlord’s
      Remedies.  If a Default occurs, Landlord may, at its sole
      option, with or without further notice or demand of any kind to Tenant or
      any other person, have any one or more of the following described remedies
      in addition to all other rights and remedies provided at law or in equity
      or elsewhere herein (provided that Landlord shall use such efforts as are
      required by law to mitigate any damages resulting from such
      Default):




(i)
            Terminate
      this Lease and the term created hereby and immediately repossess the
      Premises.  If Landlord does terminate this Lease and repossess
      the Premises, Landlord shall be entitled to immediately recover, in
      addition to any other sums or damages for which Tenant may be liable to
      Landlord, as damages a sum of money equal to the excess of the present
      value of the rent (Base Rent and Additional Rent) provided to be paid by
      Tenant for the balance of the term over the present value of the
      anticipated fair market rent for the Premises (computed based upon the
      yield on U.S. Treasury obligations having a maturity closest to the last
      day of the term of this Lease, absent early termination) that could be
      achieved for said period, after deduction of all anticipated expenses of
      reletting, including, without limitation, all allowances, abatements,
      construction costs, brokerage commissions and Tenant concessions likely to
      be required under then-existing market conditions.  Should the
      present value of the anticipated fair market rent for the Premises, after
      deduction of all anticipated expenses of reletting, that could be achieved
      for the balance of the term exceed the present value of the rent provided
      to be paid by Tenant for the balance of the term, Landlord shall have no
      obligation to pay to Tenant the excess or any part thereof or to credit
      such excess or any part thereof against any other sums or damages for
      which Tenant may be liable to
Landlord.




19




(ii)
            Landlord
      may terminate Tenant’s right of possession and may repossess the Premises
      by forcible entry and detainer suit, by taking peaceful possession or
      otherwise, without terminating this Lease.  If Landlord
      terminates Tenant’s right of possession without terminating this Lease,
      Landlord shall take such measures as are required by law, to relet the
      same for the account of Tenant, for such rent and upon such terms as shall
      be reasonably satisfactory to Landlord.  Reasonable measures
      shall not obligate Landlord to show the Premises before showing other
      space in the Building to a prospective tenant.  For the purpose
      of such reletting, Landlord is authorized to decorate, repair, remodel or
      alter the Premises and to relet the Premises at such rental rate (which
      may be higher than the rental rate then applicable under this Lease), as
      Landlord reasonably determines to be necessary to maximize the effective
      rent on reletting.  If Landlord shall fail to relet the
      Premises, Tenant shall pay to Landlord as damages the amount of the rent
      (Base Rent and Additional Rent) reserved in this Lease for the balance of
      the term as due hereunder.  If the Premises are relet and a
      sufficient sum shall not be realized from such reletting after paying all
      of the costs of alterations, installations and additions and the expenses
      of such reletting (including all allowances, abatements and other Tenant
      concessions required under then-existing market conditions), to satisfy
      the rent provided for in this Lease, Tenant shall satisfy and pay the same
      upon demand therefor from time to time.  Tenant shall not be
      entitled to any rents received by Landlord in excess of the rent provided
      for in this Lease.  Tenant agrees that Landlord may file suit to
      recover any sums falling due under the terms of this Paragraph XIV(b)(ii)
      from time to time and that no suit or recovery of any portion due Landlord
      hereunder shall be any defense to any subsequent action brought for any
      amount not therefore reduced to judgment in favor of
    Landlord.




(c)
            Jury Trial
      Waiver.  Tenant hereby waives its rights to a trial by
      jury in any action or proceeding based upon or related to the subject
      matter of this Lease and the business relationship that is being
      established.  This waiver is knowingly, intentionally and
      voluntarily made by Tenant and Tenant acknowledges neither Landlord nor
      any person acting on behalf of Landlord has made any representations of
      fact to include this waiver of trial by jury or has taken any actions
      which in any way modify or nullify its effect.  Tenant
      acknowledges that this waiver is a material inducement to enter into this
      Lease and that Landlord has already relied on this waiver in entering into
      this Lease and that Landlord will continue to rely on this waiver in its
      future dealings with Tenant.  Tenant further acknowledges that
      it has been represented (or has had the opportunity to be represented) in
      the signing of this Lease and in the making of this waiver by independent
      legal counsel.




