[LEASE]1





between





FIRST
STATES INVESTORS 3300, LLC





and





WACHOVIA
BANK, NATIONAL ASSOCIATION





Dated as
of _____________ ___, 2004





1
              In
      Virginia, title of document to be “Deed of
  Lease”.





Table
of Contents


PageARTICLE
      I BASIC LEASE INFORMATION, LEASED PREMISES, TERM, AND USE
                                  
                                  11.1
                                  Basic
      Lease Information; Definitions
                                  
                                  11.2
                                  Leased
      Premises
                                  
                                  241.3
                                  Term
                                  
                                  251.4
                                  Options
      to Renew
                                  
                                  251.5
                                  Use
                                  
                                  281.6
                                  Survival
                                  
                                  291.7
                                  Release
      Premises
                                  
                                  29ARTICLE
      II RENTAL, OPERATING EXPENSES AND REAL ESTATE TAXES
                                  
                                  332.1
                                  Rental
      Payments
                                  
                                  332.2
                                  Operating
      Expenses
                                  
                                  352.3
                                  Real
      Estate Taxes
                                  
                                  422.4
                                  Budget
                                  
                                  462.5
                                  Audit
      Rights
                                  
                                  48ARTICLE
      III BUILDING SERVICES, IDENTITY, SIGNAGE, AND MANAGEMENT
                                  
                                  503.1
                                  Building
      Standard and Above Standard Services
                                  
                                  503.2
                                  Separate
      Charge Parking Areas
                                  
                                  573.3
                                  Graphics
      and Building Directory
                                  
                                  573.4
                                  Building
      Signage; Exclusivity
                                  
                                  583.5
                                  Tenant’s
      Exterior Equipment
                                  
                                  613.6
                                  Building
      Management
                                  
                                  62ARTICLE
      IV CARE OF PREMISES; LAWS, RULES AND REGULATIONS
                                  
                                  654.1
                                  Surrender
      of Leased Premises
                                  
                                  654.2
                                  Access
      of Landlord to Leased Premises
                                  
                                  654.3
                                  Nuisance
                                  
                                  674.4
                                  Legal
      Compliance
                                  
                                  674.5
                                  Rules
      of Building
                                  
                                  684.6
                                  Use
      and Violations of Insurance Coverage
                                  
                                  684.7
                                  Environmental
      Laws
                                  
                                  684.8
                                  Prohibited
      Uses
                                  
                                  69ARTICLE
      V LEASEHOLD IMPROVEMENTS AND REPAIRS
                                  
                                  705.1
                                  Leasehold
      Improvements
                                  
                                  705.2
                                  Alterations
                                  
                                  715.3
                                  Leasehold
      Improvements; Tenant Property
                                  
                                  725.4
                                  Mechanics
      Liens
                                  
                                  725.5
                                  Repairs
      by Landlord
                                  
                                  735.6
                                  Repairs
      by Tenant
                                  
                                  735.7
                                  Demising
      Work
                                  
                                  745.8
                                  Payment
      of Refund Amount Per Section 26 of Purchase Agreement
                                  
                                  77ARTICLE
      VI CONDEMNATION, CASUALTY AND INSURANCE
                                  
                                  776.1
                                  Condemnation
                                  
                                  77





Table
of Contents


Page6.2
                                  Damages
      from Certain Causes
                                  
                                  786.3
                                  Casualty
      Clause
                                  
                                  796.4
                                  Property
      Insurance
                                  
                                  806.5
                                  Liability
      Insurance
                                  
                                  816.6
                                  Hold
      Harmless
                                  
                                  816.7
                                  WAIVER
      OF RECOVERY
                                  
                                  82ARTICLE
      VII DEFAULTS, REMEDIES, BANKRUPTCY, SUBORDINATION
                                  
                                  827.1
                                  Default
      and Remedies
                                  
                                  827.2
                                  Insolvency
      or Bankruptcy
                                  
                                  857.3
                                  Negation
      of Lien for Rent
                                  
                                  857.4
                                  Attorney’s
      Fees
                                  
                                  857.5
                                  No
      Waiver of Rights
                                  
                                  867.6
                                  Holding
      Over
                                  
                                  867.7
                                  Subordination
                                  
                                  877.8
                                  Estoppel
      Certificate
                                  
                                  887.9
                                  Subsequent
      Documents
                                  
                                  887.10
                                  Interest
      Holder Privileges
                                  
                                  88ARTICLE
      VIII ASSIGNMENT AND SUBLETTING
                                  
                                  888.1
                                  General
                                  
                                  888.2
                                  Landlord’s
      General Offer Rights
                                  
                                  898.3
                                  Landlord’s
      Offer Rights For Retail Conversion Transactions
                                  
                                  928.4
                                  Profit
      Payments Re: Certain Assignments and Subleases
                                  
                                  948.5
                                  Transactions
      Exempt From Section 8.2, 8.3 and 8.4
                                  
                                  948.6
                                  Miscellaneous
                                  
                                  958.7
                                  Sublease
      SNDAs
                                  
                                  96ARTICLE
      IX TRANSFERs OF LANDLORD's ESTATE
                                  
                                  96ARTICLE
      X EXPANSION RIGHTS
                                  
                                  9610.1
                                  Tenant
      Expansion Notices
                                  
                                  9610.2
                                  Landlord
      Expansion Response
                                  
                                  9710.3
                                  Expansion
      Space Leases
                                  
                                  9710.4
                                  Subordination
      of Expansion Space Rights
                                  
                                  10010.5
                                  Duration
                                  
                                  10110.6
                                  Disputes
                                  
                                  101ARTICLE
      XI TERMINATION RIGHTS
                                  
                                  10111.1
                                  Wachovia’s
      Termination Right
                                  
                                  10111.2
                                  Effect
      of Termination
                                  
                                  102ARTICLE
      XII DISPUTE RESOLUTION
                                  
                                  10312.1
                                  Approvals
      and Consents
                                  
                                  10312.2
                                  Dispute
      Resolution
                                  
                                  10412.3
                                  Conduct
      of the Arbitration
                                  
                                  10512.4
                                  Alternative
      Means of Arbitration with AAA.
                                  
                                  105





Table
of Contents


PageARTICLE
      XIII TENANT REMEDIES
                                
                                10613.1
                                Generally
                                
                                10613.2
                                Offset
      Rights
                                
                                106ARTICLE
      XIV MISCELLANEOUS
                                
                                10714.1
                                Notices
                                
                                10714.2
                                Brokers
                                
                                10714.3
                                Binding
      on Successors
                                
                                10714.4
                                Rights
      and Remedies Cumulative
                                
                                10814.5
                                Governing
      Law
                                
                                10814.6
                                Rules
      of Construction
                                
                                10814.7
                                Authority
      and Qualification
                                
                                10814.8
                                Severability
                                
                                10814.9
                                Quiet
      Enjoyment
                                
                                10814.10
                                Limitation
      of Personal Liability
                                
                                10914.11
                                Memorandum
      of Lease
                                
                                10914.12
                                Master
      Agreement
                                
                                10914.13
                                Amendments
                                
                                10914.14
                                Entirety
                                
                                11014.15
                                References
                                
                                11014.16
                                Counterpart
      Execution
                                
                                11014.17
                                No
      Partnership
                                
                                11014.18
                                Captions
                                
                                11014.19
                                Required
      Radon Notice
                                
                                11014.20
                                Changes
      by Landlord
                                
                                11014.21
                                Waiver
      of Jury Trial
                                
                                11114.22
                                Termination
      of Lease
                                
                                111ARTICLE
      XV ADDITIONAL PROVISIONS/
                                
                                112




EXHIBITS




Exhibit
      A
                      Description
      of the LandExhibit
      A-1
                      Site
      PlanExhibit
      B
                      Leased
      PremisesExhibit
      B-1
                      Release
      PremisesExhibit
      C
                      Property
      Specific InformationExhibit
      D-1
                      Form
      of Mortgage Subordination, Non-Disturbance and Attornment
      AgreementExhibit
      D-2
                      Form
      of Ground Lease Subordination, Non-Disturbance and Attornment
      AgreementExhibit
      D-3
                      Form
      of Subtenant Subordination, Non-Disturbance and Attornment
      AgreementExhibit
      E
                      Forms
      of Estoppel
Certificates





LEASE
AGREEMENT




THIS
LEASE AGREEMENT2
(this “Lease”)
is made and entered into as of [_______________], 2004, by and between FIRST
STATES INVESTORS 3300, LLC, a Delaware limited liability company, a
Delaware limited liability company (hereinafter called “Landlord”), and
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (hereinafter
called “Tenant”). Terms with
initial capital letters used in this Lease shall have the meanings assigned for
such terms in Section 1.1(b).




BACKGROUND




A.          Tenant,
as seller, and Landlord, as purchaser, are parties to the Purchase Agreement,
pursuant to which Tenant agreed to sell and convey to Landlord, and Landlord
agreed to purchase from Tenant, the Property as well certain other properties
not covered by this Lease.




B.           The
closing of the Purchase Agreement as to the Property has occurred as of the date
hereof, and this Lease is being executed and delivered thereat pursuant to the
Purchase Agreement.




C.           Wachovia
Corporation, a North Carolina corporation, has agreed to guaranty and act as
surety for the performance of Tenant’s obligations hereunder pursuant to that
certain Lease Guaranty dated of even date herewith.




D.          Tenant
and Landlord are parties to the Master Agreement (i) which contains certain
additional covenants with respect to the subject matter of this Lease and
certain other leases as more particularly provided therein, and (ii) which,
during the Integration Period, shall be deemed integrated with, and constitute a
part of, this Lease (and if, during the Integration Period, there shall be a
conflict between the terms and provisions of the Master Agreement and those of
this Lease, the terms and provisions of the Master Agreement control and
govern).




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:
              [_______________],
      20043/.





2
                In
      Virginia, title of document to be “Deed of Lease”.3
                Insert
      Closing Date.


-1-




Expiration
      Date:
                              [_______________],
      20244/
      .Initial
      Term:
                              Commencing
      on the Commencement Date, and, unless extended or sooner terminated as
      herein provided, ending on Expiration Date.Leased
      Premises:
                              The
      Original Leased Premises, subject to additions to, and/or deletions from,
      the Leased Premises as herein provided. The “Original Leased
      Premises” shall be and consist of the areas of the Property
      identified on Exhibit B
      hereto as being demised and leased to Tenant hereunder, including the
      areas of the Building so identified and, if applicable, any Drive-Through
      Banking Facilities so identified. Each time there is an addition to, or
      deletion from, the Leased Premises as provided herein, including pursuant
      to Section
      1.7 (Release Premises), Section 6.1
      (Condemnation), Article X
      (Expansion Rights) and Article XI
      (Termination Rights), Landlord and Tenant, within thirty (30) days
      thereafter, shall execute and deliver a written instrument confirming the
      same, which instrument shall (x) set forth the then Net Rentable Area of
      the Leased Premises, the Annual Basic Rent and Tenant’s Occupancy
      Percentage, and (y) be accompanied by a revised Exhibit B
      hereto showing the then location and configuration of the Leased Premises.
      References herein to the Leased Premises shall not include any Release
      Premises, except to the extent that former Release Premises are, at
      Tenant’s election, added to the Leased Premises as expressly provided in
      Section
      1.7 hereof.Release
      Premises:
                              All
      those certain portions of the Building identified on Exhibit B-1
      hereto as being “Release Premises”, subject to deletions from the Release
      Premises pursuant to Section 1.7 (by
      virtue of either Tenant electing to add all or any portion of the Release
      Premises to the Leased Premises pursuant to Section 1.7(c)
      or Tenant electing to surrender any portion of the Release Premises prior
      to the end of the Preliminary Period pursuant to Section
      1.7(d)(1) hereof). Each time there is a deletion from the Release
      Premises as herein provided, Landlord and Tenant, within thirty (30) days
      thereafter, shall execute and deliver a written instrument confirming the
      same, which instrument shall (x) set forth the then Net Rentable Area of
      the Release Premises and Tenant’s Occupancy Percentage, and (y) be
      accompanied by a revised Exhibit B-1
      hereto showing the then location and configuration of the Release
      Premises.







4
            Insert
      last day of month in which 20th
      anniversary of Closing Date
occurs.


-2-





Landlord’s
      Address forNotices:
                  First
      States Investors [________], LLCc/o
      First States Group, L.P.1725
      The FairwayJenkintown,
      PA 19046Attention:  Nicholas S.
      Schorsch, President and CEOFax
      Number:  (215) 887-2585with
      a copy to:
                  First
      States Group, L.P.1725
      The FairwayJenkintown,
      PA 19046Attention:  Edward J.
      Matey Jr., General CounselFax:  (215)
      887-9856Tenant’s
      Address forNotices:
                  Wachovia
      Bank, N.A.Corporate
      Real Estate[__________________________]5/[__________________________]Attention:
      __________________Fax:
      _______________________with
      a copy to:
                  Wachovia
      Bank, N.A.Corporate
      Real Estate225
      Water Street, Suite 850Jacksonville,
      FL 32202Attention:
      Neil C. King, SVPFax:  (904)
      489-3544and
      to:
                  Wachovia
      Bank, N.A.Corporate
      Real Estate401
      S. Tryon Street, 18th FloorCharlotte,
      NC 28202Attention:
      Sarah Muenow, AVPFax:  (704)
      374-6832and
      to:
                  Wachovia
      Bank, N.A.Corporate
      Legal Division301
      S. College Street, 30th
      Floor, NC0630Charlotte,
      NC  28288-0630Attention:  Rebecca
      Reithauer (PID #___)6Fax:____________________







5
              This
      shall be the name and address of the regional CRE office responsible for
      management of the particular
property.




6
            Insert
      PID for the Property.


-3-




and
      to:
              Bryan
      Cave, LLP1290
      Avenue of the AmericasNew
      York, New York 10019Attention:
      _____________Fax:
      __________________Interest
      Holder’s Addressfor
      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:




“AAA” shall mean the
American Arbitration Association.




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




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




“Actual Delivery Date”
shall have the meaning assigned to such term in Section 10.3.




“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 to or reimburse Landlord for by the terms of this
Lease.




“Affiliate” of any
party, shall mean any other person controlling, controlled by, or under common
control with such party; the term “control”, as used
herein, shall mean both (i) the possession, direct or indirect, of the power to
direct or cause the direction, of the management and policies of such controlled
party or other person, and (ii) the ownership, directly or indirectly, of more
than fifty percent (50%) of the equity (i.e., the voting stock,
general or other partnership interests, membership interests and/or other equity
or beneficial interests) of such party or other person.




“Alterations” shall
have the meaning assigned to such term in Section 5.2.


-4-


“Annual Basic Rent”
shall mean the annual basic rent payable by Tenant under this Lease for the
Leased Premises, which Annual Basic Rent shall, from time to time, be equal to
the sum of (I) the product of (i) the Annual
Basic Rent Factor, multiplied
by (ii) the Net Rentable Area of the Base Leased Premises, plus (II) if any
Short-Term Additional Space is then part of the Leased Premises, then, as to
each thereof, the product
of (i) the STAS Basic Rental Factor for such Short-Term Additional Space,
multiplied by (ii) the
Net Rentable Area of such Short-Term Additional Space. The Annual Basic Rent due
under this Lease shall be re-calculated each time there is a change in (x) the
Net Rentable Area of the Leased Premises (due to additions to, or deletions
from, the Leased Premises), (y) the Annual Basic Rent Factor (including a change
in the Initial ABR Factor pursuant to the proviso in the definition thereof), or
(z) the STAS Basic Rental Factor for any Short-Term Additional Space; with any
such re-calculation being effective as of the date of such change. Upon any such
re-calculation, Landlord and Tenant shall execute and deliver a written
instrument confirming the same, and incorporating the same into this
Lease.




“Annual Basic Rent
Factor” (i) for the Initial Term, shall mean a rate, per RSF, per annum,
equal to the Initial ABR Factor, except, that (x) effective as of the first day
of the sixth (6th) Lease
Year, the Annual Basic Rent Factor shall be increased to be 101.5% of the
Initial ABR Factor, (y) effective as of the first date of the eleventh (11th) Lease
Year, the Annual Basic Rent Factor shall be increased to be 101.5% of the Annual
Basic Rent Factor immediately prior to the eleventh (11th) Lease
Year, and (z) effective as of the first date of the sixteenth (16th) Lease
Year, the Annual Basic Rent Factor shall be increased to be 101.5% of the Annual
Basic Rent Factor immediately prior to the sixteenth (16th) Lease
Year, and (ii) for each Renewal Term, shall mean the rate, per square foot of
Net Rentable Area, for such Renewal Term that is described and determined
pursuant to Section 1.4(c)(1)
hereof.




“Applicable Rate”
shall mean an annual rate of interest equal to the lesser of (i) the greater of
(a) the Prime Rate plus three percent (3%) and (b) thirteen (13%) percent, and
(ii) the maximum contract interest rate per annum allowed by law.




“Appraiser” shall mean
an independent licensed real estate broker, or independent licensed appraiser,
having at least ten (10) years’ experience in brokering commercial leasing
transactions, or appraising commercial income properties, as the case may be, in
the Market Area involving properties similar to the Property, and who shall be
associated with a nationally or regionally recognized real estate brokerage or
appraisal firm, with local offices within, or in the vicinity of, the Market
Area, 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.




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




“Assignment” shall
have the meaning assigned to such term in Section 8.1.1.




“ATM” shall mean
automated teller machine.




“Audit Notice” shall
have the meaning assigned to such term in Section 2.5.




“Availability Date”
shall have the meaning assigned to such term in Section 10.2.




“Available Leasable
Areas” shall have the meaning assigned to such term in Section 10.1.


-5-




“Bank Divestiture
Transaction” shall have the meaning assigned to such term in Section 8.5.1.




“Base Building” shall
mean, collectively, (i) the Building’s foundations and footings, and its
structural slabs, beams, columns, girders, members and supports, (ii) the
Building’s roof(s) and roof terraces, exterior walls (including facade),
exterior windows and exterior entrances (including entrance doors), and (iii)
Building Systems.




“Base Leased Premises”
shall mean, collectively, (i) the Original Leased Premises (for so long
thereafter as the same shall remain demised hereunder), (ii) any Coterminous
Former Release Space (if, as and when the same are added to the Leased Premises
pursuant to Section 1.7(e),
and for so long thereafter as the same shall remain demised hereunder), and
(iii) any Coterminous Expansion Space (if, as and when the same are added to the
Leased Premises pursuant to Section 10.4,
and for so long thereafter as the same shall remain demised
hereunder).




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




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




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




“Building” shall mean
the building (or building complex) located upon the Land and identified on Exhibit
A-1.




“Building Identification
Signage” shall have the meaning assigned to such term in Section 3.4(a).




“Building Operating
Hours” shall be the hours, designated as such, on Exhibit C
hereto.




“Building Rules” shall
have the meaning assigned to such term in Section 4.5.




“Building Signage”
shall have the meaning assigned to such term in Section
3.4(a).




“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.




“Building System HVAC
Service” shall have the meaning assigned to such term in Section 3.1(a).




“Building Systems”
shall mean the utility and service systems (including electrical, gas, plumbing,
condenser water, elevator, HVAC, communication, life safety and other mechanical
systems) of the Building, but only up to, and
not beyond, the point of distribution to any Leasable Areas and/or the point of
connection to the separate facilities of a particular tenant or other
occupant.


-6-




“Building’s CW System”
shall have the meaning assigned to such term in Section 3.1(b).




“Building’s Loading &
Delivery Facilities” shall have the meaning assigned to such term in
Section 3.1(a).




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




“Business Days” shall
mean all days except Saturdays, Sundays and Holidays.




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




“Change in Control
Transaction” shall have the meaning assigned to such term in Section 8.1.1.




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




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




“Common Areas” shall
mean (i) the Building’s lobbies and corridors (located outside of Leasable
Areas), including the Building’s elevators, escalators, stairways and other
Building Systems providing ingress and egress thereto and therefrom, (ii) the
Building’s loading and freight delivery areas (located outside of Leasable
Areas), including any freight elevators located therein, (iii) the Building’s
lavatories (located outside of Leasable Areas), (iv) the Building’s electrical,
telephone and other utility or service rooms, closets and shafts (located
outside of Leasable Areas), (v) the Parking Areas, (vi) the sidewalks, curb
areas, plazas, walkways, driveways and other passageways upon the Land, together
with any other landscaped areas of the Land (other than any Drive-Through
Banking Facilities which, as herein-above provided, comprise part of the Leased
Premises), and (vii) any other areas of the Property available, from time to
time, for the common use of tenants and other occupants of the Property (and
their customers, guests and invitees).




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




“Comparable Buildings”
shall mean buildings within the Market Area that have a use, quality, age,
configuration and construction that is comparable to that of the
Building.




“Contemplated OE Includable
Capital Item” shall have the meaning assigned to such term in Section 2.4(a).




“Contemplated Sublease
Area” shall have the meaning assigned to such term in Section 8.2.1.




“Contract of
Sale”  shall have the meaning assigned to such term in Section 9.1.1.


-7-




“Coterminous Expansion
Space” shall have the meaning assigned to such term in Section 10.3.




“Coterminous Former Release
Space” shall have the meaning assigned to such term in Section 1.7(e).




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




“Damages Period” shall
have the meaning assigned to such term in Section 7.1(b).




“Demising Work” shall
have the meaning assigned to such term in Section 5.7(a).




“Demising Work Costs”
shall have the meaning assigned to such term in Section 5.7(a).




“Drive-Through Banking
Facility” shall mean the portion of the Leased Premises, if any,
identified as a Drive-Through Banking Facility on Exhibit B
hereto.




“Early Termination
Date” shall have the meaning assigned to such term in Section 11.1.




“Electric Utility
Company” shall have the meaning assigned to such term in Section
3.1(a).




“Eligible Sublease”
shall have the meaning assigned to such term in Section 8.7.1.




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




“Environmental
Matters” shall have the meaning assigned to such term in Section 4.7(a).




“Exempt LL
Transfer”  shall have the meaning assigned to such term in
Section 9.1.1.




“Expansion Rights”
shall have the meaning assigned to such term in Section 10.3.




“Expansion Space”
shall have the meaning assigned to such term in Section 10.3.




“Expansion Space
Acceptance” shall have the meaning assigned to such term in Section 10.3.




“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).




"Existing Mortgage"
shall have the meaning assigned to such term in Section
15.1.




"Existing Overlease"
shall have the meaning assigned to such term in Section
15.2.


-8-


“Fair Market Rental Value Per
RSF”, for any Leasable Area at any time, shall mean the fixed rent, per
RSF, per annum, that (at the time in question) would be offered and accepted
under an arm’s-length net lease (i.e., a lease under
which the tenant separately pays its proportionate share of all operating
expenses, real estate taxes, utilities and other pass-throughs, without any
“base year” or “stop”) between an informed
and willing tenant (that is not then a tenant of any Leasable Area) and an
informed and willing landlord, neither of whom is under any compulsion to enter
into such transaction, demising such Leasable Area (determined with reference to
market for space in Comparable Buildings that is comparable in size, location
and quality to such Leasable Area), assuming (i) such arm’s
length net lease will demise the Leasable Area in its then “AS IS” condition
(except that if such Leasable Area is already a part of the Leased Premises,
then assuming a condition and state of repair consistent with the requirements
of this Lease), and (ii) such arm’s length net lease will be for a term equal to
the then typical initial term of such a lease in the aforementioned market, and
further assuming the following
factors (and, based thereon, making any appropriate adjustments to the
fixed rent which would otherwise be offered and accepted for such an arm’s
length net lease pursuant to the foregoing provisions of this definition): (I)
that the tenant will not receive, and the landlord will not provide or pay, (w)
any workletter, (x) any improvement, relocation, moving or other allowance or
contribution, (y) any rent abatement or other reduced or free rent period, or
(z) any other allowance or concession, in connection with the tenant’s leasing
of the Leasable Area (except that if such Leasable Area is Short-Term Expansion
Space, then assuming that the tenant is entitled to a free rent period equal in
length to the free rent period that Tenant is entitled to, pursuant to Section 10.4(g),
with respect to such Short-Term Expansion Space); (II) that the landlord will
not pay any brokers’ fee or commission in connection with the tenant’s leasing
of the Leasable Area; (III) that such arm’s length net lease provides for the
landlord’s inclusion, and the tenant’s payment, of amortized capital
expenditures in operating expenses to the same extent as provided in this Lease;
and (IV) that the creditworthiness of the tenant is the same as that of
Tenant.




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




“Final Contract of
Sale” shall have the meaning assigned to such term in Section 9.1.1.




“Final SLC Plans &
Specifications” shall have the meaning assigned to such term in Section 5.7(b).




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




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




“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).




“FSG” shall mean (i)
FIRST STATES GROUP, L.P., a Delaware limited partnership, or (ii) a person
constituting an immediate or remote successor to FIRST STATES GROUP, L.P. by
virtue of one or more mergers, consolidations and/or transfers of all, or
substantially all, the assets of FIRST STATES GROUP, L.P. (or another person
described in this clause (ii)).




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


-9-




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




“Gross Revenue” shall
mean all gross rental income of Landlord generated from the operation of the
Property, including basic rents, additional rents and other charges collected
from Tenant and other tenants or occupants of the Property, but excluding (a)
any such rents and other charges which represent payment or reimbursement for
any utilities or services provided to tenants or other occupants of the Property
which are not provided to Tenant under this Lease without a separate charge, (b)
revenue received by Landlord for parking (whether from Tenant, other tenants or
occupants of the Property or otherwise), or from vending areas, cafeterias,
fitness centers, etc., and (c) any revenue received by Landlord from any further
development or leasing of the Property. In no event shall the term “gross rental
income”, as used in this definition, ever be deemed to include (i) security
deposits, unless and until such deposits are applied as rental income, (ii)
interest on bank accounts for the operation of the Property, (iii) proceeds from
the sale or refinancing of the Property (or any portion thereof), (iv) insurance
proceeds or dividends received from any insurance policies pertaining to
physical loss or damage to the Property, (v) condemnation awards or payments
received in lieu of condemnation of the Property and (vi) any trade discounts
and rebates received in connection with the purchase of personal property or
services in connection with the operation of the Property.




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




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




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


-10-




“Initial ABR Factor”
shall mean [$______]7/ per RSF,
per annum; provided, however, that if the
provisions of [Section 8 of the Master Agreement]8/ are
applicable, then, effective as of the first (1st) day of
the third Lease Year, the Initial ABR Factor shall be re-calculated in
accordance therewith. Upon any such re-calculation, Landlord and Tenant shall
execute and deliver a written instrument confirming the same, and incorporating
the same into this Lease.




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




“Interest Holder”
shall mean each of (i) any Overlessor with which Tenant has entered into an
Overlease SNDA, and (ii) any Mortgagee with which Tenant has entered into a
Mortgage SNDA.




“Integrated
Properties” shall mean all the Portfolio Properties, in which, at the
time in question, space is demised under a lease which, at the time in question,
is defined as an "Integrated
Lease" pursuant to the provisions of the Master Agreement.




“Integration Period”
shall mean all periods within the Term during which this Lease is defined as an
"Integrated Lease"
pursuant to the provisions of the Master Agreement.




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




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




“Land” shall mean the
parcel(s) of land identified on Exhibit A hereto9/
..




“Landlord” shall mean
only the owner of Landlord’s Estate, at the time in question; it being agreed
that: (I) during the Integration Period, the foregoing provisions of this
definition shall not be construed to relieve Landlord Named Herein, or any
subsequent Landlord, from the obligations of Landlord under this Lease accruing
during the period that it is Landlord hereunder or thereafter; (II) upon any
transfer of Landlord’s Estate that complies with the provisions of Article IX hereof,
but results in the end of the Integration Period (and upon each subsequent
transfer of Landlord’s Estate that complies with the provisions of Article IX hereof),
the transferor shall thereby be relieved and freed of all obligations of
Landlord under this Lease accruing after such transfer; and (III) upon any
transfer of Landlord’s Estate, the transferee shall thereby be deemed to have
assumed all obligations of Landlord under this Lease accruing after such
transfer (and, during the Integration Period, such transferee shall also be
deemed to have assumed all the obligations of Landlord under the Master
Agreement).







7
              This
      initial dollar figure will be determined pursuant to the Purchase
      Agreement and inserted in the document at
  Closing


8
              This
      Article of the Master Agreement needs to provide for re-calculation of
      Initial ABR Factor after Preliminary Period based on addition of Release
      Premises across the portfolio.


9
              Needs
      to include legal description of land owned in fee as well as that
      ground/nnn leased.
 -11-




“Landlord Appointed Property
Manager” shall have the meaning assigned to such term in Section
3.6(a).




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




“Landlord Default
Notice” shall have the meaning assigned to such term in Section 7.10.




“Landlord Electrical
Invoice” shall have the meaning assigned to such term in Section 3.1(a).




“Landlord Event of
Default” shall have the meaning assigned to such term in Section 13.1(a).




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




“Landlord Initiated
Contest” shall have the meaning assigned to such term in Section 2.3(c).




“Landlord Management
Period” shall have the meaning assigned to such term in Section
3.6(a).




“Landlord Named
Herein” shall mean [FIRST STATES INVESTORS [_______], LLC].




“Landlord Party” shall
mean any principal (which shall include any shareholder, partner, member or
other owner, direct or indirect, disclosed or undisclosed) of Landlord, or any
director, officer, employee, agent or contractor of Landlord (or of any
principal of Landlord).




“Landlord Repairs”
shall have the meaning assigned to such term in Section 5.5(a).




“Landlord’s Average Cost Per
KWH” shall have the meaning assigned to such term in Section 3.1(a).




“Landlord’s Estate”
shall mean the estate and interest of Landlord in the Property, including fee
title to the Property and/or the lessee’s interest in an Overlease affecting the
Property.




“Landlord’s Liens”
shall have the meaning assigned to such term in Section
7.3(a).




“Landlord’s Offer
Notice”  shall have the meaning assigned to such term in Section 9.2.1.




“Landlord’s Preliminary
Notice” shall have the meaning assigned to such term in Section 9.3.1.




“Landlord’s RCT
Period” shall have the meaning assigned to such term in Section 8.3.2.




“Landlord’s RCT Termination
Notice” shall have the meaning assigned to such term in Section 8.3.2.


-12-




“Landlord’s RCT Termination
Option” shall have the meaning assigned to such term in Section 8.3.2.




“Landlord’s Recapture
Notice” shall have the meaning assigned to such term in Section 8.2.2.




“Landlord’s Recapture
Option” shall have the meaning assigned to such term in Section 8.2.2.




“Landlord’s Recapture
Period” shall have the meaning assigned to such term in Section 8.2.2.




“Landlord’s Restoration
Work” shall have the meaning assigned to such term in Section 6.3(a).




“Landlord’s RFR
Notice” shall have the meaning assigned to such term in Section 9.3.2.




“Landlord’s Transfer
Notice” shall have the meaning assigned to such term in Section 9.2.4.




“Leased Premises”
shall have the meaning assigned to such term in Section 1.1(a).
For purposes of this Lease, the Leased Premises, at any time, shall be deemed to
consist only of the space within the inside surfaces of all the demising walls,
exterior windows and entrances, and structural ceilings and floors, bounding the
areas comprising the Leased Premises, at such time.




“Leasable Area
Submeters” shall have the meaning assigned to such term in Section 3.1(a).




“Leasable Areas”
shall, at any time, mean all areas of the Building that are then leased (or
occupied), available for lease (or occupancy), or otherwise susceptible of being
leased (or occupied), by tenants (or other occupants); whether or not the same
are then being marketed or are then capable of being legally or physically
occupied.




“Lease Year” means (i)
the period commencing on the Commencement Date and ending on the last day of the
calendar month in which the first (1st)
anniversary of the Commencement Date occurs (sometimes herein referred to as the
first Lease Year), and (ii) each period of twelve (12) consecutive calendar
months thereafter occurring within the Term (i.e., 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.


-13-


“Leasehold
Improvements” shall mean all improvements, betterments and/or equipment
installed within, and affixed or attached to, the Leased Premises, so as to
become a part thereof, by, or on behalf of, Tenant (or any Tenant Party)
(including (x) such improvements, betterments and/or equipment constructed or
installed by Tenant prior to the date hereof, or such improvements, betterments
and/or equipment constructed or installed by Tenant pursuant to Section 5.2
hereof). Without limiting the foregoing, the term Leasehold Improvements shall
be deemed to include (i) permanent interior walls, permanent floor coverings
(e.g., wall-to-wall
carpeting, but not area rugs or other un-affixed carpeting), permanent wall
coverings (e.g., wall
paper, wood paneling) and drop ceilings, (ii) basic light fixtures (but not
chandeliers or other lighting fixtures above the quality of Building Standard),
(iii) doors, door hardware, (iv) window blinds, (v) to the extent that any
portion of the Leased Premises is, immediately prior to the end of the Term,
being used as a retail banking branch, the vaults, vault doors, teller counters
and under-counter steel located in such portion of the Leased Premises, and,
with respect to the Drive-Through Banking Facilities (if any), the pneumatic
tubing and kiosks thereat, and (vi) Tenant’s line, riser and other connections
to the Building Systems. Notwithstanding the foregoing provisions of this
definition, in no event shall the term “Leasehold Improvements” be deemed to
include any property included within the definitions of “Base Building” or “Tenant Property”
hereunder.




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




“LL Rent
Schedule”  shall have the meaning assigned to such term in
Section 9.2.1.




“LL Transfer” shall
have the meaning assigned to such term in Section 9.1.1.




“LL Transfer Permitted
Encumbrances”  shall have the meaning assigned to such term in
Section 9.2.1.




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




“Management Designation
Notice” shall have the meaning assigned to such term in Section
3.6(c).




“Market Area” shall
mean the metropolitan area within which the Property is located, which area may
be more particularly identified on Exhibit C
hereto.




“Master Agreement”
shall mean that certain Master Agreement Regarding Leases by and between
Landlord Named Herein and Wachovia, dated as of the date hereof.




“Measurement Standard”
shall mean the Standard Method for Measuring Floor Area in Office Buildings,
ANSI/BOMA Z65.1-1989, as promulgated by BOMA.




“Monthly Estimated OE
Payments” shall have the meaning assigned to such term in Section 2.2(b).




“Mortgage” shall mean
any mortgage or deed of trust which may now or hereafter affect the Property
(and/or an Overlease).




“Mortgagee” shall mean
any holder of any Mortgage.




“Mortgage SNDA” shall
mean a subordination, non-disturbance and attornment agreement between a
Mortgagee and Tenant in the form annexed as Exhibit D-1 hereto,
and in proper form for recording, together with such changes thereto that are
both proposed by a Mortgagee and approved by Tenant; it being agreed that Tenant
shall not unreasonably withhold its approval of any such proposed change so long
as (i) such proposed change is customary (at the time in question), and (ii)
such proposed change does not (to more than a de minimis extent) decrease
Tenant's rights, or increase Tenant's obligations, from those contained in the
form of Mortgage SNDA annexed as Exhibit D-1
hereto.


-14-




“Net Rentable Area”,
of any Leasable Area, shall mean the number of RSF comprising the same
determined in conformity with the Measurement Standard. References herein to the
Net Rentable Area “of the
Building” shall be deemed to mean the aggregate Net Rentable Area of all
the Leasable Areas of the Building, as so determined. The final, and
conclusively binding, determinations of the Net Rentable Areas of the Leased
Premises (as the same exist on the Commencement Date), the Release Premises (as
the same exist on the Commencement Date) and the Building (as the same exists on
the Commencement Date) are as specified in Exhibit C
hereto.




“Net Sublease
Consideration” shall have the meaning assigned to such term in Section 8.4.2.




“Non-Consent
Alterations” shall have the meaning assigned to such term in Section 5.2(c).




“Non-Dedicated Parking
Areas” shall mean all portions of the Parking Areas other than Tenant
Dedicated Parking Areas.




“Notice Parties” shall
mean (i) in case of Landlord, the parties identified, with addresses, in Section 1.1(a)
under the heading “Landlord’s
Address for Notices” (as the same may be modified consistent with the
provisions of Section 14.1 hereof), and (ii) in the case of Tenant, the
parties identified, with addresses, in Section 1.1(a)
under the heading “Tenant’s
Address for Notices” (as the same may be modified consistent with the
provisions of Section 14.1 hereof).




“NPV Profit Amount”
shall have the meaning assigned to such term in Section 8.2.3.




“OE Overpayment” shall
have the meaning assigned to such term in Section 2.2(f).




“OE Includable Capital
Item” shall have the meaning assigned to such term in Section 2.2(c)(3).




“OE Underpayment”
shall have the meaning assigned to such term in Section 2.2(f).




“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).




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




“OT Building System HVAC
Service” shall have the meaning assigned to such term in Section 3.1(c).


-15-




“Other Building
Signage” shall have the meaning assigned to such term in Section
3.4(a).




“Other Demising Work”
shall have the meaning assigned to such term in Section 5.7(a).




“Other Demising Work
Costs” shall have the meaning assigned to such term in Section 5.7(a).




“Other Leasable Area
Submeters” shall have the meaning assigned to such term in Section 3.1(a).




“Other Permitted
Leases” shall have the meaning assigned to such term in Section 9.2.1.




“Other Qualified Rooftop
Equipment” shall have the meaning assigned to such term in Section 3.5(d).




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




“Outside Expiration
Date” shall mean [______________, 2054]10.




“Overlease” shall mean
any ground lease, or other overlease, of the Property or any part thereof, now
or hereafter existing.




“Overlessor” shall
mean any lessor under an Overlease.




“Overlease SNDA” shall
mean a subordination, non-disturbance and attornment agreement between an
Overlessor and Tenant in the form annexed as Exhibit D-2 hereto,
and in proper form for recording, together with such changes thereto that are
both proposed by an Overlessor and approved by Tenant; it being agreed that Tenant
shall not unreasonably withhold its approval of any such proposed change so long
as (i) such proposed change is customary (at the time in question), and (ii)
such proposed change does not (to more than a de minimis extent) decrease
Tenant's rights, or increase Tenant's obligations, from those contained in the
form of Overlease SNDA annexed as Exhibit D-2
hereto.




“Parking Areas” shall
mean the parking areas and facilities for the Property as indicated on Exhibit A-1 hereto,
together with (i) any walkways, driveways and other passageways upon the Land
providing ingress and egress between such areas and facilities and the Building
and/or between such areas and facilities and the Building, and (ii) any
additional improvements now or hereafter located on the Land related to the
foregoing areas and facilities.




“Personnel Costs”
shall have the meaning assigned to such term in Section 2.2(c).




“Portfolio Properties”
shall mean all properties acquired by Landlord pursuant to the Purchase
Agreement.







10
              Insert
      last day of month in which 50th
      anniversary of the Closing Date
occurs.
 -16-


“Preliminary Period”
shall mean the first two Lease Years (i.e., the period commencing
on the Commencement Date and expiring on the last date of the second (2nd) Lease
Year).




“Premises Submeter”
shall have the meaning assigned to such term in Section 3.1(a).




“Primary Demising
Work” shall have the meaning assigned to such term in Section 5.7(a).




“Primary Demising Work
Costs” shall have the meaning assigned to such term in Section 5.7(a).




“Prime Rate” shall
mean the “prime rate”
announced by Wachovia Bank, National Association, 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).




“Prohibited Uses”
shall have the meaning assigned to such term in Section 4.8(b).




“Property” means,
collectively, (i) the Land, and (ii) all improvements now or hereafter located
on the Land, including (x) the Building (inclusive of all improvements,
betterments and/or equipment that, from time to time, are affixed or attached
thereto, or otherwise constitute a part thereof), (y) the Common Areas (within
or outside of the Building), including all sidewalks, curbs, plazas, paved
walkways, driveways and other passageways upon the Land (as well as any other
landscaping upon the Land), and (z) any Drive-Through Banking Facilities which
comprise part of the Leased Premises, and (iii) any personal property belonging
to Landlord which is located within or upon the Land and/or Building, and used
in connection with the operation thereof.




“Property Manager”
shall have the meaning assigned to such term in Section 3.6(a).




“Purchase Agreement”
shall mean that certain Agreement of Sale and Purchase by and between Wachovia,
as seller, and Landlord Named Herein, as purchaser, dated _______________,
2004.




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




“RCT Termination Date”
shall have the meaning assigned to such term in Section 8.3.3.




“RE Tax Contest” shall
have the meaning assigned to such term in Section 2.3(c).




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




“Recapture Effective
Date” shall have the meaning assigned to such term in Section 8.2.3.




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




“Release Premises Election
Date” shall mean the last day of the sixth (6th) full calendar month of
the second (2nd) Lease Year.




-17-


“Release Space Expiration
Date” shall have the meaning assigned to such term in Section
1.7(d).




“Relevant Books and
Records” shall have the meaning assigned to such term in Section 2.5(a).




“Remedial Work”, as to
any portion of the Property (including the Leasable Areas or the Common Areas),
means the removal, relocation, elimination, remediation or encapsulation of
Hazardous Materials from such portion(s) of the Property and, to the extent
thereby required, the reconstruction and rehabilitation of such portion(s) of
the Property pursuant to, and in compliance with, the provisions of this
Lease.




“Renewal Appraisal
Notice” shall have the meaning assigned to such terms in Section 1.4(e).




“Renewal Option” and
“Renewal
Options” shall have the meanings assigned to such terms in Section 1.4(a).




“Renewal Option Notice
Date” shall mean, with respect to any Renewal Option, the date on which
Tenant sends Tenant’s Renewal Notice to Landlord as provided in Section 1.4.




“Renewal Term” and
“Renewal Terms”
shall have the meanings assigned to such terms in Section 1.4(a).




“Rent” means Annual
Basic Rent and Additional Rent.




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




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




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




“Retail Conversion
Transaction” shall have the meaning assigned to such term in Section 8.1.1.




“RFR Contract” shall
have the meaning assigned to such term in Section 9.3.4.




“RFR Exercise Period”
shall have the meaning assigned to such term in Section 9.3.3.




“RFR
Period”  shall have the meaning assigned to such term in Section 9.1.1.




“ROFO Closing” shall
have the meaning assigned to such term in Section 9.2.3.




“ROFO Exercise Period”
shall have the meaning assigned to such term in Section 9.2.2.




“ROFO Period” shall
have the meaning assigned to such term in Section 9.1.1.




“ROFO Transfer Period”
shall have the meaning assigned to such term in Section 9.2.4.




-18-


“RSF” shall mean
rentable square feet.




“Scheduled Delivery
Date” shall have the meaning assigned to such term in Section 10.3.




“SEC” means the
Securities and Exchange Commission.




“Section 8.5
Transaction” shall have the meaning assigned to such term in Section 8.5.1.




