AMENDED
AND RESTATED MASTER LEASE AGREEMENT




BETWEEN




FIRST
STATES INVESTORS 5000A LLC,


a
Delaware limited liability company (“LANDLORD”)




AND




BANK
OF AMERICA, N.A. (“TENANT”)




Dated: As
of January 1, 2005





TABLE
OF CONTENTS





PageARTICLE
      I
                    BASIC
      LEASE INFORMATION, LEASED PREMISES, TERM, AND USE
                    11.1
                    Basic
      Lease Information; Definitions
                    11.2
                    Leased
      Premises
                    151.3
                    Term
                    161.4
                    Options
      to Renew; Special Notice of Non-Renewal
                    161.5
                    Use
                    191.6
                    Survival
                    19ARTICLE
      II
                    RENTAL
      AND OPERATING EXPENSES
                    192.1
                    Rental
      Payments
                    192.2
                    Operating
      Expenses
                    222.3
                    Real
      Estate Taxes
                    272.4
                    Budget;
      Audit Rights
                    29ARTICLE
      III
                    BUILDING
      SERVICES, IDENTITY, SIGNAGE, AND MANAGEMENT
                    313.1
                    Building
      Standard and Above Standard Services
                    313.2
                    Keys
      and Locks
                    353.3
                    Graphics
      and Building Directory
                    353.4
                    Building
      Identity; Signage; Exclusivity
                    363.5
                    Communications
      Equipment
                    383.6
                    Building
      Management
                    40ARTICLE
      IV
                    CARE
      OF PREMISES; LAWS, RULES AND REGULATIONS
                    404.1
                    Care
      of Leased Premises
                    404.2
                    Access
      of Landlord to Leased Premises
                    414.3
                    Nuisance
                    414.4
                    Laws
      and Regulations; Rules of Building
                    424.5
                    Legal
      Use and Violations of Insurance Coverage
                    424.6
                    Environmental
      Laws
                    434.7
                    Prohibited
      Uses
                    44ARTICLE
      V
                    LEASEHOLD
      IMPROVEMENTS AND REPAIRS
                    455.1
                    Leasehold
      Improvements
                    45


i




TABLE
OF CONTENTS






Page5.2
                    Alterations
                    455.3
                    Non-Removable
      Improvements
                    465.4
                    Mechanics
      Liens
                    465.5
                    Repairs
      by Landlord
                    475.6
                    Repairs
      by Tenant
                    475.7
                    Demising
      Work
                    475.8
                    Art
                    49ARTICLE
      VI
                    CONDEMNATION,
      CASUALTY AND INSURANCE
                    506.1
                    Condemnation
                    506.2
                    Damages
      from Certain Causes
                    516.3
                    Casualty
      Clause
                    516.4
                    Property
      Insurance
                    536.5
                    Liability
      Insurance
                    536.6
                    Hold
      Harmless
                    536.7
                    WAIVER
      OF RECOVERY
                    54ARTICLE
      VII
                    DEFAULTS,
      REMEDIES, BANKRUPTCY, SUBORDINATION
                    547.1
                    Default
      and Remedies
                    547.2
                    Insolvency
      or Bankruptcy
                    587.3
                    Negation
      of Lien for Rent
                    587.4
                    Attorney’s
      Fees
                    597.5
                    No
      Waiver of Rights
                    597.6
                    Holding
      Over
                    597.7
                    Subordination
                    607.8
                    Estoppel
      Certificate
                    607.9
                    Subsequent
      Documents
                    617.10
                    Interest
      Holder Privileges
                    61ARTICLE
      VIII
                    SUBLEASING,
      ASSIGNMENT, LIABILITY, AND CONSENTS
                    618.1
                    Sublease
      or Assignment by Tenant
                    618.2
                    Assignment
      by Landlord
                    64ARTICLE
      IX
                    PURCHASE
      AND SALE
                    64




ii




TABLE
OF CONTENTS





Page9.1
                    Tenant’s
      Right of First Refusal to Purchase
                    649.2
                    Right
      of First Offer on Sale
                    659.3
                    Separate
      Lease
                    66ARTICLE
      X
                    EXPANSION
      RIGHTS
                    6610.1
                    Quarterly
      Availability Reports
                    6610.2
                    Tenant’s
      Expansion Notice
                    6710.3
                    Landlord
      Expansion Response
                    6710.4
                    Expansion
      Space Leases
                    6710.5
                    Excess
      Basic Rent; Recalculation of Termination Rights
                    6910.6
                    Subordination
      of Expansion Space Rights
                    7010.7
                    Duration
                    7010.8
                    Disputes
                    70ARTICLE
      XI
                    CONTRACTION
      RIGHTS
                    7111.1
                    Contraction
      Rights
                    7111.2
                    Contraction
      Rights Exercise Notice
                    7111.3
                    Relocation
      Rights
                    7211.4
                    Intentionally
      Omitted
                    7211.5
                    Termination
      Rights
                    7211.6
                    Contraction
      Premises Rent
                    7211.7
                    Surrender;
      Contraction Premises Demising Work
                    7311.8
                    Duration
                    7311.9
                    Disputes
                    73ARTICLE
      XII
                    DISPUTE
      RESOLUTION
                    7312.1
                    Approval
      Procedure; Dispute Resolution
                    7312.2
                    Dispute
      Resolution
                    7412.3
                    Conduct
      of the Arbitration
                    7512.4
                    Alternative
      Means of Arbitration with AAA
                    7612.5
                    Mediation;
      Litigation
                    76ARTICLE
      XIII
                    TENANT
      REMEDIES
                    7713.1
                    Limited
      Offset
                    77


iii




TABLE
OF CONTENTS





Page13.2
                    Landlord
      Letter of Credit
                    77ARTICLE
      XIV
                    MISCELLANEOUS
                    7714.1
                    Notices
                    7714.2
                    Brokers
                    7814.3
                    Binding
      on Successors
                    7814.4
                    Rights
      and Remedies Cumulative
                    7814.5
                    Governing
      Law
                    7814.6
                    Rules
      of Construction
                    7814.7
                    Authority
      and Qualification
                    7814.8
                    Severability
                    7914.9
                    Quiet
      Enjoyment
                    7914.10
                    Limitation
      of Personal Liability
                    7914.11
                    Memorandum
      of Lease
                    7914.12
                    Consents
                    7914.13
                    Time
      of the Essence
                    7914.14
                    Amendments
                    7914.15
                    Entirety
                    7914.16
                    References
                    8014.17
                    Counterpart
      Execution
                    8014.18
                    No
      Partnership
                    8014.19
                    Captions
                    8014.20
                    Required
      Radon Notice
                    8014.21
                    Changes
      to Properties by Landlord
                    8014.22
                    Storage
      Space
                    8014.23
                    WAIVER
      OF JURY TRIAL
                    8114.24
                    Confidential
      Information
                    81


iv


EXHIBITS
AND SCHEDULES




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


v


AMENDED
AND RESTATED MASTER LEASE AGREEMENT




THIS
AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”) is made and
entered into this _____________________, 2005, effective as of January 1, 2005, by and between
FIRST STATES INVESTORS 5000A, LLC, a Delaware limited liability company
(hereinafter called “Landlord”), and BANK
OF AMERICA, N.A., a national banking association (hereinafter called “Tenant”), with the
limited joinder of FIRST STATES GROUP, L.P., a Delaware limited partnership
(“FSG”).  Terms
with initial capital letters used in this Lease shall have the meanings assigned
for such terms in Section
1.1(b).




BACKGROUND




A.           Landlord
and Tenant are parties to a certain Master Lease Agreement dated as of June 30,
2003, respecting certain Leased Premises located within certain Properties, all
as more fully described therein, as modified by that certain Side Letter
Agreement between said parties dated as of June 30, 2003, and the First
Amendment to Master Lease Agreement dated September 30, 2003 (said Master Lease
Agreement as so modified, the “Master
Lease”).





B.           Landlord
and Tenant desire to amend and restate the Master Lease in its entirety upon the
terms and conditions more fully set forth herein.




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:
                
                June
      30, 2003.Expiration
      Date:
                
                June
      30, 2023.Initial
      Term:
                
                Commencing
      on the Commencement Date, and, unless sooner terminated as herein
      provided, ending on the Expiration Date.Leased
      Premises:
                
                All
      those portions of the Properties identified in the Lease Supplements, as
      the same are amended from time to time, as being demised and leased to
      Tenant hereunder, including the identified Net Rentable Areas within the
      Buildings and, where applicable, the Drive-Through Banking
      Facilities.  Each time there is an addition to, subtraction from
      or other change in the configuration of the Leased Premises as herein
      provided, including pursuant to Section 6.1
      (Condemnation), Section 6.3
      (Casualty), Article IX
      (Purchase and Sale), Article X
      (Expansion Rights) and Article XI
      (Contraction Rights), Landlord and Tenant, within thirty (30) days
      following the effective date of the change, shall execute amendments to
      the applicable Lease Supplements (based upon the form attached as Exhibit B-1
      hereto) and to Exhibit A
      hereto to confirm the configuration and Net Rentable Area of the Leased
      Premises, Tenant’s Occupancy Percentage in each Building and the Annual
      Basic Rent for each Leased Premises and, to the extent applicable, any
      adjustment in Parking Areas and be accompanied by a revised Exhibit A
      hereto.








Landlord’s
      Address for
                          Notices:
                        
                        First
      States Investors 5000A, LLC
                          c/o
      First States Group, L.P.
                          1725
      The Fairway
                          Jenkintown,
      PA 19046
                          Attention:  Nicholas
      S. Schorsch, President and CEO
                          Fax
      Number:  (215) 887-2585with a copy to:
                        
                        First
      States Group, L.P.
                          1725
      The Fairway
                          Jenkintown,
      PA 19046
                          Attention:  Edward
      J. Matey Jr., General Counsel
                          Fax:  (215)
      887-9856Tenant’s
      Address for Notices:
                        
                        Bank
      of America, N.A.
                          525
      North Tryon
                          4th
      Floor – Corporate Real Estate Department
                          NC1-023-03-03
                          Charlotte,
      NC 28255
                          Attention:  Property
      Services
                          Fax:  (704)
      386-7339with a copy to:
                        
                        Bank
      of America, N.A.
                          800
      Market Street
                          M01-800-11-10
                          St.
      Louis, MO  63101
                          Attention:  Gary
      Preston, Assistant General Counsel
                          Fax:  (314)
      466-6027and to:
                        
                        Trammell
      Crow Corporate Services, Inc.
                          2850
      North Federal Highway
                          Lighthouse
      Point, Florida  33064
                          Attention:  Chuck
      Dunn, Senior Vice President
                          Fax:  (954)
      786-4405


2





and to:
                    
                    Jones
      Lang LaSalle Americas, Inc.
                      355
      South Grand Avenue
                      Suite
      4280
                      Los
      Angeles, CA  90071
                      Attention:  John
      L. Vinnicombe, Executive Vice President
                      Fax:  (213)
      680-4933Interest
      Holder’s Address for Notices:
                    
                    German
      American Capital Corporation
                      60
      Wall Street, 10th Floor
                      New
      York, NY  10005
                      Attention:  Eric
      M. Schwartz and General Counsel
                      Fax:  (212)
      797-4488with a copy to:
                    
                    Skadden,
      Arps, Slate, Meagher & Flom LLP
                      Four
      Times Square
                      New
      York, NY  10036-6522
                      Attention:  Harvey
      R. Uris, Esquire
                      Fax:  (917)
      777-2212


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




“AAA” shall mean the
American Arbitration Association.




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




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




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




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




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


3




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




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




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




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




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




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




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


4




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




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




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




“ATM” shall mean
automated teller machine.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




5




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




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




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




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




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




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




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




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




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




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


6


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




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




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




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




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




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




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




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




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


7




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




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




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




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




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




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




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




“Fair Market Rental
Value” shall mean the fair market rental value, as of the date the
determination is made, that would be obtained in an arm’s-length net lease
(i.e., net of all operating expenses, real estate taxes, utilities and other
pass-throughs) between an informed and willing tenant (other than a tenant in
possession) and an informed and willing landlord, neither of whom is under any
compulsion to enter into such transaction, for space in Comparable Buildings
that is comparable in size, location and quality to the Leased Premises, for a
comparable term.  Such Fair Market Rental Value shall be calculated
assuming that (i) the Leased Premises are in the condition and state of repair
required under the Lease, (ii) Tenant is in compliance with the requirements of
the Lease and (iii) Tenant will accept the Leased Premises in “AS-IS”
condition.  In determining the Fair Market Rental Value for Property,
the Appraiser shall give due consideration, to and make any necessary
adjustments to the rentals paid at Comparable Buildings in light of, the
following factors: (i) Tenant will not receive, and Landlord will not pay, any
tenant improvement, relocation, moving or other allowance, rent abatement or
other reduced or free rent period or any other allowance or concession in
connection with Tenant’s leasing of the Leased Premises, (ii) except as
expressly provided herein with respect to Expansion Space, Tenant’s obligation
to pay Rent commences on the date possession of the Leased Premises are
delivered to Tenant, (iii) Landlord will not pay any brokers’ fee or commission
in connection with Tenant’s leasing of the Leased Premises, (iv) the Landlord’s
inclusion, and Tenant’s payment, of amortized capital expenditures in Operating
Expenses to the extent provided in this Lease and (v) the creditworthiness of
Tenant and the tenants at Comparable Buildings.  For Short Term
Expansion Space only, the Fair Market Rental Value shall be determined without
regard to the value added by any alterations or improvements made to such space
by Tenant after it was added to the Lease Premises as provided in Article
X.




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




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


8




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




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




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




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




“Force Majeure Events”
shall mean events beyond Landlord’s or Tenant’s (as the case may be) control,
which shall include all labor disputes, governmental regulations or controls,
war, fire or other casualty, inability to obtain any material or services, acts
of God, or any other cause not within the reasonable control of Landlord or
Tenant (as the case may be).  The times for performance set forth in
this Lease (other than for monetary obligations of a party) shall be extended to
the extent performance is delayed by Force Majeure Events.




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




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




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




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




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


9




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




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




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




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




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




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




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




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




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




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




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




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




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




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


10


“Lease Supplement”
shall mean, for each Property, a supplement to this Lease based upon the form
attached as Exhibit
B-1 hereto that describes and depicts, in detail, the Leased Premises for
such Property and any Landlord or Tenant rights or obligations that are specific
to that Property, including any emergency generators, uninterrupted power
systems, supplemental HVAC systems and other specialty items of whose capacities
are dedicated for Tenant’s sole use and that Tenant desires Landlord to
maintain, repair and replace, at Tenant’s election, as an Above Standard
Service.  The Lease Supplements for the Properties located at (i) 1825
E. Buckeye Road, Phoenix, AZ (AZCAM-030, AZCAT-030, AZMAR-030 and ACMCD-030),
(ii) 9000 Southside Boulevard, Jacksonville, FL (FLJAC-030, FLJAC-130,
FLJAC-230, FLJAC-330, FLJAC-430, FLJAC-530, FLJAC-630, FLJAC-730 and FLJAC-830)
and (iii) 231 S. LaSalle Street, Chicago, IL (ILBANA-076) shall grant Tenant a
right of first refusal to lease additional space that becomes available in such
Properties prior to December 31, 2005, for an Annual Basic Rent equal to the Net
Rentable Area of the space so added multiplied by the Annual Basic Rent
Factor.  The Term of this Lease for any space so added shall be
coterminous with the Term of this Lease for the remainder of the Leased
Premises, but any space so added shall not be included as Coterminous Expansion
Space for any purpose under this Lease.




“Lease Year” shall
mean a period of one (1) year; provided that the first Lease Year shall commence
on the Commencement Date and shall end on June 30, 2004; the second Lease Year
commences upon the expiration of the first Lease Year and ends one (1) year
later, and all subsequent Lease Years commence upon the expiration of the prior
Lease Year, except that the last Lease Year during the Term ends on the last day
of the Term.  The Lease Year for all Properties covered by this Lease
shall be the same.




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




“MAI” shall mean
Member of the Appraisal Institute.




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




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




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




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




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




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


11


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




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




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




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




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




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




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




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




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




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




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




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




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




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


12


“Purchase Agreement”
shall mean that certain Amended and Restated Agreement of Sale and Purchase by
and between Tenant, as seller, and Landlord as successor-in-interest by
assignment to FSG, as purchaser, dated April 16, 2003, as amended.




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




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




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




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




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




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




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




“Renewal Option Notice
Date” shall mean, with respect to a Renewal Option, the date on which
Tenant sends written notice of exercise of such Renewal Option to Landlord as
provided in Section
1.4.




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




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




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




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




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




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




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




“SAR” shall mean
Strategic Alliance Realty.




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




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


13


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




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




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




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




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




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




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




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




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




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




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




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




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




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


14




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




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




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




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




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




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




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




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




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




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




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


15


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




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




(a)           Subject
to the conditions hereinafter set forth, Tenant is hereby granted options
(individually, a “Renewal Option” and,
collectively, the “Renewal Options”) to
renew the Term with respect to any or all of the Leased Premises then demised to
Tenant (including any Expansion Space) for six (6) successive periods of five
(5) years each (individually, a “Renewal Term” and
collectively the “Renewal Terms”);
provided that the Term of this Lease shall not extend, for any portion of the
Leased Premises whenever added to this Lease beyond June 30, 2053.




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


16


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




(d)           Within
thirty (30) days following the Renewal Option Notice Date, Landlord shall
deliver to Tenant, a proposal setting forth Landlord’s determination of the Fair
Market Rental Value for the Renewal Premises during the applicable Renewal
Term.  For thirty (30) days thereafter, Landlord and Tenant shall
negotiate in good faith to reach agreement as to the Fair Market Rental Value
for the Renewal Premises.  Tenant’s leasing of the Renewal Premises
shall be upon the same terms and conditions as set forth in this Lease, except
(i) the Annual Basic Rent during the Renewal Term shall be determined as
specified in Sections
1.4(c) and (e) and (ii) the
leasehold improvements for the space in question will be provided in their
existing condition, on an “AS-IS” basis at the time the Renewal Term
commences.  Once established, the Annual Basic Rent for the applicable
Renewal Term will remain fixed for each five (5) year Renewal Term, and be paid
monthly in advance.


17


(e)           If
Landlord and Tenant are unable to reach a definitive agreement as to the Fair
Market Rental Value applicable to Renewal Premises within sixty (60) days
following the Renewal Option Notice Date, the Fair Market Rental Value will be
submitted for resolution in accordance with the provisions of this Section
1.4(e).  Within seventy-five (75) days following the Renewal
Option Notice Date (or, if later, within fifteen (15) days following the date on
which either Landlord or Tenant notifies the other party in writing that such
notifying party desires to have the Annual Basic Rent for a Renewal Term
determined by appraisal), Landlord and Tenant shall each select and engage an
Appraiser to determine the Fair Market Rental Value of the Renewal
Premises.  If either party fails to select and engage an Appraiser
within such time, if such failure continues for more than five (5) business days
following such party’s receipt of written notice that states in all capital
letters (or other prominent display) that such party has failed to select an
Appraiser as required under the Lease and will be deemed to have waived certain
rights granted to it under the Lease unless it selects an Appraiser within five
(5) business days, the Fair Market Rental Value will be determined by the
Appraiser engaged by the other party.  Each Appraiser shall prepare an
appraisal report and submit it to both Landlord and Tenant within thirty (30)
days following the date on which the last Appraiser was selected.  If
the higher of the two appraisals of Fair Market Rental Value does not exceed one
hundred five percent (105%) of the lower of the two appraisals of Fair Market
Rental Value, then the average of the two (2) appraisals shall be the Fair
Market Rental Value for the Renewal Premises.  If the higher of the
two appraisals of Fair Market Rental Value exceeds 105% of the lower of the two
appraisals of Fair Market Rental Value, then within seven (7) days after receipt
by Landlord and Tenant of both appraisal reports, the Appraisers selected by
Landlord and Tenant shall agree on a third Appraiser to determine Fair Market
Rental Value.  The third Appraiser shall not perform a third
appraisal, but shall, within ten (10) days after his or her designation, select
one (1) of the two (2) appraisals already performed, whichever of the two
appraisals the third Appraiser determines to be closest to Fair Market Rental
Value, as the controlling determination of the Fair Market Rental
Value.  The decision of the third Appraiser shall be conclusive, and,
subject to the limitations expressed in Section 1.4(c), shall
be the Fair Market Rental Value for the Renewal Premises for the Renewal
Term.  Each party shall pay the costs of its Appraiser and one-half of
the cost of the third Appraiser.  The instructions to the Appraisers
with respect to the determination of the Fair Market Rental Value applicable to
such space will be to determine the Fair Market Rental Value for such space as
of the relevant Renewal Term, assuming that such space will be leased on an
“AS-IS” basis.  Within thirty (30) days following the determination of
the Fair Market Rental Value, Tenant shall elect one (1) of the following
options:  (A) to revoke the exercise of the subject Renewal Option, in
which event, the Term of this Lease for the Leased Premises to which the notice
of revocation applies shall automatically, and without further action of
Landlord or Tenant, expire on the later of (1) the expiration of the then
existing Term or (2) the last day of the calendar month that is six (6) months
following the month in which Tenant’s notice of revocation was given to Landlord
or (B) to renew the Lease at the rate to be determined in accordance with this
Section 1.4(e)
after the Fair Market Rental Value has been determined by
appraisal.  If Tenant fails to exercise any of the foregoing options
within the thirty (30) day period, Tenant shall be deemed to have elected option
(A).  If Tenant has elected option (B), Tenant thereby shall have
irrevocably exercised its right to renew the Term and Tenant may not thereafter
withdraw the exercise of the Renewal Option; in such event the renewal of this
Lease (as to the Renewal Premises) shall be upon the same terms and conditions
of this Lease, except (i) the Annual Basic Rent during the Renewal Term shall be
determined in accordance with the foregoing provisions and (ii) the leasehold
improvements for the space in question will be provided in their existing
condition, on an “AS-IS” basis at the time the Renewal Term
commences.  If the Annual Basic Rent for a Renewal Term has not been
determined prior to the commencement of such Renewal Term, Tenant shall pay to
Landlord as of the commencement of the Renewal Term the same Annual Basic Rent
as Tenant was paying immediately prior to the commencement of the Renewal Term,
subject to adjustment upon final determination.  Once established, the
Annual Basic Rent for the Renewal Term will remain fixed for each five (5) year
Renewal Term, and be paid monthly in advance.




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


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




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




ARTICLE
II


RENTAL AND OPERATING
EXPENSES




2.1           Rental
Payments.




(a)           Beginning
on the Commencement Date, Tenant shall pay Annual Basic Rent, Excess Basic Rent,
if any, 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.  Unless
otherwise specified herein, Excess Basic Rent and Above Standard Services Rent
shall be payable twenty (20) days following Landlord’s submission to Tenant of
an invoice therefor.