(d)
            Expenses of
      Enforcement.  The prevailing party shall be entitled to
      receive from the other party hereto upon demand all reasonable costs,
      charges and expenses including the reasonable fees and out-of-pocket
      expenses of counsel (including in-house attorneys), agents and others
      retained by the prevailing party incurred in enforcing the obligations
      hereunder against the other party
hereto.




20




ARTICLE
XV.  [RESERVED]




ARTICLE
XVI.  MISCELLANEOUS:




A.           Tenant
represents that Tenant has dealt directly with and only with
__________________________________________, as broker, in connection with this
Lease and that insofar as Tenant knows, no other broker negotiated or
participated in negotiations of this Lease or submitted or showed the Premises
or is entitled to any commission in connection therewith.




B.           Landlord
and Tenant each agree, from time to time upon not less than 10 days’ prior
written request by the other to deliver a statement in writing certifying (i)
that this Lease is unmodified and in full force and effect (or if there have
been modifications that the Lease as modified is in full force and effect and
stating the modifications); (ii) the dates to which the rent and other charges
have been paid; (iii) that such other party is not in default in any provision
of this Lease or, if in default, the nature thereof specified in detail; (iv)
the amount of monthly rental currently payable by Tenant; (v) the amount of any
prepaid rent; and (vi) such other matters as may be reasonably requested by such
other party or any mortgagee or prospective purchaser of the Office
Complex.




C.           All
notices, demands and requests shall be in writing, and shall be effectively
served in any of the following manners:




(i)
            If
      addressed to Tenant:


By
      forwarding such notice, demand or request by certified or registered mail,
      postage prepaid, addressed to Tenant at:




___________________________________


___________________________________


___________________________________





Attention:
      __________________________




or
      at such other address as Tenant may hereafter designate by written notice
      to Landlord, in which case said notice shall be effective at the time of
      mailing such notice.




(ii)
            If
      addressed to Landlord:


By
      forwarding such notice, demand or request by certified or registered mail,
      postage prepaid, addressed to Landlord
at:




Bank
      of America, N.A.


401
      North Tryon Street


Charlotte,
      North Carolina 28255


Attention:  Real
      Estate Services, NC1 –021-06-11




21




or
      at such other address as Landlord may hereafter designate by written
      notice to Tenant, in which case said notice shall be effective at the time
      of mailing such notice.




D.     All
rights and remedies of Landlord under this Lease or that may be provided by law
may be executed by Landlord in its own name, individually, or in the name of its
agent, and all legal proceedings for the enforcement of any such rights or
remedies, including those set forth in Article XIV, may be commenced and
prosecuted to final judgment and execution by Landlord in its own name or in the
name of its agent.




E.      Landlord
covenants and agrees that Tenant, upon paying the Base Rent, Additional Rent and
other charges herein provided for and observing and keeping the covenants,
agreements and conditions of this Lease on its part to be kept and performed,
shall lawfully and quietly hold, occupy and enjoy the Premises during the term
of this Lease.




F.      The
covenants and agreements herein contained shall bind and inure to the benefit of
the Landlord, its successors and assigns, and Tenant and its permitted
successors and assigns.




G.      If
any term or provision of this Lease shall to any extent be held invalid or
unenforceable, the remaining terms and provisions of this Lease shall not be
affected thereby, but each term and provision of this Lease shall be valid and
enforced to the fullest extent permitted by law.  This Lease shall be
construed and enforced in accordance with the laws of the state in which the
Premises are located.




H.      Tenant
covenants not to do or suffer any waste or damage or disfigurement or injury to
the Premises or Office Complex and Tenant further covenants that it will not
vacate or abandon the Premises during the term of this Lease.




I.       The
term “Landlord” as used in this Lease so far as covenants or obligations on the
part of Landlord are concerned shall be limited to mean and include only the
owner or owners of the Office Complex at the time in question, and in the event
of any transfer or transfers or conveyances the then grantor shall be
automatically freed and released from all personal liability accruing from and
after the date of such transfer or conveyance as respects the performance of any
covenant or obligation on the part of Landlord contained in this Lease to be
performed, it being intended hereby that the covenants and obligations contained
in this Lease on the part of Landlord shall be binding on the Landlord, its
successor and assigns, only during and in respect to their respective successive
periods of ownership.