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




“Self-Insurance Net Worth
Test” shall mean, as of any date, that (i) Tenant has a net worth of at
least $1,000,000,000, and (ii) Tenant’s long-term senior unsecured debt
obligations are rated at least BB+ (or its equivalent) by Fitch Investors
Service and Baa3 (or its equivalent) by Moody’s as of that date; provided that
if Tenant is rated by only one of Fitch Investors Service or Moody’s, such
obligations shall have such rating from Fitch Investors Service or Moody’s, as
the case may be, and a comparable rating from one of S&P or another
nationally-recognized rating agency.




“Separate Charge Parking
Areas” shall mean the portions of the Parking Areas that are designated
as “Separate Charge Parking
Areas” on Exhibit A-1
hereto.




“Separately Leasable
Condition”, when used with respect to any space in the Building, shall
mean that such space (subject to the construction within such space of leasehold
improvements of the type and nature normally found within legally occupied
Leasable Areas) is legally capable of being separately leased to a tenant for
general office purposes (or, in the case of ground floor space, general office,
retail or banking purposes), including (i) being separately demised from any
other Leasable Area (i.e., bounded by demising
walls), (ii) having an independent means of ingress and egress (i.e., independent of any
other Leasable Area) to, and from, the outside of the Building or to and from
the Common Areas that serve such space, and (iii) being otherwise served by such
Common Areas, whether general or limited, that, assuming the construction within
such space of leasehold improvements of the type and nature normally found
within legally occupied Leasable Areas, shall be legally sufficient to permit
such space to separately leased as herein-above provided in this definition. The
term “leasehold
improvements”, as used herein, shall mean improvements and betterments
to, and within the confines of, a demised Leasable Area, over and above the
components of the Base Building therein.




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




“Short-Term Additional
Space” shall mean each of (i) the Short-Term Former Release Space (if, as
and when the same are added to the Leased Premises pursuant to Section 1.7(f),
and for so long thereafter as the same shall remain demised hereunder), or (ii)
any Short-Term Expansion Space (if, as and when the same are added to the Leased
Premises pursuant to Section 10.3,
and for so long thereafter as the same shall remain demised
hereunder).




“Short-Term Former Release
Space” shall have the meaning assigned to such term in Section 1.7(f).




-19-


“Short-Term Expansion
Space” shall have the meaning assigned to such term in Section 10.3.




“SLC Plans &
Specifications” shall have the meaning assigned to such term in Section 5.7(b).




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




“SNDA” shall mean any
of a Mortgage SNDA, an Overlease SNDA and a Sublease SNDA.




“STAS Basic Rental
Factor”, for any Short-Term Additional Space, shall, at any time, mean
the rate, per square foot of Net Rentable Area, then applicable to such
Short-Term Additional Space, as set forth (i) in the case of Short-Term Former
Release Space, (x) in Section 1.7(f)(2),
for all periods prior to the end of the Initial Term, and (y) in Section 1.4(c)(2),
for any Renewal Terms, and (ii) in the case of any Short-Term Expansion Space,
(xx) in Section 10.4(e)(2),
for all periods prior to the end of the Initial Term (as well any Renewal Term
during which such Short-Term Expansion Space is first added to the Leased
Premises), and (yy) in Section 1.4(c)(2),
for any Renewal Terms (other than the Renewal Term during which such Short-Term
Expansion Space is first added to the Leased Premises).




“State” shall mean the
State in which the Property is located.




“Sublease” shall mean
any sublease demising the whole or any portion(s) of the Leased
Premises.




“Subtenant” shall mean
the subtenant under a Sublease.




“Sublease SNDA” shall
mean a subordination, non-disturbance and attornment agreement between Landlord
and a Subtenant in the form annexed as Exhibit D-3 hereto,
and in proper form for recording, together with such changes thereto that are
both proposed by a Subtenant and approved by Landlord; it being agreed that Landlord
shall not unreasonably withhold its approval of any such proposed change so long
as (i) such proposed change is customary (at the time in question), and (ii)
such proposed change does not (to more than a de minimis extent) decrease
Landlord's rights, or increase Landlord's obligations, from those contained in
the form of Sublease SNDA annexed as Exhibit D-3
hereto.




“Surrender Release
Space” shall have the meaning assigned to such term in Section 1.7(d).




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




“Tenant” shall mean
only the owner of Tenant’s estate and interest under this Lease, at the time in
question; but the
foregoing provisions of this definition shall not be construed to relieve Tenant
Named Herein, or any subsequent Tenant, from the obligations of Tenant accruing
during the period that it is Tenant hereunder or thereafter.




-20-


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




“Tenant Business
Group” shall have the meaning assigned to such term in Section 8.5.1.




“Tenant Controlled
Contest” shall have the meaning assigned to such term in Section 2.3(c).




“Tenant Created Lien”
shall have the meaning assigned to such term in Section 5.4(b).




“Tenant-Dedicated Parking
Areas” shall mean the portions of the Parking Areas that are designated
as “Tenant Dedicated Parking
Areas” on Exhibit A-1
hereto.




“Tenant Expansion
Notice” shall have the meaning assigned to such term in Section 10.1.




“Tenant Lien Cure
Period” shall have the meaning assigned to such term in Section 5.4(b).




“Tenant Management
Agreement” shall have the meaning assigned to such term in Section
3.6(c).




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




“Tenant Management
Period” shall have the meaning assigned to such term in Section 3.6(c).




“Tenant Management
Services” shall have the meaning assigned to such term in Section
3.6(c).




“Tenant Named Herein”
shall mean WACHOVIA BANK, NATIONAL ASSOCIATION.




“Tenant Party” shall
mean (i) any principal (which shall include any shareholder, partner, member or
other owner, direct or indirect, disclosed or undisclosed) of Tenant, or any
director, officer, employee, agent or contractor of Tenant (or of any principal
of Tenant), or (ii) any Subtenant or other person claiming by, through or under
Tenant (directly or indirectly), or any principal, director, officer, employee,
agent or contractor of such Subtenant or such other person.




“Tenant Prominence
Period” shall have the meaning assigned to such term in Section
3.4(b).




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“Tenant Property”
shall mean all movable personal property or trade fixtures (including any
cabling or wiring installed within ceilings, ducts or chases of the Building but
not permanently embedded within the walls of the Building) installed or
maintained by, or at the instance of, Tenant (or any Tenant Party) within the
Leased Premises (or, as expressly permitted hereunder, any areas outside of the
Leased Premises).Without limiting the foregoing, the term Tenant Property shall be
deemed to include the following: (i) any furniture, furnishings and equipment;
(ii) moveable partitions and systems furniture; (iii) business,
telecommunications and audio-visual equipment; (iv) computers, computer
equipment, software and peripherals; (v) security systems and equipment; (vi)
paintings and/or other works of art or decoration; (vii) all of Tenant’s signage
(whether exterior or interior), including Building Identification Signage and
Tenant’s Exterior Signage (but excluding Tenant’s Monuments); (viii) ATMs
connected to or located within the Building, or situated as freestanding
structures on the Property, and any ATM related equipment; (ix) safes; (x) safe
deposit boxes (including the nests or frames thereof); (xi) any equipment within
the Leased Premises relating to Tenant’s separate service systems (including, if
within the Leased Premises, Tenant’s Supplemental HVAC Equipment); (xii)
Tenant’s Exterior Equipment (including Tenant’s Rooftop Equipment and, if
outside the Leased Premises, Tenant’s Supplemental HVAC Equipment); and (xiii)
specialty fixtures, such as chandeliers or other lighting fixtures above the
quality of Building Standard.




“Tenant Required
Contest” shall have the meaning assigned to such term in Section 2.3(c).




“Tenant Sub-Manager”
shall have the meaning assigned to such term in Section
3.6(c).




“Tenant’s Allotted CW
Capacity” shall have the meaning assigned to such term in Section 3.1(b).




“Tenant’s Building
Signage” shall have the meaning assigned to such term in Section
3.4(a).




“Tenant’s Dedicated
Electrical Capacity” shall have the meaning assigned to such term in
Section 3.1(a).




“Tenant’s Exclusive
Period” shall have the meaning assigned to such term in Section 10.3.




“Tenant’s Existing Exterior
Equipment” shall have the meaning assigned to such term in Section 3.5(a).




“Tenant’s Exterior
Equipment” shall have the meaning assigned to such term in Section 3.5(c).




“Tenant’s Occupancy
Percentage” shall mean a fraction, expressed as a percentage, (i) the
numerator of which is the Net Rentable Area of the Leased Premises (and, during
the Preliminary Period to the extent provided in Section 1.7
hereof, the Net Rentable Area of the Release Premises) at the time the
determination is made, and (ii) the denominator of which is Net Rentable Area of
the Building. Tenant’s Occupancy Percentage shall be re-calculated each time
there is a change in the Net Rentable Area of the Leased Premises (due to
additions to, or deletions from, the Leased Premises) (or, as applicable
pursuant to Section 1.7
hereof, the Release Premises, due to additions thereto, or deletions therefrom);
with any such re-calculation (and Tenant’s obligations in respect of Additional
Rent payable on the basis of Tenant’s Occupancy Percentage) being effective as
of the date of such change. Upon any such re-calculation, Landlord and Tenant
shall execute and deliver a written instrument confirming the same, and
incorporating the same into this Lease.




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“Tenant’s Offer
Notice” shall have the meaning assigned to such term in Section 8.2.1.




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




“Tenant’s Renewal
Notice” shall have the meaning assigned to such term in Section 1.4(b).




“Tenant Repairs” shall
have the meaning assigned to such term in Section 5.6(a).




“Tenant’s RCT Notice”
shall have the meaning assigned to such term in Section 8.3.1.




“Tenant’s RFR Exercise
Notice” shall have the meaning assigned to such term in Section 9.3.3.




“Tenant’s RFR Option”
shall have the meaning assigned to such term in Section 9.3.3.




“Tenant’s ROFO Option”
shall have the meaning assigned to such term in Section 9.2.2.




“Tenant’s ROFO Exercise
Notice” shall have the meaning assigned to such term in Section 9.2.2.




“Tenant’s Rooftop
Equipment” shall have the meaning assigned to such term in Section 3.5(d).




“Tenant’s Supplemental HVAC
Equipment” shall have the meaning assigned to such term in Section 3.1(b).




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




“Tenant’s Title
Insurer” shall have the meaning assigned to such term in Section 9.2.3.




“Tenant’s Transfer
Period” shall have the meaning assigned to such term in Section 8.2.4.




“Tenant’s Transfer
Notice” shall have the meaning assigned to such term in Section 8.2.4.




“Tenant’s Reimbursement
Amount” shall have the meaning assigned to such term in Section 5.7(b).




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




“Termination Rights Exercise
Notice” shall have the meaning assigned to such term in Section 11.1.




“Third Party Leasing
Rights” shall have the meaning assigned to such term in Section 10.4.


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“Threshold Alteration
Amount” shall have the meaning assigned to such term in Section 5.2(c).




“Vacate Space” shall
have the meaning assigned to such term in Section 11.1.




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




“Wachovia Party” shall
mean Wachovia or any Affiliate of Wachovia.




“Wachovia’s Termination
Right” shall have the meaning assigned to such term in Section 11.1.




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




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. Tenant shall be entitled to the following as appurtenances to
the Leased Premises: (I) the right to use, and permit Tenant Parties and/or the
customers, invitees and guests of Tenant or any Tenant Parties, to use, (a) on
an exclusive basis, the Tenant-Dedicated Parking Areas and (b) on a
non-exclusive basis (in common with Landlord and other tenants or occupants of
the Property, their customers, invitees and guests), the Non-Dedicated Parking
Areas and all the other Common Areas; (II) 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 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 Property, including the non-exclusive
right to use any walkways, tunnels, and skywalks connected to the Property; and
(III) all other rights and benefits provided to Tenant with respect to the
Property pursuant to this Lease (including the rights granted to Tenant to use
the roof of the Building, and other portions of the Property located outside of
the Premises, pursuant to Section 3.5
hereof).




-24-


1.3
            Term




The
Initial Term of this Lease shall be as defined in Section 1.1(a),
which Initial Term may be renewed and extended as provided in Section 1.4
hereof (the Initial Term and, to the extent renewed and extended, the 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, as of the Commencement Date,
subject to all applicable Legal Requirements and matters of title heretofore
affecting the same. Landlord has made no representation or warranty (express or
implied) regarding the suitability of the Leased Premises or the Building for
the conduct of Tenant’s business, and Tenant waives any warranty (express or
implied) that (a) the Leased Premises, the Common Areas or the Building
generally are suitable for Tenant’s intended purposes, or (b) the Leased
Premises, the Common Areas or the Building generally are now in compliance with
Legal Requirements in effect on the Commencement Date. Except as otherwise
expressly set forth in this Lease, in no event shall Landlord have any
obligation for any defects existing on the Commencement Date in the Leased
Premises, the Common Areas or the Building generally, or any legal limitation on
the use thereof.




1.4
            Options to
      Renew




(a)           Subject
to the conditions hereinafter set forth, Tenant is hereby granted options
(individually, a “Renewal Option” and,
collectively, the “Renewal Options”) to
renew the Term with respect to all, or any portion of, the Leased Premises as
then demised hereunder for six (6) successive periods of five (5) years each
(individually, a “Renewal Term” and
collectively the “Renewal Terms”);
provided that the Term shall not extend, for any portion of the Leased Premises,
beyond the Outside Expiration Date.




(b)           The
first Renewal Term (if the first Renewal Option is exercised) shall commence at
the expiration of the Initial Term, and each subsequent Renewal Term (if the
pertinent Renewal Option is exercised) shall commence at the expiration of the
immediately preceding Renewal Term. Tenant shall exercise each of its Renewal
Options, if at all, by delivering notice of such exercise to Landlord (each, a
“Tenant’s Renewal
Notice”) not later than twelve (12) months prior to the then current
expiration of the Term. In any case that Tenant exercises a Renewal Option with
respect to less than all of the Leased Premises as then demised hereunder,
Tenant shall identify the portion(s) of the Leased Premises with respect to
which the Renewal Option is being exercised. 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) BUSINESS
DAYS FOLLOWING THE DELIVERY OF SUCH NOTICE.




(c)           Tenant’s
leasing of the Leased Premises during any Renewal Term shall be upon all the
then executory terms and conditions of this Lease (as applicable prior to such
Renewal Term), except as
follows:




-25-


(1)           The
Annual Basic Rent Factor for each Renewal Term shall be equal to the Fair Market
Rental Value Per RSF of the Base Leased Premises for the Renewal Term (as
determined by the parties or, in the absence of their agreement, determined by
appraisal, all as herein-after provided); provided, however,
that:




(A)           if,
as of the commencement of such Renewal Term, both (i) Tenant hereunder is a
Wachovia Party, and (ii) the Integration Period has not ended, then the Annual
Basic Rent Factor for such Renewal Term shall be adjusted as provided in Section
2 of the Master Agreement, as applicable;




(B)           if,
as of the commencement of such Renewal Term, the Tenant hereunder is not a
Wachovia Party (whether or not the Integration Period has ended), then the
Annual Basic Rent Factor for such Renewal Term shall not exceed a rate equal to
110% of the Annual Basic Rent Factor on the last day of the Initial Term or
immediately preceding Renewal Term, as applicable; and




(C)           if,
as of the commencement of such Renewal Term, (i) the Tenant hereunder is a
Wachovia Party, and (ii) the Integration Period has ended, then the Annual Basic
Rent Factor for such Renewal Term shall not exceed the following: (x) in the
case of the first Renewal Term, a rate equal to 110% of the Annual Basic Rent
Factor on the last day of the Initial Term; and (y) in the case of each
subsequent Renewal Term, a rate equal to 105% of the Annual Basic Rent Factor
for the immediately preceding Renewal Term.




(2)           The
STAS Basic Rental Factor for each Short-Term Additional Space for each Renewal
Term shall be equal to the Fair Market Rental Value Per RSF of such Short-Term
Additional Space for such Renewal Term (as determined by the parties or, in the
absence of their agreement, determined by appraisal, all as herein-after
provided).




(d)           Within
thirty (30) days following the Renewal Option Notice Date with respect to any
Renewal Option, Landlord shall deliver to Tenant, a proposal setting forth
Landlord’s determination of the Fair Market Rental Value Per RSF for the Leased
Premises for the pertinent Renewal Term (which, if the Leased Premises as to
which such Renewal Option is exercised includes any Short-Term Additional Space,
then such determination shall include separate components for the Fair Market
Rental Value Per RSF for the Base Leased Premises, and the Fair Market Rental
Value Per RSF of the Short-Term Additional Space). Thereafter, and until the
delivery of a Renewal Appraisal Notice, Landlord and Tenant shall endeavor to
reach agreement as to the Fair Market Rental Value Per RSF of the Leased
Premises for the pertinent Renewal Term (and, as applicable, each component
thereof).




(e)           If
Landlord and Tenant are unable to reach a definitive agreement as to the Fair
Market Rental Value Per RSF for Leased Premises for any Renewal Term within
sixty (60) days following the Renewal Option Notice Date, then either Landlord
or Tenant, by written notice thereof to the other party (herein called a “Renewal Appraisal
Notice”), may cause such Fair Market Rental Value Per RSF to be submitted
for resolution in accordance with the following provisions of this Section 1.4(e):




-26-


(1)           Within
thirty (30) days after delivery of the Renewal Appraisal Notice, Landlord and
Tenant shall each select and engage an Appraiser to determine such Fair Market
Rental Value Per RSF. If either party fails to select and engage an Appraiser
within such time, and 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, then the Appraiser engaged by the other party shall select
the second Appraiser.




(2)           Within
thirty (30) days following the date on which the second Appraiser is selected,
(i) each Appraiser shall prepare a sealed determination of the such Fair Market
Rental Value Per RSF, (ii) the Appraisers, together with Landlord and Tenant,
shall arrange a meeting at the Property during Building Operating Hours (or at
such other place and time as is reasonably acceptable to both Appraisers,
Landlord and Tenant) for the purpose of distributing such sealed determinations,
and (iii) at such meeting, the Appraisers shall each simultaneously present
their determinations of such Fair Market Rental Value Per RSF, to the other
Appraiser and to Landlord and Tenant. If the higher of the two determinations of
such Fair Market Rental Value Per RSF does not exceed one hundred five percent
(105%) of the lower of the two determinations of such Fair Market Rental Value
Per RSF, then the average of the two (2) determinations shall be such Fair
Market Rental Value Per RSF (and the same shall constitute the final
determination thereof). If the higher of the two determinations of such Fair
Market Rental Value Per RSF exceeds 105% of the lower of the two determinations
of such Fair Market Rental Value Per RSF, then within five (5) Business Day
after receipt by Landlord and Tenant of both appraisal reports, the Appraisers
selected by Landlord and Tenant shall agree on a third Appraiser (the “Third Appraiser”) to
make a determination of such Fair Market Rental Value Per RSF.  The
Third Appraiser shall not make an independent determination, but shall, within
ten (10) Business Days after his or her designation, select one (1) of the two
(2) determinations already made, whichever of the two determinations the Third
Appraiser determines to be closest to such Fair Market Rental Value Per RSF, as
the controlling determination with respect to such Fair Market Rental Value Per
RSF. The decision of the Third Appraiser shall be conclusive and binding; and
such Fair Market Rental Value Per RSF shall be as set forth in such controlling
determination (which shall constitute the final determination thereof). Each
party shall pay the costs of its Appraiser and one-half (1/2) of the cost of the
Third Appraiser.




(3)           The
instructions to the Appraisers with respect to the determination of such Fair
Market Rental Value Per RSF will be to determine the same solely in accordance
with the definition Fair
Market Rental Value Per RSF as set forth in this Lease (including the
criteria and assumptions set forth therein). The Appraisers shall have no
authority to alter any provisions of such definition, or any other provisions of
this Lease.




(4)           Within
thirty (30) days following the final determination of such Fair Market Rental
Value Per RSF, Tenant shall elect one (1) of the following options by written
notice to Landlord: (A) to revoke the exercise of the pertinent Renewal Option,
in which event, the Term shall automatically, and without further action of
Landlord or Tenant, expire on the later of (1) the expiration of the Initial
Term (or, if applicable, the expiration of the Renewal Term with respect to the
immediately preceding Renewal Option) 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 ratify its exercise of the pertinent
Renewal Option. If Tenant fails to exercise either of the foregoing options
within such thirty (30) day period, then Tenant shall be deemed to have elected
option (B). If Tenant elects (or is deemed to have elected) option (B), then
Tenant thereby shall have irrevocably exercised the pertinent Renewal Option and
Tenant may not thereafter withdraw the exercise of the Renewal
Option.




-27-


(5)           If
the Fair Market Rental Value Per RSF of the Leased Premises for any Renewal Term
shall not have been final determined prior to the commencement of the Renewal
Term (and, accordingly, the actual Annual Basic Rent therefor is not finally
known as of the commencement of such Renewal Term), then (i) for the period
commencing on such first day of such Renewal Term and ending on the date that
such Fair Market Rental Value Per RSF is finally determined, Tenant shall make
payments, on account of the Annual Basic Rent for such Renewal Term (as and when
Annual Basic Rent is payable under this Lease) based upon the Annual Basic Rent
Factor in effect immediately prior to such Renewal Term, and, for any Short-Term
Additional Space, the STAS Basic Rental Factor in effect immediately prior to
such Renewal Term, and (ii) upon such Fair Market Rental Value Per RSF being
finally determined, such payments on account of Annual Basic Rent shall be
reconciled with the actual Annual Basic Rent, and, within thirty (30) days after
such final determination, (x) if such payments on account of Annual Basic Rent
made by Tenant during such period were less than the actual Annual Basic Rent
for such period, then Tenant shall pay to Landlord the amount of such
deficiency, together with interest thereon at the Prime Rate, and (y) if such
payments on account of Annual Basic Rent made by Tenant during such period were
in excess of the actual Annual Basic Rent for such period, then Landlord shall
refund to Tenant the amount of such excess, together with interest thereon at
the Prime Rate.




1.5
            Use




The
Leased Premises may be used and occupied only for (i) banking purposes, and uses
incidental thereto, (ii) general office purposes, and uses incidental thereto,
(iii) any other lawful purposes for which the Property is used on the
Commencement Date, and/or (iv) any other lawful purposes as are consistent with
the character of the Building. Without limiting the generality of the foregoing,
the permitted uses of the Leased Premises shall include (without limitation):
(a) conference, training and/or meeting facilities, (b) libraries, (c) coffee
bars, (d) support staff facilities (including word processing and copy
facilities), (e) lunchrooms, cafeterias 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 vaults, (i)
telephone call centers, (j) retail banking and sales facilities, (k) child care
facilities, (l) fitness centers, and (k) data and service center operations.
Tenant is not obligated to maintain occupancy or conduct operations 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, the sale of securities, credit
card operations and sales, mortgage lending and servicing, and data and service
center functions. In addition, and without limiting the generality of any of the
foregoing provisions, the Leased Premises may be used for any operations or
activities required to support or otherwise provide services in support of
Tenant’s business operations, regardless of whether or not those business
operations are conducted within the Leased Premises. 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.




-28-


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.




1.7
            Release
      Premises




(a)           The
rights and obligations of the parties with respect to the Release Premises shall
be as set forth in this Section 1.7. The
Release Premises shall not constitute part of the Leased Premises (unless and
until, and only to the extent that, the same are added to the Leased Premises
pursuant to the provisions of Section 1.7(e)
or (f) below),
but the same shall be deemed demised by this Lease, and the provisions of this
Lease (other than this Section 1.7)
shall apply to the Release Premises to the extent expressly provided in this
Section 1.7.




(b)           During
the Preliminary Period, Tenant may use and occupy the Release Premises subject
to, and in accordance with, the following:




(1)           Tenant
shall not pay any Annual Basic Rent with respect to the Release
Premises.




(2)           Tenant
shall pay only Additional Rent with respect to the Release Premises, and shall
do so on the same terms and conditions as it pays Additional Rent with respect
to the Leased Premises, but not, with respect to any portion of the Release
Premises, after the date (even if such date is prior to the end of the
Preliminary Period) that Tenant shall have surrendered the same with reasonable
notice to Landlord and otherwise consistent with the provisions of Section 1.7(d)(3)
hereof (and, accordingly, solely for purposes of calculating Tenant’s Occupancy
Percentage during the Preliminary Period, the numerator thereof shall include,
in addition to the Net Rentable Area of the Leased Premises, the Net Rentable
Area of the Release Premises to the extent the same has not yet been surrendered
by Tenant consistent with the foregoing).




(3)           Tenant’s
use of the Release Premises shall be subject to the provisions of Section 1.5
hereof, and, except for the provisions of this Lease requiring the payment of
Rent, all the other provisions of this Lease shall apply to the Release Premises
as fully as the same to the Leased Premises.




(c)           On
or prior to the Release Premises Election Date, Tenant shall advise Landlord of
Tenant’s election to (i) surrender any portion of the Release Premises as of a
date not later than the expiration of the Preliminary Period, (ii) add any
portion of the Release Premises to the Leased Premises on a coterminous basis
pursuant to Section 1.7(e)
effective as of the first day immediately following the Preliminary Period, or
(iii) add any portion of the Release Premises to the Leased Premises on a short
term basis pursuant to Section 1.7(f)
effective as of the first day immediately following the Preliminary
Period.  Tenant shall be permitted to make different elections with
respect to different portions of the Release Premises. If Tenant fails to notify
Landlord of its election with respect to any portion of the Release Premises
prior to the expiration of the Release Premises Election Date, then Tenant shall
be deemed to have elected to surrender such portion of the Release Premises not
later than the expiration of the Preliminary Period.




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(d)           With
respect to any portion of the Release Premises that Tenant shall have elected
(or is deemed to have elected) to surrender as herein-above provided (any such
portion of the Release Premises being herein called “Surrender Release
Space”), the following provisions shall apply:




(1)           Tenant
shall surrender all Surrender Release Space on or prior to the expiration of the
Preliminary Period (the earlier of (x) the date upon which Tenant actually
surrenders any Surrender Release Space, and (y) the last day of the Preliminary
Period, is herein called the "Release Space Expiration
Date" with respect to such Surrender Release Space).




(2)           If
Tenant shall fail to surrender any Surrender Release Space on or prior to the
expiration of the Preliminary Period, then, for the period commencing on the
date immediately following the Preliminary Period and ending on the date that
such Surrender Release Space shall be surrendered, Tenant (i) shall pay Annual
Basic Rent with respect to such Release Premises at the Fair Market Rental Value
Per RSF thereof, and (ii) shall continue to pay Additional Rent on the same
basis as during the Preliminary Period. Notwithstanding the foregoing, either
Landlord or Tenant may terminate Tenant’s right to possess and occupy such
Surrender Release Space at any time following the expiration of the Preliminary
Period upon thirty (30) days’ prior written notice to the other
party.




(3)           Tenant
shall surrender all Surrender Release Space consistent with the provisions of
Section 4.1
hereof (as applied to Surrender Release Space as if the same were part of the
Leased Premises), subject,
however, to the provisions of Section 1.7(d)(4)
below.




(4)           If
any Surrender Release Space is not in Separately Leasable Condition on the
Release Space Expiration Date with respect thereto, then Landlord, promptly
following the Release Space Expiration Date, shall proceed to cause the Demising
Work with respect to such Surrender Release Space to be performed in accordance
with the provisions of Section 5.7 hereof;
provided, however, that (i) any
Demising Work performed by Landlord while Tenant is still in occupancy of the
Surrender Release Space shall be performed subject to, and in a manner that is
consistent with Tenant’s continued occupancy, and (ii) Landlord shall not have
the right or obligation under this Lease to perform any Demising Work with
respect to any Surrender Release Space if, as of the Release Space Expiration
Date with respect thereto, either (x) no Leased Premises or Release Premises is
remaining within the Building, or (y) no Leased Premises exists in the Building,
and Tenant’s right to convert any remaining Release Premises to Leased Premises
pursuant to in Sections 1.7(e) and
(f) has either
lapsed by its terms or been irrevocably waived by Tenant, in
writing.




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(e)           Any
Release Premises that Tenant shall have elected to add to the Leased Premises on
a coterminous basis pursuant to this Section 1.7(e)
(“Coterminous Former
Release Space”), as herein-above provided, shall be added to the Leased
Premises, effective upon the date immediately following the Preliminary Period
upon, subject to, and in accordance with, the provisions:




(1)           (A)
the initial term of this Lease with respect to the Coterminous Former Release
Space shall be the balance of the Initial Term (i.e., the period commencing
on the date immediately following the Preliminary Period and ending on the
Expiration Date), and (B) the provisions of Section 1.4
hereof shall apply to the Coterminous Former Release Space as fully and
completely as the same apply to the balance of the Leased Premises;




(2)           the
Annual Basic Rent for the Coterminous Former Release Space shall be payable at
the same rate as that applicable to the balance of the Base Leased Premises
(i.e., at a rate, per
RSF, equal to the Annual Basic Rent Factor from time to time in effect), and,
accordingly, upon the date that the Coterminous Former Release Space is added to
the Leased Premises, the Annual Basic Rent hereunder shall be recalculated based
on the addition of the Net Rentable Area of the Coterminous Former Release Space
to the Net Rentable Area of the Leased Premises;




(3)           Additional
Rent shall be payable with respect to the Coterminous Former Release Space on
the same basis as the same is payable with respect to the balance of the Leased
Premises, and, accordingly, upon the date that the Coterminous Former Release
Space is added to the Leased Premises, Tenant’s Occupancy Percentage shall be
adjusted based on the addition of the Net Rentable Area of the Coterminous
Former Release Space to the Net Rentable Area of the Leased Premises;
and




(4)           subject
to the foregoing, and except as otherwise expressly provided herein, all of the
other then executory terms and conditions of this Lease shall apply to the
Coterminous Former Release Space as fully and completely as the same apply to
the balance of the Leased Premises.




(f)           Any
Release Premises that Tenant shall have elected to add to the Leased Premises on
a short-term basis pursuant to this Section 1.7(f)
(“Short-Term Former
Release Space”), as herein-above provided, shall be added to the Leased
Premises, effective upon the date immediately following the Preliminary Period
upon, subject to, and in accordance with, the following provisions:




(1)           (A)
the initial term of this Lease with respect to the Short-Term Former Release
Space shall be a five (5) year period commencing on the date immediately
following the Preliminary Period and ending on the fifth (5th)
anniversary of such date, and (B) from and after such initial term (and until
the end of the Initial Term), Tenant shall have the right(s) to renew the term
of this Lease with respect to the Short-Term Former Release Space for one or
more special renewal periods, as Tenant may elect, each equal to the lesser of
(x) five (5) years or (y) the then remaining balance of the Initial Term, each
such right to be exercisable, by written notice to Landlord, given not less than
nine (9) months prior to the expiration of the then current term of this Lease
with respect to the Short-Term Former Release Space, and (C) the provisions of
Section 1.4
hereof shall apply to the Short-Term Former Release Space as fully and
completely as the same apply to the balance of the Leased Premises;




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(2)           the
Annual Basic Rent for the Short-Term Former Release Space, for the initial term
of this Lease with respect to the Short-Term Former Release Space, and for each
of the special renewal periods described in Section 1.7(f)(1)(B)
above, shall be payable based on STAS Basic Rental Factor equal to the Fair
Market Rental Value Per RSF for the Short-Term Former Release Space; it being
agreed that the Fair Market Rental Value Per RSF for the Short-Term Former
Release Space shall be determined separately for (i) the initial term of this
Lease with respect to the Short-Term Former Release Space, and (ii) each such
special renewal period in accordance with the following:




(A)           within
thirty (30) days following the Release Premises Election Date (in the case of
such initial term), or the date of Tenant’s exercise of such renewal right(s)
(in the case of each such special renewal period), Landlord shall deliver to
Tenant, a proposal setting forth Landlord’s determination of the Fair Market
Rental Value Per RSF for such Short-Term Former Release Space for such initial
term or special renewal period, as the case may be;




(B)           thereafter,
and until the date that is sixty (60) days following the Release Premises
Election Date (in the case of such initial term), or the date of Tenant’s
exercise of such renewal right(s) (in the case of each such special renewal
period), Landlord and Tenant shall endeavor to reach agreement as to such Fair
Market Rental Value Per RSF; and




(C)           if
Landlord and Tenant are unable to reach a definitive agreement as to such Fair
Market Rental Value Per RSF within sixty (60) days following the Release
Premises Election Date (in the case of such initial term), or the date of
Tenant’s exercise of such renewal right(s) (in the case of each such special
renewal period), then either Landlord or Tenant, by written notice thereof to
the other party, may cause such Fair Market Rental Value Per RSF to be submitted
for determination in accordance the provisions of subsections (1) through (5) of Section 1.4(e)
hereof, which subsections shall be applied, mutatis mutandis, to the
determination of such Fair Market Rental Value Per RSF, and the rights and
obligations of the parties in respect thereof;




(3)           Additional
Rent shall be payable with respect to the Short-Term Former Release Space on the
same basis as the same is payable with respect to the balance of the Leased
Premises, and, accordingly, upon the date that the Short-Term Former Release
Space is added to the Leased Premises, Tenant’s Occupancy Percentage shall be
adjusted based on the addition of the Net Rentable Area of the Short-Term Former
Release Space to the Net Rentable Area of the Leased Premises; and




(4)           subject
to the foregoing, and except as otherwise expressly provided herein, all of the
other then executory terms and conditions of this Lease shall apply to the
Short-Term Former Release Space as fully and completely as the same apply to the
balance of the Leased Premises.




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ARTICLE
II


RENTAL, OPERATING EXPENSES
AND REAL ESTATE TAXES




2.1
            Rental
      Payments




(a)           Beginning
on the Commencement Date, and continuing throughout the Term of this Lease,
Tenant shall pay Annual Basic Rent and Additional Rent with respect to the
Leased Premises, all as applicable and as required by and in conformity with the
provisions of this Lease. Annual Basic Rent shall be due and payable in equal
monthly installments on the first day of each calendar month during the Term, in
advance. Tenant’s Operating Expense Share and Tenant’s Tax Share shall be due
and payable in accordance with Sections 2.2 and
2.3 hereof.
Unless otherwise specified herein, any Additional Rent (other than Tenant’s
Operating Expense Share and Tenant’s Tax Share, but including any Above Standard
Services Rent) shall be payable thirty (30) days following Landlord’s submission
to Tenant of an invoice therefor.




(b)           If
the Term commences on a day other than the first day of a calendar month, or if
the Term expires or terminates on 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 the Term commences or expires or terminates, as
the case may be, and the installment or installments so prorated for the month
in which such Term commences or expires or terminates, as the case may be, shall
be paid in advance on the first day of such month occurring within the Term.
Said installments for such prorated month or months shall be calculated by
multiplying the full monthly installment by a fraction, the numerator of which
shall be the number of days of such month occurring within the Term, and the
denominator of which shall be the total number of days in such month. If the
Term commences on other than the first day of a calendar year, or if the Term
expires or terminates on other than the last day of a calendar year, then all
Rent payable on a calendar year basis shall be prorated for such calendar year
in which the Term commences or expires or terminates, as the case may be, by
multiplying such Rent by a fraction, the numerator of which shall be the number
of days of such calendar occurring within the Term, and the denominator of which
shall be the total number of days in such calendar 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,
without abatement (except as specifically provided in this Lease), demand,
offset (except as specifically provided in this Lease) or counterclaim, at
Landlord’s address as provided herein (or such other address in the continental
United States as may be designated in writing by Landlord from time to
time).  Tenant shall have the right, at its option, to pay Rent by
means of electronic funds transfer to such account and depository institution as
Landlord shall specify from time to time upon Tenant’s request.




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(d)           All
past-due Rent owed by Tenant to Landlord under this Lease shall bear interest
from the due date thereof until payment is received by Landlord at the
Applicable Rate, but only if Tenant’s failure to pay such Rent shall continue
for a period of five (5) Business Days after notice of such failure from
Landlord, which notice shall refer to this Section 2.1(d)
and state, in all capital letters (or other prominent display), that Tenant’s
failure to pay such Rent by such 5th Business Day shall result in interest
accruing thereon from the due date thereof. All past-due 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, but only if
Landlord’s failure to pay such sums shall continue for a period of five (5)
Business Days after notice of such failure from Tenant, which notice shall refer
to this Section 2.1(d)
and state, in all capital letters (or other prominent display), that Landlord’s
failure to pay such sums by such 5th Business Day shall result in interest
accruing thereon from the due date thereof; provided, further, however,
that, in any case that Landlord receives a late charge as provided in Section 2.1(e) below,
interest shall only accrue from and after date that is thirty (30) days after
the due date thereof. 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.




(e)           Without
limiting any other remedies for non-payment of Rent (other than as expressly
provided in Section
2.1(d) above), (i) in the event any installment of Annual Basic Rent is
not paid by Tenant on or before the fifth (5th) day of the month for which it is
due, and such amount shall remain unpaid for more than five (5) Business Days
after Tenant’s receipt of written notice from Landlord that such amount is past
due, then Tenant shall pay to Landlord a late charge equal to one percent (1%)
of the past due installment of Annual Basic Rent, and (ii) in the event any
payment of Additional Rent is not paid by Tenant on or before the due date
thereof, and such amount shall remain unpaid for more than five (5) Business
Days after Tenant’s receipt of written notice from Landlord that such amount is
past due, then Tenant shall pay to Landlord a late charge equal to one percent
(1%) of the past due amount. Any notice from Landlord to Tenant of past-due Rent
under this Section
2.1(e), to be effective, must refer to this Section 2.1(e) and state, in
all capital letters (or other prominent display), that Tenant’s failure to remit
payment by the appointed date shall result in the imposition of a late charge.
Landlord may not send any such notice of overdue payment to Tenant prior to the
fifth (5th) day following the date such payment is due, and if any such
premature notice is sent, it shall be deemed to have been sent on the fifth
(5th) day following the date such payment was due. Notwithstanding the
foregoing, Tenant shall not be obligated to pay a late charge on installments of
Rent to the extent properly abated or set-off by Tenant pursuant to an express
right to do so as set forth in this Lease or to the extent that Tenant’s payment
is deficient by an amount that is less than or equal to one (1%) percent of the
total amount due (but the foregoing shall not relieve Tenant of its obligation
to promptly remit the amount of any such deficiency). The late charge described
herein is not intended as a penalty, but is intended as liquidated damages to
compensate Landlord for its additional costs in processing the applicable late
payment.




(f)           If,
during any period that multiple items of Rent are past-due, Landlord shall
receive any payments from Tenant that are not expressly attributed to any
particular items of Rent and are not otherwise evidently in payment of any
particular items of Rent, then, and only in such events, such payments shall be
applied by Landlord in the following order (as amongst then past-due items of
Rent): (i) Annual Basic Rent, (ii) Tenant’s Operating Expense Share, (iii)
Tenant’s Tax Share, (iv) Above Standard Services Rent, and (v) to any remaining
items of Additional Rent.




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




2.2
            Operating
      Expenses




(a)           For
each calendar year occurring during the Term, Tenant shall pay to Landlord, as
Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the
Operating Expenses for such calendar year as hereinafter provided (the amount so
payable by Tenant being herein called “Tenant’s Operating Expense
Share”). However, (i) for the first calendar year occurring within the
Term (i.e., the
calendar year commencing on January 1, 2004 and ending on December 31, 2004),
Operating Expenses shall be deemed to consist only of amounts paid or incurred
on, or subsequent to, the Commencement Date, and (ii) for any calendar year
which ends later than the last day of the Term, the Tenant’s Operating Expense
Share shall be prorated to correspond to that portion of such calendar year
occurring within the Term.




(b)           Tenant
shall pay Tenant’s Operating Expense Share for each such calendar year pursuant
to the following provisions:




(1)           For
each calendar month occurring during any such calendar year, Tenant, on the
first (1st) day of
such calendar month, shall make a payment on account of Tenant’s Operating
Expense Share equal to one-twelfth (1/12th) of
Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such
calendar year as shown on the Final Budget for such calendar year (such payments
on account being herein called the “Monthly Estimated OE
Payments”). However, (A) Landlord, by notice to Tenant, may, at any time
and from time to time during any calendar year, reduce the amount of the Monthly
Estimated OE Payment for such calendar year, and (B) for the balance of the
first calendar year occurring within the Term (i.e., the period commencing
on the Commencement Date and ending on December 31, 2004), the Monthly Estimated
OE Payments shall be in the amount set forth on Exhibit C hereto, and
shall be payable only on the first (1st) day of
each calendar month occurring after the calendar month in which the Commencement
Date occurs, and (C) for any calendar year which ends later than the last day of
the Term, the Monthly Estimated OE Payments shall be made only for calendar
months during such calendar year occurring within the Term.




(2)           Any
overpayment or underpayment of Tenant’s Operating Expense Share for any calendar
year based on the Monthly Estimated OE Payments on account thereof shall be
reconciled after the end of such calendar year as provided in Section 2.2(f).