(b)           Beginning
on the Commencement Date, and continuing throughout the Term of this Lease,
Tenant shall pay Annual Basic Rent to Landlord.  Annual Basic Rent
shall be adjusted from time to time each time there is a change in the Annual
Basic Rent Factor or in Tenant’s Occupancy Percentage for a
Property.  From and after the expiration of the Initial Term through
the expiration of the Renewal Term(s) (to the extent Tenant renews and extends
this Lease pursuant to Section 1.4 hereof),
Tenant shall pay Annual Basic Rent at the rate determined in accordance with the
provisions of Section
1.4.


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(c)           Intentionally
Omitted.




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




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




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


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




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




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


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2.2           Operating
Expenses.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




23


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




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




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




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




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




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




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




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




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




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




24


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




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




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




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




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




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




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




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




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




(xviii)     Intentionally
Omitted;




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




25


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




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




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




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


26


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




2.3           Real Estate
Taxes.




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




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


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




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


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2.4           Budget; Audit
Rights.




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


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


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ARTICLE
III


BUILDING SERVICES, IDENTITY,
SIGNAGE, AND MANAGEMENT




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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


33


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




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




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


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




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




3.3           Graphics and Building
Directory.




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




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




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3.4           Building Identity; Signage;
Exclusivity.




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




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




36


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




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




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




37


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




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




3.5           Communications
Equipment.




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




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




38


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




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




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




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




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




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




ARTICLE
IV


CARE OF PREMISES; LAWS,
RULES AND REGULATIONS




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


40


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




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


41




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




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


42




4.6          Environmental
Laws.




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




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




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


43


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




4.7          Prohibited
Uses.




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


44


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





ARTICLE
V


LEASEHOLD IMPROVEMENTS AND
REPAIRS




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




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


45


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




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


46




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




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




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


47


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




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




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




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




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


48




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




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




(h)           Intentionally
Omitted.




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




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




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




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


49


ARTICLE
VI


CONDEMNATION, CASUALTY AND
INSURANCE




6.1          Condemnation.




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




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




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




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


50




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




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




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




6.3          Casualty
Clause.




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


51




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




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




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




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




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


52


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




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




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




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


53




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




ARTICLE
VII


DEFAULTS, REMEDIES,
BANKRUPTCY, SUBORDINATION




7.1          Default and
Remedies.




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




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




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


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




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




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




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




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


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




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




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


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




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




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




(i)           terminate
this Lease as to any Property or Properties unless either (A) Tenant shall have
failed to pay, without the contractual right to abate or offset as herein
otherwise provided, Rent for such Property or Properties in an amount equal to
or greater than the amount of three (3) months’ Annual Basic Rent then due and
payable with respect to such Property or Properties, and such failure to pay
continues for a period of ten (10) days following Tenant’s receipt of written
notice thereof from Landlord, which notice shall state in all capital letters
(or other prominent display) that this Lease may be terminated as to such
Property or Properties if Tenant fails to promptly pay all overdue Rent for such
Properties or Properties, or (B) Tenant shall fail to comply with any final
order relating to such Property or Properties rendered pursuant to the dispute
resolution procedures outlined in Article XII within
the time periods set forth in such order, or, if no time periods are set forth
therein, then within such time period as is reasonably necessary to promptly and
diligently comply with such order, but not to exceed sixty (60) days, subject to
appropriate extensions for delays caused by Force Majeure Events, and such
failure to comply continues for a period of thirty (30) days following Tenant’s
receipt of written notice thereof from Landlord, which notice shall state in all
capital letters (or other prominent display) that this Lease may be terminated
as to such Property or Properties if Tenant fails to promptly comply with the
requirements of such order; or




(ii)           terminate
this Lease in its entirety unless Tenant shall have failed to pay, without the
contractual right to abate or offset as herein otherwise provided, Rent in an
amount equal to or greater than the amount of three (3) months’ Annual Basic
Rent then due and payable with respect to all Properties under this Lease, and
such failure to pay continues for a period of ten (10) days following Tenant’s
receipt of written notice thereof from Landlord, which notice shall state in all
capital letters (or other prominent display) that this Lease may be terminated
if Tenant fails to promptly pay all overdue Rent.


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




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




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




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


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




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




7.6          Holding
Over.




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




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


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




7.8           Estoppel
Certificate.  At the request of either Landlord or Tenant, the
other party will execute within ten (10) business days from the date of receipt
of the request, from time to time, an estoppel certificate substantially in the
form attached hereto as Exhibit E or in such
other form as may be reasonably requested by the requesting party; provided that
any request submitted by Landlord requesting an estoppel certificate by Tenant
shall be accompanied by an estoppel certificate executed by Landlord indicating
whether or not there are any then existing defaults by Tenant under this Lease,
and if so, describing said defaults.  Tenant and any third party
certifying, to the best of such party’s knowledge and belief, to the facts (if
true) described in such certificate.


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




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




ARTICLE
VIII


SUBLEASING, ASSIGNMENT,
LIABILITY, AND CONSENTS




8.1          Sublease or Assignment by
Tenant.




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




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


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




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




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




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




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


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




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




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


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




ARTICLE
IX


PURCHASE AND
SALE




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


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9.2          Right of First Offer on
Sale.




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




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


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9.3           Separate
Lease.  If Landlord either (a) conveys a Property to a party
that is not an Affiliate of Landlord after complying with the provisions of
Sections 9.1
and 9.2, to the
extent that the same are applicable, or (b) conveys a Property at which Tenant’s
Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of
FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a
Separate Lease with the new owner of the Property, as landlord, which Separate
Lease shall relate solely to the conveyed Property and shall (i) be for the same
Term, including Renewal Terms, as would otherwise pertain under this Lease (any
such Separate Lease, a “Continuing Term Separate
Lease”) or, at Tenant’s election and/or Landlord’s election, but, if at
Landlord’s election, subject to disapproval by Tenant in Tenant’s sole
discretion, an initial term of five (5) years, with renewal terms of five (5)
years each through the Expiration Date (any such Separate Lease, a “Five Year Term Separate
Lease”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if
any, and Additional Rent as would otherwise be payable under this Lease
(regardless of whether the Separate Lease is a Continuing Term Separate Lease or
a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms
and conditions as set forth in this Lease, except that (A) if the Contraction
Premises are located in a Property that is subject to a Continuing Term Separate
Lease, Tenant shall exercise the Contraction Rights granted to Tenant under
Article XI by
entering into a Contraction Assignment (if the Contraction Premises constitutes
all of the Leased Premises at the Property) or a Contraction Sublease (if the
Contraction Premises constitutes a portion, but less than all, of the Leased
Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG
and (B) Tenant shall have no Contraction Rights under Article XI for any
Properties subject to Five Year Term Separate Leases.  Immediately
upon the execution of a Separate Lease for a Property by the new owner of the
Property and Tenant, this Lease shall terminate with respect to such Property
and the Separate Lease shall in all aspects be controlling, except for FSG’s
obligation to enter into a Contraction Assignment or a Contraction Sublease, as
applicable, to effectuate Tenant’s exercise of Contraction Rights for any
Property subject to Continuing Term Separate Leases, which obligation of FSG
shall continue so long as Tenant continues to have Contraction Rights under this
Lease.  Notwithstanding the foregoing, (a) in no event shall Tenant’s
right to elect (without Landlord’s approval) a Five Year Term Separate Lease as
provided in this Section 9.3 apply to
any foreclosure of any Property or the delivery of any deed-in-lieu of
foreclosure and Tenant’s right to elect (without Landlord’s approval) a Five
Year Term Separate Lease shall terminate and be of no further force or effect
upon and following a foreclosure or the delivery of a deed-in-lieu of
foreclosure, and (b) Tenant’s obligation to pay Rent under a Separate Lease
shall not commence until Tenant has received at least ten (10) days prior
written notice of such third party landlord’s name, address and other payment
information.




ARTICLE
X


EXPANSION
RIGHTS




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


66




10.2        Tenant’s Expansion
Notice.




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




(b)           Intentionally
Omitted.




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




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


67




(a)           Intentionally
Omitted.




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




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


68


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




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




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




10.5        Excess Basic Rent;
Recalculation of Termination Rights.  Promptly following the
expiration of the Relocation Rights Exercise Period for each Coterminous
Expansion Space, Landlord shall determine whether Tenant has exercised, in whole
or in part, the Relocation Rights created by adding such Coterminous Expansion
Space to the Leased Premises and, if so, the Net Rentable Area of the
Contraction Premises so terminated.  If the aggregate Net Rentable
Area of the Contraction Premises terminated from this Lease as a result of
Tenant’s exercise of the Relocation Rights created by a particular Coterminous
Expansion Space is less than the Net Rentable Area of such Coterminous Expansion
Space (the Net Rentable Area of any such deficiency, the “Unused Relocation Rights
Area”), and if the Fair Market Rental Value of such Coterminous Expansion
Space (determined as provided in Section 10.4 and
calculated on a cost per Net Rentable Area basis) is greater than the Annual
Basic Rent Factor at the time such Coterminous Expansion Space is added to the
Leased Premises (the amount of any such excess, expressed in cost per Net
Rentable Area, the “FMRV Increment”),
Tenant shall pay Landlord additional basic rent (“Excess Basic Rent”)
during the Initial Term of this Lease for such Coterminous Expansion Space,
calculated as the Unused Relocation Rights Area for such Coterminous Expansion
Space multiplied by the FMRV Increment for such Coterminous Expansion
Space.  The Excess Basic Rent payable by Tenant during the Relocation
Rights Exercise Period for each Coterminous Expansion Space shall be payable,
lump sum in arrears, at the time Landlord determines that Excess Basic Rent is
payable with respect to such Coterminous Expansion Space.  Thereafter,
and continuing during the remainder of the Initial Term, Excess Basic Rent shall
be payable monthly, in advance, at the same time that Annual Basic Rent is
payable.  Any Excess Basic Rent payable by Tenant shall be increased
by one and one-half percent (1.5%) at the beginning of, as applicable, the
sixth, eleventh and sixteenth Lease Years; provided that the increase following
any period of less than five (5) years shall be pro rata. In the event Tenant is
required to pay Excess Basic Rent with respect to any Coterminous Expansion
Space as herein provided, effective as of the expiration of the Relocation
Rights Exercise Period for such Coterminous Expansion Space, Tenant’s aggregate
Termination Rights as described in Section 11.5 shall be
increased by an amount equal to the Unused Relocation Rights for such
Coterminous Expansion Rights multiplied by six percent (6%), with such product
multiplied by a fraction, the numerator of which is the number of Lease Years
remaining when the Relocation Rights Exercise Period for such Coterminous
Expansion Space commenced and the denominator of which is twenty
(20).


69




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




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




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


70




ARTICLE
XI


CONTRACTION
RIGHTS




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




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


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




11.4         Intentionally
Omitted.




11.5         Termination
Rights.  Subject to the terms and conditions of this Article
XI, Tenant shall have the right, exercisable at any time after the expiration of
the sixth month of the fourth Lease Year and prior to the expiration of the
Initial Term, to exercise Contraction Rights by surrendering to Landlord
Contraction Premises containing up to 312,669 square feet of Net Rentable Area,
in the aggregate (such rights, “Termination Rights”);
provided that (a) until the expiration of the sixth month of the fourth Lease
Year, Tenant may not exercise any Termination Rights, (b) prior to the
expiration of the sixth month of the ninth Lease Year, Tenant shall only be
permitted to exercise Termination Rights by sending Contraction Rights Exercise
Notices to Landlord on Contraction Premises containing Net Rentable Area of up
to 104,223 square feet, in the aggregate, and (c) prior to the expiration of the
sixth month of the fourteenth Lease Year, Tenant shall only be permitted to
exercise Termination Rights by sending Contraction Rights Exercise Notices to
Landlord on Contraction Premises containing Net Rentable Area of up to 208,446
square feet, in the aggregate.




11.6         Contraction Premises
Rent.  Annual Basic Rent, Excess Basic Rent, if any, and
Additional Rent for the Contraction Premises shall continue to be due and
payable until the later of (a) sixty (60) days following the date of Tenant's
Contraction Rights Exercise Notice for such Contraction Premises for Relocation
Rights or (b) the date on which Tenant shall vacate and surrender possession of
the Contraction Premises to Landlord as provided in Section 4.1 (the
later such date, the "Contraction Premises
Surrender Date").  Tenant shall bear all costs and expenses
incident to vacating and surrendering the Contraction Premises in the condition
required by this Article
XI.  Promptly following the Contraction Premises Surrender
Date, Landlord and Tenant shall amend the Lease Supplement for the Property in
which the Contraction Premises are located and Exhibit A to this
Lease to reflect the termination of the Contraction Premises from the Leased
Premises and to confirm the terms thereof, including the reduction in the Net
Rentable Area of the Leased Premises, the reduction in Annual Basic Rent and the
change to Tenant’s Occupancy Percentage at the Contraction
Premises.


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




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




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




ARTICLE
XII


DISPUTE
RESOLUTION




12.1        Approval Procedure; Dispute
Resolution.




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




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




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


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




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




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




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




(b)           If
the dispute or controversy involves the granting, withholding or conditioning of
consent or approval of a matter described in Sections 2.4
(Budget), 3.1(b) (Supplemental
HVAC), 3.4
(Signage), 3.5
(Communications Equipment), 5.2 (Alterations),
5.7 (Demising
Work), 5.8
(Art) and 8.1
(Subletting) hereof (collectively, the “Approval Matters”) or
if the dispute or controversy not involving an Approval Matter involves a total
cost to either party of One Million Dollars ($1,000,000.00) or less (a “Binding ADR
Dispute”), and if the parties shall be unsuccessful in their efforts to
negotiate a mutually satisfactory resolution of their dispute or disagreement,
the parties shall submit the matter to binding arbitration, and JAMS shall
provide to the parties a list of three (3) arbitrators, and each party may
strike one.  The remaining arbitrator shall serve as the arbitrator
for the dispute.  The arbitrator so selected shall furnish Landlord
and Tenant with a written decision within thirty (30) days after his or her
selection.  The parties agree to arbitrate any Binding ADR Dispute
pursuant to JAMS’ Streamlined Arbitration Rules as amended from time to time,
and as modified to the extent practicable to give effect to the agreement of the
parties as stated above in this Section
12.2(b).  Binding ADR Disputes shall not be conducted in person
unless either Landlord or Tenant shall request an in-person
arbitration.  The decision of the arbitrator in a Binding Dispute
shall be final and shall be binding upon the parties, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.


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




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




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




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




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




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




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


75




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




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




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




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




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




12.5        Mediation;
Litigation.  Unless the parties mutually agree to arbitrate a
Major Dispute, prior to either party commencing litigation, the parties shall
attempt to mediate such dispute.  Accordingly, except as provided in
Sections
12.2(d) or 13.1, no civil action
with respect to any dispute or disagreement arising out of or relating to this
Lease shall be commenced until the matter has been submitted to JAMS, or its
successor, for mediation.  Either party may commence mediation by
providing to JAMS and the other party a written request for mediation, setting
forth the subject of the dispute and the relief requested.  The
parties shall cooperate with JAMS and with one another in selecting a mediator
from JAMS’ panel of mediators, and in scheduling the mediation
proceedings.  The parties agree that they will participate in the
mediation in good faith, and that they will share equally in its
costs.  All offers, promises, conduct and statements, whether oral or
written, made in the course of the mediation by any of the parties, their
agents, employees, experts and attorneys, and by the mediator and any JAMS
employees, are confidential, privileged and inadmissible for any purpose,
including impeachment, in any litigation or other proceeding involving the
parties; provided that evidence that is otherwise admissible or discoverable
shall not be rendered inadmissible or non-discoverable as a result of its use in
the mediation.  Either party may seek equitable relief prior to the
mediation to preserve the status quo pending the completion of that
process.  Except for such an action to obtain equitable relief,
neither party may commence a civil action with respect to the matters submitted
to mediation until after the completion of the initial mediation session, or
forty-five (45) days after the date of filing the written request for mediation,
whichever occurs first. Mediation may continue after the commencement of a civil
action, if the parties so desire.  The provisions of this clause may
be enforced by any court of competent jurisdiction, and the prevailing party
shall be entitled to an award of all costs, fees and expenses, including
attorney’s fees, to be paid by the party against whom enforcement is
ordered.


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ARTICLE
XIII


TENANT
REMEDIES




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




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




ARTICLE
XIV


MISCELLANEOUS




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


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14.2         Brokers.  Tenant
represents that it has not engaged any broker, agent or similar party, other
than TCCS and JLL, with respect to the transactions contemplated by this
Lease.  Tenant agrees to indemnify and hold harmless Landlord from and
with respect to any claims for a brokerage fee, finder’s fee or similar payment
with respect to this Lease which is made by any party (other than TCCS and JLL)
claiming by, through or under Tenant.  Landlord represents that it has
not engaged any broker, agent or similar party with respect to the transactions
contemplated by this Lease other than SAR.  Landlord agrees to
indemnify and hold harmless Tenant from and with respect to any claims for a
brokerage fee, finder’s fee or similar payment with respect to this Lease which
is made by a party claiming by, through or under Landlord.  None of
TCCS, JLL or SAR shall be entitled to receive a separate commission from
Landlord in connection with this Lease or any amendment, renewal or modification
hereof.




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




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




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




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




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


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14.8         Severability.  If
any term or provision of this Lease, or the application thereof to any person or
circumstance, shall to any extent be invalid or unenforceable, the remainder of
this Lease, or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected thereby, and each provision of this Lease shall be valid and shall be
enforceable to the extent permitted by law.




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




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




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




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




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




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




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


79




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




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




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




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




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




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




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


80




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




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


81


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




LANDLORD:Witness:
                              
                              FIRST
      STATES INVESTORS
                                5000A,
      LLC, a Delaware limitedliability
      companyBy:Name:
                              
                              Name:  Sonya
      A. HuffmanTitle:  Vice
      PresidentTENANT:BANK
      OF AMERICA, N.A.,a
      national banking associationBy:Name:  Robert
      C. VailTitle:  Senior
      Vice PresidentAttest:By:Name:Title:


82


LIMITED
JOINDER





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





FSG:FIRST
      STATES GROUP, L.P.,a
      Delaware limited partnershipWitness:
                        
                        By:
                        First
      States Group, LLC,a
      Delaware limited liability company and its sole general
      partnerBy:Name:
                        
                        
                        