In the
event of a sale or conveyance by Landlord of the Office Complex or any part of
the Office Complex, the same shall operate to release Landlord from any future
liability upon any of the covenants or conditions herein contained and in such
event Tenant agrees to look solely to the responsibility of the successor in
interest of Landlord in and to this Lease.  This Lease shall not be
affected by any such sale or conveyance, and Tenant agrees to attorn to the
purchaser or grantee, which shall be personally obligated on this Lease only so
long as it is the owner of Landlord’s interest in and to this
Lease.




J.     
 The marginal or topical headings of the several Articles are for
convenience only and do not define, limit or construe the contents of said
Articles.




22




K.     This
Lease contains the entire agreement of the parties with respect to the subject
matter herein contained and all preliminary negotiations with respect to the
subject matter herein contained are merged into and incorporated in this Lease
and all prior documents and correspondence between the parties with respect to
the subject matter herein contained are superseded and of no further force or
effect including without limitation that certain correspondence dated
___________________, 20__, from _______________________ of
____________________________________ to ________________________________ of
________________________.




L.      This
Lease can only be modified or amended by an agreement in writing signed by the
parties hereto.  No receipt of money by Landlord from Tenant or any
other person after termination of this Lease or after the service of any notice
or after the commencement of any suit, or after final judgment for possession of
the Premises shall reinstate, continue or extend the term of this Lease or
affect any such notice, demand or suit, or imply consent for any action for
which Landlord’s consent is required, unless specifically agreed to in writing
by Landlord. Any amounts received by Landlord may be allocated to any specific
amounts due from Tenant to Landlord as Landlord determines.




M.    Landlord
shall have the right to close any portion of the building area or land area to
the extent as may, in Landlord’s reasonable opinion, be necessary to prevent a
dedication thereof, or the accrual of any rights to any person or the public
therein.  Landlord shall at all times have full control, management
and direction of the Office Complex, subject to the rights of Tenant in the
Premises, and Landlord reserves the right at any time and from time to time to
reduce, increase, enclose or otherwise change the size, number and location of
buildings, layout and nature of the Office Complex and the other tenancies,
premises and buildings included in the Office Complex, to construct additional
buildings and additions to any building, and to create additional rentable areas
through use and/or enclosure of common areas, or otherwise, and to place signs
on the Office Complex, and to change the name, address, number or designation by
which the Office Complex is commonly known.  No implied easements are
granted by this Lease.




N.     Tenant
shall permit Landlord (or its designees) to erect, use, maintain, replace and
repair pipes, cables, conduits, plumbing, vents, and telephone, electric and
other wires or other items, in, to and through the Premises, as and to the
extent that Landlord may now or hereafter deem necessary or appropriate for the
proper operation and maintenance of the Office Complex.




O.     Tenant
confirms that Landlord and its agents have made no representations or promises
with respect to the Premises or the making of or entry into this Lease except as
in this Lease expressly set forth, and agrees that no claim or liability shall
be asserted by Tenant against Landlord for, and Landlord shall not be liable by
reason of, breach of any representations or promises not expressly stated in
this Lease.  This Lease, except for the Building Rules and
Regulations, with respect to which Paragraph P of this Article shall prevail,
can be modified or altered only by agreement in writing between Landlord and
Tenant, and no act or omission of any employee or agent of Landlord shall alter,
change or modify any of the provisions hereof.




23




P.      Tenant
shall perform, observe and comply with such reasonable rules and regulations
adopted from time to time by Landlord for the Office Complex with respect to the
safety, care and cleanliness of the Premises and the Office Complex, and the
preservation of good order thereon, and, upon written notice thereof to Tenant,
Tenant shall perform, observe, and comply with any changes, amendments or
additions thereto as from time to time shall be established and deemed advisable
by Landlord for tenants of the Office Complex.  Landlord shall not be
liable to Tenant for any failure of any other tenant or tenants of the Office
Complex to comply with such Building Rules and Regulations.  Landlord
covenants to enforce the rules and regulations in a fair and equitable manner as
to all tenants of the Office Complex.




Q.     All
rights of occupancy of Tenant herein shall be subject to all governmental laws,
ordinances and regulations, and Tenant shall comply with the same.