(c)           “Operating Expenses”,
for each calendar year, shall be determined in accordance with the provisions of
the following Sections
2.2(c)(1), (2) and (3) below, sequentially
applied:




(1)           Subject
to the provisions of Section 2.2(c)(2)
and (3) below,
Operating Expenses shall include all expenses and costs of every kind and nature
incurred by, or on behalf of, Landlord in connection with the operation,
management, repair and maintenance of the Property in respect of such calendar
year, consistent with accepted principles of sound management practices
(determined with reference to the operation, management, repair and maintenance
of Comparable Buildings), and which, except as otherwise expressly provided
herein, shall be allocable to such calendar year in accordance with GAAP, on an
accrual basis, including the expenses and costs set forth in items (i) through
(ix) below:




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(i)           wages
and salaries, including payroll taxes, insurance and fringe benefits
(collectively, “Personnel Costs”),
paid to employees of Landlord (or employees of the Property Manager, employed on
Landlord’s behalf) engaged in operation, management, repair and maintenance of
the Property;




(ii)          the
costs of acquiring or leasing tools and equipment, and the costs of purchasing
materials and supplies, to the extent used in the operation, management, repair
and maintenance of the Property;




(iii)         the
costs of providing utilities and services (including electricity, water, gas,
steam, sewer, cleaning and HVAC services) to the Leased Premises, other Leasable
Areas and the Common Areas;




(iv)        the
costs of repairing, replacing and/or maintaining the Base Building and/or the
Common Areas (together with any personal property of Landlord therein or thereon
that constitute part of the Property) whether such repair, replacement and/or
maintenance is structural or non-structural, ordinary or extraordinary, foreseen
or unforeseen;




(v)         the
costs of all maintenance and service agreements with respect to the Base
Building and/or the Common Areas, including access control service, window
cleaning, mechanical, electrical and plumbing service contracts, including
elevator maintenance, janitorial service, security, landscaping maintenance,
garbage and waste disposal;




(vi)        insurance
premiums under insurance with respect to the Property (including any personal
property included within the definition of Property hereunder) that is either
(a) required to be obtained by Landlord pursuant to this Lease or (b)
customarily obtained by the owners of Comparable Buildings, including, as
applicable, property and liability insurance, insurance against rental loss
following fire, condemnation or other insured occurrences at the
Property;




(vii)       the
costs of Remedial Work performed to the Common Areas (other than Common Areas
located on floors not leased in whole or in part by Tenant);




(viii)      the
management fees of the Property Manager, but only up to (and not in excess of )
an annual fee equal to two and one-half percent (2.5%) of Gross Revenues for the
Property; provided, however, that, during
any Tenant Management Period, Operating Expenses shall include (in addition to
the management fees paid to Tenant pursuant to the Tenant Management Agreement
as set forth in Section 3.6(c)(2)
hereof) the amount of the asset management fees that Landlord is entitled to
receive pursuant to the provisions of Section 3.6(c)(4)
hereof;




(ix)         if,
and only if, the Property Manager utilizes space in the Building as a management
office for the Property, which space would otherwise constitute part of the
Leasable Areas, then Operating Expenses shall be deemed to include an amount
equal to the fair market rental of such management office; provided, however, that in no
event shall Operating Expenses include the fair market rental of any such office
to the extent used for development or leasing purposes (as opposed to management
purposes) (it being agreed if any such office is used, in part, as a management
office, and, in part, for development or leasing purposes, then such fair market
rental shall be allocated on a fair and equitable basis between such uses);
and




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(x)       
    rent payable under an Existing Overlease (exclusive of
items of additional rent which reflect a pass-through of (i) items included in
Real Estate Taxes or (ii) items otherwise included in Operating Expenses
hereunder).




(2)           Anything
contained in the provisions of Section 2.2(c)(1)
above notwithstanding, Operating Expenses shall not include any of the
following:




(A)          any
Personnel Costs paid to (i) any persons above the grade of building or property
manager, and/or (ii) any persons engaged in the development and/or leasing of
the Property (it being agreed that Personnel Costs paid to employees, above the
grade of building manager, who are, in part, engaged in the operation,
management, repair and maintenance of the Property, and, in part, engaged in the
development and leasing of the Property, shall be allocated on a fair and
equitable basis between such duties);




(B)           the
costs of furnishing any utilities or services to any Leasable Areas, unless such
utility or service is furnished by Landlord to the Leased Premises pursuant to
this Lease as a Building Standard Service and otherwise without any additional
or separate charge to Tenant;




(C)           the
costs of repairing and maintaining (as well as any costs of maintenance and
service agreements with respect to) any Leasable Areas, except as to the components
of the Base Building located within such Leasable Areas;




(D)           the
costs of performing any other work (including any work needed to effect
compliance with Legal Requirements) in or to any Leasable Areas (or any Common
Areas on floors not leased in whole or in part by Tenant), except as to the components
of the Base Building located within such Leasable Areas (or, as the case may be,
such Common Areas);




(E)           any
costs of Remedial Work performed to any Leasable Areas (or any Common Areas on
floors not leased in whole or in part by Tenant), even if performed to the
components of the Base Building located within such Leasable Areas (or, as the
case may be, such Common Areas);




(F)           any
costs (including any costs of repairs or other work) occasioned by fire,
windstorm or other casualty (except, subject to the other provisions hereof, to
the extent of a commercially reasonable deductible under an insurance policy
maintained by Landlord consistent with the provisions of this
Lease);




(G)           any
costs (including any costs of repairs or other work) arising out of any
condemnation or proceeding relating thereto;




-37-




(H)          marketing,
advertising and promotion costs relating to the Property and/or any other costs
relating to the development and/or leasing of the Property;




(I)   
        legal fees and disbursements,
regardless of the purpose (other than legal fees and disbursements incurred to
ascertain the need for, or scope of, Remedial Work or other work required to
comply with Legal Requirements, but only if, and to the extent, the costs of
such Remedial Work or other work is included within Operating Expenses
hereunder);




(J)    
       leasing and brokerage commissions, and
any costs and expenses incurred in connection with (i) the negotiation or
enforcement of any leases or prospective leases, and/or (ii) any negotiations or
disputes with tenants or other occupants of the Property or prospective tenants
or other occupants of the Property;




(K)          any
costs of any lease concessions or inducements, including workletters and work
allowances, any costs of obtaining any temporary or permanent certificates of
occupancy for any tenant or other occupant(s) and/or any other costs of
renovating or otherwise improving or decorating or redecorating any part of the
Property (including the Base Building and/or the Common Areas) for any
particular tenant(s) or other occupant(s) of the Property;




(L)           amortization
(except as set forth in Section 2.2(c)(3))and
depreciation;




(M)         costs
incurred due to the violation by Landlord or any tenant or other person of the
terms and conditions of any lease or other agreement pertaining to the Property
or of any Legal Requirement;




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




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




(P)           any
amounts paid to any Landlord Party or any Affiliate of Landlord for goods,
services or other items, to the extent such amounts exceed the amounts which
would have been paid or incurred for such goods, services or other items if the
same had been furnished by unrelated and unaffiliated third parties on a
arms-length basis;




(Q)           management
fees other than those expressly included in Operating Expenses pursuant Section 2.2(c)(1)(viii)
above, as well as (i) any actual or deemed rental payment for a building
management office except as expressly included in Operating Expenses pursuant
Section 2.2(c)(1)(ix)
above, and (ii) any costs or expenses for services that are normally performed
by a management company, without separate charge, when retained under a
management agreement providing for a management fee equal to two and one-half
percent (2-1/2%) of gross revenues for the property;




(R)           principal,
points, fees and interest on any Mortgage or other debt;




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(S)           rental
or other charges under any Overlease (other than rent payable under an Existing
Overlease, exclusive of items of additional rent which reflect a pass-through of
(i) items included in Real Estate Taxes or (ii) items otherwise included in
Operating Expenses hereunder);




(T)           general
overhead and administration expenses (including any costs and expenses relating
to the preparation of partnership, corporate or limited liability company tax or
disclosure statements, or other filings relating to the corporate, partnership
or other organization status of Landlord or any Landlord Party);




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




(V)           any
costs or expenses to the extent Landlord is entitled to payment or reimbursement
thereof from any tenant or other occupant, insurer or other person (other than
from a tenant or other occupant through payment of its proportionate share of
Operating Expenses);




(W)         any
costs incurred in installing, operating and maintaining any specialty facility,
including an observatory, broadcasting facilities (other than the Building’s
music system, life support and security system), child-care facilities, 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;




(X)          any
expenses in connection with Separate Charge Parking Areas, except to the extent,
if any, that such expenses exceed all income in connection with such Separate
Charge Parking Areas;




(Y)           any
fines, penalties, legal judgments or settlements or causes of action by or
against Landlord, any Landlord Party or the Property; and




(Z)           Real
Estate Taxes (as well as any taxes or charges expressly excluded from the
definition of Real Estate Taxes, as set forth in Section 2.3(b)
below), and any fines, penalties or interest payable in connection
therewith;




(AA)       any
costs relating to any sale, financing or re-financing relating of, or involving,
the Property or any interest in Landlord or any Landlord Party;




(BB)        costs
of any insurance, other than those expressly included in Operating Expenses
pursuant Section 2.2(c)(1)(vii)
above;




(CC)        any
costs (i) attributable to Landlord’s violation of one or more provisions of this
Lease (including any failure by Landlord to comply with the terms of Section 2.2(d)
below), (ii) attributable to Landlord’s default under other lease or other
contract relating to the Real Property, or (ii) attributable to Landlord’s
willful misconduct or negligence; and




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(DD)  
    any overhead and profit associated with employees of
Landlord (or employees of the Property Manager, employed on Landlord’s behalf)
who are engaged in the operation, management, repair and maintenance of the
Property.




(3)           Anything
contained in the provisions of Section 2.2(c)(1) or
Section
2.2(c)(2) above notwithstanding, Operating Expenses shall not include any
costs for alterations, repairs and/or replacements or any other costs that are
considered capital expenditures under GAAP (including capital improvements,
capital repairs, capital equipment and capital tools), except as expressly
permitted under the following provisions of this Section 2.2(c)(3).
Operating Expenses shall include the costs incurred by Landlord for any OE
Includable Capital Item, but
only as amortized over the useful life of such OE Includable Capital Item
(determined in accordance with GAAP), together with interest thereon at the
Prime Rate (i.e., there
shall be included in Operating Expenses for each calendar year occurring within
the period of the useful life of such OE Includable Capital Item, an amount
equal to the sum of all the principal and interest payments which would have
been payable during such calendar year under a hypothetical loan (w) in an
original principal amount equal to the costs of such OE Includable Capital Item,
(x) which was funded on the first day of such useful life and has a term equal
in length thereto, (y) bearing interest at the Prime Rate (determined as of the
first day of such useful life), and (z) providing for level monthly payments of
principal and interest sufficient to fully amortize such loan over its term). As
used herein, the term “OE Includable Capital
Item” shall mean either of the following:




(A)          any
Remedial Work to the Common Areas (excluding Common Areas on floors not leased
in whole or in part by Tenant), but only if (i) Landlord’s failure to perform
the Remedial Work constitutes a violation of Legal Requirements, (ii) 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
(iii) Landlord’s failure to perform the Remedial Work would endanger the health,
safety or welfare of any person on or about the Property; or




(B)           any
other repair or replacement of a capital nature, structural and non-structural,
ordinary and extraordinary, foreseen and unforeseen, made by Landlord to the
Base Building or the Common Areas (excluding Common Areas on floors not leased
in whole or in part by Tenant) to the extent necessary to operate, repair and
maintain the Property in conformity with the requirements of this Lease and in
accordance with the accepted principles of sound property management (determined
with reference to the operation, repair and maintenance of Comparable
Buildings), excluding, however, any such repair or replacement which (aa)
expands the Net Rentable Area of the Property, (bb) except as otherwise
expressly required by this Lease, upgrades or improves the general character or
quality of the Property, or (cc) was not properly included within the Final
Budget (and without a Tenant Budget Objection being noted thereon with respect
to the same, other than a Tenant Budget Objection which was subsequently
resolved in favor of Landlord).




(4)           If
(i) any particular item of cost incurred by, or on behalf of Landlord, is only
attributable, in part, to the operation, management, repair and maintenance of
the Property, and, in part, to the operation, management, repair and maintenance
of one or more other properties owned or operated by Landlord or any Affiliates
of Landlord, and (ii) such item of cost is otherwise includable in “Operating
Expenses” (based on the foregoing Sections 2.2(c)(1),
(2) and (3), sequentially applied), then
item of cost shall be allocated between the Property and such other property or
properties, on a fair and equitable basis.




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(5)           Whenever
this Section 2.2(c)
requires that a particular item(s) of cost is to be allocated on a “fair and equitable basis”,
the same shall be deemed to require that such item(s) of cost be allocated
reasonably, (i) using an allocation method based on the comparative measure(s)
that best reflect the appropriate portion of such item(s) of cost that should be
included within “Operating Expenses” (e.g., time, square footage
and/or other measure as appropriate), and that is consistently applied from
calendar year to calendar year, and (ii) otherwise in a manner that does not
result in a profit to Landlord, result in a disproportionate burden to Tenant,
or result in a disproportionate benefit to any other person(s) or
propert(ies).




(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 Property in an efficient manner
and exercise reasonable efforts to minimize Operating Expenses consistent with
maintaining services at a level consistent with Comparable
Buildings.




(e)           If,
during any calendar year, the Property is less than ninety five (95%) occupied,
then appropriate adjustments shall be made (on a consistent basis from calendar
year to calendar year) to those components of Operating Expenses which vary with
Building occupancy, so as to calculate Operating Expenses as though the Building
had been ninety five percent (95%) occupied during such calendar year. The
percentage of Building occupancy during any calendar 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, for any
calendar year, Landlord shall not recover from Tenant and other the tenants and
occupants of the Property, collectively, an amount in excess of one hundred
percent (100%) of the total Operating Expenses with respect to the
Property.




(f)       
    Within ninety (90) days after the end of each calendar
year during the Term or as soon thereafter as possible in the exercise of
reasonable diligence (but, in all events, not later than one hundred twenty
(120) days after the end of the calendar year), Landlord shall provide Tenant a
statement (the “Operating Expense
Statement”) prepared by Landlord (i) showing Operating Expenses for such
calendar year broken down by component expenses, in reasonable detail, (ii)
calculating Tenant’s Operating Expense Share for such calendar year, and (iii)
reconciling the same with the Monthly Estimated OE Payments for such calendar
year. The Operating Expense Statement shall be accompanied by a written
certification of Landlord’s controller, or other financial officer knowledgeable
of the facts certified to therein, certifying to Tenant 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. If, for any calendar year, the Operating Expense
Statement indicates that Tenant’s Operating Expense Share exceeds the Monthly
Estimated OE Payments theretofore made (any such excess being herein called an
“OE
Underpayment”), then Tenant shall pay the amount thereof to Landlord
within thirty (30) days after delivery of the Operating Expense Statement. If,
for any calendar year, the Operating Expense Statement indicates that the
Monthly Estimated OE Payments theretofore made exceed the Tenant’s Operating
Expense Share (any such excess being herein called an “OE Overpayment”),
then Landlord, together with such Operating Expense Statement, shall pay the
amount thereof to Tenant; it
being further agreed that if OE Overpayment exceeds five percent (5%) of
Tenant’s Operating Expense Share, then Landlord, together with its aforesaid
payment to Tenant in the amount of the OE Overpayment, shall also pay to Tenant
interest thereon, computed at the Prime Rate, for the period from July 1st of
calendar year to which the Operating Expense Statement relates to the date that
Landlord makes such aforesaid payment.




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(g)           (1)           If,
for any calendar year, Landlord shall fail to deliver an Operating Expense
Statement on or prior to the date that is one hundred twenty (120) days after
the end of the calendar year, then (i) Landlord shall still be obligated to
deliver an Operating Expense Statement for such calendar year, and (ii)
Landlord, together with such Operating Expense Statement, shall refund to Tenant
the amount of such OE Overpayment, together with interest on the amount thereof
at the Applicable Rate (rather than at the Prime Rate as provided in Section 2.2(f)
above) for the period from July 1st of
calendar year to which the Operating Expense Statement relates to the date that
Landlord makes such refund.




(2)           After
delivery of an Operating Expense Statement for any calendar year, Landlord shall
have the right to amend the same, subject, however, to the following provisions
of this Section 2.2(g)(2).
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 two (2) 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 second (2nd)
anniversary of the last day of the calendar year to which said Operating Expense
Statement applies, unless before said second (2nd)
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.




(h)           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 2.5
hereof. Pending the resolution of any dispute, however, Tenant shall make
payments in accordance with said Operating Expense Statement or other
notice.




2.3
            Real Estate
      Taxes




(a)           Tenant
shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy
Percentage of each component of Real Estate Taxes as same becomes due and
payable from time to time for each fiscal period fixed by any taxing authority
with respect to such component of Real Estate Taxes (each a “Fiscal Period”) that
occurs during the Term as hereinafter provided (the amount so payable by Tenant
for such component being herein called “Tenant’s Tax Share”).
In respect of any Fiscal Period that begins prior to the first day of the Term,
or ends later than the last day of the Term, the Tenant’s Tax Share shall be
prorated to correspond to that portion of such Fiscal Period occurring within
the Term. Tenant shall pay Tenant’s Tax Share for each such Fiscal Period
pursuant to the following provisions:




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(1)           For
the first Fiscal Period occurring during the Term (i.e., the Fiscal Period
within which the Commencement Date occurs), Tenant’s Tax Share shall be paid on
the Commencement Date (and, if applicable, adjusted) pursuant to the
apportionment provisions of the Purchase Agreement.




(2)           For
each subsequent Fiscal Period, upon receipt of any invoice or bill for such
component of Real Estate Taxes, Landlord shall deliver to Tenant a written
statement (the “Tax
Statement”) which shall (A) set forth (i) the amount of such Real Estate
Tax component (determined consistent with definition of Real Estate Taxes set
forth below and the invoices in respect of such component theretofore received
by Landlord), (ii) Tenant’s Tax Share (consistent therewith, and assuming the
then applicable Tenant’s Occupancy Percentage), and (iii) the due date of such
component of Real Estate Taxes, and (B) include a copy of such invoice or
bill.  Tenant, within thirty (30) days after its receipt such Tax
Statement shall pay to Landlord the amount of Tenant’s Tax Share indicated by
the Tax Statement; provided, however, that if such
component has a due date that is more than sixty (60) days after the rendering
of such Tax Statement, then Tenant may defer the payment of Tenant’s Tax Share
until the date that is thirty (30) days prior to the due date of such component
of Real Estate Taxes.




(3)           If,
after the delivery of any Tax Statement for any component of Real Estate Taxes
for any Fiscal Period, there shall occur any decrease in such component of Real
Estate Taxes in respect of such Fiscal Period (including a decrease therein
resulting from any net refund of such component of Real Estate Taxes), then
Landlord shall promptly (and, in all events, within thirty (30) days after such
decrease shall become effective) furnish to Tenant a revised Tax Statement for
such component of Real Estate Taxes for such Fiscal Period. If any revised Tax
Statement shall set forth a Tenant’s Tax Share that is less than that set forth
on the previous Tax Statement, then Landlord, together with its delivery of the
revised Tax Statement, shall pay to Tenant the amount of the difference between
the Tenant’s Tax Share set forth on the previous Tax Statement and the Tenant’s
Tax Share set forth on the revised Tax Statement.




(4)           If,
after the delivery of a Tax Statement for any component of Real Estate Taxes for
any Fiscal Period, there shall occur any increase in the Real Estate Taxes in
respect of such Fiscal Period (including any increase therein resulting from an
assessment or rate adjustment), then, and in each such case, Landlord may
furnish to Tenant a revised Tax Statement for such component of Real Estate
Taxes for such Fiscal Period. If any revised Tax Statement shall set forth a
Tenant’s Tax Share that is greater than that set forth on the previous Tax
Statement, then Tenant, within thirty (30) days after the delivery of such
revised Tax Statement, shall pay to Landlord the difference between the Tenant’s
Tax Share set forth on the revised Tax Statement and the Tenant’s Tax Share set
forth on the previous Tax Statement.




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(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 or
assessed by any lawful taxing authorities upon or against the whole, or any
part, of the Property, including taxes imposed on (i) the gross rents or gross
receipts (but not the net income) of the Property and (ii) personal property of
Landlord which comprises part of the Property, but only to the extent that the
same would be payable if the Property 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
Property any new tax which, by its nature, is imposed in substitution for, or in
lieu of, the whole or any part of a tax which would otherwise have constituted a
Real Estate Tax, such new tax shall be included within the term Real Estate Taxes, but only
to the extent that the same would be payable if the Property were the only
property of Landlord. Such new 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 Property or similar tax, assessment, levy or charge measured by
or based, in whole or in part, upon any such gross rents or gross receipts.
Notwithstanding anything herein-above contained to the contrary, Real Estate Taxes shall never
include (i) any transfer, sales, excise or similar taxes (e.g., realty transfer taxes,
sales taxes, recording taxes, etc.), (ii) taxes and assessments imposed, levied
or assessed upon or against any personal property of tenants or other occupants
of the Building (or any other personal property not included within the term
Property hereunder),
(iii) federal, state and local taxes on income, (iv) death taxes (including
estate and inheritance taxes), (v) franchise taxes and the like (including
unincorporated business taxes, etc.), (vi) any other taxes imposed or measured
on or by the net income of Landlord or the net income from the operation of the
Property, (vii) any other taxes attributable to the corporate, partnership or
other organization status of Landlord or any Landlord Party (including filing
fees, etc.), or (viii) any other taxes imposed in connection with any (direct or
indirect) change of ownership of the Property. In addition, and notwithstanding
anything herein-above contained to the contrary: (1) Real Estate Taxes shall be
deemed reduced by the amount thereof, if any, that is attributable to 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) to the extent the same exceed the value of the other
leasehold improvements generally found in the Building; (2) any Real Estate Taxes for which a
discount is available for early payment shall be deemed reduced by the greatest
possible discount available to Landlord for such early payment, regardless of
when such taxes are actually paid and regardless of whether Landlord actually
obtains a discount for early payment; (3) Real Estate Taxes, for any
Fiscal Period, shall include only the amounts actually due and payable during
such Fiscal Period (determined net of any abatements, credits or offsets with
respect thereto); and (4) in the case of Real Estate Taxes that may be
paid in installments, only the amount of each installment due and payable during
a Fiscal Period shall be included in Real Estate Taxes for such
Fiscal Period.




(c)  
         The rights and obligations
of the parties with respect to the contest or appeal of the validity or amount
of Real Estate Taxes by appropriate proceedings (any such contest or appeal
being herein called a “RE Tax Contest”)
shall be as follows:




(1)           Landlord,
for any Fiscal Period, may, on its own initiative, bring a RE Tax Contest (any
such RE Tax Contest being herein called a “Landlord Initiated
Contest”). For each applicable Fiscal Period, Landlord shall advise
Tenant, in writing, as to whether it will elect to bring a Landlord Initiated
Contest sufficiently in advance of the applicable deadlines for bringing RE Tax
Contests such that Tenant can effectively exercise, or refrain from exercising,
its rights under the following provisions of Section 2.3(c)(2).  If
Landlord shall elect to bring a Landlord Initiated Contest, then Landlord shall
timely and diligently bring and prosecute such Landlord Initiated Contest, and
keep Tenant advised of the progress thereof. The costs of any Landlord Initiated
Contest shall, subject to the provisions of Section 2.3(c)(4),
be borne by Landlord.




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(2)           If,
for any Fiscal Period, (i) Landlord shall elect not to bring a Landlord
Initiated Contest, and (ii) Tenant’s Occupancy Percentage is at least
twenty-five percent (25%), then Tenant may, by notice to Landlord, require that
Landlord bring a RE Tax Contest for such Fiscal Period (any such RE Tax Contest
being herein called a “Tenant Required
Contest”). If Tenant shall require Landlord to bring a Tenant Required
Contest, then Landlord shall timely and diligently bring and prosecute such
Tenant Required Contest, and keep Tenant advised of the progress thereof. The
costs of any Tenant Required Contest shall, subject to the provisions of Section 2.3(c)(4),
be borne by Tenant.




(3)           If,
for any calendar year, Tenant’s Occupancy Percentage is at least ninety percent
(90%), then Tenant may, by notice to Landlord, require Landlord to permit Tenant
the sole and exclusive right to bring a RE Tax Contest for such Fiscal Period
(any such RE Tax Contest being herein called a “Tenant Controlled
Contest”). For each applicable Fiscal Period, Tenant shall advise
Landlord, in writing, as to whether it will elect to require Landlord to permit
Tenant the sole and exclusive right to bring a RE Tax Contest for such Fiscal
Period sufficiently in advance of the applicable deadlines for bringing RE Tax
Contests such that Landlord can effectively exercise, or refrain from
exercising, its rights under the provisions of Section 2.3(c)(1).
If Tenant shall require Landlord to permit Tenant to bring a Tenant Controlled
Contest, then Tenant shall timely and diligently bring and prosecute such Tenant
Controlled Contest, and keep Landlord advised of the progress thereof. Tenant
may bring any Tenant Controlled Contest in Landlord’s name; and Landlord shall
cooperate with Tenant in bringing and prosecuting such Tenant Controlled
Contest. The costs of any Tenant Controlled Contest shall, subject to the
provisions of Section 2.3(c)(4),
be borne by Tenant.




(4)           If,
for any Fiscal Period, any RE Tax Contest shall result in a reduction in Real
Estate Taxes for such calendar year, then, after the final determination of such
RE Tax Contest, the aggregate refund monies received thereon (including any
amounts paid in respect of interest thereon) shall applied as follows: (i)
first, the same may be retained by or paid to the party or parties bearing the
costs of such RE Tax Contest, up to (but not in excess of) the reasonable
out-of-pocket costs incurred by such party or parties (and, as among the
parties, if applicable, in the same proportion as they bear such costs); and
(ii) second, the balance thereof, shall be deemed a “net refund” of Real Estate
Taxes for such Fiscal Period. Within thirty (30) days after such final
determination, Landlord shall issue a revised Tax Statement as required under
Section 2.3(a)(4)
above reflecting Real Estate Taxes after such net refund.




(5)           During
the pendency of any RE Tax Contest, Tenant shall continue to make payments of
Additional Rent due pursuant to the foregoing provisions of this Section
2.3.




(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 2.5.  Pending
the resolution of any dispute, however, Tenant shall make payments in accordance
with said Tax Statement or other notice.




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2.4
            Budget




(a)           On
or before June 1st of each calendar year during the Term, Landlord shall deliver
to Tenant for Tenant’s review and comment, a projected Budget for the next
succeeding calendar year, except that (A) Landlord shall have no obligation to
deliver a projected Budget for balance of the 2004 calendar year (i.e., the period commencing
on the Commencement Date and ending on December 31, 2004), and (B) the projected
Budget for calendar year 2005 need only be delivered by Landlord to Tenant on or
before the date that is ninety (90) days after the Commencement Date. The term
“Budget”, for
any calendar year (as to each Budget, the “Budget Year”), shall
mean a budget for the Property for such Budget Year, showing (i) estimates, in
reasonable detail, of Operating Expenses, Tenant’s Operating Expense Share and
Real Estate Taxes for such Budget Year and Tenant’s Tax Share of all components
of Real Estate Taxes for all Fiscal Periods occurring within such Budget Year,
(ii) the estimated amount for each major category of expense that is expected to
be included in Operating Expenses for the Property for such Budget Year,
including any items that constitute OE Includable Capital Items, (iii) without
limiting the foregoing, an itemized estimate for each contemplated repair and/or
replacement to any major component of the Base Building which Landlord believes
will constitute an OE Includable Capital Item (each, a “Contemplated OE Includable
Capital Item”) (clearly distinguishing any such repair and/or replacement
item, on the one hand, from ordinary repairs and maintenance, on the other),
together with the resulting amortized amounts which would be included in
Operating Expenses during the Term under Section 2.2(c)(3)
hereof based on such Contemplated OE Includable Capital Item, assuming the same
were made in accordance with such itemized estimate and properly constituted an
OE Includable Capital Item, (iv) the estimated rates to be charged by Landlord
for Above Standard Services (including Required Above Standard Services and
other Above Standard Services then available to Tenant) for such Budget Year,
and (v) the actual amounts for all such items for the calendar year prior to the
Budget Year. It is understood and agreed by Landlord and Tenant that each Budget
shall set forth amounts for Operating Expenses and Real Estate Taxes that are
estimated, on a reasonable good faith basis, taking into consideration, among
other things, the actual Operating Expenses and Real Estate Taxes for the
calendar year prior to the Budget Year, actual known prospective increases
therein and a good faith estimate of the rate of other increases therein likely
to occur prior to, or during, the Budget Year, and a good faith estimate for
contingencies for the Budget Year, which estimate shall be no more than five
(5%) percent of the amount of the Final Budget.




(b)           Tenant,
after its receipt of the proposed Budget, shall have the right (but not the
obligation) to object to any portion of the proposed Budget which fails to
reflect the provisions of this Lease (including the inclusion in Operating
Expenses or Real Estate Taxes of amounts not permitted to be so included
hereunder) (any objection by Tenant pursuant to the provisions of this sentence
being herein called a “Tenant Budget
Objection”). If Tenant elects to raise Tenant Budget Objections, then it
shall do so by notice to Landlord, which notice shall set forth the Tenant
Budget Objections, in reasonable detail, stating the basis for each Tenant
Budget Objection. Notwithstanding the foregoing, Tenant may raise the following
objections, as Tenant Budget Objections, only if Tenant’s Occupancy Percentage
is greater than twenty-five percent (25%): (1) an objection to Landlord’s
decision to make a Contemplated OE Includable Capital Item with respect to any
major component of the Base Building, as opposed to performing ordinary repairs
and/or maintenance with respect to such major component of the Base Building;
and (2) an objection to Landlord’s decision to perform ordinary repairs and/or
maintenance with respect to such major component of the Base Building, as
opposed to making a Contemplated OE Includable Capital Item with respect to such
major component of the Base Building; provided, however, that clause
(1) of this sentence shall never be deemed to preclude (regardless of Tenant’s
Occupancy Percentage) a Tenant Budget Objection relating to whether a particular
Contemplated OE Includable Capital Item, set forth in Landlord’s proposed
Budget, is in fact an OE Includable Capital Item.




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(c)           Landlord
and Tenant shall negotiate in good faith to resolve all Tenant Budget Objections
with respect to the proposed Budget. If the parties shall be unsuccessful in
their efforts to resolve all Tenant Budget Objections, then, subject to the
provisions of the next succeeding sentence, all disputes with respect Tenant
Budget Objections shall be resolved in accordance with the provisions of Article XII of this
Lease. Notwithstanding the foregoing, and without regard to any arbitration
result, it is agreed that (i) with respect to any Tenant Budget Objection
described in Section 2.4(b)(1)
above, Landlord shall have the right to make a Contemplated OE Includable
Capital Item with respect to any major component of the Base Building, as
opposed to performing ordinary repairs and/or maintenance with respect to such
major component of the Base Building, if Landlord establishes, by certification
of a qualified engineer reasonably acceptable to Tenant, that such component of
the Base Building is beyond its useful life and that continued repair or
maintenance (as opposed to replacement) is not commercially practicable (it
being agreed that in any such case that Landlord, pursuant to this clause (i),
establishes the right to make a Contemplated OE Includable Capital Item with
respect to any major component of the Base Building, Tenant may still object to
the characterization of such item as an OE Includable Capital Item for purposes
of Section 2.2(c)(3)
hereof, but only if the same otherwise fails to meet one or more of the
requirements of an OE Includable Capital Item as delineated in such Section 2.2(c)(3)
hereof), and (ii) with respect to any Tenant Budget Objection described in Section 2.4(b)(2)
above, Tenant shall have the right to require Landlord to make a Contemplated OE
Includable Capital Item with respect to any major component of the Base
Building, as opposed to performing ordinary repairs and/or maintenance with
respect to such major component of the Base Building, if Tenant establishes, by
certification of a qualified engineer reasonably acceptable to Landlord, that
such component of the Base Building is beyond its useful life and that continued
repair or maintenance (as opposed to replacement) is not commercially
practicable (it being agreed that in any such case that if Tenant, pursuant to
this clause (ii), requires Landlord to make a Contemplated OE Includable Capital
Item with respect to any major component of the Base Building, Tenant may not
object to the characterization of such item as an OE Includable Capital Item for
purposes of Section 2.2(c)(3)
hereof).




(d)           Within
thirty (30) days after the resolution of all Tenant Budget Objections (by
agreement of the parties or otherwise as contemplated by Section 2.4(c)
above), Landlord shall prepare and deliver to Tenant the final Budget for the
Budget Year, which final Budget shall reflect the resolution of all Tenant
Budget Objections (such final Budget, for any Budget Year, being herein called
the “Final
Budget”). Notwithstanding the foregoing, even if all of the Tenant Budget
Objections have not theretofore been resolved, Landlord, on or prior to the date
that is forty-five (45) days prior to the first (1st) day of
the Budget Year, shall nevertheless issue a Final Budget; it being agreed, in
such event, that all unresolved Tenant Budget Objections shall be duly noted
thereon.




(e)           Notwithstanding
anything to the contrary contained in this Section 2.4,
Tenant’s right to receive Budgets under this Section 2.4, and
to elect to raise Tenant Budget Objections with respect thereto, are rights in
addition to (and are not intended in any manner to limit) the rights of Tenant
hereunder; and, without limiting the generality thereof, neither (i) the
issuance of any proposed Budget, (ii) Tenant’s failure to raise (or its election
not to raise) objections (or its election to raise certain objections and not
others) with respect to any proposed Budget, nor (iii) the issuance of a Final
Budget, shall, in any case, be deemed either (x) Tenant’s agreement that any
item set forth in such Budget is either properly includable within “Operating
Expense” or “Real Estate Taxes”, as the case may be, or otherwise an item by
which it is bound, or (y) a waiver by Tenant of any of its rights under any
provisions of this Lease, including the provisions of Section 2.5
hereof; provided, however, that (I) all
Contemplated OE Includable Capital Items that are included within the Final
Budget without a Tenant Budget Objection noted thereon shall be deemed an OE
Includable Capital Item (but in no event shall the amounts to be included
Operating Expenses based thereon, be deemed approved or accepted), and (II) all
resolutions of Tenant Budget Objections (by agreement of the parties or
otherwise as contemplated by Section 2.4(c)
above) shall be binding upon both Landlord and Tenant.




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(f)          
 During any Tenant Management Period, Tenant shall be responsible for
preparing the Budget and Final Budget and the foregoing provisions of this Section 2.4 shall
apply mutatis mutandis,
provided that: (i) references
therein to “Landlord” shall be deemed to refer to Tenant, (ii) references
therein to “Tenant” shall be deemed to refer to Landlord, (iii) references
therein to “Tenant Budget Objection” shall be deemed to refer to a “Landlord
Budget Objection”, which term shall mean any objection by Landlord to Budget
pursuant to the provisions of the  first sentence of Section 2.4(b), (iv)
the last sentence of Section 2.4(b) shall be deemed deleted, (v) the last
parenthetical in Section 2.4(c) shall
be deemed deleted, and (vi) Section 2.4(e) shall
be deemed deleted.




2.5
            Audit
      Rights




(a)           
Tenant, at Tenant’s sole cost and expense, shall have the right, to be exercised
by notice given to Landlord (each, an “Audit Notice”) within
two (2) years after receipt of an Operating Expense Statement, Tax Statement or
other invoice, to audit and/or inspect (I) in the case of an Operating Expense
Statement, Landlord’s books and records pertaining to Operating Expenses for the
calendar year for which such Operating Statement is issued (and/or any other
items or matters that impact the amount of Tenant’s Operating Expense Share for
such calendar year), (II) in the case of a Tax Statement, Landlord’s books and
records pertaining to Real Estate Taxes for the calendar year for which such Tax
Statement is issued (and/or any other items or matters that impact the amount of
Tenant’s Tax Share for such calendar year), (III) in the case of any OE
Includable Capital Item(s), copies of all specifications, contracts and invoices
pertaining to the OE Includable Capital Item(s), and (IV) in the case of any
other invoice, Landlord’s books and records pertaining to any and all sums
stated to be due and owing from Tenant pursuant to such invoice (Landlord’s
books and records described in clauses (I), (II), (III) or (IV) of this
sentence, as applicable, are herein called the “Relevant Books and
Records”); provided,
that (1) such audit and/or inspection (i) commences within ninety (90)
days after the later of (x) the date of the Audit Notice, and (y) the date that
Landlord makes all the Relevant Books and Records available to Tenant consistent
with the provisions of Section 2.5(b) below,
and (ii) thereafter proceeds reasonably to conclusion, (2) Tenant may audit any
single calendar year only once in response to any particular Operating Expense
Statement, Tax Statement or other invoice (it being understood that any amended
Operating Expense Statement, revised Tax Statement or other revised or
re-submitted invoice shall be deemed a separate Operating Expense Statement, Tax
Statement or invoice, as the case may be, for purposes of this Section 2.5). Tenant
may conduct any audit or inspection of the Relevant Books and Records with
Tenant’s own employees, or through an accountant or other agent selected by
Tenant, or both in combination. With respect any such audit or inspection,
Tenant agrees to treat, and, if applicable, use all reasonable efforts to cause
its accountant or other agent, to treat, all information regarding the Relevant
Books and Records (other than information within the public domain) as
confidential; provided, however, that nothing
in this sentence shall prevent any disclosure in any dispute regarding the
Relevant Books and Records, or otherwise in any court or arbitration proceeding
under this Lease, or otherwise as required by any court or other Governmental
Authority.




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(b)
          Landlord shall cause
all of its books and records which are (or may become) Relevant Books and
Records to be maintained in a complete manner, and one which will permit any
audit or inspection thereof to proceed reasonably to conclusion. Without
limiting the foregoing in any manner, the Relevant Books and Records with
respect to Operating Expenses, for any calendar year, shall include all records
and other documentation needed to ascertain that any allocation made by Landlord
with respect to the costs described in Section 2.2(c)(5)
hereof conforms to the requirements of Section 2.2(c)(5)
hereof (including, as applicable, records and documentation relating to
Operating Expenses for prior calendar years, and records and documentation
relating to other properties owned or operated by Landlord and/or Affiliates of
Landlord).




(c)           Promptly
after its receipt of an Audit Notice, and until the pertinent audit or
inspection is completed, Landlord shall make all the Relevant Books and Records
continuously available to Tenant or Tenant’s agents at one (1) single business
location (which business location shall be either (i) the Property, or (ii)
Landlord’s headquarters or main office, which shall be located in the
continental United States) during Building Operating Hours (until such audit or
inspection is completed). Throughout Tenant’s conduct of any such audit or
inspection, Landlord agrees to cooperate in good faith therewith. As part of its
conduct of any such audit or inspection, Tenant or Tenant’s agents may make and
retain copies of the whole or any portion of the Relevant Books and
Records.




(d)           If
Tenant’s audit or inspection of the Relevant Books and Records indicates that
Landlord’s calculation of Tenant’s Operating Expense Share for any calendar
year, Tenant’s Tax Share for any calendar year, or any other invoiced component
of Additional Rent, was overstated and resulted in Tenant overpaying the
pertinent item of Additional Rent, or Landlord has included costs in the
calculation of Tenant’s Operating Expense Share for any calendar year that are
not documented by Landlord, then (i) Landlord, within thirty (30) days after the
completion of such audit and/or inspection, shall refund to Tenant the amount of
such overpayment, together with interest on the amount thereof at the Applicable
Rate for the period from date Tenant made such payment to the date that Landlord
makes such refund, and (ii) if such overpayment exceeds four percent (4%) of the
actual amount of the pertinent item of Additional Rent, then, in addition,
Landlord, within thirty (30) days after Tenant’s request, shall pay to Tenant an
amount equal to Tenant’s reasonable out-of-pocket costs in conducting such audit
or inspection.




(e)           In
any case, should Landlord disagree with the results of Tenant’s audit or
inspection, 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 throughout 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, and for, (x) all
restrooms, drinking fountains, kitchen and pantry areas (and other areas or
facilities requiring domestic water) within the Leased Premises, and (y) all
restrooms, drinking fountains, kitchen and pantry areas (and other areas or
facilities requiring domestic water) located in Common Areas.




(ii)       
    During Building Operating Hours, HVAC service to the
Leased Premises and the Common Areas of the Building sufficient to maintain
temperatures that are reasonably required for comfortable use and occupancy
thereof, in conformity with the standards and specification in effect on the
Commencement Date (such HVAC service, as to the Leased Premises, being herein
called “Building
System HVAC Service”).




(iii)           Electric
lighting service for the Common Areas, including the Parking Areas, and, as more
particularly set forth in subsection (vi) below, the Leased Premises, all in
conformity with the practices for the Property on the Commencement
Date.




(iv)           Janitorial
service to the Leased Premises and the Common Areas in conformity with the
janitorial specifications for the Property as set forth in Exhibit C hereto;
provided, however, that (A)
Tenant, from time to time, shall have the right, upon sixty (60) days written
notice to Landlord, to elect to separately contract for janitorial services for
the Leased Premises, and, if Tenant makes such election, then, during all such
periods that such election is in effect, Operating Expenses shall exclude the
cost of providing janitorial services to the Leased Premises and all other
Leasable Areas (and the calculation of the Monthly Estimated OE Payments and
Tenant’s Operating Expense Share shall be adjusted accordingly), and (B) during
any Tenant Management Period, Tenant, in addition, shall, from time to time,
have the right, upon sixty (60) days written notice to Landlord, to take over
responsibility for providing janitorial services for the Property, and, if
Tenant makes such election, then, during all such periods for which such
election is in effect, (I) Operating Expenses shall exclude the cost of
providing janitorial services to the Property (and the calculation of the
Monthly Estimated OE Payments and Tenant’s Operating Expense Share shall be
adjusted accordingly), and (II) Landlord shall reimburse Tenant an amount equal
to the sum of (aa) the reasonable costs incurred by Tenant in providing such
janitorial services to the Leasable Areas outside the Premises, plus (bb) the
excess of (x) the
reasonable costs incurred by Tenant in providing such janitorial services to the
Common Areas, over (y)
Tenant’s Occupancy Percentage of such reasonable costs.




