MASTER
AGREEMENT REGARDING LEASES




THIS
MASTER AGREEMENT REGARDING LEASES (this "Master Agreement") is
made and entered into as of September 22, 2004, by and between WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association (herein called "Wachovia N.A."), and
FIRST STATES INVESTORS 3300, LLC, a Delaware limited liability company
(herein called "Master
Landlord Named Herein").




BACKGROUND




A.           On
May 10, 2004, Wachovia, as seller, and Master Landlord, as purchaser, entered
into a certain Agreement of Sale and Purchase, dated as of May 10, 2004, setting
forth a sale-leaseback transaction involving a portfolio of properties (each, a
"Portfolio
Property", and, collectively, the "Portfolio
Properties"), consisting of (i) the properties listed on Exhibit A hereto
(each, a "Group A
Property", and, collectively, the "Group A Properties"),
(ii) the properties listed on Exhibit B hereto
(each, a "Group B
Property", and, collectively, the "Group B Properties"),
and (iii) certain other properties that are not subject to leases with Master
Landlord; such Agreement of Sale and Purchase has heretofore been amended by
amendments dated June 2, 2004, August 16, 2004 and September 22, 2004 (such
Agreement of Sale and Purchase, as so amended, being herein called the "Purchase
Agreement").FSG is the owner of one
hundred percent (100%) of the membership interests in First States Investors
3300 Holdings, LLC, which is the owner of one hundred percent (100%) of the
membership interests in Master Landlord Named Herein.  Accordingly,
Master Landlord Named Herein is a Wholly-Owned Subsidiary of FSG.




B.           As
of the date hereof, the closing under the Purchase Agreement has occurred, and
pursuant thereto:




(1) Wachovia
has conveyed to Master Landlord, all of its ownership interest in all of the
Group A Properties and the Group BProperties;
and





(2) Master
Landlord, as landlord, and Wachovia, as tenant, have entered into 132 lease
agreements, each of which is dated as of the date hereof, and each of which
demises certain premises (as more particularly described in such Lease) within
(i) one of the Group A Properties (each, a "Group A Lease" and
collectively, the "Group A Leases"); or
(ii) one ofthe
Group B Properties(each, a "Group B Lease" and
collectively,the
"Group B
Leases").





As used
herein, (i) the term "Lease" shall mean any
Group A Lease or Group B Lease, and the term "Leases" shall mean,
collectively, the Group A Leases and the Group B Leases, and (ii) the term
"Lease
Property" shall mean any Group A Property orGroup B Property, and
the term "Lease
Properties" shall mean, collectively, the Group A Properties and the
Group B Properties.







C.           This
Master Agreement is also being executed pursuant to the Purchase Agreement at
the closing thereunder. The purpose hereof is to set forth additional covenants
and agreements with respect to the Leases between Master Landlord (as landlord
under the Group A Leases and the Group B Leases), on the one hand, and Wachovia,
on the other. Generally, it is the intention of the parties to set forth such
additional covenants and agreements in this Master Agreement, as opposed to
setting forth the same in each of the Leases, due to (i) the application thereof
to more than a single Lease Property, and/or (ii) the fact that the same are not
intended to apply to any third party (i.e., unaffiliated)
successors to the Master Landlord and/or Tenant under the Leases, except as
provided in this Master Agreement; but this sentence is intended as explanatory
and shall not be deemed to limit the express provisions hereof.




D.           Without
limiting the generality of the foregoing, it is intended, as more particularly
provided herein, that this Master Agreement be integrated with, and constitute a
part of, each Integrated Lease. In that regard, certain provisions of each Lease
(by way of example only, Article XI of each Lease setting forth Wachovia's
Termination Rights) were written to fully reflect the terms and conditions that
apply under such Lease from and after the point, if any, that it becomes a
Non-Integrated Lease, but only partially reflect the terms and conditions that
apply under such Lease while it remains an Integrated Lease; it being intended
that (i) for so long as each Lease shall remain an Integrated Lease, it shall be
read together with this Master Agreement (as an indispensable part thereof) in
determining the rights of the Landlord and the Tenant under the Lease (and that,
in the event of any conflict between the terms and conditions of this Master
Agreement and the terms and conditions of the Lease, the terms and conditions of
this Master Agreement shall control and apply in all respects, to the extent
herein expressed), and (ii) from and after the point, if any, that it becomes a
Non-Integrated Lease, it shall be read independent of this Master Agreement
(which shall no longer be a part thereof) in determining the rights of the
Landlord and the Tenant under the Lease, provided, that this clause (ii) shall
not be deemed to limit, in any way, the rights and/or obligations of any party
to this Master Agreement under this Master Agreement (including the obligations
of Wachovia to pay any Excess Termination Rights Payments pursuant to Section
3.4 hereof).




E.           Without
limiting the generality of the foregoing, it is further intended, that with
respect to any state or federal bankruptcy, reorganization or insolvency law,
including, without limitation, the United States Bankruptcy Code (Title 11,
U.S.C.A) and the Federal Deposit Insurance Act (Title 12, U.S.C.A, Chapter 16),
or other similar federal or state law, no party hereto shall have the right to
reject or disaffirm this Master Agreement or its obligations hereunder
separately from its obligations under the Leases for which the provisions of
this Master Agreement are incorporated; and this Master Agreement may not be
terminated without the express written consent of Wachovia, the Designated
Portfolio Lender and Master Landlord, provided, that the foregoing
shall not be deemed to limit, in any way, the rights and/or obligations of any
party to this Master Agreement under this Master Agreement.




F.           The
foregoing Recitals are intended to be an integral and operative part of this
Master Agreement.




NOW,
THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration in hand paid by each party to the other, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, covenant and agree as
follows:




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1.           Defined
Terms.  Capitalized terms used, but not defined, herein shall
have the meanings given to such terms in the Leases (and the provisions of last
paragraph of Section 1.1(b) of the Leases shall likewise be applicable herein).
As used in this Master Agreement, the following additional 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:




"Acceleration Rescission
Notice" shall have the meaning ascribed thereto in Section 13
hereof.




"Aggregate Termination Rights
Area", at any time, shall mean the sum of (i) the Type I
Termination Rights Area at such time, plus (ii) the Type II
Termination Rights Area at such time,plus (iii) the Type III
Termination Rights Area at such time, plus (iv) the Type IV
Termination Rights Area at such time.




"Available Termination Rights
Area", at any time, shall mean (i) the Aggregate Termination Rights Area
at such time, reduced by (ii) the aggregate
amount of the Exercise Termination Area as to all prior exercises of Wachovia's
Termination Rights under any Lease (provided, that the amount in
this clause (ii) shall not include, i.e., shall be reduced by,
the amount of any Excess Exercise Termination Area as to which Tenant shall have
made an Excess Termination Rights Payment).




"Base Leased
Premises", under any Lease, at any time, shall mean all the Leased
Premises demised under such Lease at such time (including all Coterminous Former
Release Space and Coterminous Expansion Space), but specifically excluding
any Short-Term Additional Space.




"Depositary" shall
mean an entity selected by Wachovia that is (1) a bank, savings and loan
association, trust company, insurance company or other entity subject to
supervision and regulation by the banking or insurance department of any of the
United States of America, the Board of Governors of the Federal Reserve System,
the Comptroller of the Currency, the Federal Deposit Insurance Corporation or
the Federal Savings and Loan Insurance Corporation (or any successor to any
thereof hereafter exercising similar functions), and (2) in the business of
acting as a depositary for, and with respect to, escrowed funds, provided that
in no event shall the Depositary be Wachovia or an Affiliate of
Wachovia.




"Designated Portfolio
Lender" shall have the meaning ascribed thereto in Section 13
hereof.




“Designated Mezzanine
Lender” shall have the meaning ascribed thereto in Section 14.1
hereof.




“DML Designation
Notice” shall have the meaning ascribed thereto in Section 14.1
hereof.




"DML Nominee", of a
Designated Mezzanine Lender, shall mean a person that acts solely for the
benefit of such Designated Mezzanine Lender as to the holding of all of the
membership interests in Master Landlord (or in any person owning, directly or
indirectly, all the ownership interest in Master Landlord).




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“DML Transferee” shall
mean any person that shall succeed to the interest of Designated Mezzanine
Lender (or its Wholly-Owned Subsidiary) in all of the membership interests in
Master Landlord (or in any person owning, directly or indirectly, all the
ownership interest in Master Landlord).




“DML Substitution
Notice” shall have the meaning ascribed thereto in Section 14.1
hereof.




"DPL Acceleration
Notice"  shall have the meaning ascribed thereto in Section 13
hereof.




"DPL Nominee", of a
Designated Portfolio Lender, shall mean a person that acts solely for the
benefit of such Designated Portfolio Lender as to the holding of any Landlord's
Estate or the exercise of the rights of such Designated Portfolio Lender under
Section 13.2(a) hereof.




"DPL Substitution
Notice" shall have the meaning ascribed thereto in Section 13
hereof.