                        Sonya
      A. HuffmanVice
      PresidentDate:  ___________,
      2005


83


EXHIBIT
A


TO AMENDED AND RESTATED
MASTER LEASE





Property
                    Number
                  
                  Property Name
                  
                  Street Address
                  
                  City
                  
                  State
                  
                  Building
                    NRA
                  
                  Leased
                    Premises
                    NRA
                  
                  Tenant
                    Occupancy
                    PercentageBBD-5001
                  
                  Harrison
      Main
                  
                  204
      East Rush
                  
                  Harrison
                  
                  AR
                  
                  23,117
                  
                  4,234
                  
                  18.32%BBD-5003
                  
                  Camelback
      Uptown
                  
                  51
      E. Camelback Road
                  
                  Phoenix
                  
                  AZ
                  
                  9,555
                  
                  5,807
                  
                  60.77%BBD-5004
                  
                  Camelback-BOA
      Center
                  
                  1825
      E. Buckeye Road
                  
                  Phoenix
                  
                  AZ
                  
                  63,489
                  
                  63,489
                  
                  100.00%BBD-5005
                  
                  Catalina-Bank
      of America Ctr
                  
                  1825
      E. Buckeye Road
                  
                  Phoenix
                  
                  AZ
                  
                  196,911
                  
                  196,911
                  
                  100.00%BBD-5006
                  
                  Maricopa-Bank
      of America Ctr
                  
                  1825
      E. Buckeye Road
                  
                  Phoenix
                  
                  AZ
                  
                  63,622
                  
                  61,433
                  
                  96.56%BBD-5007
                  
                  McDowell-Bank
      of America Ctr
                  
                  1825
      E. Buckeye Road
                  
                  Phoenix
                  
                  AZ
                  
                  63,592
                  
                  63,592
                  
                  100.00%BBD-5008
                  
                  Mesa
      Main
                  
                  63
      W. Main Street
                  
                  Mesa
                  
                  AZ
                  
                  20,960
                  
                  20,960
                  
                  100.00%BBD-5009
                  
                  South
      Mountain-Bank of America
                  
                  1825
      E. Buckeye Road
                  
                  Phoenix
                  
                  AZ
                  
                  152,235
                  
                  74,262
                  
                  48.78%BBD-5010
                  
                  Auburn
                  
                  900
      High Street
                  
                  Auburn
                  
                  CA
                  
                  14,907
                  
                  10,273
                  
                  68.91%BBD-5011
                  
                  Bixby-Atlantic
                  
                  3804
      Atlantic Avenue
                  
                  Long
      Beach
                  
                  CA
                  
                  11,722
                  
                  11,722
                  
                  100.00%BBD-5012
                  
                  Calwa
                  
                  2611
      S. Cedar Avenue
                  
                  Fresno
                  
                  CA
                  
                  12,160
                  
                  12,160
                  
                  100.00%BBD-5013
                  
                  Cedar
      & Shields
                  
                  3435
      N. Cedar Avenue
                  
                  Fresno
                  
                  CA
                  
                  14,224
                  
                  14,224
                  
                  100.00%BBD-5014
                  
                  Coronado
      Beach
                  
                  1199
      Orange Avenue
                  
                  Coronado
                  
                  CA
                  
                  20,640
                  
                  11,920
                  
                  57.75%BBD-5015
                  
                  East
      Bakersfield Office
                  
                  1201
      Baker Street
                  
                  Bakersfield
                  
                  CA
                  
                  13,465
                  
                  13,465
                  
                  100.00%BBD-5016
                  
                  East
      Compton Branch
                  
                  518
      S. Long Beach Boulevard
                  
                  Compton
                  
                  CA
                  
                  10,294
                  
                  10,294
                  
                  100.00%BBD-5017
                  
                  El
      Segundo
                  
                  835
      N. Sepulveda Boulevard
                  
                  El
      Segundo
                  
                  CA
                  
                  12,141
                  
                  12,141
                  
                  100.00%BBD-5018
                  
                  Ellinwood
      Center #300
                  
                  300
      Ellinwood Way
                  
                  Pleasant
      Hill
                  
                  CA
                  
                  43,812
                  
                  43,687
                  
                  99.71%BBD-5019
                  
                  Ellinwood
      Center #400
                  
                  400
      Ellinwood Way
                  
                  Pleasant
      Hill
                  
                  CA
                  
                  43,703
                  
                  43,703
                  
                  100.00%BBD-5021
                  
                  Escondido
      Main Office
                  
                  220
      S. Escondido Blvd.
                  
                  Escondido
                  
                  CA
                  
                  20,913
                  
                  20,913
                  
                  100.00%BBD-5022
                  
                  Fresno
      Proof/Vault
                  
                  2111
      Tuolumme Street
                  
                  Fresno
                  
                  CA
                  
                  20,125
                  
                  20,125
                  
                  100.00%BBD-5023
                  
                  Gardena
      Main
                  
                  1450
      W. Redondo Beach Blvd.
                  
                  Gardena
                  
                  CA
                  
                  28,717
                  
                  24,687
                  
                  85.97%BBD-5024
                  
                  Glendale
      Main
                  
                  345
      N. Brand Blvd.
                  
                  Glendale
                  
                  CA
                  
                  38,085
                  
                  38,085
                  
                  100.00%BBD-5025
                  
                  Inglewood
      Main Office
                  
                  330
      E. Manchester Blvd.
                  
                  Inglewood
                  
                  CA
                  
                  27,197
                  
                  22,305
                  
                  82.01%BBD-5026
                  
                  Inland
      Empire Cash Vault
                  
                  1275
      S. Dupont Avenue
                  
                  Ontario
                  
                  CA
                  
                  61,959
                  
                  47,702
                  
                  76.99%BBD-5027
                  
                  Irvine
      Industrial
                  
                  4101
      Mac Arthur Blvd.
                  
                  Newport
      Beach
                  
                  CA
                  
                  21,509
                  
                  21,509
                  
                  100.00%








Property
                      Number
                    
                    Property Name
                    
                    Street Address
                    
                    City
                    
                    State
                    
                    Building
                      NRA
                    
                    Leased
                      Premises
                      NRA
                    
                    Tenant
                      Occupancy
                      PercentageBBD-5028
                    
                    La
      Jolla Main
                    
                    7680
      Girard Avenue
                    
                    La
      Jolla
                    
                    CA
                    
                    30,984
                    
                    12,302
                    
                    39.70%BBD-5029
                    
                    Lake
      & Colorado Branch
                    
                    880
      E. Colorado Blvd.
                    
                    Pasadena
                    
                    CA
                    
                    25,709
                    
                    25,709
                    
                    100.00%BBD-5030
                    
                    Lincoln
      Heights Branch
                    
                    2400
      N. Broadway
                    
                    Los
      Angeles
                    
                    CA
                    
                    14,868
                    
                    12,519
                    
                    84.20%BBD-5031
                    
                    Long
      Beach Financial
                    
                    150
      Long Beach Blvd.
                    
                    Long
      Beach
                    
                    CA
                    
                    48,033
                    
                    44,815
                    
                    93.30%BBD-5032
                    
                    Lynwood
      Branch
                    
                    3505
      E. Imperial Highway
                    
                    Lynwood
                    
                    CA
                    
                    11,096
                    
                    11,096
                    
                    100.00%BBD-5033
                    
                    Merced
                    
                    710
      W. Main Street
                    
                    Merced
                    
                    CA
                    
                    21,627
                    
                    21,627
                    
                    100.00%BBD-5034
                    
                    North
      Hollywood
                    
                    5025
      Lankershim Blvd.
                    
                    North
      Hollywood
                    
                    CA
                    
                    23,162
                    
                    22,897
                    
                    98.86%BBD-5035
                    
                    North
      Sacramento Branch
                    
                    1830
      Del Paso Blvd.
                    
                    Sacramento
                    
                    CA
                    
                    15,827
                    
                    15,827
                    
                    100.00%BBD-5036
                    
                    Oak
      Park Branch
                    
                    3810
      Broadway
                    
                    Sacramento
                    
                    CA
                    
                    9,900
                    
                    9,900
                    
                    100.00%BBD-5037
                    
                    Palmdale
      Branch
                    
                    839
      E. Palmdale Blvd.
                    
                    Palmdale
                    
                    CA
                    
                    12,641
                    
                    9,877
                    
                    78.13%BBD-5038
                    
                    Pico-Vermont
      Branch
                    
                    1232
      S. Vermont Blvd.
                    
                    Los
      Angeles
                    
                    CA
                    
                    9,046
                    
                    9,046
                    
                    100.00%BBD-5039
                    
                    Pomona
      Main
                    
                    444
      S. Garey Avenue
                    
                    Pomona
                    
                    CA
                    
                    30,963
                    
                    28,734
                    
                    92.80%BBD-5040
                    
                    Red
      Bluff Branch
                    
                    955
      Main Street
                    
                    Red
      Bluff
                    
                    CA
                    
                    18,105
                    
                    12,351
                    
                    68.22%BBD-5041
                    
                    Redding
      Main Branch
                    
                    1661
      East Street
                    
                    Redding
                    
                    CA
                    
                    29,113
                    
                    17,095
                    
                    58.72%BBD-5042
                    
                    Riverside
      Main
                    
                    3650
      14th Street
                    
                    Riverside
                    
                    CA
                    
                    35,803
                    
                    35,803
                    
                    100.00%BBD-5043
                    
                    Salinas
      Main Branch
                    
                    405
      Main Street
                    
                    Salinas
                    
                    CA
                    
                    21,001
                    
                    21,001
                    
                    100.00%BBD-5044
                    
                    San
      Bernadino Main
                    
                    303
      N. D Street
                    
                    San
      Bernadino
                    
                    CA
                    
                    43,912
                    
                    30,645
                    
                    69.79%BBD-5045
                    
                    Santa
      Barbara
                    
                    834
      State Street
                    
                    Santa
      Barbara
                    
                    CA
                    
                    23,373
                    
                    23,373
                    
                    100.00%BBD-5046
                    
                    Santa
      Maria Branch
                    
                    300
      Town Center East
                    
                    Santa
      Maria
                    
                    CA
                    
                    20,505
                    
                    20,505
                    
                    100.00%BBD-5047
                    
                    Sepulveda-Devonshire
      Branch
                    
                    10300-10306
      Sepul Veda Blvd.
                    
                    Mission
      Hills
                    
                    CA
                    
                    14,826
                    
                    11,086
                    
                    74.77%BBD-5048
                    
                    Stockdale
                    
                    5021
      California Avenue
                    
                    Bakersfield
                    
                    CA
                    
                    15,548
                    
                    15,548
                    
                    100.00%BBD-5049
                    
                    Stockton
      Main Office
                    
                    110
      E. Weber Street
                    
                    Stockton
                    
                    CA
                    
                    33,162
                    
                    24,679
                    
                    74.42%BBD-5050
                    
                    Sunnyvale
      Main Branch
                    
                    444
      S. Mathilda Avenue
                    
                    Sunnyvale
                    
                    CA
                    
                    31,691
                    
                    31,691
                    
                    100.00%BBD-5051
                    
                    Torrance
      Sartori
                    
                    1255
      Sartori Avenue
                    
                    Torrance
                    
                    CA
                    
                    15,342
                    
                    13,516
                    
                    88.10%BBD-5053
                    
                    Ventura
      Main Office
                    
                    1130
      S. Victoria
                    
                    Ventura
                    
                    CA
                    
                    16,024
                    
                    16,024
                    
                    100.00%BBD-5054
                    
                    Whittier
      Office
                    
                    7255
      S. Greenleaf Avenue
                    
                    Whittier
                    
                    CA
                    
                    33,497
                    
                    24,832
                    
                    74.13%BBD-5055
                    
                    Willow-Daisy
      Branch
                    
                    600
      W. Willow Street
                    
                    Long
      Beach
                    
                    CA
                    
                    9,626
                    
                    9,626
                    
                    100.00%BBD-5056
                    
                    Yuba
      City Branch
                    
                    100
      Butte House Road
                    
                    Yuba
      City
                    
                    CA
                    
                    18,044
                    
                    14,473
                    
                    80.21%BBD-5057
                    
                    Century
      Park
                    
                    1000
      Century Park Road
                    
                    Tampa
                    
                    FL
                    
                    68,867
                    
                    68,867
                    
                    100.00%








Property
                                      Number
                                    
                                    Property
      Name
                                    
                                    Street
      Address
                                    
                                    City
                                    
                                    State
                                    
                                    Building
                                      NRA
                                    
                                    Leased
                                      Premises
                                      NRA
                                    
                                    Tenant
                                      Occupancy
                                      PercentageBBD-5058
                                    
                                    Clermont
                                    
                                    690
      E. Highway 50
                                    
                                    Clermont
                                    
                                    FL
                                    
                                    13,410
                                    
                                    7,623
                                    
                                    56.85%BBD-5059
                                    
                                    Cordova
                                    
                                    5041
      Bayou Blvd.
                                    
                                    Pensacola
                                    
                                    FL
                                    
                                    27,665
                                    
                                    10,508
                                    
                                    37.98%BBD-5060
                                    
                                    Deland
                                    
                                    230
      N. Woodland Blvd.
                                    
                                    Deland
                                    
                                    FL
                                    
                                    64,075
                                    
                                    19,666
                                    
                                    30.69%BBD-5061
                                    
                                    Downtown
      Palmetto
                                    
                                    700
      8th Avenue West
                                    
                                    Palmetto
                                    
                                    FL
                                    
                                    28,409
                                    
                                    10,537
                                    
                                    37.09%BBD-5062
                                    
                                    Gulf
      to Bay
                                    
                                    1640
      Gulf to Bay Blvd.
                                    
                                    Clearwater
                                    
                                    FL
                                    
                                    16,992
                                    
                                    14,994
                                    
                                    88.24%BBD-5063
                                    
                                    Hallandale
      Beach
                                    
                                    801
      E. Hallandale Blvd.
                                    
                                    Hallandale
                                    
                                    FL
                                    
                                    42,557
                                    
                                    18,996
                                    
                                    44.64%BBD-5064
                                    
                                    Jacksonville
      Ops CTR #100
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    249,566
                                    
                                    249,566
                                    
                                    100.00%BBD-5065
                                    
                                    Jacksonville
      Ops CTR #200
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    121,315
                                    
                                    121,315
                                    
                                    100.00%BBD-5066
                                    
                                    Jacksonville
      Ops CTR #300
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    114,148
                                    
                                    114,148
                                    
                                    100.00%BBD-5067
                                    
                                    Jacksonville
      Ops CTR #400
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    173,160
                                    
                                    173,160
                                    
                                    100.00%BBD-5068
                                    
                                    Jacksonville
      Ops CTR #500
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    116,891
                                    
                                    116,891
                                    
                                    100.00%BBD-5069
                                    
                                    Jacksonville
      Ops CTR #600
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    297,026
                                    
                                    297,026
                                    
                                    100.00%BBD-5070
                                    
                                    Jacksonville
      Ops CTR #700
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    117,722
                                    
                                    117,722
                                    
                                    100.00%BBD-5071
                                    
                                    Jacksonville
      Ops CTR/Daycare
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    21,425
                                    
                                    21,425
                                    
                                    100.00%BBD-5072
                                    
                                    Jacksonville
      Ops CTR/Garage#2
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    4,587
                                    
                                    4,587
                                    
                                    100.00%BBD-5073
                                    
                                    Jacksonville
      Ops CTR/School
                                    
                                    9000
      Southside Blvd.
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    21,879
                                    
                                    21,879
                                    
                                    100.00%BBD-5074
                                    
                                    Lighthouse
      Point
                                    
                                    2850
      N. Federal Highway
                                    
                                    LighthousePoint
                                    
                                    FL
                                    
                                    27,008
                                    
                                    20,685
                                    
                                    76.59%BBD-5075
                                    
                                    Mendham
      Operations Center
                                    
                                    707
      Mendham
                                    
                                    Orlando
                                    
                                    FL
                                    
                                    112,357
                                    
                                    47,374
                                    
                                    42.16%BBD-5078
                                    
                                    North
      Hialeah
                                    
                                    1
      E. 49th Street
                                    
                                    Hialeah
                                    
                                    FL
                                    
                                    10,678
                                    
                                    8,216
                                    
                                    76.94%BBD-5079
                                    
                                    Ocala
      Downtown
                                    
                                    35
      S.E. 1st Avenue
                                    
                                    Ocala
                                    
                                    FL
                                    
                                    27,978
                                    
                                    19,050
                                    
                                    68.09%BBD-5080
                                    
                                    Plaza
                                    
                                    900
      S. Federal Highway
                                    
                                    Stuart
                                    
                                    FL
                                    
                                    35,267
                                    
                                    24,804
                                    
                                    70.33%BBD-5081
                                    
                                    Port
      Charlotte
                                    
                                    21175
      Olean Blvd.
                                    
                                    Port
      Charlotte
                                    
                                    FL
                                    
                                    13,072
                                    
                                    9,813
                                    
                                    75.07%BBD-5082
                                    
                                    Ridgewood
                                    
                                    231
      S. Ridegwood Drive
                                    
                                    Sebring
                                    
                                    FL
                                    
                                    30,747
                                    
                                    8,759
                                    
                                    28.49%BBD-5083
                                    
                                    San
      Jose
                                    
                                    3535
      University Blvd. West
                                    
                                    Jacksonville
                                    
                                    FL
                                    
                                    6,658
                                    
                                    6,658
                                    
                                    100.00%BBD-5084
                                    
                                    South
      Region TPC
                                    
                                    17100
      N.W. 59th Avenue
                                    
                                    Miami
      Lakes
                                    
                                    FL
                                    
                                    115,749
                                    
                                    115,749
                                    
                                    100.00%BBD-5086
                                    
                                    Westshore
      Mall
                                    
                                    100
      N. Westshore Blvd.
                                    
                                    Tampa
                                    
                                    FL
                                    
                                    19,201
                                    
                                    19,201
                                    
                                    100.00%BBD-5088
                                    
                                    Winter
      Park
                                    
                                    750
      S. Orlando Avenue
                                    
                                    Winter
      Park
                                    
                                    FL
                                    
                                    33,126
                                    
                                    17,567
                                    
                                    53.03%BBD-5089
                                    
                                    Hollywood/Tyler
                                    
                                    1900
      Tyler Street
                                    
                                    Hollywood
                                    
                                    FL
                                    
                                    27,934
                                    
                                    10,546
                                    
                                    37.75%BBD-5091
                                    
                                    Bull
      Street
                                    
                                    22
      Bull Street
                                    
                                    Savannah
                                    
                                    GA
                                    
                                    21,625
                                    
                                    21,127
                                    
                                    97.70%








Property
                                      Number
                                    
                                    Property
      Name
                                    
                                    Street
      Address
                                    
                                    City
                                    
                                    State
                                    
                                    Building
                                      NRA
                                    
                                    Leased
                                      Premises
                                      NRA
                                    
                                    Tenant
                                      Occupancy
                                      PercentageBBD-5092
                                    
                                    Cartersville
      Main
                                    
                                    102
      E. Main Street
                                    
                                    Cartersville
                                    
                                    GA
                                    
                                    25,016
                                    
                                    6,713
                                    
                                    26.83%BBD-5094
                                    
                                    Moultrie
      Main
                                    
                                    300
      S. Main Street
                                    
                                    Moultrie
                                    
                                    GA
                                    
                                    23,753
                                    
                                    7,025
                                    
                                    29.58%BBD-5095
                                    
                                    Valdosta
      Main
                                    
                                    106
      S. Patterson Street
                                    
                                    Valdosta
                                    
                                    GA
                                    
                                    40,607
                                    
                                    14,056
                                    
                                    34.61%BBD-5096
                                    
                                    Winder
      (BS)
                                    
                                    102
      N. Broad Street
                                    
                                    Winder
                                    
                                    GA
                                    
                                    10,691
                                    
                                    6,808
                                    
                                    63.68%BBD-5097
                                    
                                    Coeur
      D'alene Branch
                                    
                                    401
      Front Street
                                    
                                    Coeur
      D'alene
                                    
                                    ID
                                    
                                    18,313
                                    
                                    6,699
                                    
                                    36.58%BBD-5098
                                    
                                    Bank
      of America Center
                                    
                                    231
      S. La Salle Street
                                    
                                    Chicago
                                    
                                    IL
                                    
                                    983,778
                                    
                                    834,261
                                    
                                    84.80%BBD-5099
                                    
                                    Mission
      Facility
                                    
                                    9500
      Mission Road
                                    
                                    Overland
      Park
                                    
                                    KS
                                    
                                    23,527
                                    
                                    15,098
                                    
                                    64.17%BBD-5100
                                    
                                    Penn
      Street Facility
                                    
                                    501
      N. Penn Street
                                    
                                    Independence
                                    
                                    KS
                                    
                                    22,933
                                    
                                    8,761
                                    
                                    38.20%BBD-5101
                                    
                                    Annapolis
      Church Circle-BAL
                                    
                                    10
      Church Circle
                                    
                                    Annapolis
                                    
                                    MD
                                    
                                    18,432
                                    
                                    18,432
                                    
                                    100.00%BBD-5102
                                    
                                    Highlandtown-BAL
                                    
                                    3415-3417
      Eastern Avenue
                                    
                                    Baltimore
                                    
                                    MD
                                    
                                    18,017
                                    
                                    18,017
                                    
                                    100.00%BBD-5103
                                    
                                    Columbia
      Facility
                                    
                                    800
      Cherry Street
                                    
                                    Columbia
                                    
                                    MO
                                    
                                    22,149
                                    
                                    13,081
                                    
                                    59.06%BBD-5104
                                    
                                    Concord
      Villiage
                                    
                                    5353
      S. Lindbergh Blvd.
                                    
                                    St.
      Louis
                                    
                                    MO
                                    
                                    21,167
                                    
                                    15,049
                                    
                                    71.10%BBD-5105
                                    
                                    Downtown
      Facility
                                    
                                    210
      W. 8th Street
                                    
                                    Rolla
                                    
                                    MO
                                    
                                    12,598
                                    
                                    5,473
                                    
                                    43.44%BBD-5106
                                    
                                    Florissant
      Facility
                                    
                                    880
      Rue Saint Francois
                                    
                                    Florissant
                                    
                                    MO
                                    
                                    17,963
                                    
                                    10,711
                                    
                                    59.63%BBD-5107
                                    
                                    Hampton
      Main Facility
                                    
                                    4301
      Hampton Avenue
                                    
                                    St.
      Louis
                                    
                                    MO
                                    
                                    25,061
                                    
                                    15,483
                                    
                                    61.78%BBD-5108
                                    
                                    Independence
      Square
                                    
                                    129
      W. Lexington Avenue
                                    
                                    Independence
                                    
                                    MO
                                    
                                    30,702
                                    
                                    13,988
                                    
                                    45.56%BBD-5109
                                    
                                    Lexington
      Facility
                                    
                                    1016
      Main Street
                                    
                                    Lexington
                                    
                                    MO
                                    
                                    13,554
                                    
                                    4,537
                                    
                                    33.47%BBD-5110
                                    
                                    Mexico
      Facility
                                    
                                    222
      S. Jefferson Street
                                    
                                    Mexico
                                    
                                    MO
                                    
                                    26,450
                                    
                                    5,595
                                    
                                    21.15%BBD-5111
                                    
                                    Oak
      Trafficway Facility
                                    
                                    8320
      N. Oak Trafficway
                                    
                                    N.
      Kansas City
                                    
                                    MO
                                    
                                    31,107
                                    
                                    9,771
                                    
                                    31.41%BBD-5112
                                    
                                    Richland
      Facility
                                    
                                    112
      McClurg Street
                                    
                                    Richland
                                    
                                    MO
                                    
                                    9,627
                                    
                                    9,627
                                    
                                    100.00%BBD-5113
                                    
                                    South
      Glenstone Facility
                                    
                                    2940
      S. Glenstone Avenue
                                    
                                    Springfield
                                    
                                    MO
                                    
                                    15,221
                                    
                                    15,221
                                    
                                    100.00%BBD-5114
                                    
                                    West
      Sunshine Facility
                                    
                                    710
      W. Sunshine Street
                                    
                                    Springfield
                                    
                                    MO
                                    
                                    14,835
                                    
                                    12,299
                                    
                                    82.91%BBD-5115
                                    
                                    William
      Street Facility
                                    
                                    2001
      William Street
                                    
                                    Cape
      Girardeau
                                    
                                    MO
                                    
                                    28,417
                                    
                                    10,187
                                    
                                    35.85%BBD-5116
                                    
                                    Tryon-Odell
      Building
                                    
                                    525
      N. Tryon Street
                                    
                                    Charlotte
                                    
                                    NC
                                    
                                    405,738
                                    
                                    264,779
                                    
                                    65.26%BBD-5117
                                    
                                    Albuquerque
      Operations Center
                                    
                                    725
      6th Street N.W.
                                    