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(v)           Access
control services for the Building providing Tenant and its employees access to
the Leased Premises and the Common Areas at all times; it being understood 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, electricity to Tenant (for use within the Leased Premises and in
connection with any Tenant Property located outside of the Leased Premises that
consumes electricity), it being agreed that (A) dedicated electrical capacity
shall be available to Tenant therefor, at all times, in an amount not less than
the dedicated electrical capacity available therefor on the Commencement Date
(such dedicated electrical capacity being herein called “Tenant’s Dedicated
Electrical Capacity”) (it being agreed that Tenant’s Dedicated Electrical
Capacity shall not be deemed to include any electrical capacity available for
any Common Areas and/or the operation of any Building Systems), and (B) such
electricity shall be made available to Tenant at, and transformed to, a panel
box(es) located in the core of each floor of the Building on which the Leased
Premises are located (and/or such other panel box(es) servicing the Leased
Premises on the Commencement Date). Without limiting the foregoing, Landlord
shall have the right, but not the obligation, at Landlord’s sole cost and
expense, to install and operate one or more electrical submeters to separately
measure Tenant’s electrical consumption with respect to the Leased Premises and
any Tenant Property located outside of the Leased Premises, but in no event any
electrical consumption attributable to the Common Areas or the operation of any
Building Systems (such submeter(s) being herein collectively called the “Premises Submeter”),
but only if Landlord likewise installs one or more electrical submeters to
separately measure the electrical consumption of all other tenants or occupants
of the Property (which, in all events, shall include all electrical demand and
consumption with respect to all Leasable Areas, other than the Leased Premises,
even if vacant, and with respect to all property belonging to any such other
tenants or occupants located outside of Leasable Areas) (such submeter(s) being
herein called the “Other Leasable Area
Submeters”). If Landlord installs and operates both the Premises
Submeters and the Other Leasable Area Submeters (collectively, the “Leasable Area
Submeters”) pursuant to the preceding sentence, then, during all periods
that all the Leasable Area Submeters are operational, (I) Operating Expenses
shall not include any costs of any electricity, the consumption of which is
being measured (or which is required to be measured) by any of the Leasable Area
Submeters (and the calculation of the Monthly Estimated OE Payments and Tenant’s
Operating Expense Share shall be adjusted accordingly), and (II) Tenant, in
respect of Tenant’s electrical usage, shall pay to Landlord, as Additional Rent,
for any billing period, within thirty (30) days following Tenant’s receipt of
Landlord’s billing statement therefor (each, a “Landlord Electrical
Invoice”), an amount equal to (a) the product of(x) Tenant’s
consumption of electricity, as measured, in KWHs, by the Premises Submeter for
such billing period, multiplied by (y) Landlord’s
Average Cost Per KWH for such billing period, plus (b) if applicable, any sales
tax or other charges payable, by law, on the amount described in clause (a) of
this sentence. As used herein, the term “Landlord’s Average Cost Per
KWH”, for any billing period, shall mean an amount equal to the quotient
obtained by dividing
(1) the total dollar amount charged to Landlord by the electric utility company
serving the Property (the “Electric Utility
Company”) for all electricity furnished to the Property for such billing
period, as shown on the Electric Utility Company’s bill therefor (excluding,
however, the amount of any sales tax or other charges payable, by law, which may
be payable pursuant to such bill), by (2) the total number of
kilowatt hours (“KWHs”) of electricity
consumed by or in the Property during such billing period, as shown on the
Electric Utility Company’s bill therefor. Landlord’s Electrical Invoice, for any
billing period, shall (aa) separately set forth (xx) Tenant’s consumption of
electricity, as measured, in KWHs, by the Premises Submeter for such billing
period, (yy) Landlord’s Average Cost Per KWH for such billing period, and a
reasonably detailed computation thereof, and (zz) the sales tax or other charges
payable, by law, that are payable by Tenant pursuant to such invoice (and
Landlord covenants to remit to the appropriate governmental agency, all such
sales tax and other charges paid by Tenant pursuant to such invoice), and (bb)
be accompanied by the Electric Utility Company’s bill for such billing period.
Notwithstanding the foregoing, during any Tenant Management Period, Tenant
shall, from time to time, have the right, upon sixty (60) days written notice to
Landlord, to take over responsibility for making payments directly to the
Electric Utility Company providing the electric service to the Property, and, if
Tenant makes such election, then, during all such periods for which such
election is in effect, (I) Operating Expenses shall exclude the cost of
providing electricity (and the calculation of the Monthly Estimated OE Payments
and Tenant’s Operating Expense Share shall be adjusted accordingly), and (II)
Landlord shall reimburse Tenant an amount equal to the excess of (x) the reasonable
costs incurred by Tenant in providing electricity, over (y) Tenant’s Occupancy
Percentage of such reasonable costs. In addition, Tenant shall indemnify and
hold harmless Landlord from and against all third party claims (including claims
by other tenants or occupants of the Property) arising out of or relating to any
failure or alleged failure to adequately provide the electricity during such
periods for which such election is in effect.




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(vii)           Security
for the Property (including the Building, the Leasable Areas therein and the
Common Areas, including the Parking Areas) and/or for the enforcement and
control of Parking Areas, all substantially similar to the security services
existing on the Commencement Date (such security being herein called the “Property Security”);
it being agreed that
any additional security (above the Property Security) required for the Leased
Premises in order to comply with Legal Requirements in effect from time to time
pertaining to banking security systems, devices, services, equipment and
procedures, or as otherwise deemed necessary by Tenant, shall be the sole
responsibility of Tenant, and not part of the Property Security, and Landlord
shall have no responsibility or liability therefor. Notwithstanding the
foregoing, during any Tenant Management Period, Tenant shall, from time to time,
have the right, upon sixty (60) days written notice to Landlord, to take over
responsibility for providing the Property Security, and, if Tenant makes such
election, then, during all such periods for which such election is in effect,
(I) Operating Expenses shall exclude the cost of providing the Property Security
(and the calculation of the Monthly Estimated OE Payments and Tenant’s Operating
Expense Share shall be adjusted accordingly), and (II) Landlord shall reimburse
Tenant an amount equal to the excess of (x) the reasonable costs incurred by
Tenant in providing the Property Security, over (y) Tenant’s Occupancy
Percentage of such reasonable costs. In addition, Tenant shall indemnify and
hold harmless Landlord from and against all third party claims (including claims
by other tenants or occupants of the Property) arising out of or relating to any
failure or alleged failure to adequately provide the Property Security during
such periods for which such election is in effect.




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(viii)        All
bulb and ballast replacement in all Common Areas and Building Standard bulb and
ballast replacement in the Leased Premises, it being understood that replacement
of all fluorescent, incandescent, halogen and other types of bulbs and ballasts
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 and ballasts in Tenant’s furniture or furnishings in the
Leased Premises.




(ix)           At
all times, passenger elevator service to the Leased Premises, subject, outside
of Building Operating Hours, to (x) temporary cessation for ordinary repair and
maintenance (but, as to each floor of the Building on which the Leased Premises
are located, such temporary cessation for ordinary repair and maintenance shall
not occur simultaneously for all passenger elevator cabs serving such floor) and
(y) reasonable security measures consistent with those generally being employed
at Comparable Buildings.




(x)           
Maintenance and cleaning of the Property (including the Base Building and the
Common Areas, including (aa) the Common Areas on each floor of the Building on
which any part of the Leased Premises is located, (bb) the Parking Areas and
(cc) all exterior landscaped portions on the Land or immediately adjacent
thereto).




(xi)           During
Building Operating Hours, non-exclusive use (in common with Landlord and other
tenants or occupants of the Property) of the Building’s loading dock(s), freight
elevator(s) and related facilities (if and to the extent that such the same
either exist on the Commencement Date or are hereafter constructed)
(collectively, the “Building’s Loading &
Delivery Facilities”), which use shall be without charge, on first-come,
first-serve basis, and shall otherwise be subject to the Building
Rules.




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




(xiii)         Trash
removal from the Property at designated locations; provided, however, that Tenant,
from time to time, shall have the right, upon sixty (60) days written notice to
Landlord, to elect to separately contract for trash removal services for the
Leased Premises, and, if Tenant makes such election, then, during all such
periods that such election is in effect, Operating Expenses shall exclude the
cost of providing trash removal services to the Leased Premises and all other
Leasable Areas (and the calculation of the Monthly Estimated OE Payments and
Tenant’s Operating Expense Share shall be adjusted accordingly).




(xiv)         Snow
and ice removal services as required to maintain safe access to the Property at
all times during Building Operating Hours.




(xv)          Appropriate
precautionary measures to protect the Property from windstorm, hurricanes,
flooding and other predictable natural disasters as customarily taken by prudent
property owners at Comparable Buildings or as may be required by the insurance
provider for the Property.




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(xvi)         Maintenance,
service and testing of any electric generation systems and equipment to the
extent such equipment and systems serve the Common Areas, Leased Premises and
Leasable Areas of the Building (and not exclusively the Leased
Premises).




(xvii)        Life
safety services (through fire alarm systems, energy management systems, etc.) as
provided as of the Commencement Date, and, thereafter, as needed to provide such
services at level consistent with Comparable Buildings.




(xviii)       Other
utilities and services provided to Tenant, the Leased Premises or the Common
Areas, as of the Commencement Date, including, if applicable, gas, steam, fuel
oil, etc.




Landlord
and Tenant acknowledge that Tenant owned and operated the Property prior to the
Commencement Date, and Tenant is fully aware of the capabilities and limitations
of the Building Systems as of the Commencement Date. Nothing in this Section 3.1(a)
shall be deemed to be a covenant or agreement of Landlord, or a representation
or warranty of Landlord, express or implied, that Landlord shall upgrade the
Building Systems so that the same will hereafter be capable of greater
performance then the same are capable of on the Commencement Date, and if the
particular standards or specifications herein-above set forth for any Building
Standard Service can not be furnished without such an upgrade, then,
notwithstanding the foregoing provisions of this Section 3.1(a),
Landlord need only provide such service at the highest level (or the level
closest to such standards or specifications) which can be provided without such
an upgrade (but, in all events, at a level at least equal to that being provided
as of the Commencement Date). 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 the Property immediately prior to the Commencement
Date, with Tenant acknowledging and agreeing that Landlord shall not be required
to provide during the Term greater quantities or higher levels of service than
is capable of being provided through the Building Systems as the same exist as
of the Commencement Date, and that Landlord has no obligation to replace or
improve such Building Systems other than in the ordinary course as may be
consistent with sound building management practices or as required by Section 5.5
hereof.




(b)           (1)           If
Tenant requires electricity for use in the Leased Premises in excess of Tenant’s
Dedicated Electrical Capacity, and such required additional electrical capacity
is then available at the Property or can be obtained for the Property by
Landlord from the Electric Utility Company, then Landlord shall, upon Tenant’s
request and at Tenant’s sole cost and expense, furnish and install, or cause to
be furnished and installed, the additional equipment (if any) that is reasonably
required to furnish such additional electrical capacity to the Leased Premises
(including, as needed, wires, risers, conduits, feeders, switchboards and
circuit panels), whereupon Tenant’s Dedicated Electrical Capacity shall be
automatically increased by such additional electrical capacity.




(2)           Tenant,
from time to time, shall have the right to install within the Leased Premises
(at locations selected by Tenant), or within the Common Areas, or on the
grounds, or roof of the Building, subject to Landlord’s approval not to be
unreasonably withheld or delayed, one or more supplemental HVAC units, together
with the equipment pads, ducts and other equipment needed to accommodate the
equipment and distribute and vent the air generated thereby (collectively, the
“Tenant’s Supplemental
HVAC Equipment”) for the purpose of providing additional HVAC service
(i.e., HVAC service in
addition to the Building System HVAC Service) for the Leased Premises or any
portion thereof.




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(3)           If
the Building Systems, as of the date hereof, shall include any chilled or
condenser water system (herein called the “Building’s CW
System”), then Tenant, in connection with the operation of any Tenant’s
Supplemental HVAC Equipment, then Landlord, as a Building Standard Service,
shall furnish chilled or condenser water therefrom to Tenant, at a level equal
to the level that is being furnished to Tenant therefrom on the Commencement
Date (such level being herein called “Tenant’s Allotted CW
Capacity”) and at the times that such Tenant's Allotted CW Capacity is
being furnished, or made available, on the Commencement Date, without charge to
Tenant. If, at any time hereafter, Tenant, by notice to Landlord, may request an
increase in Tenant’s Allotted CW Capacity, and, in any such case, (i) if, at the
time of such request, the Building’s CW System has sufficient available capacity
to permit the requested increase, then Tenant’s Allotted CW Capacity shall be
automatically increased by the requested increase, or (ii) if, at the time of
such request, the Building’s CW System does not have sufficient available
capacity to permit the requested increase, then Landlord shall so notify Tenant,
which notice shall indicate whether or not the Building’s CW System is
susceptible of an upgrade which would create sufficient available capacity to
permit the requested increase. In any case that Landlord’s notice to Tenant
shall indicate that the Building’s CW System is susceptible of an upgrade,
Tenant shall have to authorize such an upgrade be effected, in which event
Landlord, at Tenant’s sole cost and expense, shall cause such upgrade to be
effected with reasonable dispatch, whereupon Tenant’s Allotted CW Capacity shall
be automatically increased by such requested increase.




(c)           (1)           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)
and Section
3.1(b)(3) hereof (“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 may 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.




(2)           Notwithstanding
the provisions of Section 8.1(c)(1)
above, or anything else to the contrary contained in this Lease, Landlord shall
be required to furnish the following Above Standard Services (herein called the
“Required Above
Standard Services”), upon the following terms and
conditions:




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(A)           If
Tenant shall request that Building System HVAC Service be furnished to the
Leased Premises during times other than during Building Operating Hours (such
service, during such times, being herein called “OT Building System HVAC
Service”), then Landlord shall furnish OT Building System HVAC Service to
Leased Premises during such time or times, consistent with such request and the
foregoing specifications. Tenant shall request OT Building System HVAC Service
no later than 3:00 p.m. on the Business Day for which the same is requested, or
no later than 3:00 p.m. on the last preceding Business Day, in any case where OT
Building System HVAC Service is requested for any day that is not a Business
Day. Tenant, in respect of OT Building System HVAC Service requested and
furnished, shall pay to Landlord an hourly charge therefor, as Above Standard
Services Rent, for each hour that OT Building System HVAC Service was requested
and furnished, which hourly charge, during any calendar year, shall be at the
rate(s) therefor set forth in the Final Budget for such calendar year, and shall
not, in any event, exceed the hourly charge generally applicable in Comparable
Buildings for overtime HVAC service or other tenants or occupants of the
Property.




(B)           If
Tenant shall request use of the Building’s Loading & Delivery Facilities
during times other than during Building Operating Hours, then Landlord shall
make the same available to Tenant to use the same during such times; subject to
availability, which shall be on a first-reserved, first served, basis as amongst
the tenants and other occupants of the Property. Tenant shall make such a
request no later than 3:00 p.m. on the Business Day for which such use is
requested, or no later than 3:00 p.m. on the last preceding Business Day, in any
case where such use is requested for any day that is not a Business Day.
Tenant’s use of the Building’s Loading & Delivery Facilities outside of
Building Operating Hours shall be without charge, except that Tenant shall
reimburse Landlord, as Above Standard Services Rent, for the actual, reasonable
out-of-pocket costs to third parties (without allowance for overhead or profit)
to furnish such service to Tenant.




(C)           If
Tenant shall request chilled or condenser water from the Building’s CW System
during times other than the times that chilled or condenser water is furnished,
or made available, to Tenant on the Commencement Date, then Landlord shall
furnish same to Tenant during such other times; provided, however, that if
Landlord is not then generally furnishing, or making available, chilled or
condenser water during such other times without an additional charge, then
Tenant shall pay Landlord an hourly charge therefor, as Above Standard Services
Rent, for each hour that chilled or condenser water was requested and furnished
during such other times, which hourly charge, during any calendar year, shall be
at the reasonable rate(s) therefor set forth in the Final Budget for such
calendar year, but shall not, in any event, exceed either (x) the hourly charge
generally applicable in Comparable Buildings for overtime chilled or condenser
water service or (y) Landlord's hourly charge to other tenants or occupants of
the Property for overtime chilled or condenser water service from the Building's
CW System.




(d)           Landlord
shall furnish Tenant at least five (5) Business Days prior written notice of any
non-emergency suspension or interruption in the Building Standard Services
scheduled by Landlord for routine repairs or maintenance; provided, however, that (i) no
such non-emergency suspension or interruption shall be during Building Operating
Hours, and (ii) if any such non-emergency 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, then Landlord shall provide Tenant with not less than
sixty (60) days’ prior notice thereof.


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(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 all commercially reasonable efforts to cause
the applicable public utility to furnish the same.  Except as
expressly provided in Section 3.1(f)
and Section 6.3, the
failure by Landlord to furnish the services described in this Section 3.1 (or
any cessation thereof), if caused solely by reason of Force Majeure Events,
shall not render Landlord liable for damages to Tenant, be construed as an
eviction of Tenant, give rise to an abatement of Rent, or relieve Tenant from
fulfillment of any covenant or agreement hereof.




(f)           Notwithstanding
the foregoing, if (i) Landlord fails to provide any of the services Landlord is
obligated to provide under this Lease (for any reason other than the gross
negligence or willful misconduct of Tenant or any Tenant Party), (ii) 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 (iii) such failure continues for more than three (3)
consecutive days after notice from Tenant to Landlord (any such failure, a
“Service
Failure”), then all Rent due under this Lease for the affected portion of
the Leased Premises shall be abated for the entire duration of the Service
Failure.  In addition to Tenant’s foregoing rights, Tenant shall have
the right, but not the obligation, to cure any Services Failure if, and to the
extent, permitted under Section 13.1(b)
and, as provided therein, to recover the reasonable cost thereof from
Landlord.




3.2
            Separate Charge
      Parking Areas




(a)          If
there are any Separate Charge Parking Areas located upon the Property as of the
Commencement Date, Landlord may assess a separate charge(s) for the use thereof
(whether such use is by Tenant, any Tenant Parties and/or the customers,
invitees and guests of Tenant or any Tenant Parties), provided, that any such
separate charge(s) shall be uniformly applied to all users of the Separate
Charge Parking Areas (including other tenants and occupants of the Property, and
their customers, invitees and guests, as well as any others permitted to use the
Separate Charge Parking Areas), and (iii) shall not exceed, in any event, the
separate charge(s) generally applicable with respect to similar parking areas
appurtenant to, or operated by owners or operators of, Comparable
Buildings.




(b)          Except
for the Separate Charge Parking Areas (if any), Landlord may not assess any
separate charge for use of any Parking Areas (whether Tenant Dedicated Parking
Areas or Non-Dedicated Parking Areas), or the use of any other Common
Areas.




3.3
            Graphics and Building
      Directory




(a)          On
each floor of the Building on which the Leased Premises are located, and at each
location within the Property where Tenant maintains such signage as of the
Commencement Date, Tenant may install and maintain signage using Tenant’s name,
identity, logos and/or graphics (as Tenant may change its name, identity, logo
and/or graphics from time to time), and/or the similar signage of any Tenant
Party or Affiliate of Tenant occupying the Leased Premises, and/or any directory
signage for the Leased Premises containing the name of Tenant and/or any Tenant
Parties or Affiliates of Tenant occupying the Leased Premises, suite or room
number references and/or businesses or departments references. Such signage
shall be located on or adjacent to entrances to the Leased Premises (or, as to
any such signage maintained as of the Commencement Date, it may be kept in its
current location). If, at any time after the installation of any such signage on
any particular floor of the Building on which the Leased Premises are located,
no portion of the Leased Premises shall any longer be located on such floor of
the Building, then Tenant, at its cost, shall remove such
signage.


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(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 any such building directory board shall
contain the listing of Tenant’s name and such other information as Tenant shall
reasonably require from time to time (including, at Tenant’s option, the names
of all of Tenant’s businesses, Tenant Parties and Affiliates as Tenant shall
designate), and Tenant shall be entitled to Tenant’s Occupancy Percentage, from
time-to-time, of the space contained in such directory. Any new listings
designated by Tenant from time to time shall be installed by Landlord at
Tenant’s expense.




(c)          Nothing
contained in this Section 3.3 (or
otherwise in this Lease) shall be deemed to restrict, in any manner, Tenant’s
rights to maintain any signage, directories or other displays, within the Leased
Premises or any part thereof.




3.4
            Building Signage;
      Exclusivity




(a)          
(1)          For purposes
hereof, the following terms shall have the meanings hereinafter ascribed
thereto:




(A)          "Building Signage"
shall mean, collectively, (i) exterior building signage (i.e., signage affixed
to the exterior of the Building), (ii) lobby signage (i.e., signage within
the Building's main or other multi-tenant lobby or lobbies, but distinguished
from any signage described in Section 3.3 hereof),
(iii) monuments which accommodate signage anywhere upon the Property, together
with any signage placed thereon, and (iv) any other signage upon the Property
located outside of the interior of the Building.




(B)           “Building Identification
Signage” shall mean Building Signage which, due to its size, location and
other incidents of prominence, has the effect of naming or identifying the
Building, from the standpoint of the public.




(C)           "Tenant's Building
Signage" shall mean any and all Building Signage (i) installed or
maintained by Tenant (or at its instance), and (ii) displaying the name,
identity, logo and/or graphics of (x) Tenant (and/or any of its Affiliates) or
(y) any Tenant Party (and/or any of its Affiliates).




(D)          "Other Building
Signage" shall mean any and all Building Signage that is not Tenant's
Building Signage.




(2)         Tenant,
throughout the Term, shall have the right to continue to maintain all Tenant's
Building Signage existing as of the Commencement Date.


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(3)           In
addition, Tenant, throughout the Term, shall have the right to (i) erect,
install and maintain additional Tenant's Building Signage, (ii) make alterations
to any then existing Tenant's Building Signage which change the name, identity,
logo and/or graphics comprising the content thereof (so long as the same remains
Tenant Building Signage as hereinabove defined), and/or (ii) make any other
alterations to any then existing Tenant's Building Signage (it being understood
that alterations to any then existing Tenant's Building Signage may include the
removal and replacement thereof, or the mere removal thereof), but all such
additional Tenant's Building Signage and/or any such alterations shall be
subject to Landlord’s approval (but only as to construction means and methods,
size and location, and not as to content, style, shape, color or other
aesthetics), which approval shall not be unreasonably withheld or
delayed.




(4)           Notwithstanding
the foregoing, Tenant may not make any alterations to any Building
Identification Signage which change the name comprising the content thereof
unless the new name is either (i) the name of a Wachovia Party, (ii) the name of
another financial institution (or one of its Affiliates), (iii) the name of a
Fortune 500 company (or one of its
Affiliates), or (iv) another name (not described in clauses (i) through (iii) of
this sentence) which Tenant shall propose, and Landlord shall approve (which
approval shall not be unreasonably withheld or delayed).




(5)           In
connection with any initial installation of, or alterations to, any Tenant’s
Building Signage during the Term (as well as any repair or maintenance of
Tenant's Building Signage during the Term), Tenant, at Tenant’s sole cost and
expense, shall comply with all Legal Requirements. Tenant, in addition, shall
repair any damage to the interior or exterior of the Building caused by Tenant’s
initial installation of, alterations to, any Tenant's Building Signage; but the
foregoing shall not obligate Tenant to restore any portions of the Building’s
façade that are affected by Tenant's Building Signage being affixed thereto
(but, in the case of Tenant's removal thereof, Tenant, at its expense, shall
patch any holes in, and/or cover over, by sign blanks of similar size, shape and
appearance, the affected areas of Building’s façade, to the extent
visible).




(b)           Throughout
the Term, Other Building Signage shall be restricted as follows:




(1)           During
any period during the Term that either (i) Tenant’s Occupancy Percentage shall
be at least fifty percent (50%), or (ii) the Leased Premises shall include a
retail bank location (whether or not the same is then being operated) (any such
period being herein called a "Tenant Prominence
Period"), Landlord shall not erect, install or maintain, or permit any
person (other than Tenant) to erect, install or maintain, any Other Building
Signage, unless (x) there is then existing Tenant's Building Signage, and (y)
such Other Building Signage is of less prominence than such
then existing Tenant's Building Signage.




(2)           During
any period during the Term other than a Tenant Prominence Period, Landlord shall
not erect, install or maintain, or permit any person (other than Tenant) to
erect, install or maintain, any Other Building Signage, unless (x) there is then
existing Tenant's Building Signage, and (y) such Other Building Signage is of equal or less prominence
than such then existing Tenant's Building Signage.


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(3)           Without
limiting the foregoing in any respect, during any Tenant Prominence Period,
Tenant shall have (i) the sole and exclusive right to name the Building (or any
other part of the Property), and (ii) the sole and exclusive right to erect (or
permit to be erected) any Building Identification Signage.




(c)           During
the Term, for so long as (i) Tenant’s Occupancy Percentage shall be at least
twenty-five percent (25%), or (ii) the Leased Premises shall include a retail
bank location (whether or not the same is then being operated), Landlord will
not allow any portion of the Property (other than the portion of the Property
then leased to Tenant) to be used as a retail financial services operation,
without Tenant’s prior written consent, which consent may be withheld in
Tenant’s sole and absolute discretion.  For purposes of this Lease,
the term “retail financial
services operation” shall include any retail banking, or other operation
constituting a banking use or purpose, including any operation involving
receiving deposits, making loans (commercial or consumer), sale of securities or
mutual funds or sale of insurance products to the general public, whether done
by a state bank, national bank, savings and loan association, trust company,
credit union, mortgage or securities broker or company, insurance company, or
other entity, whether by walk-up, drive-in teller facility or otherwise; provided, however, that (x) the
term retail financial services
operation shall not include general office use, and (y) in that regard,
the offices of an insurance company engaged primarily in underwriting activities
shall not be deemed a retail
financial services operation solely because insurance policies are sold
from such offices on an incidental basis.




(d)           Tenant’s
exclusivity rights as described above at Section 3.4(c)
hereof also includes the exclusive right to place ATMs in the Building or
otherwise on the Property, including all exterior areas of the Building and the
Land. Tenant shall have the right, for no additional Rent, to place not more
than five (5) ATMs at locations outside of the Leased Premises in and about the
Common Areas. 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
hereof. The restrictions set forth herein shall not apply to ATMs operated by
third parties as of the date of this Lease.




(e)           Notwithstanding
anything to the contrary contained in this Lease, the rights granted to Tenant
pursuant to this Section 3.4
shall be subject and subordinate to the rights of any Building tenants whose
leases are in effect as of the Commencement Date (but if, and to the extent,
such rights are set forth in such leases 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
            Tenant’s Exterior
      Equipment




(a)           Tenant,
throughout the Term, shall have the right to continue to maintain and operate
all of Tenant’s communications, service and other equipment (including any
satellite dishes, transmitters and/or antennas, Tenant’s Supplemental HVAC
Equipment, fuel tanks, generators, etc., as well as any other equipment required
to operate the foregoing or to connect the same to the Leased Premises, e.g., conduits and cables)
which, as of the Commencement Date, are located upon the roof of the Building or
otherwise in a portion(s) of the Property located outside of the Leased Premises
(collectively, “Tenant’s Existing Exterior
Equipment”).




(b)           In
addition to Tenant’s Existing Exterior Equipment, Tenant, throughout the Term,
shall have the right to install (and, after such installation, maintain and
operate) additional communications, service and other equipment upon the roof of
the Building and/or any other portion(s) of the Property outside of Leasable
Areas, subject,
however, to obtaining Landlord’s consent thereto, which consent shall not
be unreasonably withheld or delayed, provided, that (i) such
additional communications, service and other equipment shall not materially
compromise the aesthetics or appearance of the Building, (ii) such additional
communications, service and other equipment shall not impose any additional
expense upon Landlord which Tenant is not willing to pay or reimburse Landlord
for, and (iii) such additional communications, service and other equipment shall
be designed and installed in compliance with all Legal Requirements, and
otherwise in a manner so as not to (1) adversely affect the Base Building,
including the operation of any of then existing Building Systems, (2) create an
unreasonable risk of injury to persons or property, or (3) in the case of
equipment to be located upon the roof of the Building, void or impair any
applicable roof warranty.




(c)           The
following provisions shall apply to Tenant’s Existing Exterior Equipment, as
well as any additional communications, service and other equipment installed by
Tenant under Section 3.4(b)
above (herein collectively called “Tenant’s Exterior
Equipment”):




(1)           All
Tenant’s Exterior Equipment shall be maintained and operated at Tenant’s sole
cost and expense and in accordance with all Legal Requirements.




(2)           Any
material changes to any then existing Tenant’s Exterior Equipment (i.e., changes
regarding size, location, etc.) shall first be approved by Landlord, which
approval will not be unreasonably withheld or delayed.




(3)           At
all times, Tenant and the pertinent Tenant Parties shall have unrestricted
access to all the areas of the Property upon, or within, which any of Tenant’s
Exterior Equipment is located for purposes of operating, servicing, repairing or
otherwise maintaining said equipment. In connection therewith, Tenant shall not
unreasonably disturb any other tenants of the Building.




(d)           The
following provisions shall apply to Tenant’s Exterior Equipment located on the
roof of the Building (sometimes herein separately called “Tenant’s Rooftop
Equipment”):


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(1)           In
order to maintain rooftop availability consistent with the needs of Tenant and
other tenants and occupants of the Building, Landlord shall not install, or
permit to be installed, any equipment on the roof of the Building other than
Tenant’s Rooftop Equipment and the Other Qualified Rooftop
Equipment.  “Other Qualified Rooftop
Equipment” shall mean (i) any rooftop equipment constituting a component
of the Building Systems, (ii) any communications or other rooftop equipment
belonging to any other tenant or occupant of the Building for use in connection
with its business operations in the Building, and (iii) if sufficient space on
the roof of the Building is available therefor (after taking into account both
the current and future needs of Tenant, and other tenants and occupants of the
Building, and after consultation with Tenant as to its current and future
needs), any communications equipment belonging to an area service
provider.




(2)           In
the event that Landlord’s performance of any repair or maintenance to the Common
Areas, including the roofs of the Building, require the temporary relocation of
any Tenant’s Rooftop Equipment, then (i) Landlord shall provide Tenant with
sixty (60) days’ notice of the need therefor, (ii) Tenant, as soon thereafter as
is reasonably practicable, shall effect such temporary relocation of such
Tenant’s Rooftop Equipment (it being understood that Tenant shall have the right
to effect such temporary relocation in a manner that will prevent any
interruption in the service provided by Tenant’s Rooftop Equipment), (iii)
Landlord shall complete its repair or maintenance in question as soon as
reasonably practicable, and (iv) Tenant, as soon as reasonably practicable after
Landlord’s completion of such repair or maintenance, shall re-install such
Tenant’s Rooftop Equipment in its prior location; it being agreed that (x) the
temporary relocation and re-installation work to be done by Tenant shall be done
at Tenant’s expense; it being agreed that in no event shall Operating Expenses
ever include any amounts associated with the repair, maintenance or temporary
relocation of any rooftop equipment (other than Other Qualified Rooftop
Equipment constituting a component of the Building Systems, as opposed to any
Other Qualified Rooftop Equipment of any tenant or occupant of the Building or
any other person other than Landlord as to the Building Systems).




(3)           If
Landlord shall install, or permit the installation, of any Other Qualified
Rooftop Equipment, then the same shall be located, designed and operated so as
not to interfere with the operation (including, as applicable, any signals to
and from) any of Tenant’s Rooftop Equipment, the installation of which, in
accordance with this Section 3.5,
predates the installation of such Other Qualified Rooftop Equipment. Similarly,
any Tenant’s Rooftop Equipment hereafter installed by Tenant shall be located
and designed so as not to interfere with the operation (including, as
applicable, any signals to and from) any Other Qualified Rooftop Equipment that
may have previously been installed. The party responsible for the equipment
which interferes with equipment previously installed by the other 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




(a)           During
any period during the Term (each such period, a “Landlord Management
Period”) that is not a Tenant Management Period, Landlord, subject to and
in accordance with the provisions of Section 3.6(b)
hereof, shall appoint a property management company (each, a “Landlord Appointed Property
Manager”) to manage the Property.  During any period during the
Term that is a Tenant Management Period, Tenant, subject to and in accordance
with the provisions of Section 3.6(c)
hereof, shall itself be the property manager of the Property. The term "Property Manager"
shall mean (i) during any Landlord Management Period, the Landlord Appointed
Property Manager and (ii) during any Tenant Management Period,
Tenant.


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(b)           During
any Landlord Management Period, Landlord shall appoint the Landlord Appointed
Property Manager (and Landlord shall have the right to change the Landlord
Appointed Property Manager at any time, or from time to time, during such
Landlord Management Period); provided, however, that (i)
prior to appointing a Landlord Appointed Property Manager, Landlord shall notify
Tenant of Landlord’s intention to do so, which notice shall provide the name,
address and profile of the property management company that Landlord intends to
appoint as Landlord Appointed Property Manager, and Landlord shall not appoint a
Landlord Appointed Property Manager as to which Tenant has a reasonable
objection (it being acknowledged by Tenant that, as of the date hereof, it has
no reasonable objection to an Affiliate of Landlord), and (ii) if any Landlord
Appointed Property Manager consistently 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, by notice to Landlord, may require Landlord to replace such
non-performing Landlord Appointed Property Manager with a new Landlord Appointed
Property Manager appointed by Landlord, and reasonably approved by Tenant (in
which event, Landlord, promptly after receipt of such notice, shall propose, for
Tenant’s consideration, one or more other property management companies to act
as the new Landlord Appointed Property Manager, and upon Tenant’s approval of
any thereof, Landlord shall appoint such property management company as the new
Landlord Appointed Property Manager).




(c)           Tenant,
from time to time during the Term, shall have the right, upon notice to Landlord
(each, a “Management
Designation Notice”), (i) to designate the Property as a “Tenant Managed
Property” and (ii) if the Property is then designated as a Tenant Managed
Property, to re-designate the Property as a “Non-Tenant Managed
Property”.  If, at any time, Tenant shall designate the
Property as a Tenant Managed Property, then each period that commences on the
date forty-five (45) days after the date on which Tenant gives Landlord a
Management Designation Notice so designating the Property and ending on the date
forty-five (45) days after the date on which Tenant gives Landlord a Management
Designation Notice re-designating the Property as a Non-Tenant Managed Property
is herein referred to as a “Tenant Management
Period”.  If Tenant shall give Landlord a Management
Designation Notice designating the Property as a Tenant Managed Property, then
the following provisions shall apply:




(1)           Prior
to the first day of the Tenant Management Period in question, Landlord shall (i)
terminate its existing agreement(s) (if any) with the then current Landlord
Appointed Property Manager (and Landlord shall pay, without any obligation on
the part of Tenant to reimburse Landlord by way of Operating Expenses or
otherwise, any premium or penalty associated with such termination), and (ii)
enter into a property management agreement for the Property with Tenant (as the
property manager of the Property), which agreement shall be in form and
substance reasonably satisfactory to Landlord and Tenant, shall be consistent
with the rights afforded Tenant in this Section 3.6(c) and
shall set forth, among other things, the rights and obligations of the parties
delineated in Section
3.6(c)(2) and (3) below. Each such
property management agreement for the Property entered into by Landlord and
Tenant is herein called a “Tenant Management
Agreement”; the management services to be furnished by Tenant (as the
property manager) from time to time pursuant to a Tenant Management Agreement
are herein collectively referred to as the “Tenant Management
Services”.


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(2)           During
any Tenant Management Period, Tenant, as reflected in the Tenant Management
Agreement, (i) shall be the Property Manager (and may, from time to time during
such Tenant Management Period, manage the Property using one or more groups of
its own employees or through a Tenant, and/or a Tenant Sub-Manager appointed
pursuant to the provisions of Section 3.6(c)(3)
below), (ii) shall receive an annual management fee equal to two and one-half
percent (2.5%) of Gross Revenues for the Property (and the amount of such
management fee actually paid to Tenant shall be included in Operating Expenses
pursuant to Section
2.2(c)(1)(viii) above), (iii) shall, without the need to obtain
Landlord’s prior approval, direct the day-to-day services, supervision of
contractors and service providers, maintenance and repairs and the performance
of work that is included in the Final Budget (capital or ordinary) for such
calendar year, (iv) shall without the need to obtain Landlord’s prior approval,
have the right to perform (or cause to be performed) work that is required to
address an emergency situation and that costs less than ten percent (10%) of the
Final Budget for such calendar year, (v) shall, with Landlord’s prior approval
(which approval shall not be unreasonably withheld, and with Landlord having the
obligation to respond within twenty-four (24) hours of Tenant’s request), have
the right to perform (or cause to be performed) other work that is required to
address an emergency situation (i.e., work costing ten percent (10%) or more of
the Final Budget for such calendar year), and (vi) shall, during any portion of
the Tenant Management Period during which Tenant’s Occupancy Percentage is
ninety percent (90%) or greater, have the right to elect to have the Tenant
Management Services include rent collection services, bill paying services or
accounting services (collectively, the “Financial
Services”).




(3)           During
any Tenant Management Period, Tenant, at Tenant’ sole cost and expense (which
shall not be included in Operating Expenses), shall have the right to retain one
or more third party property management companies as a sub-manager(s) (each, a
“Tenant
Sub-Manager”) to perform some or all of the Tenant Management Services
(which right shall include the right, at any time and from time to time during
such Tenant Management Period, to change any Tenant Sub-Manager(s) and to
eliminate the use of any or all Tenant Sub-Managers); provided, however, that (I)
prior to appointing a Tenant Sub-Manager, Tenant shall notify Landlord of
Tenant’s intention to do so, which notice shall, in the case of qualified third
party property management company, provide the name, address and profile of the
property management company that Tenant intends to appoint as a Tenant
Sub-Manager, or, in the case of a designated group of Tenant’s own employees,
the qualifications of such designated employees, and Tenant shall not appoint,
as a Tenant Sub-Manager, any third party property management company to which
Landlord has a reasonable objection, and (II) if any property management company
then serving as a Tenant Sub-Manager consistently 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, by notice to Tenant, may require Tenant to
replace such non-performing Tenant Sub-Manager with a new Tenant Sub-Manager
appointed by Tenant, and reasonably approved by Landlord (in which event,
Tenant, promptly after receipt of such notice, shall propose, for Landlord’s
consideration, one or more other property management companies or group of
Tenant’s own employees to act as the new Tenant Sub-Manager, and upon Landlord’s
approval of any thereof, Tenant shall appoint such property management company
or group of Tenant’s employees as the new Tenant Sub-Manager).


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(4)           During
any portion of any Tenant Management Period during which the Tenant Management
Services include the Financial Services, there shall be included in the
Operating Expenses (notwithstanding anything to the contrary contained in Section 2.2(c)
above), and Landlord shall be entitled to receive, an asset management fee equal
to one-half percent (0.5%) of the Gross Revenues for the Property attributable
to such portion of Tenant Management Period.  During any portion of
any Tenant Management Period that the Tenant Management Services do not include
the Financial Services, there shall be included in the Operating Expenses
(notwithstanding anything to the contrary contained in Section 2.2(c)
above), and Landlord shall be entitled to receive, an asset management fee equal
to one percent (1.0%) of the Gross Revenues for the Property attributable to
such portion of Tenant Management Period.




(d)           Any
disputes between Landlord and Tenant with respect to any matters arising under
this Section 3.6
shall be subject to resolution as provided in Article
XII.




ARTICLE
IV


CARE OF PREMISES; LAWS,
RULES AND REGULATIONS




4.1
            Surrender of Leased
      Premises




Upon the
expiration or any earlier termination of this Lease, Tenant shall surrender the
Leased Premises to Landlord subject to the provisions of Section 5.3
hereof, and otherwise in good condition and repair, reasonable wear and tear
excepted (subject, however, in addition, to such damage or destruction that
Tenant, as of such expiration or earlier termination, is not, pursuant to the
express provisions hereof, obligated to repair or restore). 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




(a)           Subject
to the provisions of this Section 4.2,
Landlord (through its authorized contractors, agents or representatives) may
enter into and upon any part of the Leased Premises during reasonable hours and
upon reasonable notice (which shall mean (x) except cases of emergency, at least
24 hours prior notice to Tenant, and (y) in cases of emergency, such prior
notice, if any, or contemporaneous notice, as shall be reasonable under the
circumstances), for the following purposes: (i) to make such alterations or
repairs to the Property as Landlord is required, or expressly authorized, to
make pursuant to this Lease; (ii) to otherwise perform Landlord’s obligations
under this Lease; (iii) for the purpose of showing the same to existing or
prospective purchasers or lenders; (iv) at any time during the last twelve (12)
months of the Term (assuming no further Renewal Option is then available to
Tenant), to show the Leased Premises to prospective tenants; and (v) with
respect to any portion of the Leased Premises which then constitutes Surrender
Space, at any time after Landlord’s receipt of the notice from Tenant rendering
the same Surrender Space, to show the same to prospective tenants.
Notwithstanding the foregoing, for so long as Landlord shall be providing
routine janitorial services to the Leased Premises pursuant to Section 3.1(a)(iv)
hereof, Landlord, through it cleaning contractor, shall have access, without any
requirement of notice, to perform such routine janitorial
service.


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(b)           With
respect to any of the aforementioned authorized entries by Landlord into and
upon any part of the Leased Premises (other than for routine janitorial
service), Tenant shall be entitled to have its representative accompany
Landlord.




(c)           Tenant
shall not be entitled to any abatement or reduction of Rent by reason of any of
the aforementioned authorized entries by Landlord, so long as Landlord shall
comply with its obligations hereunder (including those set forth in Section 4.2(d)
below).




(d)           Landlord
shall not interfere with the operation of Tenant’s business during any of the
aforementioned authorized entries. Without limiting the generality of the
foregoing, Landlord shall make any routine repairs requiring access to the
Leased Premises after Building Operating Hours.




(e)           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 shall be subject to
applicable federal banking regulations.




(f)           
If the demarcation point of services for the Building, including but not
necessarily limited to telecommunications, electricity, water, fire suppression,
etc. (the “Service
Entrance”) is located within the Leased Premises, then Landlord may, at
Landlord’s option, at Landlord’s sole expense, relocate such Service Entrance to
a location outside of the Leased Premises, and make all necessary modifications
to maintain Tenant’s then existing services to the Leased Premises. If the
Service Entrance for the Building is located within the Leased Premises and if
such location of the Service Entrance 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 Service Entrance to a location outside of
the Leased Premises, and make all necessary modifications to maintain Tenant’s
then existing services to the Leased Premises, within a reasonable time after
Tenant’s written request. If the Service Entrance for the Building is located
within the Leased Premises, then until Landlord relocates such Service Entrance
to a location outside of the Leased Premises, Tenant shall allow Landlord and
other tenants of the Building reasonable access to the Service Entrance as
required to connect services thereto, but each and any such access shall be
subject to reasonable advance notice (not less than one (1) full Business Day,
except in the case of emergencies), and shall be supervised by security or
technical personnel designated by Tenant (which may be Tenant’s own employees),
Landlord shall be solely responsible for the cost of such security or technical
personnel, and Landlord shall reimburse Tenant, upon demand, therefor, and for
any and all additional costs incurred by Tenant because of such access. In no
event shall Landlord or any tenant of the Building other than Tenant be entitled
to connect to, extend from, modify, alter, interrupt or otherwise use, or in any
way affect the operation of Tenant’s services.


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4.3
            Nuisance




Tenant
shall conduct its business, and use reasonable efforts to cause all Tenant
Parties to conduct their activities upon the Leased Premises, in such a manner
as not to create any nuisance, or unreasonably interfere with, or unreasonably
annoy or disturb, any other tenant or occupant of the Property in its occupancy
of the Leasable Areas demised to it or Landlord in its operation of the
Property.  Landlord shall operate the Property, and use reasonable
efforts to cause all Landlord Parties to conduct their activities upon the
Property, in such a manner as not to create any nuisance, or unreasonably
interfere with, or unreasonably disturb Tenant or any Tenant Party in its
occupancy of the Leased Premises. Landlord shall use reasonable efforts to cause
all other tenants and occupants of the Property to conduct their businesses, and
use reasonable efforts to cause their employees, agents and contractors to
conduct their activities upon the Property, in such a manner as not to create
any nuisance, or unreasonably interfere with, or unreasonably disturb Tenant or
any Tenant Party in its occupancy of the Leased Premises.




4.4
            Legal
      Compliance




(a)           Tenant
shall comply with all Legal Requirements requiring compliance (including
compliance requiring the performance of any alterations or repairs) in, to or
upon, or with respect to, the Leased Premises (inclusive of the Leasehold
Improvements therein); provided, however, that Tenant
shall not be required to perform any alterations or repairs to the Base Building
in order to comply with Legal Requirements, except to extent that the
need for such compliance arises by reason of Tenant’s particular manner of use
of the Premises.