"Enforcement Completion
Date" shall mean, in any case that the Designated Portfolio Lender shall
deliver a DPL Acceleration Notice (and not subsequently serve an Acceleration
Rescission Notice), the first date after the delivery of the DPL Acceleration
Notice that, with respect to each of the Lease Properties on which a mortgage
lien was granted to such Designated Portfolio Lender, either (i) such mortgage
lien shall have been satisfied, discharged or released by the Designated
Portfolio Lender, or (ii) the Landlord's Estate in the Lease affecting such
Lease Property shall have been transferred to the Designated Portfolio Lender or
its DPL Nominee.




"Excess Termination Rights
Payment", with respect to any exercise of Wachovia's Termination Rights
under a Non-Integrated Lease at a time when the Available Termination Rights
Area is less than the Exercise Termination Area as to such exercise, shall mean
an amount equal to the net present value of the Annual Basic Rent that would
have been payable for the balance of the Initial Term with respect to the excess
of (i) the Exercise Termination Area as to such exercise, over (ii) the then
Available Termination Rights Area (herein called the "Excess Exercise Termination
Area"), had such Lease not been terminated as to such Excess Exercise
Termination Area (which net present value shall be determined as of the day
immediately following the Early Termination Date, using a discount rate equal to
the Prime Rate).




"Exercise Termination
Area", as to any exercise of Wachovia's Termination Rights under any
Lease, shall mean either (i) the Net Rentable Area of the Leased Premises under
such Lease (in any case that Wachovia's Termination Rights are being exercised
as to the entirety of such Leased Premises), or (ii) the Net Rentable Area of
the Vacate Space with respect to such exercise (in any other case).




"Integrated Lease"
shall mean any Lease, other than a Non-Integrated Lease. On the date hereof, all
of the Leases are Integrated Leases.




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"Integrated Wachovia
Lease" shall mean any Integrated Lease under which the Tenant is a
Wachovia Party.




“Master Landlord”
shall mean (i) Master Landlord Named Herein, (ii) the person that shall succeed
to the interest of Master Landlord hereunder upon the Enforcement Completion
Date pursuant to Section 13.3 hereof, or (iii) following such a succession under
Section 13.3 hereof, any person that shall thereafter acquire the interest of
Master Landlord hereunder pursuant to an assignment permitted under Section 13.4
hereof.




“Mezzanine Lender”
shall mean a lender holding a Mezzanine Loan.




“Mezzanine Loan” shall
mean a loan principally secured (as to the repayment of the indebtedness and any
interest thereon) by a pledge of 100% of the membership interests in Master
Landlord, but not secured by (x) a collateral assignment of the interest of the
Master Landlord under the Master Agreement, or (y) in whole or in part, a
mortgage lien which covers any of the Lease Properties.  In addition,
in the case of the Mezzanine Loan made by the initial Designated Mezzanine
Lender, such loan, at the time of its making (but not otherwise) shall be in an
amount that, when added together with the original principal amount of the
Portfolio Loan made by the initial Designated Portfolio Lender, does not exceed
65% of the purchase price paid by Master Landlord to Wachovia for all of the
Portfolio Properties pursuant to the Purchase Agreement.




"Non-Integration
Event", with respect to any specific Lease, shall mean any of the
following events with respect to such Lease:




(a)           during
any period when there is no Designated Portfolio Lender, any Third Party
Transfer Event with respect to such Lease; or




(b)           during
any period when there is a Designated Portfolio Lender, but such Designated
Portfolio Lender does not hold a mortgage lien upon the Landlord's Estate under
such Lease, either of the following events: (1) any Third Party Transfer Event
with respect to such Lease; or (2) the delivery of a DPL Acceleration Notice by
such Designated Portfolio Lender; or




(c)           during
any period when there is a Designated Portfolio Lender, and such Designated
Portfolio Lender holds a mortgage lien upon the Landlord's Estate under such
Lease, any one of the following events:




(i)           any
Third Party Transfer Event with respect to such Lease, together with the release by
the Designated Portfolio Lender of the mortgage lien held by the Designated
Portfolio Lender upon the Landlord's Estate under such Lease; or




(ii)           any
Third Party Transfer Event with respect to such Lease effectuated (1) upon
completion of a foreclosure auction, or (2) with the written consent of the
Designated Portfolio Lender (whether or not the Designated Portfolio Lender
releases its mortgage lien upon the Landlord's Estate under such Lease);
or




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(iii)           the
failure of the Designated Portfolio Lender to deliver a DPL Acceleration Notice
within one hundred eighty (180) days after the Designated Property Lender
receives written notice of a Third Party Transfer Event with respect to such
Lease (whether or not the Designated Portfolio Lender releases its mortgage lien
upon the Landlord's Estate under such Lease); or




(d)           upon
the required assignment that takes effect on the Enforcement Completion Date
pursuant to Section 13.3, the Landlord's Estate under such Lease (at such time)
not being held by the assignee of the interest of Master Landlord hereunder
(i.e., the new Master
Landlord) or one or more of its Wholly-Owned Subsidiaries; or




(e)           upon
a permitted assignment of the interest of Master Landlord hereunder pursuant to
Section 13.4, the Landlord's Estate under such Lease (at such time) not being
held by the assignee of the interest of Master Landlord hereunder (i.e., the new Master
Landlord) or one or more of its Wholly-Owned Subsidiaries.




"Non-Integrated Lease"
shall mean any Lease with respect to which a Non-Integration Event has occurred.
Notwithstanding the foregoing, if (I) a Lease theretofore became a
Non-Integrated Lease solely by reason the occurrence of the Non-Integration
Event described in clause (b)(2) of the definition thereof, (II) subsequent
thereto, an Acceleration Rescission Notice is delivered by the Designated
Portfolio Lender, (III) no other intervening Non-Integration Event shall have
occurred with respect to such Lease, and (IV) upon the delivery of the
Acceleration Rescission Notice, the Landlord's Estate in such Lease is held by
the Master Landlord or a Wholly-Owned Subsidiary of the Master Landlord, then
such Lease shall no longer be Non-Integrated Lease (i.e., it shall be reinstated
as an Integrated Lease) unless and until another Non-Integration Event shall
occur.




"Portfolio Lender"
shall mean a lender holding a Portfolio Loan.




"Portfolio Loan" a
loan secured (as to the repayment of the indebtedness and any interest thereon)
by (x) a collateral assignment of the interest of the Master Landlord under the
Master Agreement, and (y) in whole or in part, a mortgage lien which covers (as
of the date of the origination of such loan only) either (A) in the case of the
Portfolio Loan made by the initial Designated Portfolio Lender on the date
hereof, substantially all of the Lease Properties on the date hereof, or (B) in
the case of any other Portfolio Loan, ten (10) or more of the Lease Properties
owned by Master Landlord or a Wholly-Owned Subsidiary of Master Landlord on the
date of the origination of such loan. In addition, in the case of the Portfolio
Loan made by the initial Designated Portfolio Lender on the date hereof only,
such loan, at the time of its making (but not otherwise), shall be in an amount
that, when added together with the original principal amount of the Mezzanine
Loan made by the initial Designated Mezzanine Lender, does not exceed 65% of the
purchase price paid by Master Landlord to Wachovia for all the Portfolio
Properties pursuant to the Purchase Agreement.




6


The term
"mortgage lien"
shall (for all purposes hereof, including for purposes of the definition of
"Enforcement Completion Date", "Non-Integration Event" and "Portfolio Loan")
mean any mortgage lien that was granted by the Landlords under the pertinent
Leases to the Designated Portfolio Lender, as security for its Portfolio Loan,
with the intent that, at the time of such grant, such mortgage lien be the most
senior mortgage lien (as amongst mortgage liens) affecting the pertinent Lease
Properties (it being acknowledged that any other mortgage lien that is "insured
over" or not excepted from coverage under the lender's title insurance policy or
marked commitment relating to such loan shall not be deemed to be senior to the
lender's mortgage lien for purposes of this definition); provided, further,
that, for purposes of this definition, a mortgage lien shall be deemed "granted"
(for all purposes) if at the time it is purportedly granted, the lender is
insured with respect under the lender's title insurance policy.




"Section 2 Lease",
with respect to any Renewal Term, shall mean each and every Lease that, as of
the commencement of such Renewal Term, is an Integrated Wachovia
Lease.




"Third Party
Purchaser" shall mean any person hereafter acquiring the Landlord's
Estate under a Lease that is not either (i) Master Landlord or a Wholly-Owned
Subsidiary of Master Landlord or (ii) the Designated Portfolio Lender (or its
Wholly-Owned Subsidiary) or its DPL Nominee (or its Wholly Owned Subsidiary)
(except that the provisions of this clause (ii) shall be applicable only during
a period commencing on the delivery of a DPL Acceleration Notice and ending on
the first to occur of (x) the delivery of an Acceleration Rescission Notice and
(y) the Enforcement Completion Date).