                                    Albuquerque
                                    
                                    NM
                                    
                                    59,482
                                    
                                    37,029
                                    
                                    62.25%BBD-5118
                                    
                                    East
      Central Facility
                                    
                                    4401
      Central Avenue N.E.
                                    
                                    Albuquerque
                                    
                                    NM
                                    
                                    19,249
                                    
                                    7,466
                                    
                                    38.79%BBD-5119
                                    
                                    Henderson
                                    
                                    107
      Water Street
                                    
                                    Henderson
                                    
                                    NV
                                    
                                    12,693
                                    
                                    5,145
                                    
                                    40.53%BBD-5120
                                    
                                    Paradise
      Valley
                                    
                                    1077
      E. Sahara Avenue
                                    
                                    Las
      Vegas
                                    
                                    NV
                                    
                                    17,713
                                    
                                    12,098
                                    
                                    68.30%BBD-5121
                                    
                                    Admiral
                                    
                                    5950
      E. Admiral Place
                                    
                                    Tulsa
                                    
                                    OK
                                    
                                    19,161
                                    
                                    8,907
                                    
                                    46.49%BBD-5122
                                    
                                    Muskogee
      Main Facility
                                    
                                    230
      W. Broadway
                                    
                                    Muskogee
                                    
                                    OK
                                    
                                    23,908
                                    
                                    7,223
                                    
                                    30.21%








Property
                                      Number
                                    
                                    Property
      Name
                                    
                                    Street
      Address
                                    
                                    City
                                    
                                    State
                                    
                                    Building
                                      NRA
                                    
                                    Leased
                                      Premises
                                      NRA
                                    
                                    Tenant
                                      Occupancy
                                      PercentageBBD-5123
                                    
                                    Aiken
      Main Office
                                    
                                    167
      Laurens Street
                                    
                                    Aiken
                                    
                                    SC
                                    
                                    21,056
                                    
                                    10,453
                                    
                                    49.64%BBD-5124
                                    
                                    Murfreeboro
      Main Office
                                    
                                    120
      E. Main Street
                                    
                                    Murfreesboro
                                    
                                    TN
                                    
                                    25,927
                                    
                                    10,607
                                    
                                    40.91%BBD-5126
                                    
                                    Aransas
      Pass (CCNB)
                                    
                                    221
      S. Commercial Street
                                    
                                    Aransas
      Pass
                                    
                                    TX
                                    
                                    14,132
                                    
                                    6,640
                                    
                                    46.99%BBD-5127
                                    
                                    Brownwood
                                    
                                    1
      Center Avenue
                                    
                                    Brownwood
                                    
                                    TX
                                    
                                    24,018
                                    
                                    7,269
                                    
                                    30.26%BBD-5128
                                    
                                    Carrollton
                                    
                                    1101
      S. Josey Lane
                                    
                                    Carrollton
                                    
                                    TX
                                    
                                    16,107
                                    
                                    14,941
                                    
                                    92.76%BBD-5129
                                    
                                    Dalhart
      Banking Center
                                    
                                    323
      Denver Avenue
                                    
                                    Dalhart
                                    
                                    TX
                                    
                                    19,055
                                    
                                    4,475
                                    
                                    23.48%BBD-5130
                                    
                                    Denison
                                    
                                    300
      W. Main Street
                                    
                                    Denison
                                    
                                    TX
                                    
                                    22,986
                                    
                                    8,045
                                    
                                    35.00%BBD-5131
                                    
                                    Dumas
      Banking Center
                                    
                                    501
      N. Bliss Avenue
                                    
                                    Dumas
                                    
                                    TX
                                    
                                    15,619
                                    
                                    6,200
                                    
                                    39.70%BBD-5132
                                    
                                    Fort
      Sam Houston
                                    
                                    1422
      E. Grayson Street
                                    
                                    San
      Antonio
                                    
                                    TX
                                    
                                    58,649
                                    
                                    58,649
                                    
                                    100.00%BBD-5133
                                    
                                    Fort
      Worth East
                                    
                                    5651
      E. Lancaster Avenue
                                    
                                    Fort
      Worth
                                    
                                    TX
                                    
                                    28,308
                                    
                                    13,381
                                    
                                    47.27%BBD-5134
                                    
                                    Greenspoint
                                    
                                    12400
      Interstate 45 North
                                    
                                    Houston
                                    
                                    TX
                                    
                                    37,719
                                    
                                    37,719
                                    
                                    100.00%BBD-5135
                                    
                                    Mission
                                    
                                    1101
      N. Conway Avenue
                                    
                                    Mission
                                    
                                    TX
                                    
                                    13,088
                                    
                                    13,088
                                    
                                    100.00%BBD-5136
                                    
                                    Mount
      Pleasant
                                    
                                    302
      N. Jefferson Avenue
                                    
                                    Mt.
      Pleasant
                                    
                                    TX
                                    
                                    22,853
                                    
                                    9,993
                                    
                                    43.73%BBD-5137
                                    
                                    South
      Austin
                                    
                                    2501
      S. Congress Avenue
                                    
                                    Austin
                                    
                                    TX
                                    
                                    25,917
                                    
                                    12,324
                                    
                                    47.55%BBD-5137
                                    
                                    South
      Austin*
                                    
                                    2502
      S. Congress Avenue
                                    
                                    Austin
                                    
                                    TX
                                    
                                    25,917
                                    
                                    9,608
                                    
                                    37.07%BBD-5138
                                    
                                    Waco
                                    
                                    514
      Austin Avenue
                                    
                                    Waco
                                    
                                    TX
                                    
                                    41,851
                                    
                                    22,777
                                    
                                    54.42%BBD-5139
                                    
                                    Charlottesville
                                    
                                    300
      E. Main Street
                                    
                                    Charlottesville
                                    
                                    VA
                                    
                                    58,922
                                    
                                    47,455
                                    
                                    80.54%BBD-5140
                                    
                                    Lynchburg
                                    
                                    801
      Main Street
                                    
                                    Lynchburg
                                    
                                    VA
                                    
                                    63,337
                                    
                                    8,604
                                    
                                    13.58%BBD-5141
                                    
                                    Norton-7th
      Street
                                    
                                    702
      Park Avenue N.W.
                                    
                                    Norton
                                    
                                    VA
                                    
                                    20,017
                                    
                                    3,665
                                    
                                    18.31%BBD-5142
                                    
                                    Old
      Hampton
                                    
                                    1
      W. Queens Way
                                    
                                    Hampton
                                    
                                    VA
                                    
                                    25,448
                                    
                                    9,466
                                    
                                    37.20%BBD-5143
                                    
                                    Roanoke
                                    
                                    302
      S. Jefferson Street
                                    
                                    Roanoke
                                    
                                    VA
                                    
                                    31,681
                                    
                                    19,066
                                    
                                    60.18%BBD-5144
                                    
                                    South
      Boston
                                    
                                    606
      Broad Street
                                    
                                    South
      Boston
                                    
                                    VA
                                    
                                    23,549
                                    
                                    7,177
                                    
                                    30.48%BBD-5145
                                    
                                    Aberdeen
      Branch
                                    
                                    101
      E. Market Street
                                    
                                    Aberdeen
                                    
                                    WA
                                    
                                    35,864
                                    
                                    11,122
                                    
                                    31.01%BBD-5146
                                    
                                    Bank
      of America Financial Ctr
                                    
                                    601
      W. Riverside Avenue
                                    
                                    Spokane
                                    
                                    WA
                                    
                                    328,144
                                    
                                    48,404
                                    
                                    14.75%BBD-5147
                                    
                                    Bank
      of America Plaza
                                    
                                    820
      A Street
                                    
                                    Tacoma
                                    
                                    WA
                                    
                                    78,605
                                    
                                    28,785
                                    
                                    36.62%BBD-5148
                                    
                                    Bellingham
                                    
                                    112
      E. Holly Street
                                    
                                    Bellingham
                                    
                                    WA
                                    
                                    22,406
                                    
                                    22,406
                                    
                                    100.00%BBD-5149
                                    
                                    Bremerton
                                    
                                    1000
      6th Street
                                    
                                    Bremerton
                                    
                                    WA
                                    
                                    17,732
                                    
                                    10,417
                                    
                                    58.75%BBD-5150
                                    
                                    Forks
                                    
                                    481
      S. Forks Avenue
                                    
                                    Forks
                                    
                                    WA
                                    
                                    13,088
                                    
                                    7,923
                                    
                                    60.54%BBD-5151
                                    
                                    Moses
      Lake
                                    
                                    103
      E. 3rd Avenue
                                    
                                    Moses
      Lake
                                    
                                    WA
                                    
                                    15,403
                                    
                                    6,733
                                    
                                    43.71%BBD-5152
                                    
                                    N
      Wenatchee
                                    
                                    830
      N. Wenatchee Avenue
                                    
                                    Wenatchee
                                    
                                    WA
                                    
                                    11,991
                                    
                                    5,025
                                    
                                    41.91%BBD-5153
                                    
                                    Pasco
                                    
                                    350
      W. Lewis St.
                                    
                                    Pasco
                                    
                                    WA
                                    
                                    21,607
                                    
                                    10,004
                                    
                                    46.30%








Property
                                      Number
                                    
                                    Property
      Name
                                    
                                    Street
      Address
                                    
                                    City
                                    
                                    State
                                    
                                    Building
                                      NRA
                                    
                                    Leased
                                      Premises
                                      NRA
                                    
                                    Tenant
                                      Occupancy
                                      PercentageBBD-5154
                                    
                                    Port
      Angeles
                                    
                                    102
      E. Front Street
                                    
                                    Port
      Angeles
                                    
                                    WA
                                    
                                    17,712
                                    
                                    4,266
                                    
                                    24.09%BBD-5155
                                    
                                    Richland
                                    
                                    1007
      Knight Street
                                    
                                    Richland
                                    
                                    WA
                                    
                                    23,290
                                    
                                    19,813
                                    
                                    85.07%BBD-5156
                                    
                                    Spokane
      Bankcard Services
                                    
                                    1616
      S. Rustle Road
                                    
                                    Spokane
                                    
                                    WA
                                    
                                    86,304
                                    
                                    85,896
                                    
                                    99.53%BBD-5157
                                    
                                    University
                                    
                                    4701
      University Way N.E.
                                    
                                    Seattle
                                    
                                    WA
                                    
                                    19,317
                                    
                                    19,317
                                    
                                    100.00%BBD-5158
                                    
                                    Walla
      Walla
                                    
                                    111
      W. Main Street
                                    
                                    Walla
      Walla
                                    
                                    WA
                                    
                                    14,162
                                    
                                    9,859
                                    
                                    69.62%BBD-5159
                                    
                                    Yakima
      Valley Branch
                                    
                                    101
      N. 2nd Street
                                    
                                    Yakima
                                    
                                    WA
                                    
                                    25,511
                                    
                                    13,960
                                    
                                    54.72%


*
      Release premises





B of A
Property ID:_________________


Amended and Restated Master Lease
dated___________, 2005





EXHIBIT B-1
TO


AMENDED AND RESTATED MASTER
LEASE




[FORM
OF]


LEASE
SUPPLEMENT




THIS
LEASE SUPPLEMENT (this “Supplement”) is made
and entered into as of _______, 200__ (the
“Supplement Effective
Date”), by and between ____________________________, a _________
(hereinafter called “Landlord”), and BANK
OF AMERICA, N.A., a
national banking association (hereinafter called “Tenant”).




BACKGROUND




Landlord
and Tenant have executed and delivered a certain Amended and Restated Master
Lease Agreement dated ___________, 2005 (“Master Lease”) with
respect to which Landlord has agreed to lease and demise to Tenant, and Tenant
has agreed to lease and take from Landlord certain Leased Premises, as such term
is defined in the Master Lease; and




Pursuant
to the Master Lease, Landlord and Tenant have agreed to execute and deliver a
Lease Supplement for purposes of better describing and depicting the individual
Leased Premises and certain attributes relating thereto, and certain Landlord
and Tenant rights and obligations relating thereto; and




Landlord
and Tenant have agreed to execute and deliver this Lease Supplement to more
fully describe the Leased Premises identified below and such attributes, rights
and obligations.




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, covenant and agree as follows:




Basic Leased Premises
Data.  The following Basic Leased Premises Data is hereby
incorporated into and made a part of the Master Lease between Landlord and
Tenant.





B
      of A Property ID:
                    
                    [______________________]Property
      Street Address:
                    
                    [______________________]Commencement
      Date:
                    
                    _____________________,
      200__Leased
      Premises:
                    
                    Those
      portions of the Building demised and leased to Tenant as identified on the
      floor plan attached as Exhibit
  B-1-A.









Drive-Through
      Banking Facility (If applicable):
                              
                              The
      portion of the Property in which Tenant conducts drive through banking
      operations, together with ingress and egress points to such area, as shown
      on the plan or drawing attached as Exhibit
      B-1-B.  So long as Tenant leases other Leased Premises
      within the Property for business purposes, the Drive-Through Banking
      Facility shall be deemed included as part of the Leased Premises, but
      excluded from the calculation of the Net Rentable Area of Leased Premises
      for purposes of calculating Tenant’s Annual Basic Rent and Occupancy
      Percentage.Parking
      Areas (If applicable):
                              
                              The
      exclusive and non-exclusive parking areas and facilities for the Property
      as indicated on Exhibit
      B-1-C.Net
      Rentable Area of Leased Premises:
                              
                              _______
      square feet.Net
      Rentable Area of Building:
                              
                              _______
      square feet.Tenant’s
      Occupancy Percentage:
                              
                              _______
      %.Annual
      Basic Rent:
                              
                              [__________________]Janitorial
      Specifications:
                              
                              As
      set forth on Exhibit
      B-1-E.Above
      Standard Services:
                              
                              As
      set forth on Exhibit
      B-1-F.Tenant
      Use Generators, UPS, Etc.:
                              
                              As
      set forth on Exhibit
      B-1-G.Parking
      Area Lighting Schedule:B
      of A Named Building:Signage
      & Planned Signage Changes:
                              
                              As
      set forth on Exhibit
      B-1-H.MEP
      Maintenance Schedule:
                              
                              As
      set forth on Exhibit
      B-1-I.Landscaping
      Specifications:
                              
                              As
      set forth on Exhibit
      B-1-J.Other:


2


Exhibits
attached to and made a part of this Lease Supplement:




Exhibit
B-1-A - Floor Plan of Leased Premises




Exhibit
B-1-B - Plan of Drive-Through Banking Facility




Exhibit
B-1-C - Plan of Parking Areas




Exhibit
B-1-D – Intentionally Omitted




Exhibit
B-1-E – Janitorial Specifications




Exhibit
B-1-F – Above Standard Services




Exhibit
B-1-G –Tenant Use Generators, UPS, Etc.




Exhibit
B-1-H –Signage and Planned Signage Changes




Exhibit
B-1-I –MEP Maintenance Schedule




Exhibit
B-1-J –Landscaping Specifications


3





IN
WITNESS WHEREOF, the parties hereto have executed this Lease Supplement as of
the Supplement Effective Date first above noted.




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


4


B
of A Property ID:_________________


Amended and Restated Master Lease
dated___________, 2005


Lease
Supplement dated ___________, ___





EXHIBIT B-2
TO


AMENDED AND RESTATED MASTER
LEASE




[FORM
OF]


AMENDMENT TO LEASE
SUPPLEMENT




THIS
AMENDMENT TO LEASE SUPPLEMENT (this “Amendment to
Supplement”) is made and entered into as of _______, 200__ (the
“Supplement Amendment
Effective Date”), by and between ____________________________, a
_________ (hereinafter called “Landlord”), and BANK
OF AMERICA, N.A., a national banking association (hereinafter called “Tenant”).




BACKGROUND




Landlord
and Tenant executed and delivered a certain Amended and Restated Master Lease
Agreement dated ___________, 2005 (“Master Lease”) with
respect to which Landlord agreed to lease and demise to Tenant, and Tenant
agreed to lease and take from Landlord certain Leased Premises, as such term is
defined in the Master Lease; and




Pursuant
to the Master Lease, Landlord and Tenant executed and delivered a certain Lease
Supplement dated _______, 200__ (the “Lease Supplement”)
for purposes of better describing and depicting the individual Leased Premises
and certain attributes relating thereto, and certain Landlord and Tenant rights
and obligations relating thereto; and




Landlord
and Tenant have agreed to execute and deliver this Amendment to Lease Supplement
to amend the description of the Leased Premises identified below, and such
attributes, rights and obligations, all as more fully set forth
below.




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, covenant and agree as follows:




1.           Basic Leased Premises
Data.  The Lease Supplement is hereby amended as
follows:  [insert
specific amendment and substitute exhibits, as required].




2.           Landlord
shall prepare and Landlord and Tenant will initial an amended Exhibit A to the
Lease reflecting the amendments to the Lease Supplement set forth in this
Amendment.




3.           Except
as expressly amended hereby, all of the terms and provisions set forth in the
Lease Supplement remain in full force and effect, and unmodified
hereby.








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment to Lease
Supplement as of the Supplement Amendment Effective Date first above
noted.


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


2


EXHIBIT C
TO


AMENDED AND RESTATED MASTER
LEASE




[FORM
OF]


CONFIDENTIALITY
AGREEMENT




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




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




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




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




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




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







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




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




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




AUDITOR:





By:


Print
      Name:


Its:


Authorized
Signature




Date:




OWNER:




By:


Print
      Name:


Its:


Authorized
Signature




Date:


2


EXHIBIT
D


TO AMENDED AND RESTATED
MASTER LEASE





FORM
OF


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT




[NEVADA
ONLY:  Assessor Parcel Numbers:  179-18-710-043;
162-10-502-017





Prepared
by and Record and Return to:


Harvey R.
Uris, Esq.


Skadden,
Arps, Slate, Meagher & Flom LLP


Four
Times Square


New York,
New York 10036]





SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT





BANK OF
AMERICA, N.A.,


Tenant


[MISSOURI
ONLY: (Grantor)]





AND





GERMAN
AMERICAN CAPITAL CORPORATION


Lender


[MISSOURI
ONLY: (Grantee)


having an
address at


60 Wall
Street, 10th
Floor


New York,
New York 10005)]





Dated:  as
of _____________, 2005





Prepared
by and Record and Return to:


Harvey R.
Uris, Esq.


Skadden,
Arps, Slate, Meagher & Flom LLP


Four
Times Square


New York,
New York 10036


1





(Legal
Descriptions of the Properties Encumbered by this Instrument can be
found


on
Exhibits A-1 to A-153 hereto)





[WASHINGTON
ONLY COVER PAGE]


WHEN
RECORDED RETURN TO:


Skadden,
Arps, Slate, Meagher & Flom LLP


Four
Times Square


New York,
New York 10036


Attention:
Harvey R. Uris, Esq.











Document
      Title:
            
            SUBORDINATION,
      NON-DISTURBANCE AND ATTORNMENT AGREEMENTGrantor:
            
            Bank
      of America, N.A.Grantee:
            
            German
      American Capital CorporationAbbreviated
      LegalDescription:
            
            Complete
      legal description is on pages A-[____] through
  A-[____].





Assessor's
Property


Tax
Parcel/Account


Numbers:


Address
            
            Tax Parcel Number(s)[Grays
      Harbor County only]
            
            101
      East Market
            
            010103900301,
      010103900302, 010103900700[Spokane
      County only]
            
            601
      West Riverside Avenue
            
            35184.2620615
      West Sprague Avenue
            
            35191.19071616
      South Rustle
            
            25262.0502,
      25262.0503, 25262.0504, 25262.0506, 25262.0404, 25262.0801, 25262.0802,
      25262.0803, 25262.0901, 25262.0902, 25262.0903,
  25262.2212[Pierce
      County only]
            
            820
      A Street
            
            200802-002-2[Whatcom
      County only]
            
            112
      East Holly Street
            
            380330
      169116 000, 380330 175111 0000[Kitsap
      County only]
            
            1000
      6th
      Street
            
            3743-001-001-0003[Clallam
      County only]
            
            481
      S Forks Avenue
            
            Parcel
      A: 132809-680100
              Parcel
      B: 132809-680110
              Parcel
      C: 132809-420010


3





102
      East Front Street
                  
                  Parcel
      A: 063000-511620
                    Parcel
      B: 063000-511625[Grant
      County only]
                  
                  103
      East 3rd
      Avenue
                  
                  09-0089-000[Chelan
      County only]
                  
                  830
      N Wenatchee Avenue
                  
                  22-20-03-860-412[Franklin
      County only]
                  
                  350
      West Lewis Street
                  
                  112-039-035[Benton
      County only]
                  
                  1007
      Knight Street
                  
                  1-1198-302-0628-008[King
      County only]
                  
                  4701
      University Way NE
                  
                  881640-0975-00[Walla
      Walla County only]
                  
                  111
      W Main Street
                  
                  36-07-20-77-1101,
      36-07-20-77-1102,
                    36-07-20-77-1103,
      36-07-20-77-1105,
                    36-07-20-77-1106,
      36-07-20-77-1107,
                    36-07-20-77-1108,
      36-07-20-77-1110,
                    36-07-20-77-1111,
      36-07-20-77-1112,
                    36-07-20-77-1114,
      36-07-20-77-1115[Yakima
      County only]
                  
                  101
      N 2nd
      Street
                  
                  Parcel
      A: 191319-22459
                    Parcel
      B: 191319-22481
                    Parcel
      C: 191319-22482
                    Parcel
      D:
191319-24462


4




SUBORDINATION,




NON-DISTURBANCE
AND ATTORNMENT AGREEMENT




THIS
AGREEMENT made as of this ____ day of _____, 2005, between GERMAN AMERICAN
CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall
Street, 10th Floor,
New York, New York 10019 (hereinafter called "Lender"), and BANK OF
AMERICA, N.A., a national banking association, having an address at 525 North
Tryon, 3rd Floor,
Charlotte, NC 28255 (hereinafter called "Tenant").




WITNESSETH:




WHEREAS,
by that certain Amended and Restated Master Lease Agreement dated ____________,
2005 (the "Lease") between FIRST STATES INVESTORS 5000A, LLC, a Delaware limited
liability company (hereinafter called "Landlord"), as
landlord, and Tenant, as tenant, Landlord leased to Tenant certain premises (the
"Premises")
located in the property described in Exhibit A-1 to A-153 annexed hereto and
made a part hereof (the "Property");
and




WHEREAS,
Lender is about to make a loan to Landlord, which loan shall be secured by,
among other things, that certain Combined Fee and Leasehold Multistate Mortgage,
Deed to Secure Debt, Deed of Trust, Security Agreement, Financing Statement,
Fixture Filing and Assignment of Leases, Rents, and Security Deposits dated as
of June 30, 2003 by Landlord to Lender (together with all amendments, renewals,
increases, modifications, replacements, substitutions, extensions, spreaders and
consolidations thereof and all re-advances thereunder and addictions thereto, is
referred to as the "Security Instrument")
encumbering the Property; and




WHEREAS,
Lender and Tenant desire to confirm their understanding and agreement with
respect to the Lease and the Security Instrument.




NOW,
THEREFORE, in consideration of the mutual covenants and agree­ments herein
contained, Lender and Tenant hereby agree and covenant as follows:




1.    The
Lease, and all of the terms, covenants, provisions and conditions thereof
(including, without limitation, any right of first refusal, right of first
offer, option or any similar right with respect to the sale or purchase of the
Property, or any portion thereof) is, shall be and shall at all times remain and
continue to be subject and subordinate in all respects to the lien, terms,
covenants, provisions and condi­tions of the Security Instrument and to all
advances and re-advances made thereunder and all sums secured
thereby.  This provision shall be self-operative but Tenant shall
execute and deliver any additional instruments which Lender may reasonably
require to effect such subordination.


5


2.    So
long as (i) Tenant is not in default (beyond any period given in the Lease to
Tenant to cure such default) in the payment of rent, percentage rent or
additional rent or in the performance or observance of any of the other terms,
covenants, provisions or conditions of the Lease on Tenant's part to be
performed or observed, (ii) Tenant is not in default under this Agreement and
(iii) the Lease is in full force and effect: (a) Tenant's possession of the
Premises and Tenant's rights and privileges under the Lease, or any extensions
or renewals thereof which may be effected in accordance with any option therefor
which is contained in the Lease, shall not be diminished or interfered with by
Lender, and Tenant's occupancy of the Premises shall not be disturbed by Lender
for any reason whatsoever during the term of the Lease or any such extensions or
renewals thereof and (b) Lender will not join Tenant as a party defendant in any
action or proceeding to foreclose the Security Instrument or to enforce any
rights or remedies of Lender under the Security Instru­ment which would
cut-off, destroy, terminate or extinguish the Lease or Tenant's interest and
estate under the Lease (except to the extent required so that Tenant's right to
receive or set-off any monies or obligations owed or to be performed by any of
Lender's predecessors-in-interest shall not be enforceable thereafter against
Lender or any of Lender's successors-in-interest).  Notwithstanding
the foregoing provisions of this paragraph, if it would be procedurally
disadvantageous for Lender not to name or join Tenant as a party in a
foreclosure proceeding with respect to the Security Instrument, Lender 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.    (A)  After
notice is given by Lender that the Security Instrument is in default and that
the rentals under the Lease should be paid to Lender, Tenant will attorn to
Lender and pay to Lender, or pay in accordance with the directions of Lender,
all rentals and other monies due and to become due to Landlord under the Lease
or otherwise in respect of the Premises.  Such payments shall be made
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.