(b)           Landlord
shall not enforce Tenant’s obligations to comply with Legal Requirements as set
forth in Section 4.4(a)
above 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 endanger the health, safety or welfare of any
person on or about the Leased Premises or the Property.




(c)           Landlord
shall comply with all Legal Requirements requiring compliance (including
compliance requiring the performance of any alterations or repairs) in, to or
upon, or with respect to, the Base Building (except to the extent that Tenant,
pursuant to the express provisions contained in the proviso to Section 4.4(a)
above, is required to comply therewith) and/or the Common
Areas.


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4.5
            Rules of
      Building




Tenant
shall comply with, and use its reasonable efforts to cause all Tenant Parties to
comply with, the existing rules and regulations of the Building, which are set
forth in Exhibit
C hereto, and such reasonable changes therein as Landlord at any time or
times may hereafter make, and communicate in writing to Tenant, for the safety,
protection, care and cleanliness of the Leased Premises, the Building and the
Property, 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 reasonable changes shall be binding
upon Tenant upon Tenant’s receipt of notice thereof (such existing rules and
regulations, as the same may be changed consistent herewith, being herein called
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. In no event
shall the Building Rules impose any monetary obligations upon Tenant. 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.




4.6
            Use and Violations of
      Insurance Coverage




(a)           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 (i) is
unlawful, (ii) creates noxious or offensive odors emanating from the Leased
Premises into other Leasable Areas or the Common Areas, or (iii) increases the
rate of fire insurance coverage on the Property or its contents unless Tenant
pays for the cost of such increased insurance premium. Tenant shall have the
right to amend any then existing certificate of occupancy relating to the Leased
Premises, or pursue any separate license or permit, to permit additional lawful
uses consistent with the provisions of Section 1.5
hereof; and Landlord shall reasonably cooperate with Tenant’s efforts in that
regard, including promptly executing (and providing any information known by
Landlord for) any applications or similar documents with respect
thereto.




(b)           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 for such quantities of the same which are included within items
used by Tenant (or any Tenant Party) in connection with its business at the
Leased Premises; provided,
that (i) the use of such Hazardous Materials is consistent with the
customary and reasonable business practice of entities conducting similar
business to that being conducted at the Leased Premises, 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 a “customary and reasonable business
practice” within the meaning of the previous sentence.




4.7
            Environmental
      Laws




(a)           Tenant
has conveyed the Property to Landlord, and Landlord has accepted and acquired
ownership of the Property, pursuant to the Purchase Agreement.  As
used herein, the term “Environmental
Information”  shall mean all environmental reports and studies
delivered to Landlord by Tenant or obtained by Landlord in connection with the
acquisition of the Property, which reports and studies are listed on Exhibit C
hereto.  The term “Environmental
Matters” shall mean any matters reported in the Environmental
Information.


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(b)           Landlord
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: (1) Hazardous Materials on or in the Property
as of the Commencement Date (including the Environmental Matters to the extent
thereon or therein), excluding, however, Hazardous
Materials on or in the Leased Premises (inclusive of the components of the Base
Building located within the Leased Premises) as of the Commencement Date
(including the Environmental Matters to the extent thereon or therein); or (2)
Hazardous Materials introduced on, in or under the Property solely by Landlord
or any Landlord Party after the Commencement Date.




(c)           Landlord
hereby agrees to and does indemnify, defend, and hold harmless, Tenant and any
Tenant Party from and against any and all claims, demands, causes of action,
fines, penalties, costs, expenses (including attorneys’ fees and court costs),
liens, or liabilities, if, and to the extent, caused by, or arising out of
Landlord’s failure to comply with its obligations under Section 4.7(b)
above.




(d)           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: (1) Hazardous Materials on or in the Leased
Premises (inclusive of the components of the Base Building located within the
Leased Premises) as of the Commencement Date (including the Environmental
Matters to the extent thereon or therein); or (2) Hazardous Materials introduced
on, in or under the Property solely by Tenant or any Tenant Party 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 endanger the health, safety or welfare of any
person on or about the Leased Premises or the Property.




(e)           Tenant
hereby agrees to and does indemnify, defend, and hold harmless, Landlord and all
Landlord Parties from and against any and all claims, demands, causes of action,
fines, penalties, costs, expenses (including attorneys fees and court costs),
liens, or liabilities, if, and to the extent, caused by, or arising out of
Tenant’s failure to comply with its obligations under Section 4.7(d)
above.




4.8
            Prohibited
      Uses




(a)           Throughout
the Term, Landlord shall not further develop the Property, other than consistent
with the provisions of this Lease, and, without limiting the generality thereof,
no such further development shall be permitted if (1) the same would cause a
violation of the provisions of Section 4.8(b) hereof
or Section
14.20 hereof, or (2) the same would otherwise result in (i) an increase
in the amount of any Additional Rent payable by Tenant hereunder, (ii) any other
cost or expense being imposed upon Tenant or any Tenant Party, (iii) any
reduction in the value of the Leased Premises to Tenant or any Tenant Party,
(iv) parking or traffic flow on the Property being adversely affected from the
perspective of Tenant or any Tenant Party, (v) any reduction in the function or
utility of the Common Areas (or any portion thereof) from the perspective of
Tenant or any Tenant Party.


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




ARTICLE
V


LEASEHOLD IMPROVEMENTS AND
REPAIRS




5.1
            Leasehold
      Improvements




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


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5.2
            Alterations




(a)           Except
as provided below (as to Non-Consent Alterations), and as provided in Section 3.6
hereof as to Tenant Managed Properties, Tenant shall not make or allow to be
made any alterations in or to the Leased Premises (collectively, “Alterations”),
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.




(b)           All
Alterations shall be made in compliance with Legal Requirements.




(c)           Notwithstanding
the foregoing, Tenant shall have the right to make Non-Consent Alterations
without Landlord’s consent. The term “Non-Consent
Alterations” shall mean any Alterations that (i) either (x) cost less
than Threshold Alteration Amount, or (y) regardless of cost, are of such a
nature as not to require a building permit, and (ii) do not materially,
adversely affect the Base Building. The term “Threshold Alteration
Amount” shall mean (1) during any Tenant Management Period or any period
that Tenant's Occupancy Percentage is greater than seventy-five percent (75%),
an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000.00),
and (2) during any other period during the Term, Seven Hundred Fifty Thousand
Dollars ($750,000.00).




(d)           Prior
to commencing any Alterations (other than Non-Consent Alterations for which no
building permit is required), Tenant shall (i) notify Landlord thereof, (ii)
furnish Landlord with plans and specifications therefor (unless, consistent with
Legal Requirements, no such plans and specifications were prepared), and (iii)
inform Landlord of the names of the contractors then retained with respect
thereto (all of which shall be of Tenant’s own choosing).




(e)           Upon
the completion of any Alterations, Tenant shall provide Landlord with “as-built”
plans related thereto.




(f)           
If any Alterations involve work to be performed in, or which otherwise impacts
operations in, areas of the Property located outside the Leased Premises, then
Tenant shall coordinate such work with the Property Manager.




(g)           Landlord
shall reasonably cooperate with Tenant’s efforts to obtain any building permit,
or governmental approval, sign-off or certificate, in connection with the
performance or completion of any Alterations, including promptly executing (and
providing any information known by Landlord for) any applications or similar
documents with respect thereto.




(h)           In
no event shall Tenant be obligated to pay any charge to Landlord or any Landlord
Party for (i) the supervision of any Alterations, (ii) obtaining Landlord’s
consent to any plans and specifications setting forth any Alterations (in cases
where such consent is required hereunder), (iii) Landlord’s cooperation pursuant
to Section 5.2(g)
above, or (iv) Landlord’s review of plans or specifications setting forth
proposed Alterations (other than the actual, out-of-pocket costs reasonably
incurred by Landlord to have Tenant’s plans and specifications reviewed to (x)
confirm that same do not materially, adversely affect the Base Building, and/or
(y) determine whether its consent thereto is required, and/or, if required,
whether to grant or reasonably withhold the same).


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5.3
            Leasehold
      Improvements; Tenant
Property




(a)           Upon
the expiration or any earlier termination of this Lease, Tenant shall surrender
the Leased Premises together with the then existing Leasehold
Improvements.




(b)           Upon,
or prior to, the expiration or earlier termination of this Lease, Tenant shall
remove all Tenant Property from the Leased Premises; provided that Tenant shall
not be required to remove any cabling or wiring installed within the walls,
ceilings, ducts or chases of the Building (the “Tenant’s Cabling”).
Tenant shall repair any damage to the Property (including the Leased Premises)
resulting from any such removal of Tenant Property. Any items of Tenant Property
other than Tenant’s Cabling which shall remain in the Premises after the
expiration or earlier termination of this Lease, may, at the option of Landlord,
be deemed to have been abandoned, and in such case such items may be retained by
Landlord, as its property, or disposed of by Landlord (at Tenant’s expense) in
such manner as Landlord shall reasonably determine.  Any Tenant’s
Cabling which shall remain in the Premises after the expiration or earlier
termination of the Lease shall, upon the date this Lease expires or earlier
terminates, become the property of Landlord.




5.4
            Mechanics
      Liens




(a)           Tenant
shall have no authority or power, express or implied, to create or cause to be
created any mechanic’s, materialmen’s or other lien, charge or encumbrance of
any kind against any Leased Premises.




(b)           If
any mechanic’s, materialmen’s or other lien, charge or encumbrance of any kind
be filed against the Leased Premises by reason of Tenant’s acts or because of a
claim against Tenant (each, a “Tenant Created
Lien”), then Tenant shall cause the same to be cancelled or discharged of
record by bond or otherwise within the Tenant Lien Cure Period as to such Tenant
Created Lien. The “Tenant Lien Cure
Period”, with respect to any Tenant Created Lien, shall mean the period
of sixty (60) days after Landlord shall have given notice to Tenant of such
Tenant Created Lien; provided, however, that Tenant,
after notice thereof to Landlord, shall have the right to contest, by
appropriate proceedings prosecuted diligently and in good faith, the validity or
applicability of any Tenant Created Lien, in which event the Tenant Lien Cure
Period shall be extended during the pendency of such contest, provided that (x) the Leased
Premises shall not thereby be placed in danger of being forfeited or lost, and
(y) Landlord would not thereby be subject to any criminal or civil penalty or
fine. If Tenant shall fail to cancel or discharge any Tenant Created Lien within
the Tenant Lien Cure Period, 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 are caused by Landlord’s
actions.




(c)           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 if, and to the extent, arising out of the performance of any Alterations,
including any Tenant Created Lien asserted in connection
therewith.


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(d)           Landlord
and Tenant expressly agree and acknowledge that no interest of Landlord in the
Leased Premises or the Property shall be subject to any lien for improvements
made by Tenant in or for the Leased Premises, and that Landlord shall not be
liable for any lien for any improvements made by Tenant, such liability being
expressly prohibited by the terms of this Lease. Landlord may file in the public
records of the county in which the Building is located, a public notice
containing a true and correct copy of this paragraph.




5.5
            Repairs by
      Landlord




(a)           Landlord
shall keep and maintain, and make all needed repairs to, the Base Building and
the Common Areas in good condition and repair in accordance with the standards
generally applicable with respect to Comparable Buildings (any such maintenance
and/or repairs for which Landlord is responsible being herein collectively
called “Landlord
Repairs”).




(b)           If,
and to the extent that, the need for any Landlord Repair arises out of any
negligent or wrongful act or omission by Tenant or any Tenant Party, then
Tenant, within thirty (30) days after written demand, shall pay or reimburse
Landlord for all the reasonable out-of-pocket costs incurred by Landlord in
performing such repair (together with interest thereon, at the Applicable Rate,
from the date incurred to the date so paid or reimbursed).




(c)           Landlord
shall promptly make all Landlord Repairs (considering the nature and urgency of
the repair), and perform the same in a good and workmanlike manner. Access to
the Leased Premises in connection with the making of any such repairs shall be
governed by the provisions of Section 4.2
above.




(d)           If
Landlord should fail to make any Landlord Repair with reasonable promptness
after written notice from Tenant, then Tenant’s cure rights under Section 13.1(b)
hereof shall be applicable to the extent provided therein, and, as provided
therein, Tenant may (except to the extent that the provisions of Section 5.5(b)
hereof are applicable) recover the reasonable cost thereof from
Landlord.




5.6
            Repairs by
      Tenant




(a)           Tenant,
at its expense, shall keep and maintain, take good care of, and make all needed
repairs to, (i) the Leased Premises (inclusive of the Leasehold Improvements) ,
excluding,
however, the
components of the Base Building located within the Leased Premises, and (ii) any
Tenant Property located outside of the Leased Premises (any such maintenance
and/or repairs for which Tenant is responsible being herein collectively called
“Tenant
Repairs”).




(b)           If,
and to the extent that, the need for any Tenant Repair arises out of any
negligent or wrongful act or omission by Landlord or any Landlord Party, then
Landlord, within thirty (30) days after written demand, shall pay or reimburse
Tenant for all the reasonable out-of-pocket costs incurred by Tenant in
performing such repair (together with interest thereon, at the Applicable Rate,
from the date incurred to the date so paid or reimbursed).




(c)           Tenant
shall promptly make all Tenant Repairs (considering the nature and urgency of
the repair), and perform the same in a good and workmanlike
manner.


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(d)           If
Tenant should fail to make any Tenant Repair with reasonable promptness after
written notice from Landlord, then Landlord’s cure rights under Section 7.1(f)
hereof shall be applicable to the extent provided therein, and, as provided
therein, Landlord may (except to the extent that the provisions of Section 5.6(b)
hereof are applicable) recover the reasonable cost thereof from
Tenant.




(e)           Notwithstanding
the foregoing, if, and to the extent that, Tenant shall request that Landlord
perform any Tenant Repairs, then Landlord agrees to perform the same, as Above
Standard Services. In any such event, Tenant shall notify Landlord of the need
for any such Tenant Repair and its request that Landlord perform the same, and
Landlord shall endeavor to respond timely to each such request.




5.7
            Demising
      Work




(a)           For
purposes of this Agreement, the following terms shall have the following
meanings:




(1)           “Demising Work”, with
respect to any Surrender Release Space (that is not then in Separately Leasable
Condition) or Vacate Space (that is not then in Separately Leasable Condition),
shall mean all the work in and to the Building (including in and to such space)
that is required to cause such space to be put in a Separately Leasable
Condition; provided, however, that in no
event shall the term “Demising
Work” ever be deemed to include (i) any work which internally sub-divides
such space, or any other work designed to permit such space to be occupied by
multiple tenants or occupants (as opposed to a single tenant or occupant), or
(ii) the construction of any leasehold improvements within such
space.




(2)           “Primary Demising
Work”, with respect to any Surrender Release Space (that is not then in
Separately Leasable Condition) or Vacate Space (that is not then in Separately
Leasable Condition), shall mean the following portions of the Demising Work with
respect to such space (if, and to the extent, the same are part of such Demising
Work): (i) the construction of demising walls, and independent entrances, for
such Leasable Area; (ii) the construction of corridors and other passageways
required to provide an independent means of access (i.e., independent of any
other Leasable Area) for such space to, and from, the outside of the Building
and the Common Areas, and (iii) in the event access to existing Common Areas of
the Building is impractical or unachievable, the construction of additional
Common Areas which will serve such space.




(3)           “Other Demising
Work”,  with respect to any Surrender Release Space (that is
not then in Separately Leasable Condition) or Vacate Space (that is not then in
Separately Leasable Condition), shall mean all the portions of the Demising Work
with respect to such space (if any) that are not Primary Demising Work, but may
be required to any pre-existing component of the Base Building and/or Common
Areas in order to obtain a building permit or other governmental approval with
respect to the Primary Demising Work.




(4)           “Demising Work Costs”
shall mean all the costs of designing and prosecuting the Demising Work
(including architectural, space planning and engineering expenses, building
permit and other governmental fees and all construction costs.


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(5)           “Primary Demising Work
Costs” shall mean the portion of the Demising Work Costs attributable to
the Primary Demising Work.




(6)           “Other Demising Work
Costs” shall mean the portion of the Demising Work Costs attributable to
the Other Demising Work.




(b)           Any
Demising Work required to be performed by Landlord (i) under Section 1.7(d)(4)
hereof with respect to any Surrender Release Space or (ii) under Section 11.2(b)(3)
hereof with respect to any Vacate Space, shall, in each instance, be performed
as follows:




(1)           Landlord
shall retain a licensed architect, space planner or engineer, reasonably
acceptable to Tenant, to develop a space plan (the “SLC Space Plan”) in
connection with the Demising Work. The SLC Space Plan shall be subject to the
reasonable approval of both Landlord and Tenant, and Landlord shall cause the
same to be revised until the same has been approved by both parties (the SLC
Space Plan, as finally approved by both Landlord and Tenant, being herein called
the “Final SLC Space
Plan”). Any disputes with respect to either party’s approval of the SLC
Space Plan shall be resolved in accordance with Article XII hereof.
The SLC Space Plan shall (i) detail the functional layout of the affected areas
(including (x) the Surrender Release Space or the Vacate Space, as the case may
be, and (y) the balance of the Leased Premises), (ii) identify the need, if any,
to establish additional Common Areas, (iii) separately identify, and
sufficiently describe the scope of, each of the Primary Demising Work and the
Other Demising Work, (iv) provide measurements of the affected areas in
accordance with the Measurement Standard, and (v) include an estimate of each of
the Demising Work Costs, the Primary Demising Work Costs and the Other Demising
Work Costs.




(2)           After
both parties have approved the SLC Space Plan, Landlord shall cause design
professionals reasonably acceptable to Tenant to prepare plans and
specifications setting forth the Demising Work (including, as applicable,
architectural, mechanical, electrical, lighting and plumbing plans), based on
the Final SLC Space Plan, and detailing all of the proposed improvements shown
on the SLC Space Plan (such plans and specifications being herein called the
“SLC Plans &
Specifications”). The SLC Plan & Specifications shall be subject to
the reasonable approval of both Landlord and Tenant, and Landlord shall cause
the same to be revised until the same has been approved by both parties (the SLC
Plan & Specifications, as finally approved by both Landlord and Tenant,
being herein called the “Final SLC Plans &
Specifications”). Any disputes with respect to either party’s approval of
the SLC Plans & Specifications shall be resolved in accordance with Article XII hereof.
The SLC Plans & Specifications shall reflect improvements of a type and
quality consistent with Building Standards.




(3)           After
both parties have approved the SLC Plans & Specifications, Landlord will (i)
apply for, and obtain, all necessary governmental approvals and permits in
connection with the Demising Work as shown on the Final SLC Plans &
Specifications, and (ii) cause the Demising Work to be performed in substantial
accordance with the Final SLC Plans & Specifications, utilizing one or more
contractors reasonably approved by Tenant; it being agreed, in that
regard, that Landlord shall solicit bids from no less than three (3) contractors
for the Demising Work and review the same with Tenant prior to proposing a
contractor for Tenant's reasonable acceptance. Landlord shall cause all
contractors to allocate their price and/or costs between the Primary Demising
Work and the Other Demising Work. Landlord and Tenant shall cooperate with each
other, in good faith, to coordinate the scheduling of the Demising Work in an
effort to complete the same in as timely a manner as practicable, consistent
with (x) the requirements of Section 1.7(d)(4)
or Section 11.2(b)(3)
hereof, as the case may be, and (y) in all events, Tenant’s continued use and
occupancy of any adjoining portions of the Leased Premises.


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(4)           All
Demising Work Costs shall be paid by Landlord; provided, however, that Tenant,
as hereinafter provided, shall be obligated to pay to Landlord, as Additional
Rent, an amount (“Tenant’s Reimbursement
Amount”) equal to the sum of (i) 100% of the
portion of the Primary Demising Work Costs, plus (ii) Tenant’s share of
the Other Demising Work Costs, determined by multiplying the Other Demising Work
Costs by the Tenant’s Occupancy Percentage (determined immediately following the
surrender of such Surrender Release Space or Vacate Space, as the case may be).
Within thirty (30) days after completion of the Demising Work (and finalization,
between the parties, of the Primary Demising Work Costs and the Other Demising
Work Costs), Tenant shall either (i) pay Tenant’s Reimbursement Amount to
Landlord in a lump-sum payment, or (ii) elect to pay the same to Landlord on an
amortized basis over the balance of the Initial Term, with an interest factor
using a rate equal to the Prime Rate (in effect as of the completion of the
Demising Work), in which event, Tenant shall pay such amount, as so amortized,
through equal monthly Additional Rent payments payable on the first day of each
month then remaining in Initial Term; provided, however, that if, for
any reason (other than any act of, or default by, Landlord), the Initial Term
shall end prior to the Expiration Date, then any unamortized portion of such
amount shall be paid by Tenant to Landlord within thirty (30) days after the end
of the Term. Notwithstanding the foregoing, during the Integration Period,
Tenant shall have the right to finance Tenant's Reimbursement Amount pursuant to
Section 10 of the Master Agreement.




(5)           Landlord
and Tenant hereby acknowledge that, pursuant to the Purchase Agreement, Tenant,
as seller, agreed to a reduce the purchase price for certain Portfolio
Properties (i.e., those
defined in the Purchase Agreement as "Demising Work Properties") by
an amount defined in the Purchase Agreement as the "Estimated Tenant Reimbursement
Amount" with respect to such Portfolio Property. Notwithstanding the
foregoing provisions of this Section 5.7, if the
Property constitutes one of such Demising Work Properties
under the Purchase Agreement, then, in consideration of such reduction in such
purchase price, the following provisions shall apply: (A) Tenant shall not be
obligated to pay any Tenant Reimbursement Amounts that accrue hereunder prior to
the last day of the third Lease Year, except for the reconciliation payment that
may be required of Tenant under Section
5.7(b)(5)(C)(I) hereof; (B) within thirty (30) days after the last day of
the third Lease Year, Landlord and Tenant shall reconcile (i) all Tenant
Reimbursement Amounts that shall have accrued hereunder prior to the last day of
the third Lease Year (collectively, the "Accrued TRA"), with (ii) the Estimated Tenant Reimbursement
Amount which constituted a reduction in the purchase price for the
Property under the Purchase Agreement; and (C) within thirty (30) days after
such reconciliation shall become final between the parties, (I) Tenant shall pay
to Landlord the amount (if any) by which the Accrued TRA shall exceed such Estimated Tenant Reimbursement
Amount, which payment shall be in full satisfaction of all Tenant
Reimbursement Amounts that shall have accrued prior to the last day of the third
Lease Year, or (II) Landlord shall pay to Tenant the amount (if any) by which
such Estimated Tenant
Reimbursement Amount shall exceed the Accrued TRA.


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5.8
            Payment of Refund
      Amount Per Section 26 of Purchase
  Agreement




Section
26 of the Purchase Agreement provides that, under certain circumstances set
forth in the Purchase Agreement, Landlord, as purchaser, may, have the
obligation to pay to Tenant, as seller, with respect to the Property, a certain
amount that is defined therein as the "Refund Amount". Landlord and
Tenant hereby agree that any such obligation to pay Tenant the Refund Amount
with respect to the Property is hereby incorporated into this Lease as an
obligation of Landlord (as Landlord hereunder), and, accordingly, in the event
that Landlord shall fail to pay to such amount as and when due, then Tenant
shall have all its rights and remedies hereunder on account thereof (including,
as applicable, its rights and remedies under Section 13.2
hereof).




ARTICLE
VI


CONDEMNATION, CASUALTY AND
INSURANCE




6.1
            Condemnation




(a)           If
all or a portion of the Property 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, then Tenant
shall have the option of terminating this Lease upon the giving of notice to
Landlord within twenty (20) days from the date of such condemnation or
taking.




(b)           If
all or substantially all of the Property, or so much thereof as to cause the
remainder not to be economically feasible to operate, as reasonably determined
by Landlord, is permanently taken or condemned for any public purpose, and
Landlord theretofore (or therewith) terminates all similarly affected leases in
the Building, then Landlord shall have the option of terminating this Lease upon
the giving of 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, then
this Lease shall cease and expire as to such Leased Premises as of the date of
transfer of possession of the Leased Premises, the Property, or the applicable
portion thereof, as if such date was the expiration date of this
Lease.




(d)           If,
upon any condemnation or taking of a portion of the Leased Premises, this Lease
is not terminated by either Landlord or Tenant as aforesaid, then Tenant shall
pay all Rent up to the date of transfer of possession of such portion of the
Leased Premises so taken or condemned and this Lease shall thereupon cease and
terminate with respect to such portion of the Leased Premises so taken or
condemned as if the date of transfer of possession of the Leased Premises was
the expiration date of the Term relating to such portion of the Leased
Premises.  Thereafter, the Annual Basic Rent, and Tenant’s Operating
Expense Share and Tenant’s Tax Share shall be calculated based on the Net
Rentable Area of the Leased Premises not so taken or condemned.  If
any such condemnation or taking of all or any part of the Property occurs and
this Lease is not so terminated, then Landlord shall, within sixty (60) days
after the date of such condemnation or taking, commence such restoration work to
the remaining portions Property (including the Building, the Common Areas, the
Leased Premises and the other Leasable Areas, but not including, in any event,
any Tenant Property or the trade fixtures or personal property of other tenants
or occupants) as shall be needed so that such remaining portion of the Property
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 work to be substantially completed
within twelve (12) months after the date of such condemnation or taking, for any
reason other than a delay caused by an act or omission of Tenant, and such
failure materially interferes with Tenant’s use and occupancy of the Property,
then Tenant shall have the right to terminate this Lease by notifying Landlord
in writing of such termination within thirty (30) days after the expiration of
such 12-month period. The 12-month period described in the preceding sentence
shall be automatically extended for each day of delays caused by Force Majeure
Events; but such extensions, in the aggregate, shall not exceed a total of sixty
(60) days.




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(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 other Common Areas of the Property which materially
adversely affects the value of or Tenant’s use or enjoyment of the Leased
Premises, Tenant, at Tenant’s expense may, jointly appear with Landlord in
proceedings relative to such taking, and Tenant may claim, prove and recover, in
such proceedings, (i) the value of any Tenant Property taken, (ii) the loss of
Tenant’s business as the result of such condemnation or taking, and (iii) any
relocation and moving expenses.




(f)           If
(i) any taking or condemnation for any public purpose is of a portion (but less
than all) of the Leased Premises or any portion thereof, (ii) the same occurs
for only a period of three (3) months or less, and (iii) during such period, the
portions of the Leased Premises not so taken, together with the portions of the
Common Areas not so taken, are in Tenant’s reasonable judgment sufficient to
allow the conduct of Tenant’s business in the portion of the Leased Premises not
so taken to substantially the same extent and quantity as before the taking (and
Tenant, in fact, ceases its use, for business purposes, only in the portions of
the Leased Premises so taken, but continues to operate in the portions of the
Leased Premises not so taken), then such taking or condemnation shall be deemed
a temporary taking and this Lease shall continue in full force and effect,
except that, throughout the period of such temporary taking, Annual Basic Rent,
Tenant’s Operating Expense Share and Tenant’s Tax Share shall be calculated
based on the Net Rentable Area of the Leased Premises not so taken.




6.2
            Damages from Certain
      Causes




Except as
provided in Section 3.1,
Section 6.3
and/or 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 if, and to the
extent, occasioned by one or more Force Majeure Events.




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6.3
            Casualty
      Clause




(a)           If,
at any time during the Term, the Property (including the Building, the Common
Areas, the Leased Premises, inclusive of the Leasehold Improvements, and the
other Leasable Areas and the leasehold improvements therein) or any part thereof
(collectively, the “Damaged Property”) is
damaged by fire, earthquake, flood or by any other casualty of any kind or
nature (a “Casualty”) then,
unless this Lease is terminated as hereinafter provided in this Section 6.3(a)
or Section 6.3(b)
below, 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 Property or the trade fixtures or
personal property of other tenants or occupants. Such rebuilding and restoration
work required of Landlord is herein collectively called “Landlord’s Restoration
Work”.  If any Casualty shall render the Leased Premises
completely or partially untenantable for any period (regardless of whether the
Damaged Property includes any part of the Leased Premises), then all Rent shall
be abated in the proportion that the untenantable area of the Leased Premises
bears to the total area of the Leased Premises for the period of such
untenantability. The term “untenantable”, when
used with respect to the Leased Premises, or any portion thereof, shall mean
that the Leased Premises, or such portion thereof, is not reasonably capable of
being used (and, in fact, is not used) by Tenant or any Tenant Party theretofore
occupying the same for the purposes demised hereunder. Within thirty (30) days
following any Casualty, Landlord shall cause to be prepared and delivered to
Tenant an estimate of the date by which the Landlord’s Restoration Work
necessitated by Casualty shall be completed (which estimate shall be prepared by
an independent reputable contractor, registered architect or licensed
professional engineer designated by Landlord, and reasonably approved by Tenant)
(such estimate being herein called the “LRW Estimate”). If
the LRW Estimate is a date later than the date that is eighteen (18) months
after the date of the Casualty, then Tenant may terminate this Lease by giving
Landlord notice to such effect within thirty (30) days after the LRW Estimate is
delivered to Tenant (and in the event of such termination, the Rent shall be
prorated and adjusted as of the date of such termination, subject to the
abatement provisions herein-above set forth).




(b)           In
the case of a Casualty resulting in Qualified Damage, Landlord may elect to
terminate this Lease on account thereof by delivering written notice to Tenant
within forty-five (45) days after the date of the Casualty; provided, that Landlord
theretofore (or therewith) also terminates all other similarly affected leases
in the Building. As used herein, a “Qualified Damage”
shall mean any one or more of the following:




(i)           Damage
to the Building 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)           Damage
to the Building, 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.




(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
(and Tenant has no further outstanding Renewal Options), 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)
above.




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(d)           If  Landlord
is herein required to perform any Landlord’s Restoration Work (i.e., a Casualty shall occur
and this Lease shall not be terminated as herein-above provided), then the
following provisions shall apply:




(1)           Landlord
shall commence Landlord’s Restoration Work as expeditiously as possible but not
later than sixty (60) days following the Casualty, and shall thereafter
diligently prosecute the same to completion. Landlord shall notify Tenant of the
date on which it commences Landlord’s Restoration Work, which notice shall be
accompanied by the written statement of Landlord’s architect supervising such
work certifying to such date.




(2)           Notwithstanding
anything herein contained to the contrary, if Landlord fails to substantially
complete Landlord’s Restoration Work (it being understood that in no event shall
Landlord’s Restoration Work be deemed substantially completed
unless and until the Leased Premises are tenantable and the Common Areas
functional for all purposes hereunder) on or prior to the Outside Completion
Date, then Tenant may terminate this Lease by delivering written notice to
Landlord within thirty (30) days after the Outside Completion Date, but before
Landlord’s Restoration Work shall have been substantially
completed.  If Tenant fails to deliver such notice within such thirty
(30) day period, then Tenant shall have waived its right to terminate this Lease
under this Section 6.3(d)(2)
for a period of six (6) months; after which 6-month period, such right shall
again be available for a period of thirty (30) days, on the same terms, if the
Landlord’s Restoration Work is still not substantially completed. The provisions
of the two immediately preceding sentences shall implemented repeatedly until
the Landlord’s Restoration Work is substantially completed or this Lease is
terminated as therein provided. The “Outside Completion
Date” shall mean the date of the LRW Estimate; provided, however, that the
Outside Completion Date shall be automatically extended one day for each day by
which Landlord is delayed in substantially completing Landlord’s Restoration
Work by reason of Force Majeure Events (but in no event shall the Outside
Completion Date be extended, in the aggregate, for more than sixty (60) days by
Force Majeure Events).




6.4
            Property
      Insurance




Landlord
shall maintain standard fire and extended coverage insurance covering the
Property (including the Building, the Common Areas, the Leased Premises,
inclusive of the Leasehold Improvements, and the other Leasable Areas and the
leasehold improvements therein, but excluding Tenant Property and the personal
property and trade fixtures of other tenants and occupants of the Property)
against loss or damage by reason of fire and/or other risks and perils included
within a standard “all risk” insurance policy (or its equivalent, e.g., a “special causes of
loss” policy), containing a so-called “extended coverage endorsement” (or its
equivalent), and/or, to the extent not otherwise included therein, by reason of
acts of terrorism, in an amount not less than one hundred percent (100%) of the
full replacement cost thereof above the foundation. The policy of such insurance
shall include a waiver of the insurer’s right of subrogation against Tenant
consistent with release and waiver provisions of Section 6.7
below. 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
(including the aforementioned waiver of subrogation) 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 and
having a current Best’s Rating of A or better (provided, that, during any period
that the required insurance coverage is not available on commercially reasonable
terms from insurers with such a rating, then Landlord may utilize a company with
a lower rating, so long as such company has a rating equal to the highest rating
as among the insurers then making available the required insurance coverage on
commercially reasonable terms). All payments for losses thereunder shall be made
solely to Landlord.




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6.5
            Liability
      Insurance




Landlord
and Tenant shall each maintain a policy or policies of commercial 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, with a current Best’s Rating of A or
better (provided, that during any period that the required insurance coverage is
not available on commercially reasonable terms from insurers with such a rating,
then Landlord or Tenant may utilize a company with a lower rating, so long as
such company has a rating equal to the highest rating as among the insurers then
making available the required insurance coverage on commercially reasonable
terms). Such insurance shall be written on occurrence basis, and shall afford
minimum coverage (which may be effected by primary and/or excess coverage) of
not less than Three Million Dollars ($3,000,000.00) for bodily injury, death or
property damage in any one (1) accident or occurrence. Notwithstanding anything
to the contrary contained herein, so long as Tenant satisfies the Self-Insurance
Net Worth Test, Tenant may elect to self-insure in lieu of meeting Tenant's
liability insurance requirements under this Section 6.5. If, and
to the extent, Tenant does not, in whole or in part, carry insurance that
complies with the requirements of this Section 6.5,
then Tenant shall be deemed to have elected to self-insure to such extent.
Either Landlord or Tenant may, from time to time, request the consent of the
other party to increase the aforementioned level of minimum coverage, and such
other party shall not unreasonably withhold its consent thereto, so long as the
requested increased level of minimum coverage is not in excess of the limits
then generally maintained by similarly situated parties in Comparable Buildings.
Notwithstanding the foregoing provisions of this Section 6.5, if, and
for so long as, Tenant hereunder is a Wachovia Party, Tenant may elect to
maintain the liability insurance required of Tenant under this Section 6.5 though
policies issued by a captive insurance company that is wholly owned by Wachovia
Corporation (whether or not such insurance company is licensed or rated as
herein-above otherwise required).




6.6
            Hold
      Harmless




(a)           Landlord
shall not be liable to Tenant, or to any Tenant Party, for any damage to person
or property to the extent caused by any negligent act or omission of Tenant or
any Tenant Party; and Tenant agrees to and does hereby indemnify, defend and
hold harmless, Landlord and all Landlord Parties from and against any and all
claims, demands, causes of action, fines, penalties, costs, expenses (including
reasonable attorneys’ fees and court costs), liens or liabilities to the extent
caused by any willful misconduct, or negligent act or omission, of Tenant or any
Tenant Party.




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(b)           Tenant
shall not be liable to Landlord, or to any Landlord Party, for any damage to
person or property to the extent caused by any negligent act or omission of
Landlord or any Landlord Party; and Landlord agrees to and does indemnify,
defend and hold harmless Tenant and all Tenant Parties from and against any and
all claims, demands, causes or action, fines, penalties, costs, expenses
(including reasonable attorneys fees and costs), liens or liabilities to the
extent caused by any willful misconduct, or negligent act or omission, of
Landlord or any Landlord Party.




6.7
            WAIVER OF
      RECOVERY




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




ARTICLE
VII


DEFAULTS, REMEDIES,
BANKRUPTCY, SUBORDINATION




7.1
            Default and
      Remedies




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




(i)          
 Tenant shall default in the payment of any Rent when due (including Annual
Basic Rent, Tenant’s Operating Expense Share, Tenant’s Tax Share and Above
Standard Services Rent), and such default shall continue for a period of ten
(10) Business Days after written notice thereof from Landlord to Tenant;
or




(ii)    
      At any time that Tenant does not satisfy the
Self-Insurance Net Worth Test, Tenant shall default in its obligation to
maintain any policy of insurance that Tenant is required to maintain under Section 6.5
hereof, and such default shall continue for a period of ten (10) Business Days
after written notice from Landlord to Tenant of such default, which notice shall
(A) specifically refer to Section 6.5
hereof, and the insurance policy which Tenant has failed to maintain, and (B)
state, in all capital letters and in a prominent place, that the continuance of
such failure to maintain insurance for five (5) Business Days after Tenant’s
receipt of such written notice will constitute an Event of Default under this
Section 7.1(a)(ii);
or




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(iii)      
   Tenant shall default under any of its other obligations under
this Lease (other than any default described in Section 7.1(a)(i)
and (ii)
above), and such default shall continue for a period of thirty (30) days after
written notice from Landlord to Tenant thereof (or, if such default is curable
but reasonably cannot be cured within such thirty (30) day period, then Tenant
shall not commence the cure thereof within such thirty (30) day period or
thereafter shall not diligently pursue such cure until the same is
accomplished).




(b)           Upon
the occurrence of an Event of Default, subject to Section 7.1(e)
below, Landlord, in addition to all other remedies available to it at law or in
equity, shall have the right to terminate this Lease, or terminate Tenant’s
right to possession hereunder, by written notice to Tenant, whereupon the
following provisions shall apply:




(i)        
   Tenant shall immediately vacate the Leased Premises pursuant
to Section 4.1
hereof, whereupon Landlord shall have the right to re-enter and take possession
of the Leased Premises.




(ii)     
     Landlord may immediately or at any time thereafter
re-enter the Leased Premises, and (x) repair any condition which shall
constitute a default on Tenant’s part hereunder, and (y) remove any Tenant
Property then located within the Leased Premises consistent with the provisions
of Section 5.3
hereof.




(iii)      
   Landlord 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. 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; 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 this 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, provided,
that the same shall, in all events, 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 other vacant space in the Building or other buildings, which
are similar in nature and quality to the Building, owned by Landlord or an
Affiliate of Landlord.




(iv)       
  Landlord shall have the right to recover from Tenant, as damages,
the sum of (1) the full
amount of all unpaid Annual Basic Rent and Additional Rent payable up to the
time of such termination of this Lease (or termination of Tenant’s right to
possession, as the case may be) (including, if applicable, any unpaid interest
payable by Tenant under Section 2.1(d)
hereof), plus (2) all
reasonable costs incurred by Landlord in connection with (x) evicting Tenant
from the Leased Premises, and (y) any repairs or removals made pursuant to Section 7.1(b)(ii)
above, plus (3) damages
pursuant to either “(A)” or “(B)” below, as Landlord shall elect:




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(A)           damages,
payable monthly throughout the period (the “Damages Period”)
commencing on the day after the date of such termination and ending on the last
day of the Term (determined without regard to any theretofore unexercised
Renewal Options), in a monthly sum equal to the excess (if any) of (i) the
monthly Rent which would have been payable by Tenant under this Lease for such
month had this Lease remained in effect, over (ii) the monthly sums
payable to Landlord for such month under any lease(s) of the Leased Premises
then in effect (net of the reasonable costs incurred by Landlord to re-let the
Leased Premises pursuant to such lease(s)) (it being agreed that Tenant shall
not be entitled to receive any excess of the sums described in clause (ii) of
this sentence over the sums described in clause (i) of this sentence);
or




(B)           damages,
payable in a one-time lump-sum, equal to the excess, if any, of (i) the
present value (discounted at the Prime Rate) of the total amount of all Rent
which would have been payable by Tenant under this Lease for the entire Damages
Period had this Lease remained in effect, over (ii) the present value
(discounted at the same rate) of the fair market rental value of the Leased
Premises for the entire Damages Period.




(c)           If
Landlord re-enters the Leased Premises after terminating this Lease pursuant to
Section 7.1(b)
above, Tenant hereby waives all claims for damages that may be caused by such
re-entry by Landlord, other than claims based on Landlord’s willful misconduct
or 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 or otherwise permitted at
law or in equity.  Except as otherwise provided in this Lease,
remedies provided for in this Lease are cumulative and may, at the election of
Landlord, be exercised alternatively, successively, or in any other manner and
are in addition to any other rights provided for or allowed by law or in
equity.




(e)           Notwithstanding
the provisions set forth in Section 7.1(b),
Landlord may not terminate this Lease pursuant thereto unless Tenant shall have
failed to pay, without the contractual right to abate or offset as herein
otherwise provided, Rent in an amount equal to or greater than the Threshold
Default Amount, and such failure to pay continues, beyond the point of becoming
an Event of Default, for an additional period of ten (10) Business Days
following Tenant’s receipt of second written notice thereof from Landlord, which
notice shall refer to this Section 7.1(e),
and state in all capital letters (or other prominent display) that this Lease
may be terminated if Tenant fails to promptly pay all overdue Rent. The "Threshold Default
Amount" shall mean an amount equal to two (2) months’ Annual Basic Rent
hereunder.




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(f) 
          If (i) Tenant shall
default in the performance of any of Tenant’s obligations under this Lease, and
(ii) such default shall thereafter become an Event of Default hereunder (or, in
cases of emergency only, such default shall continue for 24 hours after notice
thereof from Landlord to Tenant), then Landlord, without thereby waiving such
default (and without limiting any other right or remedy it might have on account
thereof, in law or in equity), may (but shall not be obligated to) perform such
obligation for the account, and at the expense, of Tenant. In any such event,
Tenant, within thirty (30) days after Landlord’s delivery of an invoice therefor
(together with reasonable supporting documentation), shall reimburse Landlord
for any reasonable out-of-pocket expenses incurred by Landlord (including
reasonable attorneys’ fees) in connection with Landlord’s performance of any
such obligation for the account of Tenant pursuant to this Section 7.1(f),
together with interest thereon, at the Applicable Rate, from the date that such
expenses were incurred by Landlord to the date that the same are reimbursed to
Landlord by Tenant.




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 an Event of Default
hereunder (and the provisions of Section 7.1
hereof shall apply in respect thereof). In no event shall this Lease be assigned
or assignable by voluntary or involuntary bankruptcy or a proceeding in lieu
thereof, other than in accordance with Article VIII
hereof.




7.3
            Negation of Lien for
      Rent




(a)           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 (collectively, “Landlord’s Liens”) to
which Landlord might now or hereafter be entitled on all property of Tenant
(whether owned or Leased by Tenant) now or hereafter placed in or upon the
Leased Premises, except for judgment liens, if any.