"Third Party Transfer
Event", with respect to any Lease, shall mean either (a) a conveyance or
other transfer of the Landlord's Estate under such Lease to a Third Party
Purchaser, or (b) a transfer of any ownership interest in the Landlord under
such Lease (or in any person having a direct or indirect ownership in such
Landlord) which results in such Landlord no longer being either (i) Master
Landlord or a Wholly-Owned Subsidiary of Master Landlord or (ii) the Designated
Portfolio Lender (or its Wholly-Owned Subsidiary) or its DPL Nominee (or its
Wholly Owned Subsidiary) (except that the provisions of this clause (ii) shall
be applicable only during a period commencing on the delivery of a DPL
Acceleration Notice and ending on the first to occur of (x) the delivery of an
Acceleration Rescission Notice and (y) the Enforcement Completion Date); it being further agreed that
any transaction (including any transfers of ownership interests in any entity)
which results in the Master Landlord Named Herein (while it is still Master
Landlord hereunder) no longer being a Wholly-Owned Subsidiary of FSG, the
Designated Mezzanine Lender or its DML Nominee or any DML Transferee, shall be
deemed Third Party Transfer Event as to all Leases. Notwithstanding anything to
the contrary contained in this Agreement, for all purposes hereof, any transfer
or other conveyance of all or a portion of the membership interests in Master
Landlord (or in any person having a direct or indirect ownership in such Master
Landlord) effected pursuant to a court proceeding (pursuant to federal
bankruptcy law, or any similar federal or state law) involving  the
bankruptcy, insolvency or reorganization of FSG shall not be deemed a Third
Party Transfer Event.




"Type A Coterminous Former
Release Premises" shall have the meaning ascribed thereto in Section 7
hereof.




"Type B Coterminous Former
Release Premises" shall have the meaning ascribed thereto in Section 7
hereof.




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"Type I Termination Rights
Area", at any time, shall mean the following amounts of Net Rentable Area
during the following periods: (i) during the first three (3) Lease Years, a Net
Rentable Area of zero RSF; (ii) during the period from the first day of the
fourth (4th) Lease
Year until the last day of the eighth (8th) Lease
Year (both days inclusive), a Net Rentable Area of 234,336 RSF; (iii) during the
period from the first day of the ninth (9th) Lease
Year until the last day of the thirteenth (13th) Lease
Year (both days inclusive), a Net Rentable Area of 468,672 RSF; and (iv) during
the period from the first day of the fourteenth (14th) Lease
Year until the last day of the Initial Term (both days inclusive), a Net
Rentable Area of 703,008 RSF.




"Type II Termination Rights
Area", at any time, shall mean the aggregate of the following amounts of
Net Rentable Area: (i) for any and all Coterminous Expansion Space theretofore
added to the Leased Premises under any and all Leases pursuant to Article X of any
thereof during the first two (2) Lease Years (provided that, at the time such
Coterminous Expansion Space is added, the Tenant is a Wachovia Party), the
aggregate Net Rentable Area thereof; and (ii) for any and all Coterminous
Expansion Space theretofore added to the Leased Premises under any and all
Leases pursuant to Article X thereof
following the expiration of the second Lease Year (but prior to the expiration
of the Initial Term, and provided that, at the time such Coterminous Expansion
Space is added, the Tenant is a Wachovia Party), the product of (x) the aggregate
Net Rentable Area of such Coterminous Expansion Space, multiplied by (y) a fraction,
the numerator of which is the number of whole months remaining in the Initial
Term of such Lease on the date on which such Coterminous Expansion Space is
added to the Leased Premises, and the denominator of which is two hundred forty
(240); provided, however, that the amount of Type II Termination Area resulting
from Coterminous Expansion Space added to the Leased Premises under Group B
Leases, when combined with (A) the amount of Type II Termination Rights Area
resulting from Coterminous Expansion Space added to the Leased Premises under
Group A Leases, but only if, and to the extent that, (I) such Coterminous
Expansion Space previously constituted Release Premises, (II) such space (as
Release Premises) was vacated by Wachovia during the Preliminary Period, and
(III) such space is added to the Leased Premises (as Coterminous Expansion
Space) within twelve (12) months after the date the same was so vacated by
Wachovia, and (B) the amount of Type III Termination Area resulting from Type A
Coterminous Former Release Premises theretofore added to the Leased Premises
under any and all Leases, shall not, in the aggregate, exceed 468,672
RSF.




"Type III Termination Rights
Area", at any time, shall mean the aggregate Net Rentable Area of all
Type A Coterminous Former Release Premises theretofore added to the Leased
Premises under any and all Leases pursuant to Section 1.7(d)
thereof; provided, however, that amount of Type III Termination Area, when
combined with the amount of Type II Termination Area resulting from Coterminous
Expansion Space theretofore added to the Leased Premises under Group B Leases,
shall not, in the aggregate, exceed 468,672 RSF.




"Type IV Termination Rights
Area", at any time, shall mean the following amounts of Net Rentable Area
during the following periods: (i) during the first three (3) Lease Years, a Net
Rentable Area of zero RSF; (ii) during the period from the first day of the
fourth (4th) Lease Year until the last day of the eighth (8th) Lease Year (both
days inclusive), a Net Rentable Area equal to 5% of aggregate Net Rentable Area
of all Type B Coterminous Former Release Premises theretofore added to the
Leased Premises under any and all Leases pursuant to Section 1.7(d)
thereof; (iii) during the period from the first day of the ninth (9th) Lease
Year until the last day of the thirteenth (13th) Lease Year (both days
inclusive), a Net Rentable Area of equal to 10% of aggregate Net Rentable Area
of all Type B Coterminous Former Release Premises theretofore added to the
Leased Premises under any and all Leases pursuant to Section 1.7(d)
thereof; and (iv) during the period from the first day of the fourteenth (14th)
Lease Year until the last day of the Initial Term (both days inclusive), a Net
Rentable Area equal to 15% of aggregate Net Rentable Area of all Type B
Coterminous Former Release Premises theretofore added to the Leased Premises
under any and all Leases pursuant to Section 1.7(d)
thereof.




8




"Wachovia" shall mean
(i) Wachovia Bank, N.A., or (ii) a person constituting an immediate or remote
successor to Wachovia Bank, N.A. by virtue of one or more mergers,
consolidations and/or transfers of all, or substantially all, the assets of
Wachovia Bank, N.A. (or another person described in this clause
(ii)).




"Wachovia Party" shall
mean Wachovia or any Affiliate of Wachovia.




"Wholly-Owned
Subsidiary", of any party, shall mean a person that is such party's
Affiliate and, in which, such party owns (directly or indirectly) one hundred
percent (100%) of the equity (i.e., the voting stock,
general or other partnership interests, membership interests and/or other equity
or beneficial interests).




2.           Limitation on Annual Basic
Rent Factor for Renewal Terms under Section 2 Leases.




2.1         As
expressed in Section
1.4(c)(1) of the Leases, the Annual Basic Rent Factor under each Lease
for each Renewal Term shall equal the Fair Market Rental Value Per RSF of the
Base Leased Premises under such Leasefor such Renewal Term as
determined by the parties or, in the absence of their agreement, determined by
appraisal as expressed in the Leases, subject, on a Lease by Lease basis, to the
limitations expressed in Section 1.4(c)(1)
thereof.




2.2         Notwithstanding
any contrary provision in any of the Leases, it is the intention of the parties
that the limitations on the Annual Basic Rent Factor during Renewal Terms under
Section 2 Leases shall be calculated on an aggregate basis for all Section 2
Leases (across all the Lease Properties encumbered thereby). Accordingly, the
Annual Basic Rent Factor for any Renewal Term under any Section 2 Lease shall be
equal to (I) the Fair
Market Rental Value Per RSF of the Base Leased Premises for such Renewal Term
under such Section 2 Lease, minus(II) the Apportioned
Reduction Amount Per RSF (if any) for such Renewal Term with respect to such
Section 2 Lease.




2.3         For
purposes of this Section 2, the following terms shall have the following
meanings:




(a)           "Prior BLP Annual Basic
Rent", with respect to any Renewal Term under any Section 2 Lease, shall
mean the product of (i)
the Annual Basic Rent Factor in effect immediately prior to such Renewal Term
under such Section 2 Lease, multiplied by (ii) the Net
Rentable Area of the Base Leased Premises for such Renewal Term under such
Section 2 Lease.




(b)           "Prior BLP Aggregate Annual
Basic Rent", with respect to any Renewal Term, shall mean the sum of all
the Prior BLP Annual Basic Rents with respect to such Renewal Term under all
Section 2 Leases.




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(c)           "Pre-Reduction BLP Annual
Basic Rent", for any Renewal Term under any Section 2 Lease, shall mean
the product of (i) the
Fair Market Rental Value Per RSF of the Base Leased Premises for such Renewal
Term under such Section 2 Lease, multiplied by (ii) the Net
Rentable Area of the Base Leased Premises for such Renewal Term under such
Section 2 Lease.




(d)           "Pre-Reduction Aggregate BLP
Annual Basic Rent", for any Renewal Term, shall mean the sum of all the
Pre-Reduction BLP Annual Basic Rents for such Renewal Term under all Section 2
Leases.




(e)           "Aggregate Reduction
Amount" shall mean (I) for any first Renewal Term, the excess (if any) of (a) the
Pre-Reduction Aggregate BLP Annual Basic Rent for such Renewal Term, over (b) 110% of the Prior
BLP Aggregate Annual Basic Rent with respect to any Renewal Term, and (II) for
each subsequent Renewal Term, the excess (if any) of (a) the
Pre-Reduction Aggregate BLP Annual Basic Rent for such Renewal Term, over (b) 105% of the Prior
BLP Aggregate Annual Basic Rent with respect to any Renewal Term.