R.     All
obligations of Tenant hereunder not fully performed as of the expiration or
earlier termination of the term of this Lease shall survive the expiration or
earlier termination of the term hereof, including, without limitation, all
payment obligations with respect to Operating Expenses and Real Estate Taxes and
all obligations concerning the condition of the Premises.




ARTICLE
XVII.  OTHER
PROVISIONS: The following are made a part hereof, with the same force and
effect as if specifically set forth herein:




A.     Floor
Plan - Exhibit
A.




B.     Rider
to Lease




ARTICLE
XVIII.  SECURITY
DEPOSIT:  At the time of execution hereof, Tenant shall deposit
with Landlord the sum of ________________ and ____________________ Dollars
($______________) in cash, as and for a security deposit for the full and
faithful performance by Tenant of each and every term, provision, covenant and
condition of this Lease.  In the event that Tenant defaults with
respect to any of the terms, provisions, covenants and conditions of this Lease,
including, but not limited to, the payment of any rentals or other charges or
items to be paid or provided for by Tenant, Landlord may use, apply or retain
the whole or any part of the security so deposited for the payment of any such
rentals in default or for any other sum which Landlord may expend or be required
to expend by reason of Tenant’s default, including, but not limited to, any
damages or deficiency in the reletting of the Premises, whether such damages or
deficiency may accrue before or after reentry by Landlord.  Tenant
shall not be entitled to any interest on the security deposit.  It is
expressly understood and agreed that such deposit is not an advance rental
deposit or a measure of Landlord’s damages in case of Tenant’s
default.  Upon application of any part of the deposit by Landlord as
provided herein, Tenant shall pay to Landlord on demand the amount so applied in
order to restore the security deposit to its original amount.  Any
application of the deposit by Landlord shall not be deemed to have cured
Tenant’s default by reason of which the application is made.




In the
event of a bona fide sale of the Office Complex, Landlord shall have the right
to transfer the security deposit to its vendee for the benefit of Tenant, and
thereafter Landlord shall be released of all liability for the return of such
deposit and Tenant agrees to look to said vendee for the return of its security
deposit.  It is agreed that this provision shall apply to every
transfer or assignment made of the security deposit to any new
landlord.




24




The
security deposit shall not be assigned or encumbered by Tenant.  It is
expressly understood that the reentry of the Premises by Landlord for any
Default on the part of Tenant prior to the expiration of the term of this Lease
shall not be deemed a termination of this Lease so as to entitle Tenant to
recover the security deposit, and the security deposit shall be retained and
remain in the possession of Landlord until the end of the term of this
Lease.




Actions
by Landlord against Tenant for breach of this Lease shall in no way be limited
or restricted by the amount of the security deposit and resort to such security
deposit shall not waive any other rights or constitute an election of remedies
which Landlord may have.




If Tenant
shall fully and faithfully comply with all the terms, provisions, covenants and
conditions of this Lease, the security deposit, or any balance thereof, shall be
returned to Tenant within thirty (30) days after the time fixed herein as the
expiration of the term hereof and after the removal of Tenant and surrender of
possession of the Premises to Landlord.




25




IN
WITNESS WHEREOF, the parties have executed this Lease as of the day and year
first above written.




LANDLORD:
              
              TENANT:BANK
      OF AMERICA, N.A.,
                a
      national banking associationBy:
              
              
              By:Its:
              
              
              
              Its:




26










































































































































































































































































































































































































































































































SCHEDULE
2





AssumedProperty
                                                      
                                                      Termination DateBaltimore,
      MD – Calvert St.
                                                      
                                                      June
      10, 2004Arlington,
      VA
                                                      
                                                      June
      10, 2004Columbia,
      SC
                                                      
                                                      June
      10, 2004Silver
      Spring, MD
                                                      
                                                      June
      10, 2004College
      Park (Southside), GA
                                                      
                                                      June
      10, 2004Washington,
      DC
                                                      
                                                      June
      10, 2004St.
      Petersburg, FL
                                                      
                                                      June
      10, 2004Tucker
      (Northeast), GA
                                                      
                                                      June
      10, 2009Greensboro,
      NC
                                                      
                                                      June
      10, 2009Baltimore,
      MD – Charles St.
                                                      
                                                      June
      10, 2015Richmond,
      VA – Villa Park
                                                      
                                                      June
      10, 2022Norfolk,
      VA – Two Commercial
                                                      
                                                      June
      10, 2022Richmond,
      VA – Bank of America Center
                                                      
                                                      June
      10, 2022Norfolk,
      VA – Bank of America Center
                                                      
                                                      June
      10,
2022









SCHEDULE
3





I.
                    Address:
                    Washington
      Office730
      15th StreetWashington,
      DC




Land
Description:          See
Attached Appendix IA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix IB.