(b)           To
the extent that the aforesaid waiver and negation is not effective or
unenforceable, Landlord hereby subordinates all of Landlord Liens to any and all
liens placed on the property of Tenant (whether owned or leased by Tenant),
including all liens created as a result of any security interest granted in or
chattel mortgage placed upon such property of Tenant.




(c)           Landlord
shall from time to time, upon request of Tenant, confirm the aforedescribed
waiver and negation or subordination, as applicable, in writing.  If
(x) Landlord shall fail to execute (and if requested by Tenant, acknowledge)
such confirmation within twelve (12) Business Days after Tenant’s request and
(y) such failure shall continue for five (5) Business Days after delivery of a
notice from Tenant indicating such failure, which notice shall refer to this
Section 7.3(c)
and recite, in all capital letters (or other prominent display), the provisions
of Section
7.3(c), then Tenant shall be appointed Landlord’s true and lawful
attorney-in-fact, coupled with an interest, for the purpose of executing and
delivering such confirmation.




7.4
            Attorney’s
      Fees




If either
party shall bring any legal action or proceeding in any court of competent
jurisdiction to enforce its rights or the other party’s obligations under this
Lease, or if the parties hereto shall otherwise become adverse parties in any
such action or proceeding, then the prevailing party in such action or
proceeding shall be entitled to be reimbursed by the non-prevailing party for
all reasonable attorneys’ fees and disbursements actually incurred by the
prevailing party (without regard to any statutory presumption) in connection
with such action or proceeding (at all levels, before, during and after trial,
and on appeal).




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7.5
            No Waiver of
      Rights




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




7.6
            Holding
      Over




(a)           Except
as provided in Section 7.6(b),
in the event of holding over by Tenant after expiration or termination of this
Lease without the written consent of Landlord, Tenant shall pay throughout the
entire holdover period (i.e., the period commencing
on such expiration or termination and continuing until Tenant shall no longer be
holdover in the Leased Premises), as liquidated damages, rent (or a charge in
respect of use and occupancy) at a per diem rate, (A) equal, for each day of the
first one hundred twenty (120) days of such holdover period, to one hundred
twenty-five (125%) percent of the average per diem rate of Rent payable by
Tenant during the last month of the Term, and (B) equal, for each day of the
holdover period thereafter, to one hundred fifty (150%) percent of the average
per diem rate of Rent payable by Tenant during the last month of the Term.
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.




(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 ten
percent (110%) of the Annual Basic Rent applicable to such Leased Premises
immediately prior to such holdover.




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7.7
            Subordination




(a)           Landlord
represents to Tenant that, as of the date of this Lease, (i) except for the
Existing Mortgages (if any) identified in Section 15.1 hereof,
there are no Mortgages affecting the Property, and (ii) except for the Existing
Overleases (if any) identified in Section 15.2 hereof,
there are no Overleases affecting the Property.




(b)           This
Lease shall be and remain superior to any and all Mortgages which may hereafter
take effect, unless and until, in the case of any such Mortgage, the Mortgagee
thereunder and Tenant shall execute, acknowledge and deliver a Mortgage SNDA (in
which event this Lease shall be subordinated to such Mortgage pursuant to such
Mortgage SNDA). If, in the case of any Mortgage that hereafter takes effect, (i)
Landlord shall deliver to Tenant a form of Mortgage SNDA (i.e., an agreement meeting
the definition thereof herein-above set forth) executed and acknowledged by the
Mortgagee thereunder, together with Landlord’s written request that Tenant
counter-execute, acknowledge and deliver the same, and (ii) such Mortgagee shall
be an institutional lender that is not an Affiliate of Landlord, then Tenant
shall counter-execute, acknowledge and deliver such Mortgage SNDA within the
period of twelve (12) Business Days thereafter. Furthermore, if (x) Tenant shall
fail to counter-execute, acknowledge and deliver such Mortgage SNDA within such
twelve (12) Business Day period, and (y) such failure shall continue for a
period of five (5) Business Days after delivery of a notice from Landlord
indicating such failure, which notice shall refer to this Section 7.7(b)
and recite, in all capital letters (or other prominent display), the provisions
of this Section 7.7(b),
then Tenant shall be deemed to have counter-executed, acknowledged and delivered
such Mortgage SNDA.




(c)           This
Lease shall be and remain superior to any and all Overleases which may hereafter
take effect, unless and until, in the case of any such Overlease, the Overlessor
thereunder and Tenant shall execute, acknowledge and deliver an Overlease SNDA
(in which event this Lease shall be subordinated to such Overlease pursuant to
such Overlease SNDA). If, in the case of any Overlease hereafter entered into as
part of a Sale-Leaseback Transaction,, (i) Landlord shall deliver to Tenant a
form of Overlease SNDA (i.e., an agreement meeting
the definition thereof herein-above set forth) executed and acknowledged by the
Overlessor thereunder, together with Landlord’s written request that Tenant
counter-execute, acknowledge and deliver the same, and (ii) such Overlessor
shall be an institutional lender that is not an Affiliate of Landlord, then
Tenant shall counter-execute, acknowledge and deliver such Overlease SNDA within
the period of twelve (12) Business Days thereafter. Furthermore, if (x) Tenant
shall fail to counter-execute, acknowledge and deliver such Overlease SNDA
within such twelve (12) Business Day period, and (y) such failure shall continue
for a period of five (5) Business Days after delivery of a notice from Landlord
indicating such failure, which notice shall refer to this Section 7.7(c)
and recite, in all capital letters (or other prominent display), the provisions
of this Section 7.7(c),
then Tenant shall be deemed to have counter-executed, acknowledged and delivered
such Overlease SNDA.




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7.8
            Estoppel
      Certificate




At the
request of either Landlord or Tenant, the other party will execute within twelve
(12) Business Days from the date of receipt of the request, from time to time,
an estoppel certificate substantially in the form attached as Exhibit E hereto, or
in such other form as may be reasonably requested by the requesting party (so
long as such other form contains only those statements set forth on the form
attached as Exhibit
E hereto, and other statements confirmatory of reasonably ascertainable
matters regarding the express provisions of this Lease); 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 expressly requiring that Tenant or Landlord execute any
estoppel certificate, SNDA or other document, is subject to the requirements
that, except as provided in this Lease or otherwise agreed to, no such estoppel
certificate, SNDA or other document shall (i) effect (or purport to effect)
either (x) any diminution of Tenant’s or Landlord’s rights provided for in this
Lease, or (y) any increase in Tenant’s or Landlord’s obligations provided for in
this Lease, or (ii) impose any additional liability or costs upon Tenant or
Landlord beyond that contemplated by this Lease; and any statements contained in
any estoppel certificate regarding Lease defaults or breaches shall be limited
to the actual knowledge of the signing representative.




7.10
            Interest Holder
      Privileges




If, as
and when Tenant shall give any Landlord Default Notice hereunder, Tenant shall
give a copy of such notice to any Interest Holder whose address shall have been
furnished to Tenant, such copy to be delivered to said Interest Holder at the
same time such notice is delivered to Landlord. Without limitation of the
requirements of any SNDA between Tenant and any such Interest Holder, Tenant
hereby agrees to accept a cure of any such default by Landlord hereunder from
any such Interest Holder (with the same force and effect as though cured by
Landlord), but only during the same period that Landlord is entitled to effect
such cure. Nothing contained herein shall require Tenant to forbear in the
exercise of any of its rights under Article XIII hereof
for any period after it becomes entitled to exercise its rights thereunder. The
term “Landlord Default
Notice” shall mean (x) any notice sent by Tenant to Landlord pursuant to
any of clauses (i), (ii) or (iii) of Section 13.1(a)
hereof indicating a default by Landlord hereunder, and (y) any 24-hour notice
sent by Tenant to Landlord pursuant to the parenthetical under Section 13.1(b)(ii)
hereof.




ARTICLE
VIII


ASSIGNMENT AND
SUBLETTING




8.1
            General




8.1.1        For
purposes of this Lease, the following terms shall have the following
meanings:




(a)           “Assignment” shall
mean any assignment or other transfer of Tenant’s interest in this Lease
(whether voluntarily, by operation of law or otherwise); it being agreed that a
Change of Control Transaction with respect to Tenant shall also be deemed an
“Assignment” (and shall
be deemed entered into by Tenant), but only if a principal purpose or effect of
such Change in Control Transaction is the transfer of Tenant’s interest in this
Lease.




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(b)           “Change in Control
Transaction,” with respect to a person, shall mean any transaction or
related series of transactions (including any transfer(s) of stock or
partnership, membership or other equity interests) which results, directly or
indirectly, in a change in the control of such person (except, that, as used in
this definition, the term “transaction” shall not
include sales or issuances of stock over a recognized stock exchange or
“over-the-counter” market or otherwise as part of a public
offering).




(c)           “Retail Conversion
Transaction” shall mean either (1) an Assignment which (i) becomes
effective at a time when the Leased Premises include a portion of the Leased
Premises theretofore used as a retail bank branch, (ii) the Net Rentable Area of
such portion of the Leased Premises used as a retail bank branch comprises more
than fifty percent (50%) of the total Net Rentable Area of the Leased Premises,
and (iii) permits the assignee thereunder to use the same for a retail purpose
other than a retail bank branch, or (2) a Sublease which (x) demises a portion
of the Leased Premises theretofore used as a retail bank branch, (y) the Net
Rentable Area of such portion of the Leased Premises used as a retail bank
branch comprises more than fifty percent (50%) of the total Net Rentable Area
demised by such Sublease, and (z) permits the Subtenant thereunder to use the
same for a retail purpose other than a retail bank branch.




8.1.2        Except
for Section 8.5 Transactions and Retail Conversion Transactions, Tenant
shall not enter into an Assignment or a Sublease, other than subject to, and in
accordance with, the provisions of Section 8.2
hereof. Except for Section 8.5 Transactions, Tenant shall not enter into a
Retail Conversion Transaction, other than subject to, and in accordance with,
the provisions of Section 8.3
hereof.




8.2
            Landlord’s General
      Offer Rights




The
following provisions shall apply with respect to (i) any Assignment, other than
an Assignment that is a Section 8.5 Transaction or a Retail Conversion
Transaction, or (ii) any Sublease, other than a Sublease that is either a
Section 8.5 Transaction or a Retail Conversion Transaction:




8.2.1        Tenant,
prior to entering into such an Assignment or Sublease, shall give Landlord
notice of its desire or intention to do so under this Section 8.2
(herein called “Tenant’s Offer
Notice”), which notice shall indicate whether Tenant contemplates an
Assignment, a Sublease or either an Assignment or Sublease, and, as applicable,
shall set forth (i) the earliest possible effective date of such contemplated
Assignment, and/or the earliest possible commencement date under the
contemplated Sublease, and (ii) in the case of a contemplated Sublease demising
less than the entire Leased Premises, set forth a description of the portion(s)
of the Leased Premises to be demised thereunder (the “Contemplated Sublease
Area”).




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8.2.2        Each
Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord, whereby
Landlord, at any time within the period of thirty (30) days after the delivery
of such Tenant’s Offer Notice (which period is herein called “Landlord’s Recapture
Period”), may, at Landlord’s option (such option of Landlord, as
described in either clause (i) or clause (ii) of this sentence, as applicable,
being herein called “Landlord’s Recapture
Option”), either (i) in the case of any Tenant’s Offer Notice that sets
forth either (x) a contemplated Assignment or (y) a contemplated Sublease of the
entire Leased Premises, terminate this Lease (in its entirety), or (ii) in the
case of any other Tenant’s Offer Notice, terminate this Lease as to the
Contemplated Sublease Area. Landlord’s Recapture Option may be exercised only by
notice to Tenant (“Landlord’s Recapture
Notice”) given within Landlord’s Recapture Period.




8.2.3        If,
in any instance that Tenant shall deliver a Tenant’s Offer Notice to Landlord,
Landlord shall exercise Landlord’s Recapture Option, then the following
provisions shall apply:




(a)           Effective
as of the date that is sixty (60) days after the last day of Landlord’s
Recapture Period (or, if later, the date that Tenant included in Tenant’s Offer
Notice as either the earliest possible effective date of the contemplated
Assignment set forth therein, or the earliest possible commencement date of the
contemplated Sublease set forth therein) (such date being herein called the
“Recapture Effective
Date”), this Lease (i) in the case of any Tenant’s Offer Notice that sets
forth either (x) a contemplated Assignment or (y) a contemplated Sublease of the
entire Leased Premises, shall automatically terminate (in its entirety), or (ii)
in the case of any other Tenant’s Offer Notice, shall automatically terminate as
to the Contemplated Sublease Area.




(b)           In
any case described in Section 8.2.3(a)(ii)
that this Lease shall automatically terminate as to the Contemplated Sublease
Area (as opposed to the entirety of the Leased Premises), Landlord, at its
expense, shall perform all the work (if any) required to cause all portions of
the Contemplated Sublease Area to be put in a Separately Leasable
Condition.




(c)           If
there is an NPV Profit Amount with respect to the Leased Premises (in any case
that this Lease shall terminate in its entirety) or the Contemplated Sublease
Area (in any case that this Lease shall terminate as to the Contemplated
Sublease Area), then Landlord, within thirty (30) days after the Recapture
Effective Date (or, if later, within thirty (30) days after the final
determination of the applicable Fair Market Rental Value Per RSF as between
Landlord and Tenant), shall pay to Tenant an amount equal to fifty percent (50%)
of such NPV Profit Amount. In that regard:




(1)           The
term “NPV Profit
Amount” shall mean, with respect to the Leased Premises or any portion
thereof, an amount, determined as of the Recapture Effective Date, equal to the
excess
(if any) of
(1) the net present value of all fixed rent that would have been payable to
Tenant by a Subtenant under a hypothetical Sublease that (i) demises the Leased
Premises (or the applicable portion thereof) for a hypothetical term commencing
on the Recapture Effective Date and ending on the last day of the Term
(determined without regard to any unexercised Renewal Options), (ii) provides
for fixed rent to be payable at a rate equal to the Fair Market Rental Value Per
RSF of the Leased Premises (or the applicable portion thereof) multiplied by the Net
Rentable Area thereof, and (iii) is otherwise consistent with the assumptions
and criteria set forth in the definition of Fair Market Rental Value Per RSF
hereunder (i.e., the
same,inter alia, (x)
provides for additional rent to paid by the Subtenant upon all the same terms
and conditions of this Lease, i.e., a direct pass-through
of all additional rent payable hereunder with respect to the space demised by
such hypothetical Sublease, and (y) does not provide for any workletter,
improvement or other allowance or contribution, or period of free rent or rent
abatement) (which net present value shall be determined using a discount rate
equal the Prime Rate, and discounting the same from the dates that such fixed
rent amounts would be payable to Tenant by such Subtenant under such
hypothetical Sublease to the Recapture Effective Date), over
(2) the sum of(A) the
net present value of all Annual Basic Rent which shall would have accrued under
this Lease with respect to the Leased Premises (or the applicable portion
thereof) during such hypothetical term (which net present value shall be
determined using a discount rate equal the Prime Rate, and discounting the same
from the dates that such Annual Basic Rent amounts would be payable by Tenant
hereunder to the Recapture Effective Date) plus (B) the estimated cost,
if any, that Tenant would have incurred in connection with such hypothetical
Sublease to perform the work required to cause all portions of the Contemplated
Sublease Area to be put in Separately Leasable Condition (which estimate shall
be determined by agreement of the parties, acting reasonably, and, failing such
an agreement, by an arbitration pursuant to the provisions of Article XII
hereof).




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(2)           For
a period of thirty (30) days after the delivery of Landlord’s Recapture Notice,
Landlord and Tenant shall endeavor to reach agreement as to such Fair Market
Rental Value Per RSF for the Leased Premises (in any case that this Lease shall
terminate in its entirety) or the Contemplated Sublease Area (in any case that
this Lease shall terminate as to the Contemplated Sublease Area). If Landlord
and Tenant are unable to reach a definitive agreement as to such Fair Market
Rental Value Per RSF within such 30-day period, then either Landlord or Tenant,
by written notice thereof to the other party, may cause such Fair Market Rental
Value Per RSF to be submitted for determination in accordance the provisions of
subsections (1)
through (3) of
Section 1.4(e)
hereof, which subsections shall be applied, mutatis mutandis, to the
determination of such Fair Market Rental Value Per RSF, and the rights and
obligations of the parties in respect thereof.




8.2.4    
   If, in any instance that Tenant shall deliver a Tenant’s Offer
Notice to Landlord, Landlord shall not exercise Landlord’s Recapture Option,
then Tenant, within the period of two hundred seventy (270) days after the
expiration of Landlord’s Recapture Period (which period is herein called the
“Tenant’s Transfer
Period”), shall have the right (without any need to obtain Landlord’s
consent) to enter into any Assignment or one or more Subleases of the Leased
Premises (or any portion thereof), or, if applicable, the Contemplated Sublease
Area (or any portion thereof), provided, that, in each case,
at least ten (10) Business Days prior to the effective date of any such
Assignment, or the commencement date of any such Sublease, Tenant shall deliver
to Landlord a notice (each, a “Tenant’s Transfer
Notice”) describing the same, which notice shall (i) in case of an
Assignment, set forth the identity of the prospective assignee, and be
accompanied by a true and complete copy of the instrument of Assignment (which
instrument shall be fully executed and delivered between Tenant and the
assignee), and (ii) in case of a Sublease, set forth the identity of the
prospective Subtenant, and be accompanied by a true and complete copy of the
Sublease (which Sublease shall be fully executed and delivered between Tenant
and the Subtenant).  Notwithstanding anything to the contrary in this
Section 8.2.4, Tenant shall not have the right to enter into a Retail Conversion
Transaction without first complying with Section 8.3 hereof.




8.2.5        Upon
the expiration of the Tenant’s Transfer Period with respect to a particular
Tenant’s Offer Notice, Tenant shall no longer have the right to enter into any
Assignment or one or more Subleases of the Leased Premises (or any portion
thereof), or, if applicable, the Contemplated Sublease Area (or any portion
thereof) as herein-above provided in this Section 8.2,
unless and until (i) Tenant shall deliver another Tenant’s Offer Notice, and
(ii) another Tenant’s Transfer Period shall thereafter become applicable as
herein-above provided in this Section 8.2.




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8.3
            Landlord’s Offer
      Rights For Retail Conversion
Transactions




The
following provisions shall apply with respect to any Retail Conversion
Transaction, other than a Section 8.5 Transaction:




8.3.1        Tenant
shall not enter into a prospective Retail Conversion Transaction unless Tenant,
at least thirty (30) days prior to the proposed effective date or commencement
date thereof, gives Landlord a notice under this Section 8.3
describing the prospective Retail Conversion Transaction (herein called “Tenant’s RCT
Notice”), which notice shall (i) state that the proposed transaction
would be a Retail Conversion Transaction under this Article VIII, (ii) set forth
the identity of the prospective assignee or Subtenant, and (iii) be accompanied
by either (A) a true and complete copy of the instrument of Assignment or the
Sublease in question  (fully executed and delivered between Tenant and
the assignee or Subtenant, as the case may be, but expressly providing that it
shall not become effective or commence unless and until Landlord’s RCT
Termination Option shall have lapsed as herein-below described), or (B) a letter
of intent (fully executed and delivered between Tenant and the assignee or
Subtenant, as the case may be) setting forth the material terms and conditions
of the prospective Retail Conversion Transaction, including (x) the earliest
possible effective date of such prospective Assignment, and/or the earliest
possible commencement date under such prospective Sublease, and (y) in the case
of a contemplated Sublease demising less than the entire Leased Premises, set
forth a description of the portion(s) of the Leased Premises to be demised
thereunder.




8.3.2        Each
Tenant’s RCT Notice shall be deemed an offer from Tenant to Landlord, whereby
Landlord, at any time within the period of thirty (30) days after the delivery
of such Tenant’s RCT Notice (which period is herein called “Landlord’s RCT
Period”), may, at Landlord’s option (such option of Landlord being herein
called “Landlord’s RCT
Termination Option”), either (i) in the case of a prospective Assignment,
or a prospective Sublease of the entire Leased Premises, terminate this Lease
(in its entirety), or (ii) in the case of a prospective Sublease of less than
the entire Leased Premises, terminate this Lease as to the portion of the Leased
Premises to be demised thereby. Landlord’s RCT Termination Option may be
exercised only by notice to Tenant (“Landlord’s RCT Termination
Notice”) given within Landlord’s RCT Period.




8.3.3        If,
in any instance that Tenant shall deliver a Tenant’s RCT Notice to Landlord,
Landlord shall exercise Landlord’s RCT Termination Option, then the following
provisions shall apply:




(a)           Effective
as of the last day of the Landlord’s RCT Period (or, if later, the date that
Tenant included in Tenant’s RCT Notice as either the earliest possible effective
date of the prospective Assignment set forth therein, or the earliest possible
commencement date of the prospective Sublease set forth therein) (herein called
the “RCT Termination
Date”), this Lease shall (i) in the case of a prospective Assignment or a
prospective Sublease of the entire Leased Premises, automatically terminate (in
its entirety), or (ii) in the case of a prospective Sublease of less than the
entire Leased Premises, automatically terminate as to the portion of the Leased
Premises to be demised thereby.




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(b)           In
the case of a prospective Sublease of less than the entire Leased Premises,
Landlord, at its expense, shall perform all the work (if any) required to cause
such area(s) to be put in a Separately Leasable Condition.




(c)           If
there is an NPV Profit Amount with respect to the Leased Premises (in any case
that this Lease shall terminate in its entirety) or the portion the Leased
Premises as to which this Lease is terminated (in any case that this Lease shall
terminate as to less than the entire Leased Premises), then Landlord, within
thirty (30) days after the RCT Termination Date (or, if later, within thirty
(30) days after the final determination of the applicable Fair Market Rental
Value Per RSF as between Landlord and Tenant), shall pay to Tenant an amount
equal to fifty percent (50%) of such NPV Profit Amount. In that
regard:




(1)           The
definition of NPV Profit Amount shall be applied using the RCT Termination Date
(as opposed to the Recapture Effective Date).




(2)           For
a period of thirty (30) days after the delivery of Landlord’s RCT Termination
Notice, Landlord and Tenant shall endeavor to reach agreement as to such Fair
Market Rental Value Per RSF for the Leased Premises (in any case that this Lease
shall terminate in its entirety) or the portion the Leased Premises as to which
this Lease is terminated (in any case that this Lease shall terminate as to less
than the entire Leased Premises). If Landlord and Tenant are unable to reach a
definitive agreement as to such Fair Market Rental Value Per RSF within such
30-day period, then either Landlord or Tenant, by written notice thereof to the
other party, may cause such Fair Market Rental Value Per RSF to be submitted for
determination in accordance the provisions of subsections (1) through (3) of Section 1.4(e)
hereof, which subsections shall be applied, mutatis mutandis, to the
determination of such Fair Market Rental Value Per RSF, and the rights and
obligations of the parties in respect thereof.




8.3.4     
  In any instance that Tenant shall deliver a Tenant’s RCT Notice to
Landlord, if Landlord shall not exercise Landlord’s RCT Termination Option, then
(i) in any case that an instrument of Assignment or Sublease accompanied such
Tenant’s RCT Notice, the same may become effective or commence in accordance
with its terms (without any need to obtain Landlord’s consent thereto), or (ii)
in any case that a letter of intent describing a Retail Conversion Transaction
accompanied such Tenant’s RCT Notice, Tenant (without any need to obtain
Landlord’s consent thereto) shall have the right, for a period of two hundred
seventy (270) days after the expiration of Landlord’s RCT Period, to enter into
the Retail Conversion Transaction so described, substantially upon all the terms
and conditions set forth in such letter of intent (and with no change in the
permitted use set forth in such letter of intent), whereupon Tenant shall
deliver to Landlord a true and compete copy of the instrument of Assignment or
Sublease in question. In the latter case, if the instrument of Assignment or
Sublease is not fully entered into within such 270-day period, then Tenant shall
no longer have the right to enter into the same unless and until it again
complies with the foregoing provisions of this Section 8.3.




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8.4
            Profit Payments Re:
      Certain Assignments and
Subleases




With
respect to any Assignment or Sublease entered into pursuant to Section 8.2 or
8.3 hereof, the
following shall apply:




8.4.1        In
the case of an Assignment, Tenant, within thirty (30) days after it shall
receive any consideration from the assignee for such Assignment, shall pay to
Landlord an amount equal to fifty percent (50%) of the amount thereof, but only
to if, and to the extent that, such consideration exceeds the sum of (i) any inducements
provided or paid by Tenant to the assignee in respect of such Assignment, plus (ii) the cost of any
other work performed by Tenant in respect of such Assignment, plus (iii) any and all
out-of-pocket advertising expenses, brokerage commissions and legal expenses
paid or incurred by Tenant in connection with such Assignment.




8.4.2        In
the case of a Sublease, Tenant, within thirty (30) days after the close of each
calendar year during the Term in which such Sublease shall be in effect, shall
pay to Landlord an amount equal to fifty percent (50%) of the Net Sublease
Consideration with respect to such Sublease for such calendar year, but only to
if, and to the extent that, such Net Sublease Consideration exceeds the sum of (i) any inducements
provided or paid by Tenant to the Subtenant pursuant to such Sublease, plus (ii) the cost of any
other work performed by Tenant in respect of such Sublease (including demising
work), plus (iii) any
and all out-of-pocket advertising expenses, brokerage commissions and legal
expenses paid or incurred by Tenant in connection with such Sublease. The term
“Net Sublease
Consideration”, with respect to any Sublease, shall, for any calendar
year, mean the positive excess (if any) of (x) all rents, additional
charges or other consideration paid to Tenant by the Subtenant under such
Sublease during such calendar year, over (y) the Annual Basic
Rent and Additional Rent accruing under this Lease with respect to the space
demised by such Sublease (determined on a pro-rated rentable square foot basis)
during such calendar year (or the portion thereof for which such Sublease was in
effect).




8.5
            Transactions Exempt
      From Section 8.2, 8.3 and
8.4




8.5.1        Notwithstanding
anything to the contrary contained herein, Tenant, from time to time, and at any
time, during the Term, shall have the absolute right (without any need to obtain
Landlord’s consent, and without any need to comply with the provisions of Sections 8.2, 8.3 or 8.4 hereof, but
subject, as applicable, to the provisions of Sections 8.5.2 and
8.6 hereof) to
enter into one or more of the following transactions (each, a “Section 8.5
Transaction”):




(a)           An
Assignment to any person with which, or into which, Tenant is merged or
consolidated, or to which all or substantially all of Tenant’s assets are
transferred, so long as the transfer of Tenant’s interest in this Lease is not a
principal purpose or effect of such merger, consolidation or asset
transfer.




(b)           An
Assignment or Sublease that constitutes a part of, or is incident to, a Bank
Divestiture Transaction. The term “Bank Divestiture
Transaction” shall mean a transaction whereby Tenant sells, conveys or
otherwise divests itself of certain loans and/or deposits derived from any
retail banking operations located within the Leased Premises the terms of which
include the transfer of all or any portion of the Leased Premises from which the
respective loans and/or deposits originate.




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(c)           An
Assignment or Sublease to any person that acquires any separate division of, or
operational group within, Tenant (each, a “Tenant Business
Group”), but only if, immediately prior to such acquisition, (i) in the
case of an Assignment, such Tenant Business Group occupied a part of the Leased
Premises, or (ii) in the case of a Sublease, such Tenant Business Group occupied
a part of the portion(s) of the Leased Premises demised by such
Sublease.




(d)           An
Assignment or Sublease to any Affiliate of Tenant.




(e)           A
Sublease to any person if the term of such Sublease (assuming all options to
extend or renew the term thereof are exercised) is equal to, or less than, five
(5) years.




8.5.2        Within
ten (10) days after entering into any Section 8.5 Transaction, Tenant shall
notify Landlord thereof, and furnish Landlord with a duplicate original of
either (i) the instrument effecting the Assignment, which shall be duly executed
by assignor and assignee, or (ii) the Sublease, which shall be duly executed by
Tenant and the Subtenant.




8.5.3        Notwithstanding
anything contained in this Article VIII, Tenant
shall have the absolute right, from time to time, and at any time, during the
Term, to permit its Affiliates to utilize any portion(s) of the Leased Premises
without the necessity of a Sublease (in which event, the provisions of this
Article VIII,
including the provisions of Section 8.5.2
above, shall not apply).




8.6
            Miscellaneous




8.6.1        No
termination of this Lease pursuant to either Section 8.2.3(a) or
Section
8.3.3(a) shall release Landlord or Tenant from any obligations accruing
under the Lease prior to the date of such termination unless (and to the extent)
agreed by the parties hereto in writing.




8.6.2        Except
as provided in Section 8.8
hereof, no Assignment or Sublease (whether a Section 8.5 Transaction or
effected pursuant to Section 8.2 or
8.3 hereof)
shall have the effect of releasing Tenant from any of its obligations under this
Lease (including its obligation to pay Rent).




8.6.3        All
Subleases shall be subject and subordinate to this Lease and the terms and
conditions hereof; and each Sublease shall expressly so provide. No Sublease
shall be for a term ending later than one (1) day prior to the then expiration
date of this Lease.




8.6.4        If
an Event of Default shall occur, then Landlord, thereafter, at its option, and
without waiving the same, may collect from any then existing Subtenant, the rent
and additional rent due under its Sublease (in which event, Landlord shall apply
the same against the Rent).




8.6.5        Tenant
shall not have the right to enter into an Assignment or Sublease to any person
enjoying sovereign or diplomatic immunity. In addition, no Assignment or
Sublease shall permit the Leased Premises, or any portion thereof, to be used
(i) for any Prohibited Uses, or (ii) for any other use not permitted under Section 1.5
hereof. No Assignment or Sublease shall be effective to enlarge Landlord’s
obligations under this Lease, which shall remain solely as set forth
herein.




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8.6.6        No
Subtenant shall assign its interest under its Sublease, or sub-sublease the
whole or any part of the space demised by its Sublease, without first obtaining
the consent of Landlord thereto (which consent shall not be unreasonably
withheld); provided, however, that
Landlord’s consent shall not be required to any such assignment or sub-sublease
if the same would have constituted a Section 8.5 Transaction (other than a
transaction described in Section 8.5(e)) if
entered into by Tenant hereunder (as opposed to such Subtenant).




8.7
            Sublease
      SNDAs




8.7.1        Landlord
hereby agrees to enter into a Sublease SNDA with each Subtenant under an
Eligible Sublease, subject to, and in accordance with, the provisions of this
Section 8.7. As
used herein, the term “Eligible Sublease”
shall mean a Sublease entered into by and between Tenant and a Subtenant
consistent with the terms of this Article VIII, and
which (i) demises a portion(s) of the Leased Premises containing either (x) a
full floor of the Building (i.e., all the Leasable Area
on a floor of the Building), or (y) not less than 5,000 RSF of Net Rentable Area
(in the aggregate), and (ii) has a term of at least five (5) years.




8.7.2   
    If, in the case of any Eligible Sublease, Tenant shall
deliver to Landlord a form of Sublease SNDA (i.e., an agreement meeting
the definition thereof herein-above set forth) executed and acknowledged by the
Subtenant thereunder, together with Tenant’s written request that Landlord
counter-execute, acknowledge and deliver the same, then Landlord shall
counter-execute, acknowledge and deliver such Sublease SNDA within the period of
twelve (12) Business Days thereafter. Furthermore, if (x) Landlord shall fail to
counter-execute, acknowledge and deliver such Sublease SNDA within such twelve
(12) Business Day period, and (y) such failure shall continue for a period of
five (5) Business Days after delivery of a notice from Tenant indicating such
failure, which notice shall refer to this Section 8.7.2
and recite, in all capital letters (or other prominent display), the provisions
of this Section 8.7.2,
then Landlord shall be deemed to have counter-executed, acknowledged and
delivered such Sublease SNDA.




ARTICLE
IX


TRANSFERS OF LANDLORD'S
ESTATE11




ARTICLE
X


EXPANSION
RIGHTS




10.1
            Tenant Expansion
      Notices




If Tenant
desires to Lease additional Leasable Areas hereunder, Tenant shall have the
right, from time to time during the Term (but not more frequently than one time
every six (6) months), to request that Landlord advise Tenant (any such request,
a “Tenant Expansion
Notice”) of all the Leasable Areas that are then available for leasing or
which are scheduled to become available for leasing within the next eighteen
(18) months (all such Leasable Areas, at any time, being herein called “Available Leasable
Areas”).





11
            Insert
      appropriate version of Article IX into each Lease at Closing, per the
      provisions of Section 25 of the Purchase
  Agreement.




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10.2
            Landlord Expansion
      Response




Landlord
shall, within fifteen (15) days following Landlord’s receipt of a Tenant
Expansion Notice, respond to Tenant’s inquiry (any such response, a “Landlord Expansion
Response”) by advising Tenant of (a) all the Available Leasable Areas,
including the approximate Net Rentable Area, location and configuration thereof,
(b) the date(s) by which Landlord anticipates that the Available Leasable Areas
will become available for leasing (such date with respect to any Available
Leasable Area being herein called the “Availability Date”),
and (c) Landlord’s opinion of the Fair Market Rental Value Per RSF of the
Available Leasable Areas. If there are then no Available Leasable Areas, then
Landlord Expansion Response shall so state.




10.3
            Expansion Space
      Leases




Tenant,
from and after its receipt of any Landlord Expansion Response, shall have the
right (each, an “Expansion Right”) to
lease hereunder all, or one or more portions, of the Available Leasable Areas
identified in such Landlord Expansion Response (the portions of the Available
Leasable Areas as to which Tenant exercises its Expansion Right being herein
called “Expansion
Space”), either, at Tenant’s election, (A) on a coterminous basis as
herein-after provided (any such Expansion Space being herein called “Coterminous Expansion
Space”) (provided, that Tenant may not elect to lease Expansion Space on
coterminous basis under this clause (A) after the expiration of the fifteenth
(15th) Lease Year), or (B) on a short term basis as herein-after provided (any
such Expansion Space being herein called “Short-Term Expansion
Space”). Tenant shall exercise an Expansion Right by written reply to a
Landlord Expansion Response (each, an “Expansion Space
Acceptance”), which shall specify, with particularity, (i) the Expansion
Space, including the location, approximate Net Rentable Area and configuration
of the same, (ii) whether Tenant is electing to lease such Expansion Space as
Coterminous Expansion Space or Short-Term Expansion Space, and (iii) in any case
that Tenant elects to lease such Expansion Space as Short-Term Expansion Space,
whether or not Tenant agrees with Landlord’s opinion of the Fair Market Value
Per RSF of such Expansion Space. Tenant’s right to specify Expansion Space
comprising less than all of the Available Leasable Areas identified in the
Landlord Expansion Response shall be qualified by the requirement that Tenant
may only specify Expansion Space comprised of less than all the Available
Leasable Areas on a particular floor of the Building if the portion of the
Available Leasable Areas on such floor that is not so specified is of a size and
configuration that makes it separately leasable to third party
tenants.




For a
period of seven (7) Business Days after its receipt of the Landlord Expansion
Response (“Tenant’s
Exclusive Period”), Tenant's Expansion Right shall be an exclusive right
or option (i.e., not
subject to any Third Party Leasing Rights, except as provided in Section 10.4(a)
hereof); after Tenant's Exclusive Period, Tenant's Expansion Right shall be a
non-exclusive right or option (i.e., subject to any Third
Party Leasing Rights granted after the end of Tenant's Exclusive Period and
prior to the delivery of the Expansion Acceptance).





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All
Expansion Space shall be added to the Leased Premises, upon, subject to, and in
accordance with, the provisions:


(a)           Landlord
shall deliver to Tenant, and Tenant shall accept, the Expansion Space in its “AS
- IS” condition (as of the date of the Expansion Space Acceptance), except that
Landlord, at its expense, shall cause the same to be placed in Separately
Leasable Condition. Tenant shall be solely responsible for all the costs of
Tenant’s moving into and making the Expansion Space ready for Tenant’s initial
use and occupancy, including the making of any Alterations, which shall be
performed by Tenant in conformity with the provisions of Section 5.2
hereof.




(b)           Landlord
shall deliver exclusive vacant possession of the Expansion Space to Tenant (in
such required condition) on, or prior to, the date (the “Scheduled Delivery
Date”) that is later of (i) the Availability Date with respect to such
Expansion Space, and (ii) the date that is thirty (30) days after Tenant’s
delivery of the Expansion Space Acceptance (the term “Actual Delivery Date”
shall mean the date, if any, that Landlord actually delivers exclusive vacant
possession of the Expansion Space to Tenant (in the required condition)). If, by
reason of one or more Force Majeure Events, Landlord is unable to cause the
Actual Delivery Date to occur on or prior to the Scheduled Delivery Date, then
Landlord shall use all commercially reasonable efforts to cause the Actual
Delivery Date to occur as soon as possible thereafter (such obligation to use
reasonable efforts to include, in cases of the holdover of a prior tenant or
occupant, the institution and prosecution of holdover or other appropriate
proceedings against such prior tenant or occupant). If, for any reason, the
Actual Delivery Date does not occur on or prior to the date that is sixty (60)
days after the Scheduled Delivery Date, then, at any time thereafter until the
Actual Delivery Date shall occur, Tenant shall have the right (at its option) to
rescind its delivery of the Expansion Space Acceptance with respect to such
Expansion Space (it being agreed that such rescission right shall be Tenant’s
sole remedy if Landlord’s inability to cause the Actual Delivery Date to occur
on or prior to the Scheduled Delivery Date was the result of Force Majeure
Events and Landlord complied with its aforesaid obligation to use reasonable
efforts).




(c)           The
Expansion Space shall be added to the Leased Premises effective as of the later
to occur of (i) the Scheduled Delivery Date, and (ii) the Actual Delivery
Date.




(d)           In
the case of Coterminous Expansion Space:




(1)           (i)
the initial term of this Lease with respect to Coterminous Expansion Space shall
be the balance of the Initial Term (i.e., the period commencing
on the date such Coterminous Expansion Space is added to the Leased Premises and
ending on the Expiration Date), and (ii) the provisions of Section 1.4
hereof shall apply to such Coterminous Expansion Space with respect to all
Renewal Options and/or Renewal Terms, as fully and completely as the same apply
to the balance of the Leased Premises; and




(2)           except
as provided in Section
10.3(g) below, the Annual Basic Rent for the Coterminous Expansion Space
shall be payable at the same rate as that applicable to the balance of the Base
Leased Premises (i.e.,
at a rate, per RSF, equal to the Annual Basic Rent Factor from time to time in
effect), and, accordingly, upon the date that the Coterminous Expansion Space is
added to the Leased Premises, the Annual Basic Rent hereunder shall be adjusted
based on the addition of the Net Rentable Area of the Coterminous Expansion
Space to the Net Rentable Area of the Leased Premises.





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(e)           In
the case of Short-Term Expansion Space:




(1)           (i)
with respect to Short-Term Expansion Space added during the Initial Term, (A)
the initial term of this Lease with respect to the Short-Term Expansion Space
shall be a period equal to the shorter of (x) five (5) years (i.e., the period commencing
on the date such Short-Term Expansion Space is added to the Leased Premises and
ending on the day immediately prior to the fifth (5th)
anniversary of such date) or (y) the then remaining balance of the Initial Term
(i.e., the period
commencing on the date such Short-Term Expansion Space is added to the Leased
Premises and ending on the Expiration Date), and (B) from and after such initial
term (and until the end of the Initial Term), Tenant shall have the right(s) to
renew the term of this Lease with respect to such Short-Term Expansion Space for
one or more special renewal periods, as Tenant may elect, each equal to the
lesser of (x) five (5) years or (y) the then remaining balance of the Initial
Term, each such right to be exercisable, by written notice to Landlord, given
not less than nine (9) months prior to the expiration of the then current term
of this Lease with respect to the Short-Term Expansion Space, (ii) with respect
to Short-Term Expansion Space added during a Renewal Term, the initial term of
this Lease with respect to the Short-Term Expansion Space shall be a period
equal to the balance of such Renewal Term (i.e., the period commencing
on the date such Short-Term Expansion Space is added to the Leased Premises and
ending on the last day of such Renewal Term), and (iii) in either case, the
provisions of Section 1.4
hereof shall apply to Short-Term Expansion Space with respect to all outstanding
Renewal Options and/or Renewal Terms (as of the date such Short-Term Expansion
Space is added to the Leased Premises), as fully and completely as the same
apply to the balance of the Leased Premises; and




(2)           except
as provided in Section 10.3(g)
below, the Annual Basic Rent for such Short-Term Expansion Space, for the
initial term of this Lease with respect to such Short-Term Expansion Space, and,
if applicable, for each of the special renewal periods described in Section 10.3(e)(1)(i)(B)
above, shall be payable based on a STAS Basic Rental Factor equal to the Fair
Market Rental Value Per RSF for such Short-Term Expansion Space; it being agreed
that the Fair Market Rental Value Per RSF for such Short-Term Expansion Space
shall be determined separately for each of the initial term of this Lease and
each of such special renewal periods in accordance with the
following:




(A)           in
the case of such initial term, until the date that is sixty (60) days following
the delivery of the Expansion Space Acceptance, Landlord and Tenant shall
endeavor to reach agreement as to such Fair Market Rental Value Per
RSF;




(B)           in
the case of each such special renewal period, within thirty (30) days following
the date of Tenant’s exercise of such renewal right(s), Landlord shall deliver
to Tenant, a proposal setting forth Landlord’s determination of the Fair Market
Rental Value Per RSF for such Short-Term Expansion Space for such special
renewal period, and, thereafter, and until the date that is sixty (60) days
following the date of Tenant’s exercise of such renewal right(s), Landlord and
Tenant shall endeavor to reach agreement as to such Fair Market Rental Value Per
RSF; and





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(C)           in
either case, if Landlord and Tenant are unable to reach a definitive agreement
as to such Fair Market Rental Value Per RSF within sixty (60) days following the
delivery of the Expansion Space Acceptance (in the case of such initial term),
or the date of Tenant’s exercise of such renewal right(s) (in the case of each
such special renewal period), then either Landlord or Tenant, by written notice
thereof to the other party, may cause such Fair Market Rental Value Per RSF to
be submitted for determination in accordance the provisions of subsections (1) through (5) of Section 1.4(e)
hereof, which subsections shall be applied, mutatis mutandis, to the
determination of such Fair Market Rental Value Per RSF, and the rights and
obligations of the parties in respect thereof.




(f)           Except
as provided in Section 10.3(g)
below, Additional Rent shall be payable with respect to any Expansion Space on
the same basis as the same is payable with respect to the balance of the Leased
Premises, and, accordingly, upon the date that the Expansion Space is added to
the Leased Premises, Tenant’s Occupancy Percentage shall be adjusted based on
the addition of the Net Rentable Area of the Expansion Space to the Net Rentable
Area of the Leased Premises.