(f)           "Apportioned Reduction
Amount", for any Renewal Term with respect to any Section 2 Lease, shall
mean the product of (I)
the Aggregate Reduction Amount for such Renewal Term, multiplied by (II) a
fraction, (x) the numerator of which is
Pre-Reduction BLP Annual Basic Rent for such Renewal Term under such Section 2
Lease, and (y) the denominator of which is the
Pre-Reduction Aggregate BLP Annual Basic Rent for such Renewal
Term.




(g)           "Apportioned Reduction Amount
Per RSF", for any Renewal Term with respect to any Section 2 Lease, shall
mean (i) the Apportioned Reduction Amount for such Renewal Term with respect to
such Section 2 Lease, divided
by (ii) the Net Rentable Area of the Base Leased Premises for such
Renewal Term.




2.4         An
illustration of how the Annual Basic Rent Factor is determined during a Renewal
Term with respect to the Section 2 Leases is attached as Exhibit D
hereto.




3.           Limitations on Wachovia's
Termination Rights.




3.1         As
expressed in Article
XI of the Leases, Wachovia may, from time to time during the Initial Term
(but not during any Renewal Term), exercise Wachovia's Termination Rights to
terminate a Lease with respect to all or any portion(s) of the then BaseLeased Premises under
any Lease, all in the manner and subject to the terms and conditions set forth
in such Article
XI.




3.2         Notwithstanding
the foregoing, it is not the intention of the parties hereto that Wachovia's
Termination Rights be unconditional as between Master Landlord (and, if
applicable, any Landlord), on the one hand, and Wachovia, on the other; more
specifically, (i) Wachovia's exercise of Wachovia's Termination Rights under any
Integrated Lease, shall be subject to the provisions of Section 3.3 below, and
(ii) Wachovia's exercise of Wachovia's Termination Rights under any
Non-Integrated Lease, shall be subject to the provisions of Section 3.4
below.




10




3.3         With
respect to all Integrated Leases, Wachovia's Termination Rights may be validly
and effectively exercised if, and only if, at the time of such exercise, the
then Available Termination Rights Area is equal to or greater than the Exercise
Termination Area as to the exercise of such Wachovia's Termination Rights; and
any purported exercise by Wachovia of Wachovia's Termination Rights under any
Integrated Leases at a time when the then Available Termination Rights Area is
less than the purported Exercise Termination Area as to the exercise of such
Wachovia's Termination Rights shall be rendered void and of no force or effect
(but the fact that such purported exercise is rendered null and void shall not
prevent any subsequent exercise by Wachovia of Wachovia's Termination Rights
consistent with the provisions hereof).




3.4         With
respect to all Non-Integrated Leases, Wachovia's Termination Rights may be
validly and effectively exercised even if, at the time of such exercise, the
then Available Termination Rights Area is less than the Exercise Termination
Area as to the exercise of such Wachovia's Termination Rights (it being
understood that neither Master Landlord, any Landlord, nor any other party,
shall have any right to object to any exercise of Wachovia's Termination Rights
under any Non-Integrated Lease under any circumstances); but, in such event,
Wachovia shall (on or prior to the Early Termination Date) pay the Excess
Termination Rights Payment with respect such exercise by Wachovia to (i) the
Designated Portfolio Lender, if there is a Designated Portfolio Lender, or (ii)
the Master Landlord, if there is no Designated Portfolio Lender; in each case,
such payment shall be sent to such party at the address provided to Wachovia
therefor (or, at the election of such party, to by wire transfer of immediately
available funds to an account designated by such party). In no event will the
obligation of Wachovia to pay Rent under a Non-Integrated Lease terminate until
the applicable Excess Termination Rights Payment required pursuant to this
Section 3.4 is paid pursuant hereto; it being understood that any
payment made Wachovia to a Depositary (or a court of competent jurisdiction)
consistent with the provisions of Section 3.5 hereof shall be deemed paid
pursuant hereto.




3.5         Notwithstanding
anything to the contrary contained herein, if, a bona fide good faith dispute(s)
exists with respect to either (A) the exercise of Wachovia's Termination Rights
under any Integrated Lease as to some or all of the Leased Premises under such
Lease or (B) the payment of an Excess Termination Rights Payment with respect to
any Non-Integrated Lease (including with respect to the party entitled to
receive such payment), then, and in each such case, Wachovia shall have the
right (at its option), without waiving any other rights and remedies that it may
have under the circumstances, in lieu of paying the disputed rental amounts or
Excess Termination Rights Payment, to make payment thereof to a Depositary (or,
if Wachovia acting in good faith is not able to designate a Depositary prior to
the date that is ten (10) Business Days prior to the due date of such payment,
to a court of competent jurisdiction) as and when such amounts are or would be
due under such Lease or this Master Agreement.  Such Depositary (or,
as the case may be, such court of competent jurisdiction) shall hold such
payments in escrow pending the resolution of such dispute. Provided Wachovia
timely pays all such disputed amounts to a Depositary (or, as the case may be, a
court of competent jurisdiction) pursuant to this Section 3.5, Wachovia shall
not be deemed to be in default of the applicable Lease or this Master
Agreement.  In the event such dispute is resolved in favor of
Wachovia, the amounts held by such Depositary (including interest thereon, if
any) (or, as the case may be, a court of competent jurisdiction) shall be
immediately released to Wachovia, and Master Landlord shall, within one (1)
Business Day following the issuance of such ruling, pay to Wachovia an
additional amount equal to the excess of (x) interest on the amount paid to the
Depositary (or, as the case may be, a court of competent jurisdiction) pursuant
to this Section 3.5 at the Applicable Rate from the date such amounts were paid
to the Depositary (or, as the case may be, a court of competent jurisdiction)
until the date such funds were returned to Wachovia, over (y) the interest (if
any) earned on the amounts paid to the Depositary and, as required hereby,
returned therewith to Wachovia. In the event such dispute is resolved against
Wachovia, the amounts held by such Depositary (including interest thereon, if
any) (or, as the case may be, a court of competent jurisdiction) shall be
immediately released to the party entitled to such funds, and Wachovia shall,
within one (1) Business Day following the issuance of such ruling, pay to such
party an additional amount equal to the excess of (xx) interest on the amount
paid to the Depositary (or, as the case may be, a court of competent
jurisdiction) pursuant to this Section 3.5 at the Applicable Rate from the date
such amounts were paid to the Depositary (or, as the case may be, a court of
competent jurisdiction) until the date such funds were returned to such party,
over (yy) the interest (if any) earned on the amounts paid to the Depositary
and, as required hereby, returned therewith to such party.




11




4.           Certain Notices under
Non-Integrated Leases. With respect to all Non-Integrated Leases,
Wachovia agrees that (i) for so long as the Tenant under such Non-Integrated
Lease is a Wachovia Party, Wachovia agrees to notify Master Landlord, in
writing, promptly following (x) the addition of any Coterminous Former Release
Premises under such Lease pursuant to Section 1.7 thereof,
and (y) the addition of any Coterminous Expansion Space under such Lease, during
the Initial Term thereof, pursuant to Article X thereof,
and (ii) whether or not the Tenant under such Non-Integrated Lease is a Wachovia
Party, Wachovia agrees to notify Master Landlord promptly following Wachovia's
exercise of Wachovia's Termination Rights under such Lease pursuant to Article XI
thereof.




5.           Determinations of Available
Termination Rights Area. Whenever there is a change (whether an increase
or decrease) in the Available Termination Rights Area, Master Landlord shall,
within thirty (30) days following the occurrence of (or, if later, Master
Landlord's receipt of notice of) each applicable event, deliver to Wachovia a
written statement setting forth Master Landlord's updated determination of the
Available Termination Rights Area, and the various components thereof, and, in
which event, Wachovia shall promptly advise Master Landlord, in writing, if
Wachovia disagrees with Master Landlord's updated determination of the Available
Termination Rights Area. In addition, (i) from time to time, upon not less than
thirty (30) days written request from Wachovia, Master Landlord shall deliver to
Wachovia a written statement setting forth Master Landlord's then determination
of the Available Termination Rights Area, and the various components thereof,
and, in which event, Wachovia shall promptly advise Master Landlord, in writing,
if Wachovia disagrees with Master Landlord's then determination of the Available
Termination Rights Area, and (ii) from time to time, upon not less than thirty
(30) days written request from Master Landlord, Wachovia shall deliver to Master
Landlord a written statement setting forth Wachovia's then determination of the
Available Termination Rights Area, and the various components thereof, and, in
which event, Master Landlord shall promptly advise Wachovia, in writing, if
Master Landlord disagrees with Wachovia's then determination of the Available
Termination Rights Area.




6.           Restriction on Transfers of
Group A Properties.  Notwithstanding anything to the contrary
contained herein or in any of the Leases, Master Landlord hereby covenants to
Wachovia that it shall not effect any LL Transfer (other than an Exempt LL
Transfer) under such Group A Lease until after the expiration of the Preliminary
Period.