(B)   In addition, if Lender (or its nominee or designee) shall
succeed to the rights of Landlord under the Lease through possession or
foreclosure action, delivery of a deed or otherwise, or another person purchases
the Property or the portion thereof containing the Premises upon or following
foreclosure of the Security Instrument or in connection with any bankruptcy case
commenced by or against Landlord, then at the request of Lender (or its nominee
or designee) or such purchaser (Lender, its nominees and designees, and such
purchaser, and their respective successors and assigns, each being a
"Successor-Landlord"), Tenant shall attorn to and recognize Successor-Landlord
as Tenant's landlord under the Lease and shall promptly execute and deliver any
instrument that Successor-Landlord may reasonably request to evidence such
attornment.  Upon such attornment, the Lease shall continue in full
force and effect as, or as if it were, a direct lease between Successor-Landlord
and Tenant upon all terms, conditions and covenants as are set forth in the
Lease.  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, 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)-(v) of this paragraph 3(B)) and shall be effective
as of the day the Lease shall have terminated as
aforesaid.  Notwithstanding the continuation of the Lease, the
attornment of Tenant thereunder or the execution of a direct lease between
Successor-Landlord and Tenant as aforesaid, Successor-Landlord shall
not:


6




(i)   be
liable for any previous act or omission of Landlord under the
Lease;




(ii)   be
subject to any off-set, defense or counterclaim which shall have theretofore
accrued to Tenant against Landlord;




(iii)   be
bound by any modification of the Lease or by any previous prepayment of rent or
additional rent made more than one (1) month prior to the date same was due
which Tenant might have paid to Landlord, unless such modification or prepayment
shall have been expressly approved in writing by Lender;




(iv)   be
liable for any security deposited under the Lease unless such security has been
physically delivered to Lender or Successor-Landlord; and




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




4.    Tenant
agrees that without the prior written consent of Lender, it shall not (a) amend,
modify, terminate or cancel the Lease or any extensions or renewals thereof, (b)
except as expressly provided in the Lease, tender a surrender of the Lease, (c)
make a prepayment of any rent or additional rent more than one (1) month in
advance of the due date thereof, or (d) subordinate or permit the subordination
of the Lease to any lien subordinate to the Security Instrument.  Any
such purported action without such consent shall be void as against the holder
of the Security Instrument.




5.    (A)  Tenant
shall promptly notify Lender 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.


7


(B)   In
the event of a default by Landlord under the Lease which would give Tenant the
right, immediately or after the lapse of a period of time, to cancel or
terminate the Lease or to claim a partial or total eviction, or in the event of
any other act or omission of Landlord which would give Tenant the right to
cancel or terminate the Lease, Tenant shall not exercise such right (i) until
Tenant has given written notice of such default, act or omission to Lender and
(ii) unless Lender has failed, within thirty (30) days after Lender receives
such notice, to cure or remedy the default, act or omission or, if such default,
act or omission shall be one which is not reasonably capable of being remedied
by Lender within such thirty (30) day period, until a reasonable period for
remedying such default, act or omission shall have elapsed following the giving
of such notice and following the time when Lender shall have become entitled
under the Security Instrument to remedy the same (which reasonable period shall
in no event be less than the period to which Landlord would be entitled under
the Lease or otherwise, after similar notice, to effect such remedy, or longer
than 60 days from notice to Landlord by Tenant), provided that Lender shall with
due diligence give Tenant written notice of its intention to and shall commence
and continue to, remedy such default, act or omission.  If Lender
cannot reasonably remedy a default, act or omission of Landlord until after
Lender obtains possession of the Premises, 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 Lender secures possession of the Premises.  To the extent Lender
incurs any expenses or other costs in curing or remedying such default, act or
omission, including attorneys' fees and disbursements, Lender shall be
subrogated to Tenant's rights against Landlord.




(C)   Notwithstanding
the foregoing, Lender shall have no obligation hereunder to remedy such default,
act or omission.




6.    To
the extent that the Lease shall entitle Tenant to notice of the existence of any
mortgage and the identity of any mortgagee or any ground lessor, this Agreement
shall constitute such notice to Tenant with respect to the Security Instrument
and Lender.




7.    Upon
and after the occurrence of a default under the Security Instru­ment, which
is not cured after any applicable notice and/or cure periods, Lender 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 Lender 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 Property or the portion thereof
containing the Premises, Successor-Landlord shall have no obligation, nor incur
any liability, beyond Successor-Landlord's then interest, if any, in the
Property, and Tenant 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 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 judgement 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 Property, and Tenant will not collect or attempt to
collect any such judgement out of any other assets of
Successor-Landlord.


8


9.    Notwithstanding
anything to the contrary in the Lease, Tenant agrees for the benefit of Landlord
and Lender 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 Property, any 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, determined 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 Property, has precluded the availability of such
expansion space.




11.    Except
as specifically provided in this Agreement, Lender shall not, by virtue of this
Agreement, the Security Instrument or any other instrument to which Lender 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 Section 7.7 of the 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 interests or estates created thereby to
the Security Instrument.




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




13.    (A)  Any
notice required or permitted to be given by Tenant to Landlord shall be
simultaneously given also to Lender, and any right to Tenant dependent upon
notice shall take effect only after notice is so given.  Performance
by Lender shall satisfy any conditions of the Lease requiring performance by
Landlord, and Lender shall have a reasonable time to complete such performance
as provided in Paragraph 5 hereof.


9


(B)   All
notices or other communications required or permitted to be given to Tenant or
to Lender pursuant to the provisions of this Agreement shall be in writing and
shall be deemed given only if mailed by United States registered mail, postage
prepaid, or if sent by nationally recognized overnight delivery service (such as
Federal Express or United States Postal Service Express Mail), addressed as
follows:  to Tenant, at the address first set forth above, Attention:
Property Services, with a copy to Bank of America, N.A., 901 Main Street,
68th
Floor, Dallas, TX 75202-3714, Attention: Michael F. Hord, Associate General
Counsel, and a copy to Trammell Crow Corporate Services, Inc., 2850 North
Federal Highway, Lighthouse Point, Florida 33064, Attention:  Chuck
Dunn, Senior Vice President, and a copy to Jones Lang LaSalle Americas, Inc.,
355 South Grand Avenue, Suite 4280, Los Angeles, CA 90071, Attention: John L.
Vinnicombe, Executive Vice President; to Lender, at the address first set forth
above, Attention: Eric M. Schwartz and General Counsel, with a copy to Skadden,
Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York
10036, Attention: Harvey R. Uris, Esq.; or to such other address or number as
such party may hereafter designate by notice delivered in accordance
herewith.  All such notices shall be deemed given three (3) business
days after delivery to the United States Post office registry clerk if given by
registered mail, or on the next business day after delivery to an overnight
delivery courier.




14.    This
Agreement may be modified only by an agreement in writing signed by the parties
hereto, or their respective successors-in-interest.  This
Agree­ment shall inure to the benefit of and be binding upon the parties
hereto, and their respective successors and assigns.  The term
"Lender" shall mean the then holder of the Security Instrument.  The
term "Landlord" shall mean the then holder of the landlord's interest in the
Lease.  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 to any amendments or
modifications to the Lease which are consented to in writing by
Lender.  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.




15.    Tenant
hereby represents to Lender as follows:




(a)           The
Lease is in full force and effect and has not been further amended.




(b)           There
has been no assignment of the Lease or subletting of any portion of the premises
demised under the Lease.




(c)           There
are no oral or written agreements or understandings between Landlord and Tenant
relating to the premises demised under the Lease or the Lease transaction except
as set forth in the Lease.




(d)           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.




(e)           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.


10




(f)           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 Security Instrument.




16.    Whenever,
from time to time, reasonably requested by Lender (but not more than two (2)
times during any calendar year), Tenant shall execute and deliver to or at the
direction of Lender, and without charge to Lender, one or more written
certifications, in a form acceptable to Tenant, of all of the matters set forth
in Paragraph 15 above, and any other information the Lender may reasonably
require to confirm the current status of the Lease.




17.    BOTH
TENANT AND LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.




18.    This
Agreement shall be governed by and construed in accordance with the laws of the
State in which the Property is located.




19.           This
Agreement may be executed in counterparts, each of which shall be an original
and all of which, when taken together, shall constitute one binding
Agreement.


11


IN
WITNESS WHEREOF, the parties hereto have duly executed this Subordination,
Non-Disturbance and Attornment Agreement as of the day and year first above
written.




GERMAN
      AMERICAN CAPITAL CORPORATION,a
      Maryland corporationBy:Name:
                Christopher
      E. TognolaTitle:
                Vice
      PresidentBy:Name:
                Thomas
      TraynorTitle:
                Authorized
      SignatoryBANK
      OF AMERICA, N.A., a nationalbanking
      associationBy:Name:Title:





AGREED
AND CONSENTED TO:




LANDLORD:




FIRST
STATES INVESTORS 5000A, LLC,


a
Delaware limited liability company





By:Name:
              Sonya
      A. HuffmanTitle:
              Vice
      President




[ILLINOIS
ONLY:




TAX PARCEL
NUMBERS




Address
              
              Tax Parcel Number(s)231
      South LaSalle Street
              
              17 16 222 006 0000, 17 16 222 010
      0000]


12


ATTORNEY
CERTIFICATION FOR MARYLAND




The
undersigned, an attorney duly admitted to practice before the Court of Appeals
of the State of Maryland, hereby certifies that this instrument has been
prepared by or under the supervision of the undersigned.




Print
      Name:


13





FIRST
STATES INVESTORS 5000A, LLC ACKNOWLEDGMENT PAGES





SCHEDULE
A





Legal Description of
Property





EXHIBIT
E


TO AMENDED AND RESTATED
MASTER LEASE




[FORM
OF]


ESTOPPEL
CERTIFICATE





GERMAN
AMERICAN CAPITAL CORPORATION,


its
successors and assigns (together with its successors and assigns, "Lender")


60 Wall
Street, 10th Floor


New York,
NY 10005





FIRST
STATES INVESTORS 5000A, LLC,


its
successors and assigns (together with its successors and assigns, "Landlord")


c/o First
States Group, L.P.


1725 The
Fairway


Jenkintown,
PA  19046




RE:
              Lease
      Dated:
              Effective
      as of January 1, 2005


Landlord:
              First
      States Investors 5000A, LLC, its successors and assigns


Tenant:
            Bank
      of America, N.A.




Ladies
and Gentlemen:




As a
tenant under the above-referenced Amended and Restated Master Lease Agreement
(the “Lease”), the undersigned (the “Tenant”) hereby acknowledges for the
benefit of Landlord, the current owner of the property containing the Leased
Premises (as defined in the Lease), and Lender which has or is proposing to make
a loan (the “Loan”) on the above-referenced real property, the truth and
accuracy of the following statements pertaining to the Lease, to the best of
Tenant’s knowledge as of the date hereof, but subject to any matters that a
physical inspection of the Leased Premises would disclose:




1.
            Tenant
      has accepted and is in full possession of the Leased Premises including
      all improvements, additions and alterations thereto required to be made by
      Landlord under the Lease.  The Leased  Premises is
      comprised of those properties identified on Schedule A attached hereto
      together with other areas more particularly described in the Lease
      Supplements, true and correct copies of which have previously been
      delivered to Landlord and Lender (the “Lease
      Supplements”).  Additionally, Tenant is entitled to exclusive
      and non-exclusive use of the parking spaces in the parking facilities
      serving the subject buildings as set forth in the Lease
      Supplements.  Notwithstanding the foregoing, Tenant has advised
      Lender that, pursuant to the terms of that certain Third Amendment to
      Amended and Restated Agreement of Sale and Purchase dated June 30, 2003
      and that certain side letter agreement dated June 30, 2003, among First
      States Investors 5000A, LLC, First States Investors 5000B, LLC and Bank of
      America, N.A., a true and correct copy of which has been previously
      delivered to Lender, Landlord and Tenant have agreed to review and modify
      the Lease Supplements to confirm the accuracy thereof and conformance to
      the terms and conditions of the
Lease.


1




2.
            Tenant
      is not in default of its obligations under the Lease, is paying full rent
      stipulated therein with no offset, defense or claim of any kind and Tenant
      has not assigned, sublet, transferred or hypothecated its interest under
      the Lease.




3.
            Landlord
      is not presently in default under any of the terms, covenants or
      provisions of the Lease, nor has any event occurred which with the passage
      of time and/or the giving of notice (if required by the Lease) would
      constitute an event of default under the
Lease.




4.
            Landlord
      has satisfactorily complied with all of the requirements and conditions
      precedent to the commencement of the term of the Lease as specified in
      said Lease, including, without limitation, completion of any required
      tenant improvements.  There are no unfunded tenant obligations
      of Landlord under the Lease.




5.
            The
      initial Annual Basic Rent payable by Tenant under the Lease is set forth
      on Schedule
      A attached hereto.




6.
            Except
      as provided in the Lease, there are no rent abatements or free rent
      periods now or in the future.




7.
            No
      rent (including expense reimbursements), other than for the current month,
      has been paid more than one (1) month in
  advance.




8.
            No
      security deposit has been paid by Tenant to Landlord under the
      Lease.




9.
            The
      Lease is for a term expiring on June 30, 2023.  Tenant has
      options to renew the Lease as set forth in the Lease.  Tenant
      does not have any right to renew, extend or terminate the term of the
      Lease except as expressly provided in the
Lease.




10.
            Tenant
      hereby acknowledges that (i) the Lease is valid and enforceable in
      accordance with its terms against the Tenant, (ii) there have been no
      modifications or amendments to the Lease, (iii)the Lease and the Lease
      Supplements represent the entire agreement between the Landlord and the
      Tenant (subject to the terms of the Third Amendment to Sale Agreement, as
      aforesaid), (iv) that it has no notice of prior assignments, hypothecation
      or pledge of rents or of the Lease except in connection with any prior
      financing by Landlord being repaid from the proceeds of the Loan, and (v)
      that notice of the assignment of Landlord’s interest in said Lease may be
      given by mail, at the Leased Premises, or as otherwise directed herein or
      in the Lease.




11.
            A
      true and complete copy of the Lease (excluding the Lease Supplements) is
      attached hereto as Schedule B.


2




12.
            The
      execution and delivery of this Certificate by Tenant does not require any
      consent, vote or approval which has not been given or
    taken.




13.
            This
      Certificate may not be changed, waived or discharged orally, but only by
      an instrument in writing.




14.
            Except
      as expressly provided in the Lease, there are no purchase options under
      the Lease or other agreements giving Tenant any rights or options to
      purchase the Leased Premises and/or improvements, or a part thereof, on
      which the space covered by the Lease is
located.




15.
            This
      Certificate shall be binding upon the Tenant and shall inure to the
      benefit of the respective successors and assigns of Landlord and
      Lender.




16.
            This
      Certificate shall not have the effect of modifying any provision of the
      Lease.




17.
            Capitalized
      terms not defined herein shall have the same meaning as set forth in the
      Lease.




This
Certificate is executed and delivered by the undersigned with the knowledge that
Lender will rely upon the statements and agreements contained herein in
connection with the making of the Loan on the above-referenced real property and
may rely hereon.  If the mortgage loan becomes the subject of a
securitization, this Certificate may also be relied upon by the credit rating
agency, if any, rating the securities collaterallized by the mortgage loan as
well as any issuer of such securities, and any servicer and/or trustee acting in
respect of such securitization.




DATED: as
of June 30, 2003.





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


3


EXHIBIT
F


TO AMENDED AND RESTATED
MASTER LEASE





[FORM
OF]


SUBTENANT
NON-DISTURBANCE AGREEMENT





Reserved
for Recorder’s Use





After
      recording return to:
              
              Prepared
      by:___________________________
              
              Bank
      of America Legal Dept.___________________________
              
              Connie
      J. Miller, Asst. General Counsel___________________________
              
              101
      S. Tryon Street, NC1-002-29-01___________________________
              
              Charlotte,
      North Carolina 28255




NON-DISTURBANCE
AND ATTORNMENT AGREEMENT





THIS AGREEMENT is entered into as of
________________, 200___, between ____________________ ("Subtenant"),
________________________("Owner"), and Bank of America, N.A., a national banking
association (“Sublandlord”).





RECITALS





A.           Owner
is the owner of that certain parcel of land described in Exhibit A attached
hereto and the improvements thereon (collectively, the "Property").





B.           Sublandlord
is the tenant of certain premises ("Premises") within the Property pursuant to a
lease dated _______________________ (the "Primary Lease").





C.           Subtenant
is the subtenant and Sublandlord is the sublandlord under a certain sublease
dated _____________________ (the "Sublease") for a portion of the Premises as
described therein (the "Sublet Premises").





D.           Owner,
Sublandlord and Subtenant desire to enter into this Agreement to set forth the
obligations of each party hereto upon the expiration or earlier termination of
the Primary Lease, the Sublease or both.





AGREEMENT





NOW, THEREFORE, in consideration of the
foregoing, the mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Subtenant, Owner and Sublandlord agree as
follows:


1





1.          
  Subtenant agrees for the benefit of Owner and Sublandlord
that:





(a)           Subtenant
shall not pay any rent or additional rent more than one (1) month in
advance;





(b)           Except
as specifically provided in the Sublease, Subtenant will not enter into any
agreement for the cancellation of the Sublease or the surrender of the Sublet
Premises without Owner's prior written consent;





(c)           Subtenant
will not enter into any agreement amending or modifying the Sublease without the
prior written consent of Owner, except for amendments or modifications
specifically contemplated in the Sublease for confirming the Sublease
commencement date, the rent commencement date, the term, the square footage
leased, the renewal or extension of the Sublease, or the subleasing of
additional space at the Property;





(d)           Subtenant
will not terminate the Sublease because of a default thereunder unless Subtenant
shall have first given Owner written notice and a reasonable opportunity to cure
such default; and





(e)           Subtenant,
upon receipt of notice from Owner that the Primary Lease has expired or
otherwise been terminated, shall thereafter pay to Owner all rents, income and
other sums then or becoming due under the Sublease, and any such payments to
Owner shall be credited against the rent or other obligations due under the
Sublease as if made to Sublandlord.





2.            
If the event of the expiration or earlier termination of the Primary
Lease:





(a)           If
Subtenant shall not then be in default in the payment of rent or other sums due
under the Sublease or be otherwise in material default under the Sublease, the
Sublease shall not terminate or be terminated and the rights of Subtenant
thereunder shall continue in full force and effect except as provided in the
Sublease or this Agreement;





(b)           Subtenant
agrees to attorn to Owner as its substitute landlord; Subtenant shall be bound
under all of the terms, covenants and conditions of the Sublease for the balance
of the term thereof, including any renewal options which are exercised in
accordance with the terms of the Sublease;





(c)           If,
notwithstanding any other provisions of this Agreement, the termination of the
Primary Lease results, in whole or in part, in the termination of the Sublease,
there shall be deemed to have been created a lease between Owner and Subtenant
on the same terms and conditions as the Sublease for the remainder of the term
of the Sublease, with renewal options, if any; and





(d)           If
Subtenant shall not then be in default in the payment of rent or other sums due
under the Sublease or be otherwise in material default under the Sublease, Owner
shall be bound to Subtenant under all of the terms, covenants and conditions of
the Sublease.  Subtenant shall, from and after the termination of the
Primary Lease, have the same remedies against Owner for the breach of the
Sublease that Subtenant would have had under the Sublease against Sublandlord if
there had not been a termination of the Primary Lease; provided, however,
notwithstanding the foregoing or any other provision of this Agreement Owner
shall not be:





(i)           Deemed
to have acknowledged, solely as a result of such termination, the validity of
any then existing claims of Subtenant against Sublandlord;


2





(ii)           Liable
for any representation or warranty set forth in the Sublease nor for any act or
omission of any landlord (including Sublandlord) prior to the date of
termination of the Primary Lease except for any repair and maintenance
obligations of a continuing nature as of the date of such
acquisition;





(iii)          Subject
to any offsets or defenses which Subtenant might have against any landlord
(including, Sublandlord) prior to the date of termination of the Primary
Lease;





(iv)          Liable
for the return of any security deposit under the Sublease unless such security
deposit shall have been actually deposited with Owner;





(v)           Bound
to Subtenant subsequent to the date upon which Owner transfers its interest in
the Property to any third party;





(vi)          Liable
to Subtenant under any indemnification provisions set forth in the Sublease with
respect to matters arising or accruing prior to the date of the termination of
the Primary Lease;





(vii)         Bound
to Subtenant for the payment of any rent or additional rent by Subtenant to any
landlord (including Sublandlord) for more than one month in advance;
or





(viii)        Bound
by any amendment or modification of the Sublease made without the written
consent of Owner except for amendments or modifications specifically
contemplated in the Sublease for confirming the lease commencement date, the
rent commencement date, the term, the square footage leased, the renewal or
extension of the Sublease, or the leasing of additional space at the
Property.





The
provisions of this paragraph shall be effective and self-operative immediately
upon the expiration or earlier termination of the Primary Lease.





3.           Modification/Successors and
Assigns.  This Agreement may not be modified orally or in any
other manner except by an agreement in writing signed by the parties hereto or
their respective successors in interest.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto, their respective
heirs, successors and assigns.  Upon expiration or earlier termination
of the Sublease, this Agreement shall terminate and be of no further force or
effect.





4.           Limited
Liability.  In all events, the liability of Owner to Subtenant
shall be limited and restricted to its interest in the Property (in the case of
Owner) and shall in no event exceed such interest.





5.           Owner's Right to Notice of
Default and Option to Cure.  Subtenant will give written notice
to Owner of any default by any landlord under the Sublease (including
Sublandlord) by mailing a copy of the same by certified mail, postage prepaid,
addressed as follows (or to such other address as may be specified from time to
time by Owner to Subtenant):





To
      Owner:
            ________________________________________________________________________________________________________________________


3





Upon such notice, Owner shall be
permitted and shall have the option, in its sole and absolute discretion, to
cure any such default during the period of time during which the landlord would
be permitted to cure such default, but in any event Owner shall have a period of
thirty (30) days after the receipt of such notification to cure such default;
provided, however, that in the event Owner is unable to cure the default by
exercise of reasonable diligence within such 30-day period, Owner shall have
such additional period of time as may be reasonably required by it to remedy
such default with reasonable dispatch.





6.           This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of North Carolina.





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





Subtenant:


Attest:By:
                    
                    
                    By:Name:
                    
                    
                    
                    its
      _________SecretaryTitle:
                    
                    
                    
                    [SEAL]Sublandlord:Bank
      of America, N.A.,a
      national banking association
                    
                    Attest:By:
                    
                    
                    By:Name:
                    
                    
                    
                    its
      _________SecretaryTitle:
                    
                    
                    
                    [SEAL]Owner:Attest:By:
                    
                    
                    By:Name:
                    
                    
                    
                    its__________SecretaryTitle:
                    
                    
                    
                    [SEAL]


4





STATE
      OF _____________________
            
            (subtenant)COUNTY
      OF ___________________





I, the undersigned, a Notary Public in
and for the State and County aforesaid, do hereby certify that on this day
personally appeared before me _________________________, who being by me duly
sworn says that he/she is the ____________ Secretary of
__________________________, and that by authority duly given and as the act of
said corporation, the foregoing instrument was signed in its name by
__________________________, its ________________________, sealed with its
corporate seal, and attested by himself/herself as its _________ Secretary, as
the act and deed of said corporation, in the capacity aforesaid.