(g)           Notwithstanding
the foregoing provisions of this Section 10.3,
all Rent (including all Annual Basic Rent and Additional Rent) otherwise payable
with respect to any Expansion Space shall be fully abated until the earlier of
(i) the date Tenant commences its normal business operation in such Expansion
Space, and (ii) the date that is ninety (90) days following the date that such
Expansion Space is added to the Leased Premises pursuant to Section 10.3(c)
above.




(h)           Subject
to the foregoing provisions of this Section 10.3,
and except as otherwise expressly provided herein, all the other then executory
terms and conditions of this Lease shall apply to any Expansion Space as fully
and completely as the same apply to the balance of the Leased
Premises.




10.4
            Subordination of
      Expansion Space Rights




(a)           Anything
herein contained to the contrary notwithstanding, Tenant’s Expansion Rights as
provided in this Article X with
respect to any Leasable Area are and shall be subordinate to any Third Party
Leasing Rights with respect to such Leasable Area that are outstanding as of the
date of Tenant’s Expansion Notice. The term “Third Party Leasing
Rights”, with respect to any Leasable Area, shall mean any rights granted
to any third party to lease such Leasable Area (including any such rights
granted to other tenants of the Property pursuant to their leases, and any
rights granted to other third parties pursuant to a letter of intent executed by
Landlord).




(b)           For
purposes of this Article X, no
Leasable Areas shall be considered “available for leasing” if,
and for so long as, any Third Party Leasing Rights with respect to such Leasable
Area are then outstanding. Nevertheless, if Tenant, in any Tenant Expansion
Notice, shall so request, then Landlord, in its Landlord Expansion Notice, shall
(i) identify any Leasable Areas that would then constitute Available Leasable
Areas, but for the existence of outstanding Third Party Leasing Rights with
respect thereto, and (ii) briefly describe such Third Party Leasing
Rights.





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(c)           Following
the delivery of any Tenant's Expansion Notice, Landlord, during the period
commencing on the date of such Tenant's Expansion Notice and ending on the last
day of Tenant’s Exclusive Period, shall not (i) lease any Leasable Area which
was available for
leasing on the date of Tenant's Expansion Notice, or (ii) grant any Third
Party Leasing Rights.




(d)           Nothing
contained in this Article X is
intended, nor may anything herein be relied upon by Tenant, as a representation
by Landlord or any other person as to the nature and extent of the Available
Leasable Areas that may exist from time to time. Without limiting the foregoing,
Landlord, subject to the provisions of Section 14.20
hereof, may convert any Leasable Area to offices for marketing or property
management purposes, without notifying or offering such space to Tenant, or
otherwise implicating Tenant’s Expansion Rights.




10.5
            Duration




Tenant’s
Expansion Rights under this Article X shall
continue until there are fewer than twelve (12) months then remaining in the
Term, and Tenant shall no longer have any outstanding Renewal
Options.




10.6
            Disputes




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




ARTICLE
XI


TERMINATION
RIGHTS




11.1
            Wachovia’s Termination
      Right




(a)           Subject
to the terms and conditions of this Article XI, during
the Initial Term of this Lease (but not during any Renewal Term), Wachovia shall
have the right (herein called “Wachovia’s Termination
Right”), exercisable from time to time, to terminate this Lease with
respect to all or any portion(s) of the then Leased Premises (other than the
whole or any portion(s) of any Short-Term Additional Space then constituting a
part of the Leased Premises). Wachovia may exercise Wachovia’s Termination Right
only by written notice to Landlord (each, a “Termination Rights Exercise
Notice”), which shall (i) indicate whether Wachovia is exercising
Wachovia’s Termination Right with respect to the entirety of the then Leased
Premises (which may be done only if no Short-Term Additional Space then
constitutes a part of the Leased Premises), or less than the entirety of the
then Leased Premises, (ii) in any case that Wachovia is exercising Wachovia’s
Termination Right with respect to less than the entirety of the then Leased
Premises, specify, with particularity, the portion(s) of the Leased Premises
with respect to which Wachovia’s Termination Right is being exercised (such
portion(s) of the Leased Premises being herein separately referred to as the
“Vacate
Space”), and be accompanied by a floor plan showing the location and
configuration of the Vacate Space, (iii) the date upon which Wachovia is
electing to terminate this Lease with respect to the entirety of the Leased
Premises or the Vacate Space, as the case may be, which date shall not be
earlier than the date that is nine (9) months after the date of Wachovia’s
Termination Rights Exercise Notice (such date being herein called the “Early Termination
Date”). Notwithstanding the foregoing, Wachovia’s right to specify Vacate
Space comprising less than all of the then Base Leased Premises located on any
floor of the Building, shall be contingent upon such Vacate Space being of a
size and configuration that makes it separately leasable to third party
tenants.





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(b)           Notwithstanding
the provisions of Section 11.1(a)
above, during the Integration Period, Wachovia’s Termination Right shall be
limited by the provisions of [Section 3.3 of the Master Agreement].




(c)           Notwithstanding
anything to contrary contained herein, it is understood and agreed that
Wachovia’s Termination Right shall belong solely to Wachovia, and,
notwithstanding any Assignment, shall survive as a right belonging solely to
Wachovia for the balance of the Initial Term. Accordingly, Wachovia’s
Termination Right may be exercised, at anytime during the Initial Term, by, and
only by, Wachovia (whether or not Wachovia is then the Tenant hereunder). Upon
request of Wachovia made, from time to time, during any period that Wachovia is
not the Tenant hereunder, Landlord shall acknowledge the foregoing in
writing.




11.2
            Effect of
      Termination




(a)           If
Wachovia, consistent with the provisions of Section 11.1 above,
shall have exercised Wachovia’s Termination Right with respect to the entirety
of the then Leased Premises, then, as of the Early Termination Date, this Lease
shall terminate and end as fully and completely as if the Early Termination Date
was the Expiration Date.




(b)           If,
and in each case that, Wachovia, consistent with the provisions of Section 11.1 above,
shall have exercised Wachovia’s Termination Right with respect to less than the
entirety of the then Leased Premises (i.e., with respect to Vacate
Space), then the following provisions shall apply:




(1)           As
of the Early Termination Date, this Lease shall terminate with respect to the
Vacate Space only.




(2)           Tenant
shall surrender the Vacate Space on or prior to the Early Termination Date,
which surrender shall be consistent with the provisions of Section 4.1 hereof
(as applied to Vacate Space), subject, however, to the
following provisions of this Section 11.2(b)(3)
below. If Tenant shall fail to surrender the Vacate Space on or prior to the
Early Termination Date, then, for the period commencing on the date immediately
following the Early Termination Date and ending on the date that the Vacate
Space shall be surrendered, Tenant shall continue to pay Annual Basic Rent and
Additional Rent with respect to the Vacate Space on the same basis as prior to
the Early Termination Date. Notwithstanding the foregoing, either Landlord or
Wachovia may terminate Tenant’s right to possess and occupy the Vacate Space at
any time following the Early Termination Date upon thirty (30) days’ prior
written notice to the other party.





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(3)           If
the Vacate Space is not (as of the date of the applicable Termination Rights
Exercise Notice) in a Separately Leasable Condition, then, and only in such
events, Landlord, promptly following the date of such Termination Rights
Exercise Notice, shall proceed to cause the Demising Work with respect to such
Vacate Space to be performed in accordance with the provisions of Section 5.7 hereof;
provided, however, that any
Demising Work performed by Landlord prior to the Early Termination Date shall be
performed subject to, and in a manner that is consistent with, Tenant’s
continued use and occupancy of the Vacate Space until the Early Termination
Date.




ARTICLE
XII


DISPUTE
RESOLUTION




12.1
            Approvals and
      Consents




(a)           Whenever,
pursuant to any express provision of this Lease, one party hereto is required to
obtain the consent or approval of the other party (either as a condition to the
exercise of a right hereunder or otherwise), then the party from whom such
consent or approval is required shall not unreasonably withhold, condition or
delay such consent or approval, unless, pursuant to such
express provision of this Lease, such party is granted the right to withhold
such consent or approval in its sole or absolute discretion (in which event such
party may withhold the same in its sole or absolute discretion). Nothing in this
Section 12.1(a)
shall be deemed to limit or extend any time period expressly set forth in this
Lease for a party to respond to a request for its consent or
approval.




(b)           With
respect any such express provision of this Lease that requires one party hereto
to obtain the consent or approval of the other party, if the party from whom
such consent or approval is required, pursuant to the provisions of this Lease
(including Section 12.1(a) above), not to unreasonably withhold, condition
or delay such consent or approval, then such consent or approval shall be
requested, and granted or denied, in accordance with the following
provisions:




(i)           The
party requesting the approval or consent (the “Requesting Party”)
shall submit to the other party (the “Responding Party”) a
written request for approval or consent, together with (x) such information and
supporting documentation specifically required under in the pertinent provision
of this Lease or (y) if the pertinent provision of this Lease does not
specifically require any information or supporting documentation, then such
information and supporting documentation (if any) as is reasonably required to
evaluate the request.




(ii)           Unless
a specific time period for the Responding Party’s response is provided for in
the pertinent provision of this Lease (in which case, such specific time period
shall control), the Responding Party shall have ten (10) Business Days to (A)
approve in writing the request, (B) deny in writing the request, or (C) if, and
to the extent, the Requesting Party failed to submit, with its request, the
information and/or documentation required to be submitted under Section 12.1(i)(x)
or (y) above,
as applicable, then, and only in such event, respond with a written demand for
such information and/or documentation.  If (x) the Responding Party
fails to properly provide any of the above responses, and (y) such failure shall
continue for a period of five (5) Business Days after delivery of a notice from
the Requesting Party indicating such failure, which notice shall refer to this
Section 12.1(b)(ii)
and recite, in all capital letters (or other prominent display), the provisions
of this Section 12.1(b)(ii),
then the requested approval or consent shall be deemed granted.





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(iii)           If
the Responding Party properly requests information and/or documentation pursuant
to Section 12.1(b)(ii)(C)
above, then within five (5) Business Days after the Requesting Party delivers
same to the Responding Party, the Responding Party shall, in all events, respond
as set forth in Section 12.1(b)(ii)(A)
above or Section 12.1(b)(ii)(B)
above. If (x) the Responding Party fails to timely so respond, and (y) such
failure shall continue for a period of three (3) Business Days after delivery of
a notice from the Requesting Party indicating such failure, which notice shall
refer to this Section 12.1(b)(iii)
and recite, in all capital letters (or other prominent display), the provisions
of this Section 12.1(b)(iii),
then the requested approval or consent shall be deemed granted.




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




12.2
            Dispute
      Resolution




Whenever,
pursuant to any express provision of this Lease, a dispute is to be resolved
pursuant to this Article XII, the
following provisions shall apply:




(a)           Any
dispute to be resolved pursuant to this Article XII, shall be resolved by
arbitration conducted under the auspices of JAMS or its successor in the State
and in the county where the Property is located.  Either party may
initiate such arbitration by sending notice (an “Arbitration Notice”)
of a demand to arbitrate to the other party and to JAMS.  The
Arbitration Notice shall contain a description of the subject matter of the
arbitration, the dispute with respect thereto, the amount involved, if any, and
the remedy or determination sought.




(b)           JAMS
shall provide a list of three (3) available arbitrators from which each party
may strike one.  The remaining arbitrator shall serve as the
arbitrator for the dispute.  JAMS shall select arbitrators based on
the nature of the dispute, which arbitrators shall be independent third parties
who have not acted for or been employed by either party (or its Affiliate)
within the five (5) years preceding initiation of the arbitration with
appropriate skills, background and experience (and such persons shall have at
least ten (10) years of applicable experience) to be able to effectively and
professionally resolve the particular dispute.




(c)           The
arbitrator, so selected, shall schedule the arbitration within thirty (30) days
after its appointment, and shall render its decision within thirty (30) days
after the arbitration is concluded.  The parties agree to arbitrate
pursuant to JAMS’ Streamlined Arbitration Rules as amended from time to time,
and as modified to the extent practicable to give effect to the agreement of the
parties as set forth in this Section 12.2 or in
Section 12.3
below.   Arbitration shall not be conducted in person unless
either Landlord or Tenant shall request an in-person arbitration.  The
decision of the arbitrator shall be final and shall be binding upon the parties,
and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.




(d)           Landlord
and Tenant agree to sign all documents and to take all other actions necessary
to submit such dispute to arbitration and hereby waive any or all rights that it
may at any time have to revoke the agreement to submit such disputes to
arbitration and to abide by the decision rendered thereunder.





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(e)           This
Article XII
shall not apply to any disputes, except to the extent expressly provided
herein.





12.3
            Conduct of the
      Arbitration




Arbitration
proceedings hereunder shall be subject to the following additional
provisions:




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




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




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




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




(e)           Arbitrators
may not award indirect, consequential or punitive damages or issue injunctive
relief.




(f)           Arbitrators
shall be bound by the provisions of this Lease and shall not have the power to
add to, subtract from, or otherwise deviate from such provisions.




(g)           Landlord
or Tenant’s failure to perform any obligation hereunder shall not constitute a
default under this Lease if such party’s duty to perform such obligation is the
subject of any arbitration or any dispute that would be submitted to arbitration
if unresolved during such arbitration or until such dispute is otherwise
resolved.




12.4
            Alternative Means of
      Arbitration with AAA.




In the
event that JAMS or any successor shall no longer exist or if JAMS or any
successor fails to refuses to, or is legally precluded from, accepting
submission of such dispute, then the dispute shall be resolved by binding
arbitration before the AAA under the AAA’s commercial arbitration rules then in
effect.





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ARTICLE
XIII


TENANT
REMEDIES




13.1
            Generally




(a)           The
term “Landlord Event
of Default” shall mean any one of the following events: (i) Landlord
shall default in the payment of any monetary sum to Tenant when due, and such
default shall continue for a period of ten (10) Business Days after written
notice thereof from Tenant to Landlord; or (ii) Landlord shall default in its
obligation to maintain any policy of insurance that Landlord is required to
maintain under Section 6.4 or
6.5 hereof, and
such default shall continue for a period of ten (10) Business Days after written
notice from Tenant to Landlord of such default, which notice shall (x)
specifically refer to Section 6.4 or
6.5 hereof, as
applicable, and the insurance policy which Landlord has failed to maintain, and
(y) 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
Landlord’s receipt of such written notice will constitute a Landlord Event of
Default under this Section 13.1(a)(ii);
or (iii) Landlord shall default under any of its other obligations under this
Lease (other than any default described in Section 13.1(a)(i)
and (ii) above), and such default shall continue for a period of thirty (30)
days after written notice from Tenant to Landlord thereof (or, if such default
is curable but reasonably cannot be cured within such thirty (30) day period,
then Landlord shall not commence the cure thereof within such thirty (30) day
period or thereafter shall not diligently pursue such cure until the same is
accomplished).




(b)           If
(i) Landlord shall default in the performance of any of Landlord’s obligations
under this Lease, and (ii) such default shall thereafter become a Landlord Event
of Default hereunder (or, in cases of emergency only, such default shall
continue for 24 hours after notice thereof from Tenant to Landlord), then
Tenant, without thereby waiving such default (and without limiting any other
right or remedy it might have on account thereof, in law or in equity), may (but
shall not be obligated to) perform such obligation for the account, and at the
expense, of Landlord. In any such event, Landlord, within thirty (30) days after
Tenant’s delivery of an invoice therefor (together with reasonable supporting
documentation), shall reimburse Tenant for any reasonable out-of-pocket expenses
incurred by Tenant (including reasonable attorneys’ fees) in connection with
Tenant’s performance of any such obligation for the account of Landlord pursuant
to this Section 13.1(b), together with interest thereon, at the Applicable
Rate, from the date that such expenses were incurred by Tenant to the date that
the same are reimbursed to Tenant by Landlord.




(c)           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 or otherwise permitted at
law or in equity.  Except as otherwise provided in this Lease,
remedies provided for in this Lease are cumulative and may, at the election of
Tenant, be exercised alternatively, successively, or in any other manner, and
are in addition to any other rights provided for or allowed by law or in equity,
including the right to claim that Tenant has been constructively
evicted.




13.2
            Offset
      Rights




If (i)
Landlord shall default in the payment of any monetary sum to Tenant when due
(including any sums due and owing to Tenant pursuant to the provisions of Section 13.1(b)
hereof), and (ii) such default shall thereafter become a Landlord Event of
Default hereunder, then Tenant, without thereby waiving such default (and
without limiting any other right or remedy it might have on account thereof, in
law or in equity), may, at any time thereafter (if, and to the extent that, such
sums remain unpaid), set-off the amount of such sums against any installments of
Rent thereafter becoming due and payable to Landlord pursuant to the provisions
of this Lease.





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ARTICLE
XIV


MISCELLANEOUS




14.1
            Notices




Any
notice or other communications required or permitted to be given under this
Lease (each, a “notice”) must be in
writing and shall be sent to all Notice Parties (i.e., notices sent by
Landlord shall be sent to all Tenant’s Notice Parties, and notices sent by
Tenant shall be sent to all Landlord’s Notice Parties), and sent (i) by
certified United States Mail, return receipt requested, or (ii) 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 Notice Parties (by addition and/or subtraction),
and/or the addresses thereof, and/or the party to whose attention a notice
thereto shall be directed, by giving the other party notice thereof in
accordance with the provisions of this Section 14.1;
provided that(x) such
notice of any such change shall become effective only upon the other party’s
receipt or refusal thereof, and (y) neither Landlord or Tenant may designate
more than five (5) Notice Parties, in total, as its Notice
Parties.  Additionally, Tenant agrees that copies of all notices of a
Landlord Default Notices hereunder shall also be sent to each Interest Holder
that notifies Tenant in writing of the address to which copies of such notices
are to be sent. Any notice sent by either party pursuant to this Section 14.1
shall set forth the address of the Property.




14.2
            Brokers




(a)           Tenant
represents that it has not engaged any broker, agent or similar party with
respect to the transactions contemplated by this Lease, nor has it dealt with
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 broker, agent or similar party
with which Tenant has dealt and Landlord has not dealt.




(b)           Landlord
represents that it has not engaged any broker, agent or similar party with
respect to the transactions contemplated by this Lease, nor has it dealt with
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 any broker, agent or similar
party with which Landlord has dealt and Tenant has not dealt.




14.3
            Binding on
      Successors




This
Lease shall be binding upon and inure to the benefit of Landlord and its
permitted successors and assigns, and shall be binding upon and inure to the
benefit of Tenant and its permitted successors and assigns.  Where
appropriate the pronouns of any gender shall include the other gender, and
either the singular or the plural shall include the other.





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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, 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 the Property is located requires that the laws
of such jurisdiction apply to any aspect of this Lease, then, to that extent,
such laws of such jurisdiction will also apply to the Property.




14.6
            Rules of
      Construction




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




14.7
            Authority and
      Qualification




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




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 no Event
of Default shall then be outstanding.





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14.10
            Limitation of Personal
      Liability




Tenant
specifically agrees to look solely to Landlord’s interest in the Property and,
during the Integration Period, Landlord’s interest in the other Integrated
Properties (which interest, in either case, shall be deemed to include the rent
and other income or proceeds derived from such Property and/or, if applicable,
the other Integrated Properties) for the recovery of any monetary judgment
against Landlord, it being agreed that neither Landlord nor any Landlord Party
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 Property
(and, if applicable, the other Integrated Properties). The provision contained
in the foregoing sentence is not intended to, and shall not, limit any right
that Tenant might otherwise have (i) to obtain injunctive relief (or other
equitable relief) against Landlord or any other person, (ii) to offset sums due
and owing to Tenant against the Rent hereunder, or (iii) to prosecute any suit
or action in connection with enforcement of Tenant’s rights hereunder or
Landlord’s obligations hereunder.




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 Tenant shall, at Tenant’s
expense, have the right to record the same.12




14.12
            Master
      Agreement




The
Master Agreement has been executed and delivered by the parties thereto
contemporaneous with the execution and delivery of this Lease. Throughout the
Integration Period, (i) the Master Agreement shall be deemed integrated into,
and shall form a material part of, this Lease, and (ii) this Lease shall be
deemed integrated into, and shall form a material part of, the Master Agreement.
Throughout the Integration Period, to the extent any provisions of this Master
Agreement are expressly referenced in one or more provisions of this Lease, such
referenced provisions of this Master Agreement shall be deemed incorporated into
such provisions of this Lease, as fully as if expressly set forth herein, and
shall be controlling in the case of any conflicts.




14.13
            Amendments




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




12
              Memorandum
      of Lease to be executed on the Commencement Date in the form required by
      State law. Memorandum of Lease to refer to the Master Agreement and
      highlight certain of Tenant’s rights (e.g. exclusivity, renewal,
      expansion, contraction and
termination).





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14.14
            Entirety




This
Lease, together with the Master Agreement, 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.




14.15
            References




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




14.16
            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.




14.17
            No
      Partnership




Nothing
in this Lease creates any relationship between the parties other than that of
lessor and lessee and nothing in this Lease, whether the computation of rentals
or otherwise, constitutes the Landlord a partner of the Tenant or a joint
venturer or member of a common enterprise with the Tenant.




14.18
            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.




14.19
            Required Radon
      Notice




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




14.20
            Changes by
      Landlord




(a)           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 alterations to the Common Areas (including the arrangement or
location of entrances or passageways, doors and doorways, corridors, elevators,
stairs, and bathrooms in the Common Areas), so long as:





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(1)           (x)
the number of parking spaces located within the Parking Areas shall not be
reduced, and (y) access to and from the Parking Areas (i.e., the ingress and egress
between Parking Areas and the street, and ingress and egress between the Parking
Areas and the Leased Premises) shall remain equivalent to, or become better
than, the access to and from the Parking Areas available on the Commencement
Date;




(2)           access
to and from the Leased Premises (i.e., the ingress and egress
between the Leased Premises and the street) shall remain equivalent to, or
become better than, the access to and from the Leased Premises available on the
Commencement Date, and




(3)           neither
(i) the visibility of the ground floor portion(s) of the Leased Premises, nor
(ii) the visibility or prominence of any Tenant’s Building Signage shall be
adversely affected.




(b)           Landlord
shall have the right to close, from time to time, portions of the Common Areas
for such temporary periods as Landlord reasonably deems legally necessary and
sufficient to evidence Landlord’s ownership and control thereof so as to prevent
any claim of adverse possession by, or any implied or actual dedication to, the
public or any party other than Landlord, so long as a reasonable means of
ingress and egress to and from the Leased Premises is maintained at all
times.




(c)           Landlord
may make alterations to the Leasable Areas other than the Leased Premises; provided, however, that no
reduction made to the aggregate amount of Leasable Areas shall reduce the
denominator used in computing Tenant’s Occupancy Percentage.




14.21
            Waiver of Jury
      Trial




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




14.22
            Termination of
      Lease




If, as of
any date occurring after the Commencement Date and prior to the Expiration Date,
no space is demised under this Lease (i.e., (i) no Leased
Premises shall be demised hereunder, and (ii) no Release Premises shall be
demised hereunder), then, effective as of such date, this Lease (if, for any
reason, not already terminated) shall automatically terminate and be of no
further force or effect, and, accordingly, neither Landlord nor Tenant shall
have any further rights or obligations hereunder (or under the Master Agreement
with respect to this Lease).





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ARTICLE
XV


ADDITIONAL
PROVISIONS13/




IN
WITNESS WHEREOF, the parties hereto have executed this Lease as of the date
aforesaid.14




LANDLORD:Witness15:
                                      
                                      FIRST
      STATES INVESTORS 3300,
                                        LLC,
      a Delaware limited liability
                                        companyBy:Name:
                                      
                                      Name:Title:TENANT:Witness:
                                      
                                      WACHOVIA
      BANK, NATIONAL
                                        ASSOCIATION,
      a national banking
                                        associationBy:Name:
                                      
                                      Name:
                                      [                                                                         ]Title:
                                      [                                                                         ]







13/
            Insert
      appropriate version of Article XV into each Lease at Closing, per the
      provisions of Section 25 of the Purchase
  Agreement.


14
              Add
      Acknowledgments as required by State
law.


15
              In
      Florida, 2 witnesses to Landlord’s signature are
  required.





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CT-1
Jefferson Square -  PID #055200


Record
Legal Description





All that
certain piece of parcel of realty shown as “PARCEL AREA 62,334.75 SQUARE FT.
1.431 ACRES” and containing a “5 STORY OFFICE BUILDING” as shown on that certain
map entitled ‘BOUNDARY SURVEY PREPARED FOR BANK OF BOSTON CONNECTICUT SOUTH MAIN
STREET – 1 JFFERSON SQUARE WATERSBURY, CONNECTICUT” dated December 13, 1991;
prepared by Tarbell, Heintz & Associates, Inc. 290 Roberts St., Suite 200,
East Hartford, Connecticut; cetified as an A2 Survey b Russell H. Heintz, L.S.
15464; and recorded on the Waterbury Land Records as Document 18382 at 3:56 p.m.
on September 29, 1992.




Said
parcel is bounded:





NORTHERLY:
              By
      Scovill Street;EASTERLY:
              By
      land now or formerly of St. Mary’s Hospital Corporation and land now or
      formerly of Gulf Oil Corporation;SOUTHERLY:
              By
      Union Street; andWESTERLY:
              By
      South Main Street





LESS AND
EXCEPTING THREFROM all that certain piece or parcel of land described in
Quit-Claim Deed from Wachovia Bank, N.A. to the City of Waterbury dated June 30,
2003 and record in Volume 4714, Page 130 of the Waterbury Land
Records.





TOGETHER
WITH an easement contained in Mutual Easement Agreement by and between
Centerbank and St. Mary’s Hospital Corporation dated March 29, 1993 and recorded
in Volume 2953, Page 29 of the Waterbury Land Record.













































































































































































































































































































EXHIBIT
D-1




Form Of
Mortgage


Subordination,
Non-Disturbance And Attornment Agreement




[SUBJECT
TO LENDER’S FINAL REVIEW AND COMMENT]




RECORD AND RETURN
TO:




[Insert
Name and Address of Tenant’s Attorneys]




MORTGAGE
SUBORDINATION, NON-DISTURBANCE


AND
ATTORNMENT AGREEMENT




This
Mortgage Subordination, Non-Disturbance Agreement and Attornment (“Agreement”)
made this 
day of ________, ____ by and among ____________________, having an address of
________________, ________________, Attention: _________ (“Mortgagee”),
___________, __________,
having an office at ,  ________________________,
______, __________,  Attention: __________________________ (“Tenant”)
and _______________, ______________, having an office at ______________,
_______________, _______________, ______________, Attention:
_______________________ (“Landlord”).




WITNESSETH:




WHEREAS, Landlord is the owner
in fee simple of that certain parcel or tract of land lying and being in the
County of _________, City of ____________ and State of _____________, more
particularly described in Schedule 1 annexed
hereto (the “Land”;
and together with the buildings and other improvements erected thereon, the
“Mortgaged
Property”); and




[OR]




[WHEREAS, Landlord is the sole
owner of the lessee’s interest under that certain [________ (Insert Name of Agreement of
Overlease)], dated as of ______________, between ________________ and
Landlord, (as the same heretofore has been or may hereafter be amended the
“Mortgaged
Property”); and




WHEREAS, Mortgagee is the
owner and holder of that certain mortgage dated as of _________, 20__ and made
by Landlord that encumbers the Mortgaged Property (which mortgage, together with
all increases, renewals, supplements, consolidations, reinstatements,
amendments, modifications, substitutions and extensions thereof, all advances
and re-advances made thereunder and all sums secured thereby now or hereafter
made are hereinafter referred to as the “Mortgage”);
and




Exhibit
D-1- Page 1







WHEREAS, Tenant has entered
into a lease with Landlord, dated ,
20__ (such lease, as amended, modified or supplemented prior to the date hereof,
the “Lease”)
for all or a portion of the Mortgaged Property (“Leased
Premises”), and a true, correct and complete copy of the Lease has been
delivered by Landlord to Mortgagee; and




WHEREAS, subject to the
provisions hereof, Mortgagee has agreed to recognize the status of Tenant in the
event Mortgagee shall acquire the Mortgaged Property and Tenant has agreed to
attorn to Mortgagee in any such event.




NOW, THEREFORE, in
consideration of ten dollars and other good, valuable, sufficient and received
consideration and intending to be legally bound hereby, Mortgagee and Tenant
covenant and agree as follows:




1.           Subject
to the provisions hereof, the Lease and Tenant’s interest thereunder is, and
shall at all times continue to be, subject and subordinate in each and every
respect to the lien, terms, covenants, provisions and conditions of the
Mortgage.  The provisions of this Section 1 shall be self-operative
and no further instrument shall be required; however, Tenant, upon request,
shall execute and deliver any certificate or other instrument which the
Mortgagee may reasonably request to confirm said subordination by
Tenant.




2.           As
long as no default then exists under the Lease or this Agreement that has
continued beyond the expiration of any applicable notice and/or grace period and
that would permit the Landlord to terminate the Lease and as long as the Lease
is in full force and effect, (i) Tenant shall not be named or joined in any
action or proceeding to foreclosure or otherwise enforce the Mortgage (unless
Tenant is a necessary party thereto under applicable law, in which event such
naming or joinder of Tenant shall be subject to the provisions of this
Agreement), (ii) the Lease shall not be terminated nor shall any of the rights
of Tenant under the Lease be diminished or interfered with by Mortgagee, or by
anyone claiming by, through or under Mortgagee, and (iii) Tenant’s occupancy of
the Leased Premises shall not be disturbed by Mortgagee, or by anyone claiming
by, through or under Mortgagee.  Upon the transfer of the Landlord’s
interest in the Mortgaged Property by foreclosure or other enforcement of the
Mortgage or by deed in lieu of foreclosure, the Lease shall continue as a direct
lease between Successor Landlord (hereinafter defined), as landlord, and Tenant,
as tenant; provided, however, that
Successor Landlord shall not be:




(a)
            liable
      for any previous act or omission of Landlord that occurred prior to the
      earliest date that Successor Landlord acquires title to or possession of
      the Mortgaged Property, except that Successor Landlord shall be obligated
      to cure any continuing default under the Lease within a reasonable time
      (not to exceed the period provided under the Lease for Landlord to cure
      such default, which period shall commence on the earliest date that
      Successor Landlord acquires title to or possession of the Mortgaged
      Property);




(b)
            subject
      to any claims, counterclaims. abatements, offsets or credits provided for
      in the Lease occurring prior to the date that Successor Landlord acquires
      title to or possession of the Mortgaged
  Property;




(c)
            bound
      by any payments of rent which Tenant might have made more than thirty (30)
      days in advance to Landlord, the parties hereto acknowledging that
      operating expense payments and tax payments made in the manner provided in
      Article II of the Lease shall not be or be deemed advance payments of
      rent;




Exhibit
D-1- Page 2







(d)
            required
      to account for any security deposit other than any security deposit
      actually delivered to the Successor
Landlord;




(e)
            bound
      by any modification of the Lease which is made after the date hereof
      without Mortgagee’s written consent (which consent, Mortgagee agrees shall
      not be unreasonably withheld); and




(f)
              liable
      or obligated to comply with or fulfill any obligations of Landlord under
      the Lease or any agreement relating thereto with respect to the
      construction of, or payment for, improvements on or above the Leased
      Premises (or any portion thereof), leasehold improvements, tenant work
      letters and/or similar items.




Notwithstanding
anything contained within the foregoing provisions of this Section 2, if it
would be procedurally disadvantageous for Mortgagee not to name or join Tenant
as a party in any foreclosure proceeding with respect to the Mortgage, Mortgagee
may so name or join Tenant without in any way diminishing or otherwise affecting
the rights and privileges granted to, or inuring to the benefit of Tenant under
this Agreement.




3.           In
the event that Mortgagee (or its nominee or designee), acquires or succeeds to
Landlord’s interest in the Mortgaged Property by foreclosure or other proceeding
to enforce the Mortgage or by taking a deed in lieu of foreclosure (such person,
herein called “Successor
Landlord”), (i) Tenant shall be bound to Successor Landlord and Successor
Landlord shall be bound to Tenant under all of the then executory terms,
covenants and conditions of the Lease, except as provided in this Agreement,
with the same force and effect as if Successor Landlord were the landlord under
the Lease, (ii) Tenant shall attorn to Successor Landlord as Tenant’s landlord
and recognize Successor Landlord as its landlord under the Lease upon such
terms, covenants and conditions as set forth therein, and (iii) Successor
Landlord shall recognize and accept such attornment.  The foregoing
attornment and recognition shall be effective and self-operative, without the
execution of any further instruments, upon Successor Landlord succeeding to the
interest of Landlord under the Lease, provided that, except
as set forth in Section 5 below, Tenant shall not be obligated to pay any rent
to Successor Landlord until Tenant has received notice from Successor Landlord
that Successor Landlord has succeeded to such interest.  Each party
hereto shall execute and deliver any certificate or other instrument which the
other party hereto may reasonably request to confirm such attornment and
recognition. If the Lease shall have terminated by operation of law or otherwise
as a result of or in connection with a bankruptcy case commenced by or against
Landlord or a foreclosure action or proceeding or delivery of a deed in lieu of
foreclosure, upon request of Successor Landlord, Tenant shall promptly execute
and deliver a direct lease with Successor Landlord which direct lease shall be
on substantially the same terms and conditions as the Lease (subject, however,
to the provisions of clauses (i)-(iii) of this Section 3) and shall be effective
as of the day the Lease shall have terminated as aforeseaid.




Exhibit
D-1- Page 3





4.           Tenant
shall promptly notify Mortgagee of any default by Landlord under the Lease and
of any act or omission of Landlord which would give Tenant the right to cancel
or terminate the Lease or to claim a partial or total eviction.  If
any act or omission of Landlord would give Tenant the right, immediately or
after lapse of a period of time, to cancel or terminate the Lease, Tenant shall
not exercise such right until (a) Tenant shall have given Mortgagee written
notice of Landlord’s act or omission, and (b) thirty (30) days has elapsed after
the giving of such notice to Mortgagee without cure of such act or omission;
provided, however, that if such
act or omission cannot with due diligence be cured within a period of thirty
(30) days, and if Mortgagee commences to cure such act or omission within such
thirty (30) days and thereafter prosecutes such cure with reasonable diligence,
then the period of time after the giving of such notice by Tenant within which
such act or omission may be cured shall be extended for so long as Mortgagee
prosecutes the cure of such act or omission with reasonable diligence (it being
agreed that the fact that Mortgagee does not have possession of the Mortgaged
Property shall not constitute a reason why an act or omission cannot be cured
within a period of thirty (30) days). If Mortgagee cannot reasonably remedy a
default, act or omission of Landlord until after Mortgagee obtains possession of
the Mortgaged Property, Tenant may not terminate or cancel the Lease or claim a
partial or total eviction by reason of such default, act or omission until the
expiration of a reasonable period necessary for the remedy after Mortgagee
secures possession of the Mortgaged Property.  The notice and cure
rights of Mortgagee set forth in this paragraph shall not apply to any rights of
Tenant (or Wachovia Bank, National Association to cancel or terminate the Lease
(or surrender all or any portion of the Leased Premises) that are expressly set
forth in Article XI of the Lease.  Nothing in this Section 4 shall
obligate Mortgagee to cure any act, omission or default by Landlord under the
Lease.To the extent Mortgagee incurs any expenses or other costs in
curing or remedying such default, act or omission, including, without
limitation, attorneys’ fees and disbursements, Mortgagee shall be subrogated to
Tenant’s rights against Landlord.




5.           Landlord
and Mortgagee each represent to Tenant that[, as additional security for the
loan made by Mortgagee to Landlord and secured by the Mortgage, Landlord has
assigned to Mortgagee the Lease and all rent payable thereunder, subject to a
license to Landlord from Mortgagee to collect same unless and until such license
is revoked by Mortgagee].  If Tenant hereafter receives a notice (a
“Mortgagee Payment
Notice”) from Mortgagee that such license has been revoked and directing
Tenant to pay to Mortgagee all rent payable after the date that is ten (10)
business days after the date of such notice, then Tenant shall attorn to
Mortgagee and thereafter pay same to Mortgagee, regardless of any right of
set-off, counterclaim, or other defense which Tenant may have against Landlord,
whether as the tenant under the Lease or otherwise, until Tenant receives a
notice (a “Mortgagee
Payment Revocation Notice”) from Mortgagee directing Tenant to resume
payments to Landlord.  Landlord agrees that: (i) Tenant shall have the
right to rely on any Mortgagee Payment Notice; and (ii) any payments made to
Mortgagee after the date of a Mortgagee Payment Notice and, if Tenant thereafter
receives a Mortgagee Payment Revocation Notice, any payments made to Mortgagee
prior to the date that is ten (10) business days after Tenant shall receive such
notice, shall be deemed received by Landlord.




6.           To
the extent that the Lease shall entitle Tenant to notice of the existence of any
mortgage and the identity of any mortgagee, this Agreement shall constitute such
notice to Tenant with respect to the Mortgage and Mortgagee.




7.           Upon
and after the occurrence of a default under the Mortgage, which is not cured
after any applicable notice and/or cure periods, Mortgagee shall be entitled,
but not obligated, to exercise the claims, rights, powers, privileges and
remedies of Landlord under the Lease and shall be further entitled to the
benefits of, and to receive and enforce performance of, all of the covenants to
be performed by Tenant under the Lease as though Mortgagee were named therein as
landlord.




8.           Anything
herein or in the Lease to the contrary notwithstanding, in the event that a
Successor Landlord shall acquire title to the Mortgaged Property or to the
portion thereof containing the Leased Premises, Successor Landlord shall have no
obligation, nor incur any liability, beyond Successor Landlord’s then interest,
if any, in the Mortgaged Property and Tenant shall look exclusively to such
interest, if any, of Successor Landlord in the Mortgaged Property for the
payment and discharge of any obligations imposed upon Successor Landlord
hereunder or under the Lease and Successor Landlord is hereby released or
relieved of any other liability hereunder and under the Lease.  Tenant
agrees that, with respect to any money judgment which may be obtained or secured
by Tenant against Successor Landlord, Tenant shall look solely to the estate or
interest owned by Successor Landlord in the Mortgaged Property and Tenant will
not collect or attempt to collect any such judgment out of any other assets of
Successor Landlord.




Exhibit
D-1- Page 4







9.      
  Notwithstanding anything to the contrary in the Lease, Tenant agrees
for the benefit of Landlord and Mortgagee that, except as permitted by, and
fully in accordance with, applicable law, Tenant shall not generate, store,
handle, discharge or maintain in, on or about any portion of the Mortgaged
Property, any friable asbestos, polychlorinated biphenyls, or any other
hazardous or toxic materials, wastes and substances which are defined,
determined or identified as such (including, but not limited to, pesticides and
petroleum products if they are defined, determine or identified as such) in any
federal, state or local laws, rules or regulations (whether now existing or
hereafter enacted or promulgated) or any judicial or administrative
interpretation of any thereof, including any judicial or administrative
interpretation of any thereof, including any judicial or administrative orders
or judgments.




10.       If
the Lease provides that Tenant is entitled to expansion space, Successor
Landlord shall have no obligation nor any liability for failure to provide such
expansion space if a prior landlord (including, without limitation, Landlord),
by reason of a lease or leases entered into by such prior landlord with other
tenants of the Mortgaged Property, has precluded the availability of such
expansion space.




11.       Except
as specifically provided in this Agreement, Mortgagee shall not, by virtue of
this Agreement, the Mortgage or any other instrument to which Mortgagee may be a
party, be or become subject to any liability or obligation to Tenant under the
Lease or otherwise.




12.       (A)          Tenant
acknowledges and agrees that this Agreement satisfies and complies in all
respects with the provisions of [Article VII] of Lease and that this Agreement
supersedes (but only to the extent inconsistent with) the provisions of such
Article and any other provision of the Lease relating to the priority or
subordination of the Lease and the interest or estates created thereby to the
Mortgage.




(B)           Tenant
agrees to enter into a subordination, non-disturbance and attornment agreement
with any lender which shall succeed Mortgagee as lender with respect to the
Mortgaged Property, or any portion thereof, provided such agreement is
substantially similar to this Agreement.




13.    
  This Agreement may not be modified except by an agreement in writing
signed by Tenant and Mortgagee or their respective successors in
interest.  This Agreement shall inure to the benefit of and be binding
upon the parties hereto, their respective heirs, representatives, successors and
assigns.  The term “person” shall mean an individual, joint venture,
corporation, partnership, trust, limited liability company, unincorporated
association or other entity. All references herein to the Lease shall mean the
Lease as modified by this Agreement and any amendments or modifications to the
Lease which are consented to in writing by Mortgagee.  Any
inconsistency between the Lease and the provisions of this Agreement shall be
resolved, to the extent of such inconsistency, in favor of this
Agreement.




14.       Tenant
acknowledges that Mortgagee is an “Interest Holder” (as such term is defined in
the Lease) and that Mortgagee shall be entitled to all rights and privileges of
an Interest Holder, as set forth in Section 7.10 of the Lease.  Tenant
hereby represents to Mortgagee as follows:




Exhibit
D-1- Page 5







(a)
            The
      Lease is in full force and effect and has not been further amended[,
      except as follows
___________________].




(b)
            There
      has been no assignment of the Lease or subletting of any portion of the
      Leased Premises[, except as follows
  ___________________].




(c)
            The
      execution of the Lease was duly authorized and the Lease is in full force
      and effect and, to the best of Tenant’s knowledge, there exists no default
      (beyond any applicable grace period) on the part of either Tenant or
      Landlord under the Lease.




(d)
            There
      has not been filed by or against, nor to the best of the knowledge and
      belief of Tenant, is there threatened against Tenant, any petition under
      the bankruptcy laws of the United
States.




(e)
            To
      the best of Tenant’s knowledge, there is no present assignment,
      hypothecation or pledge of the Lease or rents accruing under the Lease by
      Landlord, other than pursuant to the Mortgage and the Assignment of Lease
      and Rents dated as of the date hereof from Landlord to Mortgagee (the
      “Assignment”).




(f)
            Tenant hereby consents to the
      Assignment and agrees to the terms
  thereof.




15.         All
notices, demands, consents, approvals, advices, waivers or other communications
(each, a “Notice”)
which may or are required to be given by either party to the other under this
Agreement shall be in writing and, unless otherwise required by law, shall be
sent (a) by  hand, (b) by United States Mail, certified or registered,
postage prepaid, return receipt requested or (c) by a nationally-recognized
overnight carrier, in each case addressed to the party to be notified at the
address for such party specified in the first paragraph of this Agreement, or to
such other place in the continental United States as the party to be notified
may from time to time designate by at least ten (10) days’ notice to the
notifying party.  Each Notice shall be deemed to have been given on
the date such Notice is actually received as evidenced by a written receipt
therefor, and in the event of failure to deliver by reason of changed address of
which no Notice was given or refusal to accept delivery, as of the date of such
failure.