12




7.           Designation of Coterminous
Former Release Premises.  If any Coterminous Former Release
Premises are added to the Leased Premises under any Lease pursuant to Section 1.7 thereof,
then Tenant, within thirty (30) days after Release Premises Election Date, shall
deliver to Master Landlord a notice designating such Coterminous Former Release
Premises as either (i) Type A
Coterminous Former Release Premises (herein called "Type A Coterminous Former
Release Premises"), i.e., Coterminous
Former Release Premises that will give rise to Type III Termination Rights Area,
or (ii) Type B Coterminous
Former Release Premises (herein called "Type B Coterminous Former
Release Premises"), i.e., Coterminous
Former Release Premises that will give rise to Type IV Termination Rights Area
and also be included in the determination of the Capitalization Factor Occupancy
Percentage (as defined in Exhibit E hereto).
Tenant may designate some portions of any Coterminous Former Release Premises as
Type A Coterminous Former Release Premises and other portions thereof as Type B
Coterminous Former Release Premises. If, as of the date that is thirty (30) days
after Release Premises Election Date, any Coterminous Former Release Premises
has not been designated by Tenant as either Type A Coterminous Former Release
Premises or Type B Coterminous Former Release Premises, then such theretofore
undesignated Coterminous Former Release Premises shall be deemed designated as
Type A Coterminous Former Release Premises.




8.           Final Determination of
Initial ABR Factor.  If any Type B Coterminous Former Release
Premises are added to the Leased Premises under any Lease pursuant to Section 1.7 thereof,
then, effective as of the first day following the expiration of the Preliminary
Period (the "Re-Determination Effective
Date"), the Initial ABR Factor under all of the then Integrated Leases
shall be changed in accordance with the following:




(a)           First,
a computation factor (herein called the "Computation Factor")
shall be determined as the quotient of (i) the aggregate
of all Property Amounts for all Lease Properties, divided by (ii) by the Net
Rentable Area of all the Base Leased Premises under all Leases. The term Property Amount, for each
Lease Property, shall have the meaning ascribed thereto on Exhibit E
hereto.




(b)           Second,
the Computation Factor, as so determined, shall be compared to the Initial ABR
Factor initially applicable under all the Leases (and determined, as of the
Commencement Date, pursuant to the Purchase Agreement), and (i) if the
Computation Factor is higher than such Initial ABR Factor (such a Computation
Factor being herein called a "Higher Computation
Factor", and the excess of such Computation Factor over such Initial ABR
Factor being herein called the "Positive Incremental
Rate"), then the Initial ABR Factor under each of the Integrated Leases
shall be changed pursuant to the provisions of Section 8(c) below, and (ii) if
the Computation Factor is lower than such Initial ABR Factor (such a Computation
Factor being herein called a "Lower Computation
Factor", and the excess of such Initial ABR Factor over such Computation
Factor being herein called the "Negative Incremental
Rate"), then the Initial ABR Factor under each of the Integrated Leases
shall be changed pursuant to the provisions of Section 8(d) below. It is
understood and agreed that the Initial ABR Factor under the Non-Integrated
Leases shall not be affected by any determination under this Section
8.




13




(c)           If
the aforementioned determination results in a Higher Computation Factor, then,
effective as of the Re-Determination Effective Date, the Initial ABR Factor
under each of the Integrated Leases shall be changed to be the sum of (I) such Higher
Computation Factor, plus (II) a rate, per
rentable square foot, per annum, equal to the product of (1) the Positive
Incremental Rate, multiplied
by (2) a fraction, (x) the numerator of which is the Net Rentable Area of
all the Base Leased Premises under all the Non-Integrated Leases, and (y) the
denominator of which is the Net Rentable Area of all the Base Leased Premises
under all the Integrated Leases.




(d)           If
the aforementioned re-determination results in a Lower Computation Factor, then,
effective as of the Re-Determination Effective Date, the Initial ABR Factor
under each of the Integrated Leases shall be changed to be a rate, per rentable
square foot, per annum, equal to (I) such Lower Computation Factor, minus (II) a rate,
per rentable square foot, per annum, equal to the product of (1) the Negative
Incremental Rate, multiplied
by (2) a fraction, (x) the numerator of which is the Net Rentable Area of
all the Base Leased Premises under all the Non-Integrated Leases, and (y) the
denominator of which is the Net Rentable Area of all the Base Leased Premises
under all the Integrated Leases.




(e)           An
illustration of the re-determination of the Initial ABR Factor under the
Integrated Leases pursuant to this Section 8 is set forth in Exhibit F
hereto.




9.           [Intentionally
Omitted].




10.         Tenant's Reimbursement
Amount under Integrated Wachovia Leases.




10.1           Pursuant
to Section 5.7(b)(4) of each Lease, Tenant, following the Landlord's performance
of Demising Work, may be obligated to pay Landlord a sum on account thereof,
which sum is defined in each Lease as Tenant's Reimbursement
Amount.




10.2           If,
pursuant to Section 5.7(b)(4) of any Integrated Wachovia Lease, Tenant is
obligated to pay any Tenant's Reimbursement Amount, then, in addition to the
Tenant's payment options in respect thereof that are set forth such Section
5.7(b)(4) of such Integrated Lease, Wachovia (as, or on behalf of, such Tenant,
as the case may be) shall have the right to cause such Tenant's Reimbursement
Amount to be financed by the Master Landlord pursuant to this Section 10.2, by
delivering a notice to such effect to Master Landlord on or prior to the date on
which the first installment of the Tenant's Reimbursement Amount becomes dues
and payable; and, in any such case, (i) the Tenant shall be completely relieved
of the obligation to pay the same to the Landlord under such Lease), and (ii)
Wachovia, in lieu thereof, shall repay the Master Landlord the amount thereof on
an amortized basis over the balance of the Initial Term of the Leases
(regardless of whether the pertinent Integrated Wachovia Lease under which such
Tenant Reimbursement Amount initially arose continues in effect for the entirety
of such Initial Term), with an interest factor using a rate equal to the Prime
Rate (in effect as of the completion of the pertinent Demising Work), in which
event, Tenant shall pay such amount, as so amortized, through equal monthly
payments payable on the first day of each month then remaining in Initial
Term.




14




11.         Integration of Master
Agreement and Leases. This Master Agreement has been executed and
delivered by Wachovia, N.A. and Master Landlord contemporaneous with the
execution and delivery of each of the Leases. With respect to each Integrated
Lease, (i) this Master Agreement shall be deemed integrated into, and shall form
a material part of, such Lease as if such provisions were fully set forth in
each Integrated Lease; (ii) such Lease shall be deemed integrated into, and
shall form a material part of, this Master Agreement; and (iii) to the extent
any provisions of this Master Agreement are expressly referenced in one or more
provisions of any such Lease, such referenced provisions of this Master
Agreement shall be deemed incorporated into such provisions of such Lease, as
fully as if expressly set forth therein.




12.         Parties to this Master
Agreement.  This Master Agreement is an agreement solely among
(i) Wachovia, (ii) Master Landlord and (iii) each Landlord under a Lease which,
at the time in question, is an Integrated Lease. Each Landlord under an
Integrated Lease is a party to this Master Agreement for purposes of binding
such Landlord to the terms and conditions set forth in this Master Agreement
(and effectuating the integration of this Master Agreement into such Integrated
Lease, as more particularly provided in Section 11 hereof); it being understood
that in no event shall any such Landlord have any rights hereunder separate and
apart from the rights of Master Landlord (which may be exercised only by Master
Landlord). Notwithstanding the foregoing, the Designated Portfolio Lender (even
prior to its delivery of a DPL Acceleration Notice) shall have the full right
and authority to enforce all of the rights granted to it (and shall have the
obligations imposed upon it) under Sections 3.4, 12, 13, 17, 18, 19 and 21 of
this Master Agreement . No interest of any party hereto shall be assigned (or
otherwise transferred), except as expressly permitted under either this Section
12 or Section 13 hereof. In that regard, it is agreed as follows:




(a)           This
Master Agreement shall be binding upon, and inure to the benefit of, Wachovia
N.A. and any of its successor(s) included within the definition of Wachovia
hereunder. Upon any change in the person constituting Wachovia hereunder, the
interest of Wachovia in this Master Agreement (inclusive of all rights and
obligations of Wachovia hereunder) shall automatically (and without any act
being required by any party) be deemed assigned to, and assumed by, the person
becoming Wachovia; it being
agreed, however, that, without in any way limiting the foregoing, (i) any
person becoming Wachovia shall promptly notify Master Landlord thereof (and
shall, upon request made by Master Landlord, confirm such assignment and
assumption by written instrument), and (ii) Wachovia N.A. shall not be released
of its obligations under this Master Agreement as a result of such events.
Except for such an automatic assignment, Wachovia may not assign its interest in
this Master Agreement.