Witness my hand and official seal, this
________ day of ___________________, 200___.





Notary
      Public





[NOTARIAL
SEAL]





My
Commission Expires:_______________





THE
      STATE OF ______________________
            
            (sublandlord)COUNTY
      OF ________________________





I, the undersigned, a Notary Public in
and for the State and County aforesaid, do hereby certify that on this day
personally appeared before me _________________________, who being by me duly
sworn says that he/she is the ____________ Secretary of Bank of America, N.A., a
national banking association, and that by authority duly given and as the act of
said bank, the foregoing instrument was signed in its name by
__________________________, its ________________________, sealed with its
corporate seal, and attested by himself/herself as its _________ Secretary, as
the act and deed of said bank, in the capacity aforesaid.





Witness my hand and official seal, this
the ______ day of _________________, 200___.





Notary
      Public





[NOTARIAL
SEAL]





My
Commission Expires:_______________


5





THE
      STATE OF _____________________
            
            (owner)COUNTY
      OF _______________________





I, the undersigned, a Notary Public in
and for the State and County aforesaid, do hereby certify that on this day
personally appeared before me _________________________, who being by me duly
sworn says that he/she is the ____________ Secretary of
__________________________, and that by authority duly given and as the act of
said corporation, the foregoing instrument was signed in its name by
__________________________, its ________________________, sealed with its
corporate seal, and attested by himself/herself as its _________ Secretary, as
the act and deed of said corporation, in the capacity aforesaid.





Witness my hand and official seal, this
the ______ day of __________________, 200__.





Notary
      Public





[NOTARIAL
SEAL]





My
Commission Expires:_______________


6


Exhibit A
to Non Disturbance and Attornment Agreement





Property
Description


7


EXHIBIT
G


TO AMENDED AND RESTATED
MASTER LEASE





[FORM
OF SEPARATE LEASE]




At
Closing, Purchaser, as landlord, and BofA, as tenant, must execute the attached
form of Lease Agreement as a “Separate Lease.” Prior to execution, the document
must be conformed to reflect the Leased Premises, Initial Term, Initial Renewal
Term and other particular items that are specific to the Property subject to the
Separate Lease.





LEASE
AGREEMENT




BETWEEN





_______________________________
(“LANDLORD”)





AND




BANK
OF AMERICA, N.A. (“TENANT”)




Dated:
___________ __, 20__


BBD-1
Separate Lease Form


i


EXHIBITS
AND SCHEDULES




Exhibit
      A
                
                Leased
      Premises, Building NRA, Leased Premises NRA, Tenant Occupancy Percentages,
      Parking Area and Drive Through Banking FacilityExhibit
      B
                
                Form
      of Confidentiality AgreementExhibit
      C
                
                Form
      of Subordination, Non-Disturbance and Attornment
  AgreementExhibit
      D
                
                Janitorial
      SpecificationsExhibit
      E
                
                Form
      of Estoppel CertificateExhibit
      F
                
                Form
      of Subtenant Non-Disturbance AgreementSchedule
      1
                
                Annual
      Basic Rent Factor TableSchedule
      2
                
                Intentionally
      OmittedSchedule
      3
                
                Description
      of Tenant’s Art






ii


LEASE
AGREEMENT




THIS
LEASE AGREEMENT (this “Lease”) is made and
entered into as of ___________ by and between ____________________, a
________________ (hereinafter called “Landlord”), and BANK
OF AMERICA, N.A., a national banking association (hereinafter called “Tenant”).




BACKGROUND




WHEREAS, an affiliate of First States
Group, L.P. (such affiliate entity, “First States”), as landlord, and Tenant, as
tenant, are parties to a certain Master Lease Agreement (as amended, the
“Original Lease”) pursuant to which First States leased to Tenant certain
properties, including the Leased Premises (as hereinafter defined);
and




WHEREAS, First States has sold to
Landlord the Building of which the Leased Premises form a part, and Landlord and
Tenant are entering into this Lease pursuant to Section 9.3 of the Original
Lease.




WHEREAS, on and after the Commencement
Date of this Lease, the Original Lease shall automatically and without further
action of First States, Landlord, Tenant or any other party, terminate and no
longer be effective as to the Leased Premises.




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





ARTICLE
I


BASIC LEASE INFORMATION,
LEASED PREMISES, TERM, AND USE




1.1 Basic Lease Information;
Definitions.




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




Commencement
      Date:
                
                ____________
      __, 20__ [Insert date of Separate Lease execution]Expiration
      Date:
                
                ____________
      __, 20__ [Insert date that is the last day of the month following the
      fifth anniversary of the Commencement Date or, for a Continuing Term
      Separate Lease, June 30, 2023]Initial
      Term:
                
                Commencing
      on the Commencement Date and, unless sooner terminated as herein provided,
      ending on the Expiration Date.Leased
      Premises:
                
                That
      portion of the Property identified in Exhibit A being
      demised and leased to Tenant
hereunder.






1





Landlord’s
      Address for
                      Notices:
                    
                    ______________________________
                      ______________________________
                      ______________________________
                      ______________________________with a copy to:
                    
                    ______________________________
                      ______________________________
                      ______________________________
                      ______________________________Tenant’s
      Address for Notices:
                    
                    Bank
      of America, N.A.
                      525
      North Tryon
                      3rd
      Floor – Corporate Real Estate Department
                      NC1-023-03-03
                      Charlotte,
      NC 28255
                      Attention:  Property
      Services
                      Fax:  (704)
      386-7339with a copy to:
                    
                    Bank
      of America, N.A.
                      101
      S.Tryon Street
                      29th
      Floor
                      NC1-002-29-01
                      Charlotte,
      NC  28255
                      Attention:  Connie
      Miller, Assistant General Counsel
                      Fax:  (704)
      388-4815and to:
                    
                    Trammell
      Crow Company
                      Second
      Floor
                      2850
      North Federal Highway
                      Lighthouse
      Point, Florida 33064
                      FL6-572-02-01
                      Attention:  Chuck
      Dunn, Senior Vice President
                      Fax:  (954)
      786-4405and
      to:
                    
                    Bank
      of America, N.A.
                      525
      North Tryon
                      3rd
      Floor
                      NC1-023-03-02
                      Charlotte,
      NC 28255
                      Attention:  Wade
      White, Senior Vice President
                      Fax:  (704)
      388-0221




2





Interest
      Holder’s Address
              for
      Notices:
            
            ______________________________
              ______________________________
              ______________________________
              ______________________________with
      a copy to:
            
            ______________________________
              ______________________________
              ______________________________
              ______________________________




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




“AAA” shall mean the
American Arbitration Association.




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




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




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




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




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




“Alteration Threshold
Amount” shall mean Five Hundred Thousand Dollars ($500,000.00) in
aggregate alteration costs ongoing at any time, provided that so long as
Tenant’s Occupancy Percentage is at least fifty percent (50%), the Alteration
Threshold Amount shall equal One Million Dollars ($1,000,000.00) in aggregate
alterations costs.




3




“Annual Basic Rent”
shall mean the annual basic rent payable by Tenant for the
Leased  Premises that are subject, from time to time, to the Lease,
which Annual Basic Rent shall be calculated as herein
provided.  During the Initial Term and any Initial Renewal Term of
this Lease, the Annual Basic Rent shall be equal to the Net Rentable Area of the
Leased Premises multiplied by the Annual Basic Rent Factor, except that the
Annual Basic Rent for any Expansion Space shall equal the Fair Market Rental
Value of such Expansion Space as provided in Article
X.  During the Extended Renewal Terms of this Lease, the Annual
Basic Rent shall equal the Fair Market Rental Value of the Leased Premises as
provided in Section 1.4(d);  provided, however, that the Annual Basic
Rent Factor used to calculate such Annual Basic Rent payable during an Extended
Renewal Term shall not be greater than the Annual Basic Rent Factor for such
Extended Renewal Term as set forth in Schedule 1 attached
hereto.  [Note: In
the event Tenant executes a Continuing Term Separate Lease, references to
Initial Renewal Term in this definition shall be omitted.]




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




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




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




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




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




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




“ATM” shall mean
automated teller machine.




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




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




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




4




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




“Building” shall mean
the building in which the Leased Premises is located.




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




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




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




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




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




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




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




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




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




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




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




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




5




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




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




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




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




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




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




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




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




“Extended Renewal
Term(s)” shall have the meaning assigned to such term in Section
1.4(b).




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




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




6


“Fair Market Rental
Value” shall mean the fair market rental value, as of the date the
determination is made, that would be obtained in an arm’s-length net lease
(i.e., net of all operating expenses, real estate taxes, utilities and other
pass-throughs) between an informed and willing tenant (other than a tenant in
possession) and an informed and willing landlord, neither of whom is under any
compulsion to enter into such transaction, for space in Comparable Buildings
that is comparable in size, location and quality to the Leased Premises, for a
comparable term.  Such Fair Market Rental Value shall be calculated
assuming that (i) the Leased Premises are in the condition and state of repair
required under the Lease, (ii) Tenant is in compliance with the requirements of
the Lease and (iii) Tenant will accept the Leased Premises in “AS-IS”
condition.  In determining the Fair Market Rental Value for the
Property, the Appraiser shall give due consideration, to and make any necessary
adjustments to the rentals paid at Comparable Buildings in light of, the
following factors: (i) Tenant will not receive, and Landlord will not pay, any
tenant improvement, relocation, moving or other allowance, rent abatement or
other reduced or free rent period or any other allowance or concession in
connection with Tenant’s leasing of the Leased Premises, (ii) except as
expressly provided herein with respect to Expansion Space, Tenant’s obligation
to pay Rent commences on the date possession of the Leased Premises are
delivered to Tenant, (iii) Landlord will not pay any brokers’ fee or commission
in connection with Tenant’s leasing of the Leased Premises, (iv) the Landlord’s
inclusion, and Tenant’s payment, of amortized capital expenditures in Operating
Expenses to the extent provided in this Lease and (v) the creditworthiness of
Tenant and the tenants at Comparable Buildings.  For Expansion Space
only, the Fair Market Rental Value shall be determined without regard to the
value added by any alterations or improvements made to such space by Tenant
after it was added to the Lease Premises as provided in Article
X.




“Final Drawings” shall
have the meaning assigned to such term in Section
5.9(b).    [Note: This definition is to be
included in all Continuing Term Separate Leases.]




“Final Space Plans”
shall have the meaning assigned to such term in Section
5.9(a).  [Note: This definition is to be
included in all Continuing Term Separate Leases.]




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




“Force Majeure Events”
means events beyond Landlord’s or Tenant’s (as the case may be) control, which
shall include all labor disputes, governmental regulations or controls, war,
fire or other casualty, inability to obtain any material or services, acts of
God, or any other cause not within the reasonable control of Landlord or Tenant
(as the case may be).  The times for performance set forth in this
Lease (other than for monetary obligations of a party) shall be extended to the
extent performance is delayed by Force Majeure Events.




“FSG Sublet Space”
shall have the meaning assigned to such term in Section 8.3(a).
[Note: This definition is to
be included only in the event that Tenant executes a Continuing Term Separate
Lease.]




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




7




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




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




“Hazardous Materials”
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 in which the
Property is located on account of such holiday shall constitute the Holiday
under this Lease.




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




“Initial Renewal
Option(s)” shall have the meaning assigned to such term in Section 1.4(a).
[Note: To be omitted from
Continuing Term Separate Lease.]




“Initial Renewal
Term(s)” shall have the meaning assigned to such term in Section
1.4(a).  [Note: To be omitted from Continuing
Term Separate Lease.]




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




8




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




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




“Land” shall mean the
parcel(s) of land identified on Exhibit A on which
the Building, Common Areas, Drive-Through Banking Facilities and Parking Areas,
if any, and other elements of the Property are located.




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




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




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




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




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




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




“Lease Year” means
each one (1) year period following the Commencement Date; provided that the
first Lease Year shall commence on the Commencement Date and end on June 30,
2006; the second Lease Year commences upon the expiration of the first Lease
Year and ends one (1) year later; and all subsequent Lease Years shall commence
upon the expiration of the prior Lease Year, except that the last Lease Year
during the Term ends on the last day of the Term.




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




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




“MAI” means Member of
the Appraisal Institute.




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




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




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




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




9




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




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




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




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




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




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




“Parking Areas” shall
mean those parking stalls as indicated on Exhibit A, together
with any connecting walkways, covered walkways, tunnels, or other means of
access to the Building, and any additional minor improvements now or hereafter
located on the Land related to the foregoing facilities.




“Pre-Committed Space”
shall have the meaning assigned to such term in Section
10.1.




“Preliminary Drawings”
shall have the meaning assigned to such term in Section
5.9(b).  [Note: This definition is to be
included in all Continuing Term Separate Leases.]




“Preliminary Space
Plans” shall have the meaning assigned to such term in Section
5.9(a).  [Note: This definition is to be
included in all Continuing Term Separate Leases.]




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




10


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




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




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




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




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




“Renewal Option(s)”
shall mean the Initial Renewal Option(s) and the Extended Renewal
Option(s).  [Note:
Reference to Initial Renewal Option(s)in this definition to be omitted from
Continuing Term Separate Lease.]





11


“Renewal Option Notice
Date” shall mean, with respect to a Renewal Option, the date on which
Tenant sends written notice of exercise of such Renewal Option to Landlord as
provided in Section
1.4.




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




“Renewal Terms” shall
mean the Initial Renewal Term(s) and the Extended Renewal
Term(s).  [Note:
Reference to Initial Renewal Term(s) to be omitted from this definition in a
Continuing Term Separate Lease.]




“Rent” means Annual
Basic Rent and Additional Rent.




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




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




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




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




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




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




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




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




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




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




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





12


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




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




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




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




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




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




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




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




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




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




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




13


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




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




(a)           Subject
to the conditions hereinafter set forth, Tenant is hereby granted options
(individually, a “Initial Renewal
Option” and, collectively, the “Initial Renewal
Options”) to renew the Term (including with respect to any Expansion
Space) for two (2) successive periods of five (5) years and one (1) period of
__________ (__) years and __________ (__) months ending on June 30, 2023
(individually, an “Initial Renewal Term”
and collectively the “Initial Renewal
Terms”).  The first Initial Renewal Term shall commence at the
expiration of the Initial Term, and each subsequent Initial Renewal Term shall
commence at the expiration of the prior Initial Renewal Term.  Tenant
shall exercise its options to renew, if at all, by delivering notice of such
election to Landlord not later than twelve (12) months prior to the expiration
of the Initial Term or the expiration of the then current Initial Renewal Term,
as the case may be.  IN ORDER TO PREVENT TENANT’S INADVERTENT
FORFEITURE OF ANY THEN REMAINING INITIAL RENEWAL OPTION, IF TENANT SHALL FAIL TO
TIMELY EXERCISE ANY AVAILABLE INITIAL RENEWAL OPTION, TENANT’S RIGHT TO EXERCISE
SUCH INITIAL 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 INITIAL RENEWAL OPTION WITHIN TEN
(10) DAYS FOLLOWING THE DELIVERY OF SUCH NOTICE.  The Annual Basic
Rent to be paid by Tenant for the Leased Premises (other than Leased Premises
originally added as Expansion Space) during any Initial Renewal Term shall be
the same as the Annual Basic Rent paid by Tenant immediately prior to the
commencement of such Initial Renewal Term, subject to increase as provided in
Schedule 1
attached hereto.  The Annual Basic Rent to be paid by Tenant for any
Leased Premises originally added as Expansion Space shall equal the Fair Market
Rental Value of such Leased Premises during the applicable Initial Renewal
Term.  [Note: For
Continuing Term Separate Lease, Section 1.4(a) to be marked “Intentionally
Omitted” and any subsequent references thereto shall be
deleted.]




14


(b)           Subject
to the conditions hereinafter set forth, Tenant is hereby granted options
(individually, a “Extended Renewal
Option” and, collectively, the “Extended Renewal
Options”) to renew the Term with respect to all or a portion of the
Leased Premises (any such premises, the “Renewal Premises”)
for six (6) successive periods of five (5) years each (individually, an “Extended Renewal
Term” and collectively the “Extended Renewal
Terms”); provided that the Term of this Lease shall not extend beyond
June 30, 2053.




(c)           The
first Extended Renewal Term shall commence at the expiration of the Initial
Renewal Term, and each subsequent Extended Renewal Term shall commence at the
expiration of the prior Extended Renewal Term.  Tenant shall exercise
its options to renew, if at all, by delivering notice of such election to
Landlord not later than twelve (12) months prior to the expiration of the
Initial Renewal Term or the expiration of the then current Extended Renewal
Term, as the case may be.  IN ORDER TO PREVENT TENANT’S INADVERTENT
FORFEITURE OF ANY THEN REMAINING EXTENDED RENEWAL OPTION, IF TENANT SHALL FAIL
TO TIMELY EXERCISE ANY AVAILABLE EXTENDED RENEWAL OPTION, TENANT’S RIGHT TO
EXERCISE SUCH EXTENDED 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 EXTENDED RENEWAL
OPTION WITHIN TEN (10) DAYS FOLLOWING THE DELIVERY OF SUCH
NOTICE.  [Note: In
the event Tenant executes a Continuing Term Separate Lease, references in this
Section 1.4(c) to “Initial Renewal Term” shall be changed to “Initial
Term”.]




(d)           The
Annual Basic Rent to be paid by Tenant for the Renewal Premises (other than
Renewal Premises originally added to the Leased Premises as Expansion Space)
shall equal the lesser of (i) the Annual Basic Rent determined by using the
Annual Basic Rent Factor for the applicable Extended Renewal Term as set forth
in Schedule 1
attached hereto and (ii) the Fair Market Rental Value of the Renewal Premises
during the applicable Extended Renewal Term.  The Annual Basic Rent to
be paid by Tenant for the Renewal Premises originally added to the Leased
Premises as Expansion Space shall equal the Fair Market Rental Value of the
Renewal Premises during the applicable Extended Renewal Term.




(e)           Within
thirty (30) days following the Renewal Option Notice Date for any Extended
Renewal Term, Landlord shall deliver to Tenant, a proposal setting forth
Landlord’s determination of the Fair Market Rental Value for the Renewal
Premises during the applicable Extended Renewal Term.  For thirty (30)
days thereafter, Landlord and Tenant shall negotiate in good faith to reach
agreement as to the Fair Market Rental Value for the Renewal
Premises.  Tenant’s leasing of the Renewal Premises shall be upon the
same terms and conditions as set forth in this Lease, except (i) the Annual
Basic Rent during the Extended Renewal Term shall be determined as specified in
Sections 1.4(d)
and (f) and
(ii) the leasehold improvements for the space in question will be provided in
their existing condition, on an “AS-IS” basis at the time the Renewal Term
commences.  Once established, the Annual Basic Rent for the applicable
Extended Renewal Term will remain fixed for each five (5) year Extended Renewal
Term, and be paid monthly in advance.





15


(f)           If
Landlord and Tenant are unable to reach a definitive agreement as to the Fair
Market Rental Value applicable to Renewal Premises within sixty (60) days
following the Renewal Option Notice Date for the applicable Extended Renewal
Term, the Fair Market Rental Value will be submitted for resolution in
accordance with the provisions of this Section
1.4(f).  Within seventy-five (75) days following the Renewal
Option Notice Date for the applicable Extended Renewal Term (or, if later,
within fifteen (15) days following the date on which either Landlord or Tenant
notifies the other party in writing that such notifying party desires to have
the Annual Basic Rent for a Extended Renewal Term determined by appraisal),
Landlord and Tenant shall each select and engage an Appraiser to determine the
Fair Market Rental Value of the Renewal Premises.  If either party
fails to select and engage an Appraiser within such time, if such failure
continues for more than five (5) business days following such party’s receipt of
written notice that states in all capital letters (or other prominent display)
that such party has failed to select an Appraiser as required under the Lease
and will be deemed to have waived certain rights granted to it under the Lease
unless it selects an Appraiser within five (5) business days, the Fair Market
Rental Value will be determined by the Appraiser engaged by the other
party.  Each Appraiser shall prepare an appraisal report and submit it
to both Landlord and Tenant within thirty (30) days following the date on which
the last Appraiser was selected.  If the higher of the two appraisals
of Fair Market Rental Value does not exceed one hundred five percent (105%) of
the lower of the two appraisals of Fair Market Rental Value, then the average of
the two (2) appraisals shall be the Fair Market Rental Value for the Renewal
Premises.  If the higher of the two appraisals of Fair Market Rental
Value exceeds 105% of the lower of the two appraisals of Fair Market Rental
Value, then within seven (7) days after receipt by Landlord and Tenant of both
appraisal reports, the Appraisers selected by Landlord and Tenant shall agree on
a third Appraiser to determine Fair Market Rental Value.  The third
Appraiser shall not perform a third appraisal, but shall, within ten (10) days
after his or her designation, select one (1) of the two (2) appraisals already
performed, whichever of the two appraisals the third Appraiser determines to be
closest to Fair Market Rental Value, as the controlling determination of the
Fair Market Rental Value.  The decision of the third Appraiser shall
be conclusive, and, subject to the limitations expressed in herein, shall be the
Fair Market Rental Value for the Renewal Premises for the Extended Renewal
Term.  Each party shall pay the costs of its Appraiser and one-half of
the cost of the third Appraiser.  The instructions to the Appraisers
with respect to the determination of the Fair Market Rental Value applicable to
such space will be to determine the Fair Market Rental Value for such space as
of the relevant Extended Renewal Term, assuming that such space will be leased
on an “AS-IS” basis.  Within thirty (30) days following the
determination of the Fair Market Rental Value, Tenant shall elect one (1) of the
following options:  (A) to revoke the exercise of the subject Extended
Renewal Option, in which event, the Term of this Lease shall automatically, and
without further action of Landlord or Tenant, expire on the later of (1) the
expiration of the then existing Term or (2) the last day of the calendar month
that is six (6) months following the month in which Tenant’s notice of
revocation was given to Landlord or (B) to renew the Lease at the rate to be
determined in accordance with this Section 1.4(f) after
the Fair Market Rental Value has been determined by appraisal.  If
Tenant fails to exercise any of the foregoing options within the thirty (30) day
period, Tenant shall be deemed to have elected option (A).  If Tenant
has elected option (B), Tenant thereby shall have irrevocably exercised its
right to renew the Term and Tenant may not thereafter withdraw the exercise of
the Extended Renewal Option; in such event the renewal of this Lease shall be
upon the same terms and conditions of this Lease, except (i) the Annual Basic
Rent during the Extended Renewal Term shall be determined in accordance with the
foregoing provisions and (ii) the leasehold improvements for the space in
question will be provided in their existing condition, on an “AS-IS” basis at
the time the Renewal Term commences.  If the Annual Basic Rent for a
Extended Renewal Term has not been determined prior to the commencement of such
Extended Renewal Term, Tenant shall pay to Landlord as of the commencement of
the Extended Renewal Term the same Annual Basic Rent as Tenant was paying
immediately prior to the commencement of the Extended Renewal Term, subject to
adjustment upon final determination.  Once established, the Annual
Basic Rent for the Extended Renewal Term will remain fixed for each five (5)
year Extended Renewal Term, and be paid monthly in advance.