Lessor's
Cost:  $15,590,499.




Square Feet:
110,841


2





II.
                Address:
                St.
      Petersburg Operations Center830
      Central AvenueSt.
      Petersburg, FL




Land
Description:          See
Attached Appendix IIA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix IIB.




Lessor's
Cost:     $4,296,770.




Square Feet:
83,108


3


IV.
                Address:
                Southside
      Center6000
      Feldwood RoadCollege
      Park, GA




Land
Description:          See
Attached Appendix IVA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix IVB.




Lessor's
Cost:     $14,798,688.




Square Feet:
233,644


4





V.
                Address:
                Northeast
      Center2059
      Northlake ParkwayTucker,
      GA




Land
Description:          See
Attached Appendix VA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix VB.




Lessor's
Cost:     $21,593,123.




Square Feet:
248,024


5





VI.
                Address:
                Calvert
      Center225
      North Calvert StreetBaltimore,
      MD




Land
Description:          See
Attached Appendix VIA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix VIB.




Lessor's
Cost:     $10,396,422.




Square Feet:
381,422


6





VII.
                Address:
                Charles
      Street100
      South Charles StreetBaltimore,
      MD




Land
Description:          See
Attached Appendix VIIA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix VIIB.




Lessor's
Cost:     $45,788,074.




Square Feet:
473,324


7





VIII.
                Address:
                Veirs
      Mill12125
      Veirs Mill RoadSilver
      Spring, MD




Land
Description:          See
Attached Appendix VIIIA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix VIIIB.




Lessor's
Cost:     $1,598,688.




Square Feet:
27,557


8





IX.
                Address:
                Triad
      Center4161
      Piedmont AvenueGreensboro,
      NC




Land
Description:          See
Attached Appendix IXA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix IXB.




Lessor's
Cost:     $28,496,363.




Square Feet:
359,652


9





X.
                Address:
                Columbia
      Control Center295
      Greystone BoulevardColumbia,
      SC




Land
Description:          See
Attached Appendix XA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix XB.




Lessor's
Cost:     $6,198,807.




Square Feet:
71,962


10




XI.
                Address:
                Arlington
      Main3401
      Columbia PikeArlington,
      VA




Land
Description:          See
Attached Appendix XIA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix XIB.




Lessor's
Cost:     $1,598,589.




Square Feet:
25,624


11





XII.
                        Address:
                        Building
                        GarageBank
      of America Center
                        Parking
      GarageOne
      Commercial Place
                        One
      Commercial PlaceNorfolk,
      VA
                        Norfolk,
      VA




Land
Description:          See
Attached Appendix XIIA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix XIIB.




Lessor's
Cost:     $21,289,525.




Square Feet:
339,904


12




XIII.
                    Address:
                    Building
                    GarageBank
      of America Center  Richmond
                    Shockoe
      Parking Garage1111
      East Main Street
                    12th
      and Canal StreetRichmond,
      VA
                    Richmond,
      VA




Land
Description:          See
Attached Appendix XIIIA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix XIIIB.




Lessor's
Cost:     $50,592,725.




Square Feet:
540,765


13





XIV.
                  Address:
                  Two
      Commercial PlaceTwo
      Commercial PlaceNorfolk,
      VA




Land
Description:          See
Attached Appendix XIVA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix XIVB.




Lessor's
Cost:     $19,692,844.




Square Feet:
290,596


14





XV.
                  Address:
                  Villa
      Park8011
      Villa ParkRichmond,
      VA




Land
Description:          See
Attached Appendix XVA.




List of Personal Property
Subject to Lease (if
any):          See Attached
Appendix XVB.




Lessor's
Cost:     $68,095,628.




Square Feet:
83,108


15