15


(b)           This
Master Agreement shall be binding upon, and inure to the benefit of Master
Landlord Named Herein (as Master Landlord), and, as applicable, (I) any person
that shall acquire the interest of Master Landlord hereunder pursuant to an
assignment required under Section 13.3 hereof, or (II) any person that shall
acquire the interest of Master Landlord hereunder pursuant to an assignment
permitted under Section 13.4 hereof. Notwithstanding anything to the contrary
contained herein, (i) Master Landlord Named Herein shall have absolutely no
right to assign its interest in this Master Agreement as Master Landlord, except
(x) for a collateral assignment to a Designated Portfolio Lender, or (y)
pursuant to a required assignment of the interest of Master Landlord hereunder
pursuant to Section 13.3 hereof, and (ii) for so long as Master Landlord Named
Herein shall be the Master Landlord hereunder (i.e., unless and until such a
required assignment under Section 13.3 hereof shall occur), Master Landlord
Named Herein shall be and remain a Wholly-Owned Subsidiary of FSG, the
Designated Mezzanine Lender or its DML Nominee or any DML Transferee, except as
may result from a transfer or other conveyance of all or a portion of the
membership interests in Master Landlord Named Herein (or in any person having a
direct or indirect ownership in such Master Landlord Named Herein) effected
pursuant to a court proceeding (pursuant to federal bankruptcy law, or any
similar federal or state law) involving the bankruptcy, insolvency or
reorganization of FSG. From and after the required assignment of the interest of
Master Landlord hereunder pursuant to Section 13.3 hereof, the Master Landlord,
from time to time, shall have the right to assign the interest as Master
Landlord hereunder subject to the provisions of Section 13.4
hereof.




(c)           This
Master Agreement shall also be binding upon Master Landlord Named Herein (as the
initial Landlord under each Lease, for so long as (x) it shall remain Landlord
under such Lease, and (y) such Lease shall remain an Integrated Lease). If
either Master Landlord Named Herein, or any subsequent Landlord under an
Integrated Lease, shall transfer the Landlord's Estate under such Lease (i.e., such transferee shall
become the Landlord under such Lease), then (i) if such Lease shall remain an
Integrated Lease (notwithstanding such transfer), then (x) such transferee, as
the new Landlord under the Lease, shall be deemed to have assumed all of the
obligations under this Master Agreement as the Landlord as to such Integrated
Lease hereunder, and (y) Master Landlord shall cause such new Landlord,
simultaneously with its becoming the new Landlord under such Integrated Lease,
to acknowledge such assumption by a written instrument executed and delivered by
such new Landlord in favor of Wachovia, and (ii) if such Lease shall as a result
of such transfer, shall become a Non-Integrated Lease, then such transferee, as
the new Landlord under the Lease, shall not become a party to this Master
Agreement.




16


13.         Master Landlord Rights;
Succession.




13.1           During
any period that there shall exist a Portfolio Lender, Master Landlord may elect
to designate such Portfolio Lender as the "Designated Portfolio Lender",
provided, however, that any such designation shall only be effective if made
pursuant to a written notice sent by Master Landlord to Wachovia (herein called
a "DPLDesignationNotice"), which
notice shall (1) set forth such designation as irrevocable (subject only to the
provisions of this Section 13.1), (2) expressly provide (with reference to
Section 13.2 hereof) that such Portfolio Lender, by reason of such designation,
shall be entitled to serve the DPL Acceleration Notice and that Wachovia shall
be irrevocably authorized to rely on any DPL Acceleration Notice purportedly
sent to it by such Designated Portfolio Lender or any successor Designated
Portfolio Lender designated pursuant to a DPL Substitution Notice, and (3) be
accompanied by a written instrument, executed by such Designated Portfolio
Lender in which it (x) sets forth its address(es) for notices, and (y) agrees to
comply with the obligations imposed upon the Designated Portfolio Lender (in its
capacity as such) under Sections 13 and 17 of this Master Agreement (subject, in
each case, to the provisions of Section 21 of this Master Agreement). The term
"Designated Portfolio
Lender" shall mean (i) any Portfolio Lender designated by Master Landlord
or a DPL Successor as the Designated Portfolio Lender
pursuant to the foregoing provisions of this Section 13.1 and (ii) any successor
Portfolio Lender designated as the Designated Portfolio Lender pursuant to a DPL
Substitution Notice; provided, however, that,
notwithstanding anything to the contrary contained herein, in no event shall
there ever be more than one (1) Designated Portfolio Lender hereunder. Once a
Portfolio Lender has been designated as the Designated Portfolio Lender, such
Designated Portfolio Lender shall have the right to assign its rights as the
Designated Portfolio Lender to a successor Portfolio Lender and simultaneously
resign as the Designated Portfolio Lender pursuant to a written notice (a "DPL Substitution
Notice") sent by the assigning Designated Portfolio Lender to Wachovia,
which notice shall (1) set forth such resignation of the assigning Designated
Portfolio Lender and the designation of the new Designated Portfolio Lender as
irrevocable (subject only to the provisions of this Section 13.1), and (2)
expressly provide (with reference to Section 13.2 hereof) that such new
Designated Portfolio Lender, by reason of such designation, shall be entitled to
serve the DPL Acceleration Notice and that Wachovia shall be irrevocably
authorized to rely on any DPL Acceleration Notice purportedly sent to it by such
new Designated Portfolio Lender. The designation of a Designated Portfolio
Lender may be revoked only pursuant to a written notice to Wachovia (i) in the
case of a DPL Substitution Notice, executed by the assigning Designated
Portfolio Lender and the new Designated Portfolio Lender or (ii) in connection
with a revocation (other than in connection with an assignment pursuant to a DPL
Substitution Notice), by both the Designated Portfolio Lender and Master
Landlord. Notwithstanding anything to the contrary contained herein, in no event
shall any Portfolio Lender (other than the single Designated Portfolio Lender
that may, from time to time, be designated hereunder pursuant to this Section
13.1) have any rights or standing under this Master Agreement.




13.2           (a)           The
Designated Portfolio Lender may deliver to Wachovia a notice indicating that
such Designated Portfolio Lender has accelerated its Portfolio Loan (a "DPL Acceleration
Notice"). Prior to the delivery of a DPL Acceleration Notice to Wachovia,
only Master Landlord shall have the right to exercise all of the rights of
Master Landlord under this Master Agreement.  Following the delivery
of a DPL Acceleration Notice to Wachovia, the Designated Portfolio Lender (or a
DPL Nominee that is identified in the DPL Acceleration Notice) shall
automatically (and without any further act of any party hereto) have the
exclusive right to exercise all of the rights of Master Landlord under this
Master Agreement on Master Landlord's behalf (i.e., Master Landlord
shall no longer have any right to exercise any of the rights of Master Landlord
hereunder); provided, however, that, at the
same time, Master Landlord shall continue to have full liability for all its
obligations hereunder, including its full liability for all acts and omissions
of the Designated Portfolio Lender (or a DPL Nominee) taken (or not taken) in
connection with the exercise of any of the rights of Master Landlord hereunder.
Master Landlord hereby irrevocably (i) authorizes Wachovia to rely on any DPL
Acceleration Notice purportedly sent to it by a Designated Portfolio Lender,
(ii) authorizes Wachovia to rely on the exercise of all rights of Master
Landlord under this Master Agreement by the Designated Portfolio Lender (or the
DPL Nominee that is identified in the DPL Acceleration Notice), and (iii)
acknowledges and agrees to its continuing full liability for all of its
obligations hereunder (notwithstanding that its rights can only be exercised by
the Designated Portfolio Lender or a DPL Nominee, and not by it), including its
full liability for all acts and omissions of the Designated Portfolio Lender (or
a DPL Nominee) taken (or not taken) in connection with the exercise of any of
the rights of Master Landlord hereunder. Following the delivery of a DPL
Acceleration Notice, a Designated Portfolio Lender covenants to Wachovia that it
shall proceed in good faith in enforcing its remedies under its Portfolio
Loan.




17




(b)           After the
delivery of a DPL Acceleration Notice to Wachovia, the same may be rescinded by
the Designated Portfolio Lender, but only pursuant to a written notice of
rescission to Wachovia executed by the Designated Portfolio Lender (and, if
applicable, the DPL Nominee that was identified in the DPL Acceleration Notice)
(such notice being herein called an "Acceleration Rescission
Notice"). Upon delivery of the Acceleration Rescission Notice, the
Designated Portfolio Lender shall no longer be entitled to exercise the rights
of Master Landlord hereunder, and, accordingly, Master Landlord shall again be
entitled to exercise such rights; provided, however, that (i)
Master Landlord shall continue to have full liability for all acts and omissions
of the Designated Portfolio Lender (or its DPL Nominee) taken (or not taken) in
connection with the exercise of any of the rights of Master Landlord hereunder
during the period after the delivery of the DPL Acceleration Notice and prior to
the delivery of the Acceleration Rescission Notice, and (ii) such change in the
party entitled to exercise the rights of Master Landlord hereunder shall be
without liability or prejudice to Wachovia hereunder, and, without limiting the
generality thereof, any act or omission taken (or not taken) by Wachovia
hereunder during such period shall be conclusively deemed valid and proper
hereunder (and binding upon the parties hereto), so long as such act or omission
was valid and proper hereunder (and binding upon the parties hereto) based on
the rights and obligations of the parties hereto during such
period.