16.         THE
PARTIES HERETO EACH HEREBY WAIVE ITS RIGHT TO A JURY TRIAL OF ANY ISSUE OR
CONTROVERSY ARISING UNDER THIS AGREEMENT.




17.         This
Agreement shall be governed by the laws of the state in which the Mortgaged
Property is located.  If any term of this Agreement or the application
thereof to any person or circumstances shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of such term
to any person or circumstances other than those as to which it is invalid or
unenforceable shall not be affected thereby, and each term of this Agreement
shall be valid and enforceable to the fullest extent permitted by
law.  This Agreement may be executed in any number of counterparts,
each of which when executed and delivered will be deemed to be an original and
all of which taken together, will deemed to be one and the same
instrument.




Exhibit
D-1- Page 6







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




MORTGAGEE:
                  
                  TENANT:By:
                  
                  
                  By:Name:
                  
                  
                  Name:Its:
                  
                  
                  Its:





LANDLORD:By:Name:Its:





[Add
Acknowledgments]




Exhibit
D-1- Page 7





Exhibit
D-1


Schedule
1




Description of the Mortgaged
Property




Exhibit
D-1— Schedule 1 - Page 1


EXHIBIT
D-2




Form Of
Overlease


Subordination,
Non-Disturbance And Attornment Agreement




RECORD AND RETURN
TO:




[Insert
Name and Address of Tenant’s Attorneys]




OVERLEASE
SUBORDINATION, NON-DISTURBANCE


AND
ATTORNMENT AGREEMENT




This
Overlease Non-Disturbance Agreement (“Agreement”)
made this 
day of ________, ____ by and among  ____________________, having an
address of ________________, ________________, Attention: _________ (“Overlessor”),
___________, __________,
having an office at ,  ________________________,
______, __________,  Attention: __________________________ (“Landlord”),
and ___________,
__________, having an office at ,  ________________________,
______, __________,  Attention: __________________________ (“Tenant”).




WITNESSETH:




WHEREAS, Overlessor is the
sole owner in fee simple of (x) that certain piece, parcel or tract of land that
is lying and being in the County of _________, City of ____________ and State of
_____________, and that is more particularly described in Schedule 1 annexed
hereto (the “Land”
and together with the buildings and other improvements erected thereon, the
“Property”);
and




WHEREAS, Overlessor, as lessor
Landlord, as tenant, are parties to a lease dated ________ __, ____ (said lease,
as the same may hereafter be amended and/or restated from time to time, is
hereinafter referred to as the “Overlease”),
pursuant to which, Overlessor has leased to Landlord the Property;




WHEREAS, Tenant has entered
into a lease (“Lease”)
with Landlord, dated as of ,
20__ for [a portion or portions of] the Property (the “Leased
Premises”), and a true, correct and complete copy of the Lease, as
executed, has been delivered by Landlord to Overlessor; and




WHEREAS, subject to the
provisions hereof Overlessor has agreed to recognize the status of Tenant in the
event of a termination of the Overlease and Tenant has agreed to attorn to
Overlessor in any such event.




NOW, THEREFORE, in
consideration of ten dollars and other good, valuable, sufficient and received
consideration and intending to be legally bound hereby, Overlessor and Tenant
covenant and agree as follows:




Exhibit
D-2 - Page 1





1.           Subject
to the provisions hereof, the Lease and Tenant’s interest thereunder is, and
shall at all times continue to be, subject and subordinate in each and every
respect to the Overlease.  The provisions of this Section 1 shall be
self-operative and no further instrument shall be required; however, Tenant,
upon request, shall execute and deliver any certificate or other instrument
which the Overlessor may reasonably request to confirm said subordination by
Tenant.




2.           As
long as no default then exists under the Lease that has continued beyond the
expiration of any applicable notice and/or grace period and that would permit
Landlord to terminate the Lease and as long as the Lease has not been terminated
pursuant to Landlord’s or Tenant’s exercise of any termination right under the
Lease and/or pursuant to any action or proceeding commenced by Tenant, (i)
Tenant shall not be named or joined in any action or proceeding to terminate the
Overlease (unless Tenant is a necessary party thereto under applicable law, in
which event such naming or joinder of Tenant shall be subject to the provisions
of this Agreement), (ii) the Lease shall not be terminated nor shall any of the
rights of Tenant under the Lease be diminished or interfered with by Overlessor,
or by anyone claiming by, through or under Overlessor, and (iii) Tenant’s
occupancy of the Leased Premises shall not be disturbed by Overlessor or by
anyone claiming by, through or under Overlessor.  Upon the termination
of the Overlease in any such action or proceeding or otherwise, the Lease shall
continue as a direct lease between Overlessor, as landlord (Overlessor, in its
capacity as landlord under the Lease, “Successor
Landlord”), and Tenant, as tenant; provided, however, that
Successor Landlord shall not be:




(a)
            liable
      for any previous act or omission of Landlord that occurred prior to the
      earliest date that Successor Landlord acquires possession of the Leased
      Premises, except that Successor Landlord shall be obligated to cure any
      continuing default under the Lease within a reasonable time (not to exceed
      the period provided under the Lease for Landlord to cure such default,
      which period shall commence on the date the Overlease
      terminates);




(b)
            subject
      to any claims or counterclaims which Tenant may have against Landlord,
      except that Successor Landlord shall be liable for any abatements, offsets
      or credits provided for in the Lease, even if the act or omission giving
      rise thereto occurred prior to the date the Overlease
      terminates;




(c)
            bound
      by any payments of rent which Tenant might have made more than thirty (30)
      days in advance to Landlord, the parties hereto acknowledging that
      operating expense payments and tax payments made in the manner provided in
      Article II of the Lease shall not be or be deemed advance payments of
      rent;




(d)
            required
      to account for any security deposit other than any security deposit
      actually delivered to the Successor Landlord;
  and




(e)
            bound
      by any modification of the Lease which is made after the date hereof
      without Overlessor’s written consent (which consent, Overlessor agrees
      shall not be unreasonably withheld) that (x) decreases the rent payable
      under the Lease or shortens the term of the Lease, except, in each
      instance, pursuant to rights set forth in the Lease on the date hereof, or
      (y) materially diminishes the rights or materially increases the
      obligations of Landlord under the
Lease.




Exhibit
D-2 - Page 2





3.           If
the Overlease terminates and the Lease continues as a direct lease between
Successor Landlord and Tenant as provided above, (i) Tenant shall be bound to
Successor Landlord and Successor Landlord shall be bound to Tenant under all of
the then executory terms, covenants and conditions of the Lease, except as
provided in this Agreement, with the same force and effect as if Successor
Landlord were the landlord under the Lease, (ii) Tenant shall attorn to
Successor Landlord and recognize Successor Landlord as its landlord under the
Lease upon such terms, covenants and conditions and (iii) Successor Landlord
shall recognize and accept such attornment.  The foregoing attornment
and recognition shall be effective and self-operative without the execution of
any further instruments upon the termination of the Overlease, provided that
Tenant shall not be obligated to pay any rent to Successor Landlord until Tenant
has received notice from Successor Landlord that the Overlease has terminated
and the Lease is now a direct lease between Successor Landlord and
Tenant.  Each party hereto shall execute and deliver any certificate
or other instrument which the other party hereto may reasonably request to
confirm such attornment and recognition.




4.           If
any act or omission of Landlord would give Tenant the right, immediately or
after lapse of a period of time, to cancel or terminate the Lease, Tenant shall
not exercise such right until (a) Tenant shall have given Overlessor written
notice of Landlord’s act or omission, and (b) thirty (30) days has elapsed after
the giving of such notice to Overlessor without cure of such act or omission;
provided, however, that if such
act or omission cannot with due diligence be cured within a period of thirty
(30) days, and if Overlessor commences to cure such act or omission within such
thirty (30) days and thereafter prosecutes such cure with reasonable diligence,
then the period of time after the giving of such notice by Tenant within which
such act or omission may be cured shall be extended for so long as Overlessor
prosecutes the cure of such act or omission with reasonable diligence (it being
agreed that the fact that Overlessor does not have possession of the Property
shall not constitute a reason why an act or omission cannot be cured within a
period of thirty (30) days).  The notice and cure rights of Overlessor
set forth in this paragraph shall not apply to any rights of Tenant [(or
Wachovia Bank, National Association] to cancel or terminate the Lease (or
surrender all or any portion of the Leased Premises) that are expressly set
forth in one or more provisions of the Lease (including, without limitation, the
termination rights of [Tenant] [Wachovia Bank, National Association] expressly
set forth in Article XI of the Lease.  Nothing in this Section 4 shall
obligate Overlessor to cure any act, omission or default by Landlord under the
Lease.




5.           To
the extent that the Lease shall entitle Tenant to notice of the existence of any
ground lease and the identity of any ground lessor, this Agreement shall
constitute such notice to Tenant with respect to the Overlease and
Overlessor.




6.           This
Agreement may not be modified except by an agreement in writing signed by Tenant
and Overlessor or their respective successors in interest.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto,
their respective heirs, representatives, successors and assigns.  The
term “person” shall mean an individual, joint venture, corporation, partnership,
trust, limited liability company, unincorporated association or other
entity.




7.           Tenant
acknowledges that Overlessor is an “Interest Holder” (as such term is defined in
the Lease) and that Overlessor shall be entitled to all rights and privileges of
an Interest Holder, as set forth in Section 7.10 of the
Lease.




8.           [If
Landlord shall have any rights or options to renew or extend the term of the
Lease, that it shall any renewal term, (a) Landlord agrees that if such right or
option shall not be exercised at least ____ (__) months prior to the latest date
on which same may be exercised, then, provided that no default then
exists under the Lease that would permit Landlord to terminate the Lease and
which has continued beyond the expiration of any applicable notice and/or grace
period, Tenant shall have the right to exercise such rights or options in
accordance with all applicable provisions of the Overlease, and (ii) Overlessor
agrees that Tenant shall have the right to exercise, on Landlord’s behalf, any
right or option of Landlord to extend or renew the term of the Lease.]1







1 For
existing Overleases expiring prior to _________, 2054, but that have renewal
options.
  Exhibit
D-2 - Page 3







9.           All
notices, demands, consents, approvals, advices, waivers or other communications
(each, a “Notice”) which may or are required to be given by either party to the
other under this Agreement shall be in writing and, unless otherwise required by
law, shall be sent (a) by hand, (b) by United States Mail, certified or
registered, postage prepaid, return receipt requested or (c) by a
nationally-recognized overnight carrier, in each case addressed to the party to
be notified at the address for such party specified in the first paragraph of
this Agreement, or to such other place in the continental United States as the
party to be notified may from time to time designate by at least ten (10) days’
notice to the notifying party.  Each Notice shall be deemed to have
been given on the date such Notice is actually received as evidenced by a
written receipt therefor, and in the event of failure to deliver by reason of
changed address of which no Notice was given or refusal to accept delivery, as
of the date of such failure.




10.         TENANT
AND OVERLESSOR EACH HEREBY WAIVE ITS RIGHT TO A JURY TRIAL OF ANY ISSUE OR
CONTROVERSY ARISING UNDER THIS AGREEMENT.




11.         In
the event of the termination of the Overlease other than by reason of Landlord’s
default thereunder (e.g. by reason of a casualty pursuant to Section [__] of the
Overlease) this Agreement shall, automatically and without further act of the
parties, terminate and be of no further force or effect from and after the
applicable termination date.




12.         This
Agreement shall be governed by the laws of the state in which the Property is
located.  If any term of this Agreement or the application thereof to
any person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of such term to any person or
circumstances other than those as to which it is invalid or unenforceable shall
not be affected thereby, and each term of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.  This Agreement
may be executed in any number of counterparts, each of which when executed and
delivered will be deemed to be an original and all of which taken together, will
deemed to be one and the same instrument.




Exhibit
D-2 - Page 4









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




OVERLESSOR:
              
              TENANT:By:
              
              
              By:Name:
              
              
              Name:Its:
              
              
              Its:





LANDLORD:





By:Name:Its:




[Add
Acknowledgments]




Exhibit
D-2 - Page 5





Exhibit
D-2


Schedule
1




Description of the
Property




Exhibit
D-2— Schedule 1 - Page 1




EXHIBIT
D-3




Form Of
Subtenant


Subordination,
Non-Disturbance And Attornment Agreement




RECORD AND RETURN
TO:




[Insert
Name and Address of Subtenant’s Attorneys]




SUBTENANT
SUBORDINATION, NON-DISTURBANCE


AND
ATTORNMENT AGREEMENT




This
Subtenant Non-Disturbance and Attornment Agreement (“Agreement”)
made this 
day of ________, ____ by and between ___________________________, having an
address of __________________, ________________, Attention: _________ (“Landlord”)
and ___________________, __________, having an office at ,  ________________________,
______, __________,  Attention: __________________________ (“Subtenant”).






W
I T N E S S E T H :




WHEREAS, Landlord is the
landlord under that certain Lease, dated ___________, made by Landlord and
___________________, as tenant (the “Sublandlord”)
(said lease, as the same may hereafter be renewed, amended, modified,
supplemented, extended, replaced and/or restated from time to time, is
hereinafter referred to as the “Lease”),
which Lease covers certain space (the “Premises”)
in the building located at _______________________________ (the “Property”)
and more particularly described on Schedule 1annexed
hereto; and




WHEREAS, Sublandlord and
Subtenant have entered into a certain agreement of sublease, dated as of
_____________, as amended by ___________ (none if left blank) (the “Sublease”)
initially covering [a portion of] the Premises (the “Subleased
Premises”).




WHEREAS, subject to the
provisions hereof, Landlord has agreed to recognize the status of Subtenant in
the event Landlord terminates the Lease pursuant to an Event of Default as
defined in Article 7 thereof or otherwise as a result of a default by
Sublandlord, as tenant, under the Lease (but not otherwise), and Subtenant has
agreed to attorn to Landlord in any such event.




NOW, THEREFORE, in
consideration of ten dollars and other good, valuable, sufficient and received
consideration and intending to be legally bound hereby, Landlord and Subtenant
covenant and agree as follows:




1.           Subject
to the provisions hereof, the Sublease and Subtenant’s interest thereunder is,
and shall at all times continue to be, subject and subordinate, in each and
every respect, to the terms, covenants, provisions and conditions of the
Lease.  The provisions of this Section 1 shall be self-operative and
no further instrument shall be required; however, Subtenant, upon request, shall
execute and deliver any certificate or other instrument which the Landlord may
reasonably request to confirm said subordination by Subtenant.




Exhibit
D-3 - Page 1





2.           If
the Lease is terminated pursuant to an Event of Default as defined in Article 7
thereof or otherwise as a result of a default by Sublandlord, as tenant, under
the Lease (but not otherwise), and provided that no default then
exists under the Sublease or this Agreement that has continued beyond the
expiration of any applicable notice and/or grace period and as long as the
Sublease is in full force and effect, (i) Subtenant shall not be named or joined
in any action or proceeding to terminate the Lease (unless Subtenant is a
necessary party thereto under applicable law, in which event such naming or
joinder of Subtenant shall be subject to the provisions of this Agreement), (ii)
the Sublease shall not be terminated nor shall any of  the rights of
Subtenant under the Sublease be diminished or interfered with by Landlord, or by
anyone claiming by, through or under Landlord, and (iii) Subtenant’s occupancy
of the Subleased Premises shall not be disturbed by Landlord or by anyone
claiming by, through or under Landlord.  Upon the termination of the
Lease in any such action or proceeding or otherwise, the Sublease shall continue
as a direct lease between Landlord, as landlord (Landlord in its capacity as
landlord under the such direct lease, “Successor
Landlord”), and Subtenant, as tenant provided, however, that
Successor Landlord shall not be:




(a)
            liable
      for any previous act or omission of Sublandlord that occurred prior to the
      earliest date that Successor Landlord acquires possession of the Subleased
      Premises, except that Successor Landlord shall be obligated to cure any
      continuing default under the Sublease within a reasonable time (not to
      exceed the period provided under the Sublease for Sublandlord to cure such
      default, which period shall commence on the date the Lease
      terminates);




(b)
            subject
      to any claims, counterclaims. abatements, offsets or credits provided for
      in the Lease occurring prior to the date that Successor Landlord acquires
      title to or possession of the Mortgaged
  Property;




(c)
            bound
      by any payments of rent which Subtenant might have made more than thirty
      (30) days in advance to Sublandlord, the parties hereto acknowledging that
      operating expense payments and tax payments made in the manner provided in
      Article __ of the Sublease shall not be or be deemed advance payments of
      rent;




(d)
            required
      to account for any security deposit other than any security deposit
      actually delivered to the Successor
Landlord;




(e)
            bound
      by any modification of the Sublease which is made after the date hereof
      without Landlord’s written consent (which consent, Landlord agrees shall
      not be unreasonably withheld); and




(f)
            liable
      or obligated to comply with or fulfill any obligations of Sublandlord
      under the Sublease or any agreement relating thereto with respect to the
      construction of, or payment for, improvements on or above the Subleased
      Premises (or any portion thereof), leasehold improvements, tenant work
      letters and/or similar items.




Exhibit
D-3 - Page 2







Notwithstanding anything contained
within the foregoing provisions of this Section 2, (i) if it would be
procedurally disadvantageous for Landlord not to name or join Subtenant as a
party in an action or a proceeding with respect to the Lease, Landlord may so
name or join Subtenant without in any way diminishing or otherwise affecting the
rights and privileges granted to, or inuring to the benefit of Subtenant under
this Agreement, and (ii) this Agreement shall only become operative and in force
and effect if Landlord terminates the Lease following the occurrence of an event
of default by Sublandlord, as tenant, under the Lease, and for no other reason
and under no other circumstance.




3.           After
notice is given by Landlord that the Lease is in default and that rentals under
the Sublease should be paid to Landlord, Subtenant shall attorn to Landlord and
pay to Landlord, or pay in accordance with the directions of Landlord, all
rentals and other monies due and to become due under the Sublease or otherwise
in respect of the Subleased Premises.  If the Lease terminates and the
Sublease continues as a direct lease between Successor Landlord and Subtenant as
provided above, (i) subject to Section 5 below and
except as otherwise provided in this Agreement, Subtenant shall be bound to
Successor Landlord and Successor Landlord shall be bound to Subtenant under all
of the then executory terms, covenants and conditions of the Sublease, with the
same force and effect as if Successor Landlord were the sublandlord under the
Sublease, (ii) Subtenant shall attorn to Successor Landlord and recognize
Successor Landlord as its sublandlord under the Sublease upon such terms,
covenants and conditions as set forth therein and (iii) Successor Landlord shall
recognize and accept such attornment.  The foregoing attornment and
recognition shall be effective and self-operative without the execution of any
further instruments upon the termination of the Lease (the date the Lease
terminates, herein referred to as the “Lease
Termination Date”), provided that, except
as set forth herein, Subtenant shall not be obligated to pay any rent to
Successor Landlord until Subtenant has received notice from Successor Landlord
that the Lease has terminated and the Sublease is now a direct lease between
Successor Landlord and Subtenant.  Each party hereto shall execute and
deliver any certificate or other instrument which the other party hereto may
reasonably request to confirm such attornment and recognition. If the Lease
shall have terminated by operation of law or otherwise as a result of or in
connection with a bankruptcy case commenced by or against Sublandlord, upon
request of Successor Landlord, Tenant shall promptly execute and deliver a
direct lease with Successor Landlord which direct lease shall be on
substantially the same terms and conditions as the Sublease (subject, however,
to the provisions of Section 5 and clauses (i)-(iii) of this Section 3) and
shall be effective as of the day the Lease shall have terminated as
aforeseaid.




4.           Subtenant
shall promptly notify Landlord of any default by Sublandlord under the Sublease
and of any act or omission of Sublandlord which would give Subtenant the right
to cancel or terminate the Lease or to claim a partial or total
eviction.  If any act or omission of Sublandlord would give Subtenant
the right, immediately or after lapse of a period of time, to cancel or
terminate the Sublease, Subtenant shall not exercise such right until (a)
Subtenant shall have given Landlord written notice of Sublandlord’s act or
omission, and (b) thirty (30) days has elapsed after the giving of such notice
to Landlord without cure of such act or omission; provided, however, that if such
act or omission cannot with due diligence be cured within a period of thirty
(30) days, and if Landlord commences to cure such act or omission within such
thirty (30) days and thereafter prosecutes such cure with reasonable diligence,
then the period of time after the giving of such notice by Subtenant within
which such act or omission may be cured shall be extended for so long as
Landlord prosecutes the cure of such act or omission with reasonable diligence.
If Landlord cannot reasonably remedy a default, act or omission of Sublandlord
until after the Landlord obtains possession of the Premises, Subtenant may not
terminate or cancel the Sublease or claim a partial or total eviction by reason
of such default, act or omission until the expiration of a reasonable period
necessary for the remedy after Landlord secures possession of the
Premises.  The notice and cure rights of Landlord set forth in this
paragraph shall not apply to Subtenant’s rights, if any, under the Sublease to
cancel or terminate the Sublease or surrender all or any portion of the
Subleased Premises.  Nothing in this Section 4 shall obligate Landlord
to cure any act, omission or default by Sublandlord under the Sublease. To the
extent Landlord incurs any expenses or other costs in curing or remedying such
default, act or omission, including, without limitation, attorneys’ fees and
disbursements, Landlord shall be subrogated to Subtenant’s rights against
Sublandlord.




Exhibit
D-3 - Page 3







5.           (a)           As
used herein, the following terms shall have the following meanings:




(i)
            “Sublease
      Rent”, for any period, shall mean all rent, additional rent (but
      excluding all additional rent attributable to overtime or premium services
      furnished to Subtenant upon request) and other consideration to be paid by
      the Subtenant to Sublandlord under the Sublease for such
      period.




(ii)
            “Underlying
      Lease Rent”, for any period, shall mean all Annual Basic Rent and
      Additional Rent (but excluding all additional rent attributable to
      overtime or premium services furnished to Sublandlord upon request) which
      shall accrue under the Lease (or that would have accrued under the Lease
      but for the termination thereof) with respect to the space demised by the
      Sublease during such period.




(b)           Anything
in this Agreement contained to the contrary notwithstanding if, in any case that
Landlord shall succeed to the interest of Sublandlord under the Sublease, (i)
the net present value of the Underlying Lease Rent for the period from the Lease
Termination Date until the end of the term of such Sublease (determined without
regard to any extension or renewal terms), exceeds (ii) the net present
value of the Sublease Rent for the period from the Lease Termination Date until
the end of the term of such Sublease (determined without regard to any extension
or renewal terms), then Subtenant, in lieu of paying the Sublease Rent as and
when due under the Sublease for such period, shall pay to Landlord the
Underlying Lease Rent for such period.  Similarly, if the additional
rent payable under the Sublease with respect to overtime or premium services
furnished to Subtenant upon request is less than the corresponding rates under
the Lease, then the Lease rates for such services shall apply.  Upon
the Lease Termination Date, the Sublease shall automatically and without further
act of either of the parties hereto be deemed amended to accomplish the
foregoing provisions of this Section 5, any
contrary provisions in this Agreement notwithstanding.




(c)           For
purposes of determining: (i) the net present value of the Sublease Rent and
Underlying Lease Rent, the applicable discount rate shall equal the Prime Rate
(as defined in the Lease) and all amounts shall be discounted from the dates
that such amounts are to be paid to the Lease Termination Date; and (ii) any
portion of the Sublease Rent and Underlying Lease Rent attributable to operating
expenses or real estate taxes on any date, the parties hereto shall assume that
real estate taxes and operating expenses will continue to escalate, from and
after such date, at the average annual percentage rate that same escalated for
the three (3) years immediately preceding such date.




(d) If
Subtenant exercises any extension or renewal option contained in the Sublease
(as in effect on the Lease Termination Date), then the provisions of Section 5(b) shall
apply separately to such extension or renewal term mutatis mutandis, and thus,
Subtenant shall pay the greater of the Sublease Rent and the Underlying Lease
Rent for such extension or renewal term.  This Agreement may not be
modified except by an agreement in writing signed by Subtenant and Landlord or
their respective successors in interest.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto, their respective
heirs, representatives, successors and assigns.




Exhibit
D-3 - Page 4







6.           Upon
and after the occurrence of a default under the Lease, which is not cured after
any applicable notice and/or cure periods, Landlord shall be entitled, but not
obligated, to exercise the claims, rights, powers, privileges and remedies of
Sublandlord under the Sublease and shall be further entitled to the benefits of,
and to receive and enforce performance of, all of the covenants to be performed
by Subtenant under the Sublease as though Landlord were named therein as
sublandlord.




7.           Anything
herein or in the Sublease to the contrary notwithstanding, in the event that a
Successor Landlord shall acquire title to the Property or to the portion thereof
containing the Subleased Premises, Successor Landlord shall have no obligation,
nor incur any liability, beyond Successor Landlord’s then interest, if any, in
the Property and Subtenant shall look exclusively to such interest, if any, of
Successor Landlord in the Property for the payment and discharge of any
obligations imposed upon Successor Landlord hereunder or under the Sublease and
Successor Landlord is hereby released or relieved of any other liability
hereunder and under the Sublease.  Subtenant agrees that, with respect
to any money judgment which may be obtained or secured by Subtenant against
Successor Landlord, Subtenant shall look solely to the estate or interest owned
by Successor Landlord in the Property and Subtenant will not collect or attempt
to collect any such judgment out of any other assets of Successor
Landlord.




8.           Notwithstanding
anything to the contrary in the Sublease, Subtenant agrees for the benefit of
Sublandlord and Landlord that, except as permitted by, and fully in accordance
with, applicable law, Subtenant shall not generate, store, handle, discharge or
maintain in, on or about any portion of the Property, any friable asbestos,
polychlorinated biphenyls, or any other hazardous or toxic materials, wastes and
substances which are defined, determined or identified as such (including, but
not limited to, pesticides and petroleum products if they are defined, determine
or identified as such) in any federal, state or local laws, rules or regulations
(whether now existing or hereafter enacted or promulgated) or any judicial or
administrative interpretation of any thereof, including any judicial or
administrative interpretation of any thereof, including any judicial or
administrative orders or judgments.




9.           If
the Sublease provides that Subtenant is entitled to expansion space, Successor
Landlord shall have no obligation nor any liability for failure to provide such
expansion space if a prior landlord (including, without limitation,
Sublandlord), by reason of a lease or leases entered into by such prior landlord
with other tenants of the Property, has precluded the availability of such
expansion space.




10.         Except
as specifically provided in this Agreement, Landlord shall not, by virtue of
this Agreement, the Lease or any other instrument to which Landlord may be a
party, be or become subject to any liability or obligation to Subtenant under
the Sublease or otherwise.




11.         This Agreement may not be modified
except by an agreement in writing signed by Landlord and Subtenant or their
respective successors in interest.  This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their respective heirs,
representatives, successors and assigns.  The term “person” shall mean
an individual, join venture, corporation, partnership, trust, limited liability
company, unincorporated association or other entity.All
references herein to the Sublease shall mean the Sublease as modified by this
Agreement and to the any amendments or modifications to the Sublease which are
consented to in writing by Landlord.  Any inconsistency between the
Sublease and the provisions of this Agreement shall be resolved, to the extent
of such inconsistency, in favor of this Agreement.




12.         Subtenant
hereby represents to Landlord as follows:




Exhibit
D-3 - Page 5







(a)
            The
      Sublease is in full force and effect and has not been further
      amended.




(b)
            There
      has been no assignment of the Sublease or further subletting of any
      portion of the Subleased Premises.




(c)
            The
      execution of the Sublease was duly authorized and the Sublease is in full
      force and effect and, to the best of Subtenant’s knowledge, there exists
      no default (beyond any applicable grace period) on the part of either
      Subtenant or Sublandlord under the
Sublease.




(d)
            There has not been filed by or
      against, nor to the best of the knowledge and belief of Subtenant, is
      there threatened against Subtenant, any petition under the bankruptcy laws
      of the United States.




13.           All
notices, demands, consents, approvals, advices, waivers or other communications
(each, a “Notice”)
which may or are required to be given by either party to the other under this
Agreement shall be in writing and, unless otherwise required by law, shall be
sent (a) by hand, (b) by United States Mail, certified or registered, postage
prepaid, return receipt requested or (c) by a nationally-recognized overnight
carrier, in each case addressed to the party to be notified at the address for
such party specified in the first paragraph of this Agreement, or to such other
place in the continental United States as the party to be notified may from time
to time designate by at least ten (10) days’ notice to the notifying
party.  Each Notice shall be deemed to have been given on the date
such Notice is actually received as evidenced by a written receipt therefor, and
in the event of failure to deliver by reason of changed address of which no
Notice was given or refusal to accept delivery, as of the date of such
failure.




14.           LANDLORD
AND SUBTENANT EACH HEREBY WAIVE ITS RIGHT TO A JURY TRIAL OF ANY ISSUE OR
CONTROVERSY ARISING UNDER THIS AGREEMENT.




15.           In
the event of the termination of the Lease other than by reason of Sublandlord’s
default thereunder (e.g. by reason of a casualty pursuant to Section 6.3 of the
Lease) this Agreement shall, automatically and without further act of the
parties, terminate and be of no further force or effect from and after the
applicable termination date.




16.           This
Agreement shall be governed by the laws of the state in which the Property is
located.  If any term of this Agreement or the application thereof to
any person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of such term to any person or
circumstances other than those as to which it is invalid or unenforceable shall
not be affected thereby, and each term of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.  This Agreement
may be executed in any number of counterparts, each of which when executed and
delivered will be deemed to be an original and all of which taken together, will
deemed to be one and the same instrument.




Exhibit
D-3 - Page 6









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




LANDLORD:
              
              SUBTENANT:By:
              
              
              By:Name:
              
              
              Name:Its:
              
              
              Its:




[Add
Acknowledgments]





Exhibit
D-3 - Page 7





Exhibit
D-3


Schedule
1




Description of the
Property




Exhibit
D-3— Schedule 1 - Page 1





EXHIBIT
E-1




Form Of Estoppel
(Tenant)




[SUBJECT
TO LENDER’S FINAL REVIEW AND COMMENT]




[Insert
Name of Purchaser]


c/o First
States Group, L.P.


1725 The
Fairway


Jenkintown,
Pennsylvania 19046


Attention:
___________________




[Insert
Name of Additional Party to Whom Certification Is Made]


__________________________


__________________________


__________________________


Attention:
__________________




Re:  Premises at
_____________________





Ladies
and Gentlemen:





The
undersigned (“Tenant”) is the
tenant under that certain lease (the “Original Lease”)
dated as of _______, 2004 between First States Investors [_____], LLC, as
landlord, and Wachovia Bank, National Association, as tenant.  Tenant
hereby certifies to you that, to the best knowledge and belief of the individual
executing this certificate on behalf of Tenant, as of the date
hereof:





1.
            The
      Original Lease has not been modified or amended except as follows (none if
      left blank):
      _________________________________________________________________
      (the Original Lease, as so amended and modified, the “Lease”).  The
      Lease is in full force and effect and constitutes a complete statement of
      the agreements, covenants, terms and conditions of the landlord under the
      Lease (“Landlord”)
      and  Tenant with respect to the letting of the premises leased
      thereunder (the “Leased
      Premises”).




2.
            Tenant
      has accepted, is conducting business in, and is in full possession of,
      said Leased Premises, including all improvements, additions and
      alterations thereto required to be made by Landlord under the
      Lease.




3.
            The
      Commencement Date occurred on: __________________ and the Expiration Date
      is currently scheduled to occur on
  ___________________.




4.
            Tenant’s
      current monthly payments on account of Annual Basic Rent and the Monthly
      Estimated OE Payment and the dates through which each have been paid, are
      described below.




Annual  Basic
      Rent (monthly amount): __________ ; Date paid through:
      __________




Monthly
      Estimated OE Payment: __________; Date paid through:
      __________




Exhibit
E-1- Page 1





5.
            Except
      as set forth in the Lease, Tenant is entitled to no allowances, rent
      abatements, or other concessions.




6.
            Tenant
      has [_____] unexercised options to renew the Lease for up to ____
      successive periods of _____ years each.  Except as expressly set
      forth in the Lease, Tenant does not have any right to lease additional
      space, reduce the size of the Leased Premises, extend the term of the
      Lease, terminate the Lease, purchase the Leased Premises or any other
      rights or options with respect to the Leased
  Premises.




7.
            Tenant
      has not received any notice of any default by Tenant under the Lease that
      has not been cured other than (none, if left blank):
      _____________________________________.




8.
            Tenant
      has not delivered any notice of any default by Landlord under the Lease
      that has not been cured other than (none, if left blank):
      __________________________________.




9.
            Tenant
      does not currently set-off any amount of Rent other than (none, if left
      blank): $___________.




10.
            Tenant
      has not assigned, sublet, transferred or hypothecated its interest under
      the Lease except as follows: _______________________ (none if left
      blank).




11.
            Except
      as set forth in Paragraph 7, 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.




12.
            Landlord
      has satisfactorily complied with all of the requirements and conditions
      precedent to the commencement of the term of the Lease as specified in the
      Lease.   Landlord is not required to make any tenant
      improvements and there are no unfunded tenant obligations of Landlord
      under the Lease




13.
            Tenant
      has not deposited any monies or instruments to secure any of its
      agreements and obligations under the Lease and has not paid any Rent more
      than thirty (30) days in advance of the due date, other than (none, if
      left blank):
__________________________.




14.
            The
      party executing this certificate on behalf of Tenant is fully authorized
      and empowered to do so, and no consent, vote or approval is required which
      has not been given or taken.




15.
            This
      certificate may not be changed, waived or discharged orally, but only by
      an instrument in writing.




16.
            This
      certificate shall not have the effect of modifying any provision of the
      Lease.




Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Lease.  The certifications herein made shall be binding
upon Tenant, and shall inure to your benefit and the benefit of your respective
successors and assigns.  Tenant acknowledges that you may rely on this
certificate in conjunction with your purchase and/or loan and thereafter
ownership and operation of the Leased Premises and/or your extension of one or
more loans secured by the Leased Premises.




Dated:  this
___ day of _______, 20__.




Exhibit
E-1- Page 2







Wachovia
      Bank, National AssociationBy:Name:Its:





Exhibit
E-1- Page 3







EXHIBIT
E-2




Form Of Estoppel
(Landlord)




_________________________


__________________________


__________________________


Attention:
__________________




Re:  Premises at
_____________________





Ladies
and Gentlemen:





The
undersigned (“Landlord”) is the
landlord under that certain lease (the “Original Lease”)
dated as of _______, 2004 between First States Investors [_____], LLC, as
landlord, and Wachovia Bank, National Association, as
tenant.  Landlord hereby certifies to you that, to the best knowledge
and belief of the individual executing this certificate on behalf of Landlord,
as of the date hereof:





1.
            The
      Original Lease has not been modified or amended except as follows (none if
      left blank):
      _________________________________________________________________
      (the Original Lease, as so amended and modified, the “Lease”).  The
      Lease is in full force and effect and constitutes a complete statement of
      the agreements, covenants, terms and conditions of the Landlord and the
      tenant under the Lease (the “Tenant”) with
      respect to the letting of the premises leased thereunder (the “Leased
      Premises”).




2.
            The
      Commencement Date occurred on: __________________ and the Expiration Date
      is currently scheduled to occur on
  ___________________.




3.
            Tenant’s
      current monthly payments on account of Annual Basic Rent and the Monthly
      Estimated OE Payment and the dates through which each have been paid, are
      described below.




Annual  Basic
      Rent (monthly amount): __________ ; Date paid through:
      __________




Monthly
      Estimated OE Payment: __________; Date paid through:
      __________




4.
            Tenant
      has [_____] unexercised options to renew the Lease for up to ____
      successive periods of _____ years
each.




5.
            Landlord
      has not delivered any notice of any default by Tenant that has not been
      cured other than (none, if left blank):
      _____________________________________.




6.
            Landlord
      has not received any notice of any default by Landlord under the Lease
      that has not been cured other than (none, if left blank):
      __________________________________.




7.
            Except
      as set forth in Paragraph 5, Tenant 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.




Exhibit
E-2- Page 1





8.
            Tenant
      has not deposited any monies or instruments to secure any of its
      agreements and obligations under the Lease, other than (none, if left
      blank): __________________________.




9.
            The
      party executing this certificate on behalf of Landlord is fully authorized
      and empowered to do so, and no consent, vote or approval is required which
      has not been given or taken.




10.
            This
      certificate may not be changed, waived or discharged orally, but only by
      an instrument in writing.




11.
            This
      certificate shall not have the effect of modifying any provision of the
      Lease.




Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Lease.  The certifications herein made shall be binding
upon Landlord, and shall inure to your benefit.




Dated:  this
___ day of _______, 20__.




Landlord
      Name:By:Name:Its:





Exhibit
E-2- Page 2







EXHIBIT
F2




Additional Lease
Provisions




1.           Definitions.     Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the lease to which this Exhibit F is annexed (the “Lease”).




2.           Mortgages.




(a)           Landlord
represents to Tenant that, as of the date of the Lease, there are no Mortgages
affecting the Property other than:
__________________________________________.  Simultaneous herewith, Tenant and each
holder of any Mortgage identified in the preceding sentence has executed and
delivered a Mortgage SNDA with respect to such Mortgage.




3.           Overleases.




(a)           Landlord
represents to Tenant that, as of the date of the Lease there are no Overleases
affecting the Property other than: __________________________________________
([each an] the “Existing
Overlease”).




(b)           Landlord
shall assist Tenant in obtaining an Overlease SNDA from the Overlessor under any
Existing Overlease identified in the preceding paragraph.




(c)           Landlord covenants and agrees that,
throughout the Term: (i) it shall not cause or permit a default to occur by the
tenant under any Existing Overlease, (ii) it shall not amend, modify or
supplement any Existing Overlease in any manner that would shorten the term
thereof (unless the term as shortened shall expire [after
___________3(the “Outside
Expiration Date”))]4, increase Tenant’s obligations or
otherwise adversely affect Tenant’s rights hereunder; (iii) it shall not
terminate, cancel or surrender any Existing Overlease (including, without
limitation, following any default of Overlessor thereunder or any casualty or
condemnation, or pursuant to any termination right) prior to the Outside
Expiration Date or such earlier date as this Lease shall expire or terminate;
and (iv) it shall exercise any rights under any Existing Overlease to cure or
remedy any default by Landlord as lessee under any ground lease and/or as
mortgagor under any mortgage to which such Existing Overlease is
subordinate.









2 Exhibit
F to be prepared in accordance with the Contract.


3 Insert
last day of month in which 50th
anniversary of the Closing Date occurs


4 Replace
with “Outside Expiration Date” if term has previously been used
herein.





Exhibit
F— Schedule 1 - Page 1





(d)           If
the term of any Existing Overlease shall expire prior to the Outside Expiration
Date then, either: (i) if such Existing Overlease demises the portion of the
Property that includes the Leased Premises, [this Lease shall expire
simultaneously therewith and such date shall be deemed the “Expiration Date” for
all purposes of this Lease]5 or (ii)
if such Existing Overlease demises portions of the Property that do not include
the Leased Premises (e.g. the Parking Areas or other Common Areas), (x) this
Lease shall expire with respect to only those portions of the Property demised
by such Existing Overlease [on the date that the Existing Overlease expires and
such date shall be deemed the “Expiration Date” with respect to such portions of
the Property for all purposes of this Lease] and (y) Tenant shall have the right
to terminate this Lease in its entirety by notice delivered to Landlord within
thirty (30) days after the date such Existing Overlease expires (in which event
this Lease shall expire on, and the “Expiration Date” set forth in this Lease
shall be, the date set forth for such expiration in Tenant’s notice, which date
shall be no more than thirty (30) days after the date of such notice). Landlord
shall not be liable for the expiration of any Existing Overlease unless same (I)
shall have arisen out of a default under any Existing Overlease by the tenant
thereunder or (II) shall have been effected by Landlord in violation of
paragraph (c) of this Section
3.




(e)           Landlord agrees that, throughout the
Term and to the extent not inconsistent with the Lease, Landlord shall, at
Tenant’s expense, take any actions and/or request any consent or approval of
Overlessor, if and to the extent required under any Existing Overlease, as may
be necessary to give full effect to Tenant’s rights under this
Lease.




4.           (Properties Subject to Easements and
Other Beneficial Agreements Only)Agreements Benefiting the
Property.  Landlord covenants and agrees that: (i) throughout
the Term, it shall not amend, modify or supplement any easement or other
agreement benefiting the Property (each a “Beneficial
Agreement”) in any manner that would shorten the term thereof (unless the
term as shortened shall expire after [the Outside Expiration Date/
___________6 (the
“Outside Expiration
Date”))], increase Tenant’s obligations or otherwise adversely affect
Tenant’s rights hereunder; and (ii) it shall not terminate or cancel and/or take
any action or fail to take any action that would result in the termination of
any Beneficial Agreement prior to the Outside Expiration Date or such earlier
date as this Lease shall expire or terminate.




5.           (Seminole, FL - Parking Lot - Tract
III Only)  Easement
Agreement.  Tenant agrees that for so long as the Leased
Premises and Tenant’s occupancy thereof are subject to the Easement Agreement,
it shall not use or occupy or permit any subtenant or assignee of Tenant to use
or occupy the Leased Premises in any manner that would constitute a violation or
breach thereof.  As used herein, the “Easement Agreement”
shall mean: that certain Grant of Easement and Reciprocal Easement and Joint Use
Agreement dated August 27, 1981 among Lake Seminole Shopping Center, Inc.,
Seminole Nurseries, Inc., Campbell Land Corp., Community Bank of Pinellas,
Jessie W. Johnson and Marjorie C. Johnson, Richard C. Johnson and Betty K.
Johnson, Eugene B. Mohney and Marilyn J. Mohney, Robert Sebring and Christine J.
Sebring, Scott Whitaker and Linda J. Whitaker, as amended prior to the date of
the Lease.





5 To be
revised, as necessary, to comport with the requirements of the applicable
Existing Overlease.


6 Insert
last day of month in which 50th
anniversary of the Closing Date occurs





Exhibit
F— Schedule 1 - Page 2





6.           (Georgia Properties
Only)Usufruct.  This
Lease and contract shall create the relationship of landlord and tenant between
Landlord and Tenant and an estate for years shall have passed to Tenant for the
Term, so that this Lease shall not constitute a usufruct.





Exhibit
F— Schedule 1 - Page 3