16


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




1.5 Use.  Each
of the Leased Premises may be used and occupied by Tenant (and its permitted
assignees and subtenants) only for banking and related uses and general business
office purposes and such other lawful purposes as are consistent with banking
and general office uses being made from time to time by tenants of the
Building.  In addition, Tenant may maintain (for use by Tenant and its
employees, customers, and invitees):  (a) conference and/or meeting
facilities, (b) libraries, (c) non-retail coffee bars, (d) support staff
facilities (including word processing and copy facilities), (e) lunchrooms and
kitchen facilities for use by Tenant and its employees and invitees, including
vending machines and microwave ovens for use by Tenant and its employees and
invitees, subject, however, to Legal Requirements, (f) storage space incidental
to banking and general business office purposes only, (g) bank and storage
vaults, (h) cash vault, (i) telephone call centers, (j) retail banking
facilities and (k) any lawful purpose for which the Leased Premises were used on
the Commencement Date.  Tenant is not obligated to maintain occupancy
in all or any portion of the Leased Premises.  For purposes of this
Section 1.5,
the term “banking” shall be deemed to include all traditional banking activities
as well as the sale of insurance and annuities of all types, trust services,
investment and financial advice, and the sale of
securities.  Notwithstanding the foregoing, throughout the Term,
Tenant shall not use, or permit the use of, the Leased Premises (or any part
thereof) for any Prohibited Uses.  If Tenant receives notice of any
material directive, order, citation or of any violation of any Legal Requirement
or any insurance requirement, Tenant shall endeavor to promptly notify Landlord
in writing of such alleged violation and furnish Landlord with a copy of such
notice.




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




17




ARTICLE
II


RENTAL AND OPERATING
EXPENSES




2.1 Rental
Payments.




(a)           Beginning
on the Commencement Date, 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.  Unless
otherwise specified herein Above Standard Services Rent shall be payable twenty
(20) days following Landlord’s submission to Tenant of an invoice
therefor.




(b)           Beginning
on the Commencement Date, and continuing throughout the Term of this Lease,
Tenant shall pay Annual Basic Rent to Landlord.  Annual Basic Rent
shall be adjusted from time to time each time there is a change in the Annual
Basic Rent Factor or in Tenant’s Occupancy Percentage for the
Property.  From and after the expiration of the Initial Term through
the expiration of the Renewal Term(s) (to the extent Tenant renews and extends
this Lease pursuant to Section 1.4 hereof),
Tenant shall pay Annual Basic Rent at the rate determined in accordance with the
provisions of Section
1.4.




(c)           Intentionally
Omitted.




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




18


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




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




(g)           Rent
received by Landlord shall be applied by Landlord in the following
order:  (i) Annual Basic Rent, (ii) Tenant’s Operating Expense Share,
(iii) Tenant’s Tax Share, (iv) Above Standard Services Rent and (v) to any
remaining items of Rent that are due and unpaid.




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





19


2.2 Operating
Expenses.




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




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




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




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




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




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




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




20


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




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




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




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




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




21


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




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




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




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




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




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




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




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




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




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




22


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




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




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




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




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




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




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




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




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




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




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




23


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




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




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




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




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




24


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




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




2.3 Real Estate
Taxes.




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




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




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




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




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2.4 Budget; Audit
Rights.




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





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





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ARTICLE
III


BUILDING SERVICES, IDENTITY,
SIGNAGE, AND MANAGEMENT




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




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




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




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




(iii)         Electric
lighting service for all Common Areas, including the Parking Areas, in
conformity with the practices for the Property on the Commencement
Date;




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




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




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




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




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




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




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




30


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




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




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




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




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




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





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




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




(e)           To
the extent the services described in this Section 3.1 require
electricity, water or other utility services supplied by public utilities,
Landlord shall not be deemed to be in breach of Landlord’s covenants hereunder
because of the failure of a public utility to supply the required services so
long as Landlord uses reasonable efforts to cause the applicable public
utilities to furnish the same.  No failure by Landlord to furnish the
services described in this Section 3.1, nor any
cessation thereof for reasons beyond Landlord’s control, shall not render
Landlord liable for damages to either person or property, nor be construed as an
eviction of Tenant, nor work an abatement of Rent, nor relieve Tenant from
fulfillment of any covenant or agreement hereof.  Without limitation
of the foregoing and except as otherwise provided below, should any of the
equipment or machinery, for any cause, fail to operate or function properly,
Tenant shall have no claim for a rebate of Rent or for damages on account of any
interruption in services occasioned thereby or resulting therefrom so long as
Landlord uses reasonable efforts to promptly repair said equipment or machinery
and to restore said services.





32


(f)           In
the event Landlord fails to provide any of the services Landlord is obligated to
provide under this Lease, and if such failure adversely impacts Tenant’s use or
enjoyment of the Leased Premises or any portion thereof (and Tenant actually
ceases to use the affected area for business operations), and if such failure of
Landlord to provide services continues for more than three (3) consecutive
business days after written notice from Tenant to Landlord and all Notice
Parties for any reason (except due to Force Majeure Events or gross negligence
or willful misconduct of Tenant or Tenant’s agents, employees or contractors)
(any such failure, a “Service Failure”),
then all Rent due under this Lease for the affected portion of the Leased
Premises at the affected Property 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 the Services Failure in
the manner expressed in Section 7.1(f) and to
recover the reasonable cost thereof from Landlord.




3.2 Keys and
Locks.  Tenant currently possesses keys and/or access cards, as
applicable, for each lockset on doors entering the Leased Premises from public
areas for use by its current employees maintaining offices in the Leased
Premises.  Additional keys and/or access cards, including keys and/or
access cards for new employees of Tenant and replacement keys and/or access
cards for lost or damaged keys and/or access cards will be furnished by Landlord
upon an order signed by Tenant and at Tenant’s sole cost and
expense.  Tenant shall be permitted to install additional locks or
other access control devices in the Leased Premises provided Tenant furnishes
Landlord with a duplicate set of keys or a master key and/or access cards to all
such locks other than those locks securing Security Areas.  Upon
termination of this Lease, Tenant shall surrender to Landlord all keys and/or
access cards to any locks on doors entering or within the Leased Premises, and
shall provide Landlord with the combination of all locks for safes, safe
cabinets and vault doors, if any, within the Leased Premises.




3.3 Graphics and Building
Directory.




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




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





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3.4 Building Identity; Signage;
Exclusivity.




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




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





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




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




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




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





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




3.5 Communications
Equipment.




(a)           Subject
to the provisions of this Section 3.5, Tenant
shall have the non-exclusive right, at its sole cost and expense and for
Tenant’s use, to install, maintain and operate upon the roof of the Building one
(1) or a reasonable and necessary additional number of transmitters and/or
receiver antennas or dishes approved by Landlord, which approval shall not be
unreasonably withheld or delayed (collectively, the “Communications
Equipment”) for use by Tenant in the conduct of its business; provided
that such Communications Equipment may not materially compromise the aesthetics
or appearance of the Building nor shall Landlord be required to incur any
expense in accommodating the Communications Equipment.  The
Communications Equipment must be (i) designed, installed and operated in
compliance with all Legal Requirements, and (ii) installed and operated so as
not to adversely affect or impact structural, mechanical, electrical, elevator,
or other systems serving the Building or customary telephone service for the
Building and so as not to cause injury to persons or property and so as not to
void or impair any applicable roof warranty.  Upon the expiration or
termination of this Lease, Tenant shall remove the Communications Equipment and
repair any damage to the Building caused by the installation, maintenance, use
or removal of the Communications Equipment.




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





36


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




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




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




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




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





37


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




ARTICLE
IV


CARE OF PREMISES; LAWS,
RULES AND REGULATIONS




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




38


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




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




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




39


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




40


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





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




ARTICLE
V


LEASEHOLD IMPROVEMENTS AND
REPAIRS




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




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




41


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




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




42


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




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




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5.7 Art.  Landlord
acknowledges that Tenant may store and/or display within the Building, multiple
works of art, including paintings, textiles, sculptures, and other forms of
artwork (the “Art”) that are an
integral part of the Bank of America Art Collection.  The Art may be
located within the Leased Premises, or with Landlord’s approval, in Common
Areas, including lobbies or other public spaces within the Building or outdoor
plaza areas.




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




(b)           Landlord
agrees that (i) Landlord shall not remove any Art from any Common Areas or
public spaces of the Building during the Term hereof or within a period of
thirty (30) days following the Term hereof, and Landlord acknowledges that any
such removal in violation of this paragraph may cause damage to the Art, for
which Landlord shall bear sole responsibility; and (ii) Landlord’s removal of
any Art during the Term or thereafter shall not be within the scope of Tenant’s
VARA indemnification.  The foregoing provisions of this subsection
5.7(b) shall not be construed as Landlord’s approval of the placement of Art in
Common Areas within or outside the Building.




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




44


5.8 Intentionally
Omitted.




5.9 Demising
Work.  This
Section 5.9 is to be included only in the event that Tenant executes a
Continuing Term Separate Lease.]  Any Demising Work required to
be performed by Tenant: shall, in each instance, be completed as
follows:




(a)           Tenant
shall prepare and submit to Landlord for Landlord’s approval a preliminary space
plan (the “Preliminary
Space Plan”) in connection with Tenant’s proposed separation of the
Leased Premises from the FSG Sublet Space.  Landlord’s approval shall
not be unreasonably withheld or delayed and shall be given or withheld, or
Landlord shall advise Tenant whether Landlord requires additional information in
order to evaluate Tenant’s request, within ten (10) days following Tenant’s
delivery to Landlord of the Preliminary Space Plan.  If Landlord
objects to the Preliminary Space Plan (or any revision thereof), Tenant shall
deliver a revised Preliminary Space Plan to Landlord and the procedure will be
repeated, if necessary, until a final space plan is
approved.  Landlord’s approval of each revised Preliminary Space Plan
shall be given or withheld within ten (10) days following Landlord’s receipt
thereof from Tenant.  The final approved space plan is hereinafter
referred to as the “Final Space
Plan”.  Landlord and Tenant shall work with one another
reasonably and in good faith to resolve any differences concerning the
Preliminary Space Plan and the Final Space Plan (or the Preliminary Drawings or
Final Drawings hereafter referenced in Section 5.9(b)),
failing which any disagreements shall be resolved in accordance with Article
XII.




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




(c)           Tenant
will cause the Demising Work to be constructed in substantial accordance with
the Final Drawings.  Landlord shall be deemed to have waived Tenant’s
performance of any Demising Work not shown on the Final Drawings except to the
extent required to satisfy Legal Requirements.  Landlord’s review of
Space Plans and Drawings under Sections 5.9(a) and
(b) above is
for Landlord’s purposes only, and not a representation or warranty that the work
to be performed pursuant thereto meets all Legal Requirements.




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




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




45


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




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




ARTICLE
VI


CONDEMNATION, CASUALTY AND
INSURANCE




6.1 Condemnation.




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




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




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




46


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




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




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




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




47


6.3 Casualty
Clause.




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




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




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




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




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




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




48


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




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




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




49


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




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




ARTICLE
VII


DEFAULTS, REMEDIES,
BANKRUPTCY, SUBORDINATION




7.1 Default and
Remedies.




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




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




50


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




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




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




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




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




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




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




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




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




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




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




(e)           Landlord
may not terminate this Lease unless either (A) Tenant shall have failed to pay,
without the contractual right to abate or offset as herein otherwise provided,
Rent in an amount equal to or greater than the amount of three (3) months’
Annual Basic Rent then due and payable, and such failure to pay continues for a
period of ten (10) days following Tenant’s receipt of written notice thereof
from Landlord, which notice shall state in all capital letters (or other
prominent display) that this Lease may be terminated if Tenant fails to promptly
pay all overdue Rent, or (B) Tenant shall fail to comply with any final order
relating to the Property rendered pursuant to the dispute resolution procedures
outlined in Article
XII within the time periods set forth in such order, or, if no time
periods are set forth therein, then within such time period as is reasonably
necessary to promptly and diligently comply with such order, but not to exceed
sixty (60) days, subject to appropriate extensions for delays caused by Force
Majeure Events, and such failure to comply continues for a period of thirty (30)
days following Tenant’s receipt of written notice thereof from Landlord, which
notice shall state in all capital letters (or other prominent display) that this
Lease may be terminated if Tenant fails to promptly comply with the requirements
of such order.




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





53


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




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




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




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




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




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




55


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




7.8 Estoppel
Certificate.  At the request of either Landlord or Tenant, the
other party will execute within ten (10) business days from the date of receipt
of the request, from time to time, an estoppel certificate substantially in the
form attached hereto as Exhibit E or in such
other form as may be reasonably requested by the requesting party; provided that
any request submitted by Landlord requesting an estoppel certificate by Tenant
shall be accompanied by an estoppel certificate executed by Landlord indicating
whether or not there are any then existing defaults by Tenant under this Lease,
and if so, describing said defaults.  Tenant and any third party
certifying, to the best of such party’s knowledge and belief, to the facts (if
true) described in such certificate.




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




56


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




ARTICLE
VIII


SUBLEASING, ASSIGNMENT,
LIABILITY, AND CONSENTS




8.1 Sublease or Assignment by
Tenant.




(a)           Tenant
shall not (i) assign, convey or otherwise transfer (whether voluntarily, by
operation of law, or otherwise) this Lease or any interest hereunder to any
party other than to an Affiliate or a corporate successor of Tenant [or to First
States Group, L.P. or an affiliate thereof (“FSG”)] (collectively, the “Approved
Assignees”) or (ii) allow any lien to be placed upon Landlord’s or Tenant’s
interest hereunder in and to the Leased Premises or the Property or the estates
or interests created by this Lease.  Tenant shall have the right, in
its sole and absolute discretion and without obtaining Landlord’s consent, to
assign this Lease to any of the Approved Assignees.  [Note: Bracketed language shall be
used in the event Tenant executes a Continuing Term Separate
Lease.]




(b)           Subject
to the provisions of this Section 8.1(b),
Tenant may, at any time during the Term, sublease all or a portion of the Leased
Premises; provided that any sublease[: (i) to FSG; or (ii)] for a term of longer
than five (5) years, other than a sublease to an Affiliate or corporate
successor of Tenant or to one or more of Tenant’s vendors for the purpose of
allowing such vendors to place their personnel on-site at Tenant’s premises
during the duration of the vendor/vendee relationship, shall be subject to and
contingent upon Landlord’s right of recapture as provided in this Section
8.1(b).  If Tenant desires to sublet all or any portion of the
Leased Premises to a person or entity other than [FSG or]  an
Affiliate, corporate successor or Tenant vendor for a term of longer than five
(5) years, Tenant shall notify Landlord in writing at least twenty (20) days
prior to the date on which Tenant desires such sublease to become effective
(hereinafter referred to in this Section 8.1(b) as the
“Transfer
Notice”) of the (i) economic terms of the proposed subletting, (ii) the
identity of the proposed sublessee, (iii) the area proposed to be sublet
(hereinafter referred to as the “Sublet Space”), and
(iv) the use to be made by such sublessee of such Sublet Space.  The
Transfer Notice shall also state in all capital letters (or other prominent
display), that Landlord shall be deemed to have declined to recapture the Sublet
Space and to have approved the sublease if Landlord fails to respond within
twenty (20) days after receipt thereof.  If Landlord fails to respond
to such Transfer Notice within twenty (20) days after receipt thereof, Landlord
shall be deemed to have approved the proposed sublease as set forth in the
Transfer Notice.  Tenant agrees to use its reasonable efforts to
promptly provide any additional information about a proposed sublease that is
reasonably requested by Landlord.  Tenant shall deliver a copy of any
such sublease to Landlord promptly after its execution.  If Tenant
shall fail to consummate the sublease that was the subject of the Transfer
Notice on the same terms as those set forth in the Transfer Notice within ninety
(90) days following the date of the Transfer Notice, then Tenant shall be
obligated to deliver to Landlord a further Transfer Notice in regard to the
proposed sublease, and the process shall be repeated until the sublease shall be
signed within the time and on the terms required, or Landlord shall elect to
recapture the Sublet Space.  If Landlord elects to recapture the
Sublet Space, upon such recapture and Tenant’s surrender and Landlord’s
acceptance of the Sublet Space, (i) Tenant shall be released from its
obligations under this Lease for the remainder of the Term of this Lease as they
relate to the recaptured Sublet Space only, including Tenant’s obligation to pay
Annual Basic Rent and Tenant’s Operating Expense Share and Tenant’s Tax Share as
they relate to the recaptured Sublet Space only, and (ii) Landlord shall pay all
leasing commissions, tenant improvement allowances and other costs associated
with releasing the recaptured Sublet Space and all costs associated with
demising the recaptured Sublet Space for separate occupancy.  [Note: Bracketed language shall be
used in the event Tenant executes a Continuing Term Separate
Lease.]




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




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




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




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




(g)           Tenant
agrees to reimburse Landlord for reasonable legal fees and costs incurred by
Landlord in connection with Landlord’s consideration of any request by Tenant
for a Subtenant Non-Disturbance Agreement, it being understood that Landlord may
grant or withhold its approval of the Subtenant Non-Disturbance Agreement in
Landlord’s sole discretion.




58


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




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




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




59


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




8.3 [Assignment and Sublease by
FSG. Note: This Section
8.3 is to be included only in the event that Tenant executes a Continuing Term
Separate Lease.]




(a)           Any
provision of this Lease to the contrary notwithstanding, in the event Tenant
assigns this Lease or subleases all or a portion of the Premises to FSG (any
space so subleased by Tenant to FSG, the “FSG Sublet Space”),
FSG shall have the right in its sole and absolute discretion to further assign
FSG’s interest in this Lease or to sublease or sub-sublease, as applicable, all
or a portion of the Premises; provided, however, that FSG shall not have the
right to assign this Lease or sublease or sub-sublease all or any portion of the
Leased Premises to an organization or person enjoying sovereign or diplomatic
immunity.




(b)           Each
sublessee or sub-sublessee, as applicable, must fully observe all covenants of
this Lease applicable to the Premises being sublet by FSG.  During the
occurrence of an Event of Default by FSG hereunder, Landlord may collect
subrentals directly from a sublessee of the Premises being sublet by
FSG.  All subleases or sub-subleases shall by their terms be subject
and subordinate to this Lease as amended from time to time.




(c)           Tenant
shall perform, at Tenant’s sole cost and expense, any Demising Work required in
connection with FSG Sublet Space.




60


ARTICLE
IX


PURCHASE AND
SALE




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




9.2 Right of First Offer on
Sale.




(a)           During
the Term, so long as no Event of Default shall have occurred hereunder and be
continuing, and for so long as the herein named Tenant, or its Affiliates, shall
remain in possession of at least thirty-five percent (35%) of the Net Rentable
Area of the Building (together, the “ROFO Eligible
Conditions”), Tenant shall have the right of first offer to purchase the
Building should Landlord determine to sell it, as more fully provided
below.  In no event shall the right of first offer provided in this
Section 9.2
apply to any foreclosure of the Building or the delivery of any deed-in-lieu of
foreclosure and such right of first offer shall terminate and be of no further
force or effect upon and following a foreclosure or the delivery of a
deed-in-lieu of foreclosure.




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




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ARTICLE
X


EXPANSION
RIGHTS




10.1       Intentionally
Omitted.




10.2       Tenant Expansion
Notices.  If Tenant shall desire to lease available space at
the Property Tenant shall notify Landlord of such interest (any such
notification, a “Tenant’s Expansion
Notice”) and identify (a) the approximate Net Rentable Area of the
expansion space desired by Tenant, (b) the date by which Tenant desires to
occupy the expansion space and (c) whether Tenant is committing, in advance of
receiving the Landlord Expansion Response, to lease the space identified in the
Tenant Expansion Notice if and when available (any such space, “Pre-Committed Space”)
subject to Tenant’s acceptance of Landlord’s determination of the Fair Market
Rental Value of such Pre-Committed Space.




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




10.4       Expansion Space
Leases.  Tenant shall have the right and option (“Expansion Rights”) to
lease all or a portion of the available space identified in the Landlord
Expansion Response for a term of five (5) years, plus renewals on the following
terms and conditions.  Tenant shall exercise an Expansion Right by
written reply to a Landlord Expansion Response (any such timely reply, an “Expansion Space
Acceptance”) within fifteen (15) days after receipt of the Landlord
Expansion Response, which shall specify, with particularity, (a) the location,
approximate Net Rentable Area and configuration of the space described in the
Landlord Expansion Response that Tenant desires to lease, and (b) whether Tenant
agrees with Landlord’s opinion of the Fair  Market Value of the space
that Tenant desires to lease or if Tenant desires to have the same determined by
appraisal as provided in Sections 1.4(e) and
(f).  All
space for which Tenant timely exercises an Expansion Right shall be referred to
as “Expansion
Space”.




(a)           Intentionally
Omitted.




(b)           Expansion
Space shall be added as Leased Premises under this Lease on the same terms and
conditions as apply to all other Leased Premises as then demised hereunder,
except that (i) the Annual Basic Rent payable for the Expansion Space shall be
the Fair Market Rental Value of the Expansion Space, determined by appraisal as
provided in Sections
1.4(e) and (f), (ii) the Term of
this Lease with respect to the Expansion Space shall be the lesser of (A) five
(5) years or (B) the then remaining balance of the Term for the remainder of the
Leased Premises, (iii) Tenant shall have the right to renew the Term for the
Expansion Space for one or more periods, as Tenant may elect, as provided in
Section 1.4,
except that the Annual Basic Rent payable in respect of the Expansion Space
during any Initial Renewal Term or Extended Renewal Term shall be the Fair
Market Rental Value of the Expansion Space, determined as of the date of
Tenant’s renewal notice by appraisal as provided in Sections 1.4(e) and
(f).  [Note: For Continuing Term Separate
Lease, references to Initial Term shall be deleted.]