13.3           On
the Enforcement Completion Date, the Designated Portfolio Lender covenants to
Wachovia that it shall effectuate an assignment of the interest of Master
Landlord hereunder to one (and only one) of the following persons: (I) itself,
(II) its DPL Nominee, or (III) a person that (together with its Wholly-Owned
Subsidiaries) owns the Landlord's Estate in a majority of the then Integrated
Leases. Such required assignment shall be effected pursuant to a written
instrument in which the assignee shall be assigned, and shall assume, the
interest of Master Landlord, in each case, as to the rights and obligations of
Master Landlord accruing from and after the date of such assignment. Upon the
occurrence of the Enforcement Completion Date, the Designated Portfolio Lender
shall notify Wachovia thereof, which notice shall (i) indicate the person to
whom interest of Master Landlord hereunder has been assigned under this Section
13.3 (i.e., the new
Master Landlord), and (ii) be accompanied by a true and complete copy of the
aforementioned assignment instrument. Master Landlord hereby agrees that
Designated Portfolio Lender shall have the sole right and authority to
effectuate such required assignment, on its behalf, and, in that regard (and in
addition to any rights granted to Designated Portfolio Lender under the
documents evidencing and securing its Portfolio Loan), Master Landlord hereby
irrevocably appoints the Designated Portfolio Lender as its attorney-in-fact to
execute (on its behalf) the aforementioned assignment instrument, and all other
documents needed to effectuate such required assignment. Upon the Enforcement
Completion Date (and such required assignment being effectuated), the Designated
Portfolio Lender shall lose its status as a Designated Portfolio
Lender.




13.4           From
and after the required assignment of the interest of Master Landlord hereunder
pursuant to Section 13.3 hereof, Master Landlord, from time to time, shall have
the right to thereafter assign the interest of Master Landlord hereunder to any
person; provided, however, that (1) no
such assignment shall be permitted unless effected pursuant to a written
instrument in which the assignee shall be assigned, and shall assume, the
interest of Master Landlord, in each case, as to the rights and obligations of
Master Landlord accruing from and after the date of such assignment, and (2) no
such assignment shall be effective until Wachovia shall receive a notice
thereof, from (and executed by) both the assignor and assignee thereunder, which
notice shall be accompanied by a true and complete copy of the aforementioned
assignment instrument.




18




13.5           Without
limiting or expanding the definition of Non-Integration Event as herein-above
set forth, it is understood that an assignment permitted under this Section 13
may nevertheless result in a Non-Integration Event as to one or more
Leases.




14.          Designated Mezzanine
Lender.




14.1           During
any period that there shall exist a Mezzanine Lender, Master Landlord may elect
to designate such Mezzanine Lender as the “Designated MezzanineLender”, provided, however,
that any such designation shall only be effective if made pursuant to a written
notice sent by Master Landlord to Wachovia (herein called a “DML Designation
Notice”), which notice shall (1) set forth such designation as
irrevocable (subject only to the provisions of this Section 14.1) and (2) be
accompanied by a written instrument, executed by such Designated Mezzanine
Lender in which it indicates that it is a Mezzanine Lender and sets forth its
address(es) for notices.  The term “Designated MezzanineLender”
shall mean (i) any Mezzanine Lender designated by Master Landlord pursuant to
the foregoing provisions of this Section 14.1 and (ii) any successor Mezzanine
Lender designated as the Designated Mezzanine Lender pursuant to a DML
Substitution Notice; provided, however, that
notwithstanding anything to the contrary contained herein, in no event shall
there ever by more than one (1) Designated Mezzanine Lender.  Once a
Mezzanine Lender has been designated as the Designated Mezzanine Lender, such
Designated Mezzanine Lender shall have the right to assign its rights as
Designated Mezzanine Lender to a successor Mezzanine Lender and simultaneously
resign as the Designated Mezzanine Lender pursuant to a written notice (a “DML Substitution
Notice”) sent by the assigning Designated Mezzanine Lender to Wachovia,
which notice shall set forth such resignation of the assigning Designated
Mezzanine Lender and the designation of the new Designated Mezzanine Lender as
irrevocable (subject only to the provisions of this Section
14.1).  The designation of a Designated Mezzanine Lender may be
revoked only pursuant to a written notice to Wachovia (i) in the case of a DML
Substitution Notice, executed by the assigning Designated Mezzanine Lender and
the new Designated Mezzanine Lender or (ii) in connection with a revocation
(other than in connection with an assignment pursuant to a DML Substitution
Notice), by both the Designated Mezzanine Lender and Master
Landlord.  Notwithstanding anything to the contrary contained herein,
in no event shall any Mezzanine Lender (other than the single Designated
Mezzanine Lender that may, from time to time, be designated hereunder pursuant
to this Section 14.1) have any rights or standing under this
Agreement.




14.2           The
Designated Mezzanine Lender shall deliver to Wachovia, when applicable, (a) a
notice indicating that such Designated Mezzanine Lender is exercising any of its
remedies with respect to its Mezzanine Loan, and (b) a notice indicating that
such Designated Mezzanine Lender is the owner of one hundred percent (100%) of
the membership interests in Master Landlord.  Master Landlord hereby
irrevocably authorizes Wachovia to rely on such notices purportedly sent to
Wachovia by a Designated Mezzanine Lender.




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15.          Defaults and
Remedies.




(a)           No
Lease is cross-defaulted with any other Leases. The provisions of this Master
Agreement constitute a part each Integrated Lease, and, thus, any default under
the provisions of this Master Agreement as the same relates to an Integrated
Lease, shall be a default under such Integrated Lease; provided, however, that no such
default under the provisions of this Master Agreement shall ever constitute a
basis for Landlord having a right to terminate such Integrated Lease (or any
other Lease).




(b)           In
the event that any party shall default in its obligations under this Master
Agreement, then the other parties hereto shall have all rights and remedies
available to it at law, or in equity, on account of such default (including,
without limitation, injunctive relief); provided, however, that in no
event shall any party have any right to terminate this Master Agreement by
reason of any default hereunder by any other party.




16.           Interest on Overdue
Amounts.  If any sum is owed by any party hereto to another
party hereto pursuant to the terms of this Master Agreement, and the party owing
such sum does not pay the same on the due date thereof, then such past-due sum
shall bear interest, at the Applicable Rate, from the date due thereof until
payment is made, but only if such party's failure to pay such sums shall
continue for a period of five (5) Business Days after notice of such failure
from the other party, which notice shall refer to this Section 15 and state, in
all capital letters (or other prominent display), that such party's failure to
pay such sums by such 5th Business Day shall result in interest accruing thereon
from the due date thereof.




17.          Estoppel
Certificates.




(a)           At
the request of any of Master Landlord or Wachovia, the other party hereto will
execute, within twelve (12) Business Days from the date of receipt of the
request, from time to time, a written instrument (i) certifying that this Master
Agreement is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified, and
setting forth the modifications), (ii) certifying that it has neither sent, nor
received, a notice of any default under this Master Agreement, which default
remains outstanding (or, if there are such notices, excepting the same and
describing the content thereof), (iii) confirming any of its determinations
described in Section 5 hereof, and (iv) in the case of Wachovia, indicating
whether it has received any of a DPL Designation Notice, a DPL Substitution
Notice or a DPL Acceleration Notice, which, in any case, remains outstanding,
and whether it has any pending dispute with respect to the designations,
re-designations or identifications set forth therein, or any rights of any
Designated Portfolio Lender that result therefrom. The Designated Portfolio
Lender shall also have the right, from time to time, to request such written
instruments of Master Landlord and Wachovia under this Section 17, and, in any
such event, the party of whom such request is made shall deliver such a written
instrument within twelve (12) Business Days after request. Furthermore, the
Designated Portfolio Lender hereby agrees that Wachovia may, from time to time,
request similar written instruments of it under this Master Agreement, as
relates to such Designated Portfolio Lender's rights, obligations, acts and
omissions hereunder, and notices sent by it, or on its behalf, and, in any such
event, it agrees to deliver the same within twelve (12) Business Days after
request.




20


(b)           Upon
request of Wachovia, the Designated Portfolio Lender, shall provide Wachovia
with evidence, reasonably satisfactory to Wachovia, that it is, in fact, a
Portfolio Lender. Upon request of Wachovia, Master Landlord shall provide
evidence, reasonably satisfactory to Wachovia, as to any matter affecting the
status of any Lease as either an Integrated Lease or Non-Integrated Lease,
and/or the various facts and circumstances giving rise thereto (including
information as to the entities holding title to any Lease
Properties).




(c)           Within
twelve (12) Business Days from the date of receipt by Wachovia of a written
notice from Master Landlord requesting the same with respect to the then
Designated Portfolio Lender, which notice shall be accompanied by (i) a copy of
the promissory note or promissory notes evidencing the Portfolio Loan to such
Designated Portfolio Lender, and (ii) a written instrument, in the form of Exhibit G hereto,
executed by Master Landlord with respect to such Designated Portfolio Lender,
Wachovia shall execute and deliver to Master Landlord a written instrument in
the form of Exhibit
G-1 hereto with respect to such Designated Portfolio Lender.




(d)           Within
twelve (12) Business Days from the date of receipt by Wachovia of a written
notice from Master Landlord requesting the same with respect to the then
Designated Mezzanine Lender, which notice shall be accompanied by (i) a copy of
the promissory note or promissory notes evidencing the Mezzanine Loan to such
Designated Mezzanine Lender, and (ii) a written instrument, in the form of Exhibit H hereto,
executed by Master Landlord with respect to such Designated Mezzanine Lender,
Wachovia shall execute and deliver to Master Landlord a written instrument in
the form of Exhibit
H-1 hereto with respect to such Designated Mezzanine Lender.




18.           Notices.  Any
notice or other communications required or permitted to be given under this
Master Agreement (each, a "notice") must be in
writing and shall be sent (i) by certified United States Mail, return receipt
requested, (ii) by Federal Express or other nationally recognized overnight
courier service, or (iii) by personal delivery, and as follows: (a) any notice
sent by Wachovia shall be sent to Master Landlord, at Master Landlord's notice
address(es) set forth below (it being agreed that any notice sent to Master
Landlord at such address(es) shall be deemed sent to, and received by, any and
all Landlords that are parties hereto) with copies of all notices sent to the
Designated Portfolio Lender and the Designated Mezzanine Lender; and (b) any
notice sent by Master Landlord shall be sent to Wachovia, at Wachovia's notice
address(es) set forth below (it being agreed that a copy of any notice sent to
Wachovia at such address(es) shall be deemed sent to, and received by, any and
all Landlords that are parties hereto) with copies of all notices sent to the
Designated Portfolio Lender and the Designated Mezzanine Lender. Designated
Portfolio Lender and Designated Mezzanine Lender each agree that if it shall
deliver a notice to either Master Landlord or Wachovia concerning any aspect of
this Master Agreement, it shall also send a copy of such notice to the other
party hereto.




Master
      Landlord's notice address(es):
            First
      States Investors 3300, LLC
              c/o
      American Financial Realty Trust
              680
      Old York Road, Suite 200
              Jenkintown,
      Pennsylvania 19046
              Attention:
      Operations                        Fax:
              (215)
      887-9856




21





with a copy to:
            American
      Financial Realty Trust
              680
      Old York Road, Suite 200
              Jenkintown,
      Pennsylvania 19046
              Attention:
      General Counsel
              Fax:  (215)
      887-9856Wachovia's
      notice address(es):
            Wachovia
      Bank, N.A.
              Corporate
      Real Estate
              225
      Water Street, Suite 850
              Jacksonville,
      FL 32202
              Attention:
      Neil C. King, SVP
              Fax:  (904)
      489-3544with a copy to:
            Wachovia
      Bank, N.A.
              Corporate
      Real Estate
              401
      S. Tryon Street, 18th Floor
              Charlotte,
      NC 28202
              Attention:
      Sarah Muenow, AVP
              Fax:  (704)
      374-6832and
      to:
            Wachovia
      Bank, N.A.
              Corporate
      Legal Division
              301
      S. College Street, 30th
      Floor, NC0630
              Charlotte,
      NC  28288-0630
              Attention:  Rebecca
      Olliff
              Fax:  (704)
      715-4498and
      to:
            Wachovia
      Corporate Real Estate
              201
      N. Tryon St., 21st Fl, NC0114
              Charlotte,
      NC 28288-0114
              Attn:  Lease
      Administration





Any
notice shall be deemed given upon receipt or refusal thereof. Each of Master
Landlord, Wachovia and any Designated Portfolio Lender shall have the right to
change its notice address(es) (by addition and/or subtraction) by giving the
notice thereof in accordance with the provisions of this Section 18; provided that(x) such notice
of any such change shall become effective only upon such notice being deemed
given hereunder, and (y) neither Master Landlord, Wachovia or a Designated
Portfolio Lender may designate more than five (5) notice address(es), in total,
as its notice address(es). Any notice sent by any party pursuant to this Section
18 shall set forth the address of the Portfolio Property.




22


19.          Miscellaneous.  No
term or provision hereof may be amended or modified, but only by an instrument
that (i) is signed by the party against whom enforcement thereof is sought, and
(ii) has been approved by the Designated Portfolio Lender. Any provision of this
Master Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. This Master
Agreement and the rights and obligations in respect hereof shall be governed by,
and construed and interpreted in accordance with, the laws of the State of New
York, except where the laws of the State where a particular Portfolio Property
is located requires that such State's laws must apply. All headings are for
reference only and shall not be considered as part of this Master Agreement.
This Master Agreement may be executed in any number of counterparts, each of
which shall be an original, and such counterparts together shall constitute but
one and the same instrument.




20.          Conflicts; No
Representations.  In the event of any conflict between the
terms and conditions of this Master Agreement and the terms and conditions of
the Leases, the terms and conditions of this Master Agreement shall be
controlling. No representations or warranties have been made by Master Landlord,
any Landlord or Wachovia except as specifically set forth in this Master
Agreement (or, as to any Landlord and Wachovia, the Leases), and no oral or
written expression or non-verbal conduct of a person intended by such person a
substitute for oral or written expression will be attributed to Master Landlord,
any Landlord or Wachovia, except as specifically set forth in this Master
Agreement (or, as to any Landlord and Wachovia, the Leases).




21.          Liability of Master Landlord
and Landlords; Wachovia's Recourse.




21.1           Subject
to the provisions of Sections 21.2 and 21.3 hereof, at all times, Master
Landlord, and all Landlords under all Integrated Leases, shall be jointly and
severally liable for (i) all the obligations of Master Landlord under this
Master Agreement, and (ii) all the obligations of all the Landlords under all
the Integrated Leases.




21.2           Wachovia
specifically agrees to look solely to the following interests, collectively, for
the recovery of any monetary judgment under this Master Agreement or any of the
Integrated Leases against Master Landlord or any of the Landlords under
Integrated Leases: (a) the interest of the Master Landlord under this Master
Agreement; and (b) the interests of the Landlords, under the Integrated Leases,
in the Lease Properties subject to such Integrated Leases (which interests shall
be deemed to include the rent and other income or proceeds derived from such
Leased Properties). Neither Master Landlord, nor any Landlord under an
Integrated Lease, shall ever be personally liable (i.e., liable beyond such
interests) for any such judgment or for any other liability or obligation under
this Master Agreement or any Lease. The provision contained in the foregoing
sentence is not intended to, and shall not, limit any right that Wachovia might
otherwise have (i) to obtain injunctive relief (or other equitable relief)
against Master Landlord, or any Landlord under an Integrated Lease, or any other
person, (ii) to offset sums due and owing to Wachovia against the Rent under any
Integrated Lease, or (iii) to prosecute any suit or action in connection with
enforcement of Wachovia’s rights hereunder or the obligations of Master Landlord
hereunder, or any Landlord under an Integrated Lease.




23


21.3           The
liability of, and Wachovia's recourse against, any Designated Portfolio Lender
(or any DPL Nominee) that shall become either (i) the Master Landlord hereunder
or (ii) the Landlord under any Integrated Lease, shall, in that capacity, be
governed by the foregoing provisions of this Section 21 (which liability and
recourse provisions shall apply as fully to them as to other persons owning such
interests). However, the liability of, and Wachovia's recourse against, any
Designated Portfolio Lender (or its DPL Nominee), in its capacity as a
Designated Portfolio Lender (or a DPL Nominee), for failing to comply with its
obligations under Sections 13 and 17 of this Master Agreement, shall be limited
to the following interests: (x) the interest of the Designated Portfolio Lender
under its Portfolio Loan, and (y) the Designated Portfolio Lender's interest in
this Master Agreement (and the Designated Portfolio Lender agrees that such
Portfolio Loan and such interest in this Master Agreement shall be subject to
the claims of Wachovia whether such claims arise from its actions or those of
its DPL Nominee). No Designated Portfolio Lender (or DPL Nominee) shall ever be
personally liable (i.e., liable beyond such
interests) for any such judgment or for any other liability or obligation under
this Master Agreement or any Lease . The provision contained in the foregoing
sentence is not intended to, and shall not, limit any right that Wachovia might
otherwise have (i) to obtain injunctive relief (or other equitable relief)
against Designated Portfolio Lender (or DPL Nominee) or any other person, or
(ii) to prosecute any suit or action in connection with enforcement of
Wachovia’s rights under Sections 13 and 17 of this Master Agreement or the
obligations of the Designated Portfolio Lender under Sections 13 and 17 of this
Master Agreement.




24


IN
WITNESS WHEREOF, Wachovia N.A. and Master Landlord Named Herein have each caused
this Master Agreement to be duly executed and delivered in their respective
names and behalves, all by authority duly given, as of the day and year first
above written.




WACHOVIA:WACHOVIA
      BANK, NATIONAL ASSOCIATIONBy:Name:  Neil
      C. KingTitle:  Senior
      Vice PresidentMASTER
      LANDLORD:FIRST
      STATES INVESTORS 3300, LLCBy:Name:
      Sonya A. HuffmanTitle:  Vice
President