62


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




(d)           Promptly
following Tenant’s timely exercise of an Expansion Right, Landlord and Tenant
shall amend Exhibit
A to this Lease to reflect the addition of the Expansion Space to the
Leased Premises and to confirm the terms thereof, including the Net Rentable
Area of the Expansion Space, the Annual Basic Rent payable in connection
therewith, the Term of Expansion Space, the change to Tenant’s Occupancy
Percentage resulting from the addition of the Expansion Space.




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




10.5       Intentionally
Omitted.




10.6       Subordination of Expansion
Space Rights.  Anything herein contained to the contrary
notwithstanding, Tenant’s Expansion Rights as provided in this Article X are and
shall be subordinate to any rights heretofore or hereafter granted to any other
party with respect to space in the Building.  Landlord, at Landlord’s
discretion, may lease available space in the Building and to any other party on
such terms and conditions as they shall determine, at any time, including after
Landlord’s delivery of a Landlord Expansion Response, but before Landlord’s
receipt of an Expansion Space Acceptance with respect to any Expansion
Space.  Landlord may choose to use any space that is or about to
become vacant for marketing or property management purposes, without notifying
or offering such space to Tenant, or giving rise to any right of Tenant
hereunder.  Nothing contained in this Article X is
intended, nor may anything herein be relied upon by Tenant, as a representation
by Landlord or any other party as to the availability of expansion space at any
time, and Landlord shall not be obligated to lease any space identified as
available on any Landlord Expansion Response to Tenant unless, at the time
Landlord receives an Expansion Space Acceptance, Landlord or such owner shall
not have entered into a letter of intent or a lease agreement with respect to
the Expansion Space that is covered by the Expansion Space
Acceptance.  Notwithstanding the foregoing, Landlord shall not enter
into a lease or letter of intent for any space identified in a Tenant Expansion
Notice as Pre-Committed Space for a period of thirty (30) days following
Landlord’s receipt of the Tenant Expansion Notice identifying such Pre-Committed
Space.




63




10.7        Duration.  Tenant’s
Expansion Rights under this Article X shall
continue throughout the Term until there are fewer than twelve (12) months then
remaining in the Term and Tenant has not exercised any then available Renewal
Option.




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




ARTICLE
XI


INTENTIONALLY
OMITTED




ARTICLE
XII




DISPUTE
RESOLUTION




12.1        Approval Procedure; Dispute
Resolution.




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




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




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




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




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




12.2    
   Dispute
Resolution.  The parties hereby agree to attempt to resolve all
disputes and controversies arising out of or in connection with this Lease or
its interpretation, performance or breach, promptly, equitably and in a good
faith manner, through discussions and negotiations, but failing same, the
parties shall proceed as follows:


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




(b)          If
the dispute or controversy involves the granting, withholding or conditioning of
consent or approval of a matter described in Sections 2.4
(Budget), 3.1(b) (Supplemental
HVAC), 3.4
(Building Identity; Signage; Exclusivity), 3.5 (Communications
Equipment), 5.2
(Alterations), 5.7 (Art), 5.9 (Demising Work)
and 8.1
(Subletting) hereof (collectively, the “Approval Matters”) or
if the dispute or controversy not involving an Approval Matter involves a total
cost to either party of One Million Dollars ($1,000,000.00) or less (a “Binding ADR
Dispute”), and if the parties shall be unsuccessful in their efforts to
negotiate a mutually satisfactory resolution of their dispute or disagreement,
the parties shall submit the matter to binding arbitration, and JAMS shall
provide to the parties a list of three (3) arbitrators, and each party may
strike one.  The remaining arbitrator shall serve as the arbitrator
for the dispute.  The arbitrator so selected shall furnish Landlord
and Tenant with a written decision within thirty (30) days after his or her
selection.  The parties agree to arbitrate any Binding ADR Dispute
pursuant to JAMS’ Streamlined Arbitration Rules as amended from time to time,
and as modified to the extent practicable to give effect to the agreement of the
parties as stated above in this Section
12.2(b).  Binding ADR Disputes shall not be conducted in person
unless either Landlord or Tenant shall request an in-person
arbitration.  The decision of the arbitrator in a Binding Dispute
shall be final and shall be binding upon the parties, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.


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




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




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




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




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




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




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




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




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




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


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




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




12.5        Mediation;
Litigation.  Unless the parties mutually agree to arbitrate a
Major Dispute, prior to either party commencing litigation, the parties shall
attempt to mediate such dispute.  Accordingly, except as provided in
Section 12.2(d)
or Article
XIII, no civil action with respect to any dispute or disagreement arising
out of or relating to this Lease shall be commenced until the matter has been
submitted to JAMS, or its successor, for mediation.  Either party may
commence mediation by providing to JAMS and the other party a written request
for mediation, setting forth the subject of the dispute and the relief
requested.  The parties shall cooperate with JAMS and with one another
in selecting a mediator from JAMS’ panel of mediators, and in scheduling the
mediation proceedings.  The parties agree that they will participate
in the mediation in good faith, and that they will share equally in its
costs.  All offers, promises, conduct and statements, whether oral or
written, made in the course of the mediation by any of the parties, their
agents, employees, experts and attorneys, and by the mediator and any JAMS
employees, are confidential, privileged and inadmissible for any purpose,
including impeachment, in any litigation or other proceeding involving the
parties; provided that evidence that is otherwise admissible or discoverable
shall not be rendered inadmissible or non-discoverable as a result of its use in
the mediation.  Either party may seek equitable relief prior to the
mediation to preserve the status quo pending the completion of that
process.  Except for such an action to obtain equitable relief,
neither party may commence a civil action with respect to the matters submitted
to mediation until after the completion of the initial mediation session, or
forty-five (45) days after the date of filing the written request for mediation,
whichever occurs first. Mediation may continue after the commencement of a civil
action, if the parties so desire.  The provisions of this clause may
be enforced by any court of competent jurisdiction, and the prevailing party
shall be entitled to an award of all costs, fees and expenses, including
attorney’s fees, to be paid by the party against whom enforcement is
ordered.




ARTICLE
XIII


TENANT
REMEDIES




If a
Landlord Default occurs and is continuing hereunder and Tenant elects to cure or
attempts to cure the Landlord Default, and if Landlord fails to reimburse Tenant
for such reasonable costs of curing the Landlord Default within thirty (30) days
after Tenant’s submission of an invoice for such costs together with reasonable
supporting documentation, Tenant may from time to time offset such costs against
installments of Annual Basic Rent in an aggregate amount, not to exceed in any
twelve (12) calendar month period, the lesser of (i) $50,000 and (ii) two (2)
months’ Annual Basic Rent.


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ARTICLE
XIV


MISCELLANEOUS




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




14.2        Brokers.  Tenant
represents that it has not engaged any broker, agent or similar party with
respect to the transactions contemplated by this Lease.  Tenant agrees
to indemnify and hold harmless Landlord from and with respect to any claims for
a brokerage fee, finder’s fee or similar payment with respect to this Lease
which is made by any party claiming by, through or under
Tenant.  Landlord represents that it has not engaged any broker, agent
or similar party with respect to the transactions contemplated by this
Lease.  Landlord agrees to indemnify and hold harmless Tenant from and
with respect to any claims for a brokerage fee, finder’s fee or similar payment
with respect to this Lease which is made by a party claiming by, through or
under Landlord.  No broker shall be entitled to receive a separate
commission from Landlord in connection with this Lease or any amendment, renewal
or modification hereof.




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




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




14.5        Governing
Law.  This Lease shall in all respects be governed by, and
construed in accordance with, the laws of the State in which the Property is
located, including all matters of construction, validity and
performance.


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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 Directors) for the execution, delivery
and performance of this Lease have been obtained and that Landlord has the right
and authority to enter into and perform its covenants contained in this
Lease.  Landlord and Tenant each also represents and warrants that it
is lawfully doing business in the state in which the Property is
located.




14.8        Severability.  If
any term or provision of this Lease, or the application thereof to any person or
circumstance, shall to any extent be invalid or unenforceable, the remainder of
this Lease, or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected thereby, and each provision of this Lease shall be valid and shall be
enforceable to the extent permitted by law.




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




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




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




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


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




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




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




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




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




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




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




14.20      Required Radon
Notice.  Tenant is hereby advised that radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it
over time.  Levels of radon that exceed federal and state guidelines
have been found in buildings in the state where the Property is
located.  Additional information regarding radon and radon testing may
be obtained from your county public health unit.  The foregoing
disclosure is provided to comply with laws applicable in the state where the
Property is located, is for informational purposes only and does not create any
contingency or any representation, warranty or obligation of
Landlord.




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


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




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




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




14.25      Termination of Original
Lease.  On and after the Commencement Date of this Lease, the
Original Lease shall automatically and without further action of First States,
Landlord, Tenant or any other party, terminate and no longer be effective as to
the Leased Premises.




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




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




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72


JOINDER





FIRST
STATES GROUP, L.P., for and on behalf of its affiliate, as landlord under the
Original Lease, hereby joins in this Lease for the sole purpose of acknowledging
and agreeing that, on and after the Commencement Date of the Lease, the Original
Lease shall automatically and without further action by the parties hereto,
terminate as to the Leased Premises.





FIRST
      STATES GROUP, L.P.By:Name:Title:




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EXHIBIT
A


[TO FORM
OF SEPARATE LEASE]





LEASED
PREMISES, BUILDING NRA, LEASED PREMISES NRA, TENANT OCCUPANCY PERCENTAGE,
PARKING AREA AND DRIVE THROUGH BANKING FACILITY





Leased
Premises:





Building
NRA:





Leased
Premises NRA:





Tenant
Occupancy Percentage:





Parking
Area:  As depicted on the attached drawing.





Drive
Through Banking Facility:





As
depicted on the attached drawing.




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EXHIBIT
B


[TO FORM
OF SEPARATE LEASE]




CONFIDENTIALITY
AGREEMENT




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




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




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




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




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




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


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




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




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




AUDITOR:By:


Print
      Name:


Its:
 Authorized
      SignatureDate:OWNER:By:


Print
      Name:
 Its:


Authorized
      SignatureDate:


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2


EXHIBIT
C


[TO FORM
OF SEPARATE LEASE]





SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT




This
Instrument prepared by:




_______________


_______________


_______________


_______________




Record
and Return to:




_______________


_______________


_______________


_______________




SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT




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




RECITALS:




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




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




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




ACCORDINGLY,
Tenant hereby confirms as follows:




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


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




2.1
            liable
      for any act or omission of a prior landlord (including Landlord)
      [provided, however, that Lender or any other successor owner will be
      liable, on a going forward basis from the date Lender or said successor
      owner acquires ownership or control of the property containing the
      Premises, for compliance with Landlord’s obligations under the Lease; and
      further provided that after Lender or said successor owner acquires
      ownership or control of the property containing the Premises, Tenant shall
      continue to be entitled to exercise any remedy expressly provided to
      Tenant in the Lease (including, but not limited to, self-help and offset
      rights), regardless of whether such exercise by Tenant relates to defaults
      or failures of Landlord, or other conditions, occurring before Lender or
      said successor owner acquires ownership or control of the property
      containing the Premises]; or




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




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




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




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


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




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




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





{remainder
of this page Intentionally Omitted left blank}




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


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5


STATE
      OF
            §


COUNTY
      OF
            §




(Insert
standard notary provision for applicable State)





LENDER:By:


Name:


Title:




Attest:By:Its:




STATE
      OF
                  §COUNTY
      OF
                  §




(Insert
standard notary provision for applicable State)




EXHIBIT
“A”




LEGAL
DESCRIPTION OF REAL PROPERTY




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EXHIBIT
D


[TO FORM
OF SEPARATE LEASE]




JANITORIAL
SPECIFICATIONS




CLEANING
SPECIFICATION – COMMERCIAL CORPORATE PROPERTIES




GENERAL
OFFICE AREAS





Nightly
Duties:





1.
            Empty
      and clean all trash receptacles, replace liners as required, remove
      collected trash to designated area.  Liners to be furnished by
      Landlord.


2.
            Empty
      recyclable containers, place collected paper into storage hampers, take to
      reclamation area as directed.


3.
            Vacuum
      all carpeted traffic lane areas.


4.
            Turn
      out all lights and lock doors upon leaving each day as
      applicable.


5.
            Drapes
      and louvers left as follows (unless specified otherwise by Owner): louver
      is to be fully extended to windowsill, slats are to be in open position to
      allow light to pass through the window into the office (lying parallel to
      the sill).  Drapes are to be left in the position in which they
      were found.


6.
            Dust
      mop all hard surface floors with a treated dust
  mop.


7.
            Mop
      and remove all stains and spills (e.g. coffee and drink spills) on vinyl,
      marble and ceramic tile floors.


8.
            Using
      an approved spotter and extraction machine as required, spot clean
      carpets.


9.
            General
      policing of office areas should be made to assure satisfaction of cleaning
      service.





Twice
Weekly Duties:





1.
            Hand
      dust with a treated cloth all horizontal surfaces within normal reach
      including, without limitations: furniture including desks, chair arms,
      file cabinets and book cases; office equipment; window sills; door edges
      and knobs; chair rails; desk lamps; fixtures; paneling; grillwork;
      convector tops; pictures; clocks; partition tops, coat racks
      etc.


2.
            Wipe
      clean all glass topped furniture with glass
  cleaner.


3.
            Wipe
      clean light switches, brass/chrome push plates, brass/chrome kick plates
      and other metal with treated
cloths.


4.
            Glass
      doors, side-lites and partitions - clean finger marks from both
      sides.


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Weekly
Duties:





1.
            All
      furniture dusted completely - tops of desks, tables, credenzas, etc.,
      should be free of all work papers, folders,
etc.


2.
            Hand
      dust grillwork within normal reach.


3.
            Full
      vacuuming of all carpeted areas.


4.
            Damp
      mop entire hard surface floor
areas.





Monthly
Duties:





1.
            High
      dusting of corners, ledges, tops of drapes, ceiling diffusers, etc. shall
      be performed on an as-needed basis, not less frequent than every 30
      days


2.
            Spot
      clean all walls and doors monthly.


3.
            Chair
      pads will be reversed, vacuumed and cleaned underneath
      quarterly.


4.
            Clean
      all baseboards every 60 days.


5.
            Clean,
      strip and wax tile floors quarterly, but maintained with a weekly buffing
      program.




EXECUTIVE OFFICE AREAS,
DINING ROOM, BOARD ROOM, AND CONFERENCE AREAS





Nightly
Duties:





All
specifications and their frequency of performance as detailed above shall be
performed to the Executive floor premises, except as modified
below.





1.
            Wipe
      down interior and exterior of trash receptacle enclosure
      areas.


2.
            Full
      detailed vacuum of all carpeted flooring using an edging
      tool.  A pile lifter will be used to remove all embedded dirt
      and grit and restore pile to a uniformly upright
  condition.


3.
            Turn
      out all lights and lock doors upon leaving each day as
      applicable.


4.
            Drapes
      are to be left in the position in which they were
  found.


5.
            Dust
      mop all hard surface floors with a treated dust mop.  Vinyl tile
      floors will be wet-mopped, dried and spray buffed.  All wax and
      marks from the buffing operation will be removed from baseboards, elevator
      doors and vertical surfaces.  Floors and baseboards to be left
      in a uniformly bright, clean
condition.


6.
            Hand
      dust with a treated cloth all horizontal surfaces within normal reach
      including, without limitations: furniture including desks, chair arms,
      file cabinets and book cases; office equipment; window sills; door edges
      and knobs; chair rails; desk lamps; fixtures; paneling; grillwork;
      convector tops; pictures; clocks; partition tops, credenzas, coat racks
      etc.


7.
            Wipe
      clean all glass topped furniture with glass
  cleaner.


8.
            Wipe
      clean light switches, brass/chrome push plates, brass/chrome kick plates
      and other bright work with treated
cloths.


9.
            Glass
      doors, side-lites, vision kits and partitions - clean finger marks from
      both sides.


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10.
            All
      hard floor surfaces shall be maintained in a first class condition by
      utilization of the appropriate floor care methods and procedures including
      buffing, scrubbing, spray buffing (which shall be performed nightly),
      stripping and refinishing which shall be performed on a monthly
      basis.  Definition of first class condition includes no soil
      film, scuffs, streaks, build-up, black marks and dust on floor surfaces
      including corners, edges, baseboards and adjacent/abutting
      finishes.  Grout must be clean and free from dirt or soil build
      -up.  Discoloration of grout shall be minimized and prevented by
      regular use of bleach solution or alternative approved
      solution.


11.
            Spot
      clean all walls and doors.





Weekly
Duties:





1.
            Thoroughly
      wipe down with a treated cloth and clean all
  baseboards.


2.
            High
      dusting of corners, ledges, tops of drapes, ceiling diffusers, etc. shall
      be performed.


3.
            Chair
      pads will be reversed, vacuumed and cleaned
  underneath.





Quarterly
Duties:





1.
            Clean,
      strip and wax vinyl tile and ceramic tile
  floors.


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9





RESTROOMS




Nightly
Duties:





1.
            Floors
      will be swept clean and wet-mopped using a germicidal detergent approved
      by Owner.  Floors will then be mopped dry and all watermarks and
      stains wiped from walls, toilet fixtures, trash cans and metal partition
      bases.


2.
            Wash
      and polish all mirrors, powder shelves, bright work (including exposed
      piping below wash basins), bright metal toilet and urinal plumbing, towel
      dispenser receptacles, sanitary product dispensers, sanitary product waste
      receptacles and any other metal accessories.  Mirrors will be
      cleaned and polished.  Service Provider shall use only
      non-abrasive, non-acidic material to avoid damage to metal
      fixtures.


3.
            Scour,
      wash and disinfect all basins, bowls and urinals with approved germicidal
      detergent solution, including tile walls and metal partitions proximate to
      toilets and urinals.  Special attention must be taken to inspect
      and clean areas of difficult access, such as the underside of toilet bowl
      rings and urinals, to prevent building up of calcium and iron oxide
      deposits.  Wash both sides of all toilet seats with approved
      germicidal solution and wipe dry.  Toilet seats to be left in an
      upright position.


4.
            Damp
      wipe all metal toilet partitions and modesty screens and tiled walls using
      approved germicidal solution. All surfaces are to be wiped dry so that all
      wipe marks are removed and surface has a uniformly bright appearance. Dust
      the top edges of all partitions, ledges, dispensers and mirror
      tops.


5.
            Empty
      all receptacles, including waste, sanitary products,
  etc.


6.
            Check
      supplies of, and add/replace as warranted, toilet paper, toilet seat
      covers, hand towels, soap, sanitary products. Replace lined disposal bags
      in sanitary napkin receptacles.





Monthly
Duties:





1.
            Dust
      and clean all restroom supply and return air
  vents.


2.
            Machine
      scrub all restroom floors using an approved germicidal
      detergent.




LOBBY AND
ENTRANCES, ELEVATORS, CORRIDORS, STAIRWAYS, AND OTHER AREAS




Nightly
Duties:





1.
            Empty
      trash receptacles and replace liners.  Remove all collected
      trash to designated area.  Vacuum and wipe down interior and
      exterior of trash enclosure areas.


2.
            Damp
      wipe and sanitize cafeteria and lounge table
  tops.


3.
            Damp
      wipe and clean cafeteria and lounge
chairs.


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10




4.
            Vending
      machines and microwave ovens (as applicable): clean glass and metal
      display surfaces; vacuum and/or mop as applicable underneath each machine;
      remove all trash and litter from underneath, around and on top of
      machines; dust with a treated cloth on top of each machine; wipe off
      finger prints and smudges; wipe down and clean interior of microwave
      including the front glass insert.


5.
            Wipe
      down and clean all counter tops in cafeteria seating
  area.


6.
            Detail
      vacuum main lobby, and all elevator service
  lobbies


7.
            Sweep
      or dust mop all bare floor areas.


8.
            Spot
      clean all office entrance doors, doors to restrooms, door louver inserts,
      doors to stairways, elevator doors and
frames.


9.
            Keep
      elevator door treads free of debris, clean and polish.  Wipe and
      clean with a treated cloth all elevator emergency phone boxes, phones and
      fireman phone hook-ups.


10.
            Spot
      mop any spillage.


11.
            Clean
      building directories, dust interiors, clean glass, remove
      tape.


12.
            Clean
      all drinking fountains, polish as needed, clean
  sides.


13.
            All
      carpeted floors are to be vacuumed and edged with an edging tool, moving
      all furniture and accessories.  Baseboards will be wiped with a
      treated dust cloth after vacuuming.  Carpet and baseboards will
      be spot cleaned where necessary.


14.
            All
      hard-surfaced floors are to be mopped with a treated dust mop and
      maintained as needed to preserve and retain uniformly bright appearance,
      with particular attention to edges, corners and behind
      doors.  All spills and stains will be removed with damp mop or
      cloth.


15.
            Using
      a high-speed floor machine, spray buff all hard surface areas in Main
      Lobby and wipe baseboards with a treated cloth to remove stains and
      dust.


16.
            Walls
      will be spot cleaned to remove all smudges, stains and hand marks, using
      only clean water or mild cleansing agent where necessary.  When
      soap or cleaner is used, the wall will be rinsed with clear water and
      dried.  No abrasive cleaner will be
  used.


17.
                The
      corridor area in front of each service car landing where trash is to be
      collected until removed to compactor or designated collection area is to
      be protected by covering the carpet with a protective drop
      cloth.  Any spots or stains on carpet are to be cleaned
      immediately.
 18.
                All
      doors and jambs will be spot-cleaned to remove any hand marks, stains,
      spills or smudges.  Use only clear
      water or a mild cleansing agent where necessary and as
      applicable.  Rinse with clear water and dry.  Door
      edges and jambs will be dusted where necessary. When completed, doors and
      jambs shall have a uniformly clean appearance.  All common area
      door thresh-holds, including those located from the basement level to the
      fifth floor of the parking garage shall be kept free of debris, cleaned
      and polished.


19.
            All
      glass doors and partitions will be spot-cleaned to remove any finger
      marks, smudges or stains and will be left in a uniformly clean and bright
      condition, free of all dust and
streaks.


20.
            All
      metalwork, such as mail chutes, door hardware and frames, metal lettering,
      push plates, kick plates, revolving door hardware and other metal
      accessories will be wiped clean and polished, and left in uniformly clean
      and bright condition, free of all dust and
  streaks.


BBD-1
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11


21.
            Elevator
      doors and frames will be wiped down and cleaned/polished, removing all
      dust, marks and stains, and left in a uniformly clean and bright
      condition.  Elevator interior surfaces will be wiped clean and
      polished.  All dirt and debris removed from door tracks using
      vacuum and edging tool, hand rails are to be wiped down and cleaned and
      inspected for gum stuck on the back side which shall be removed; directory
      panels are to be wiped down and
cleaned.


22.
            Clean
      all cigarette urns, removing all cigarette butts and debris and replace
      sand as necessary.  Materials to be furnished by Service
      Provider.


23.
            Dust
      all accessories, ledges and all other horizontal surfaces, using a treated
      dust cloth.  All surfaces to be left in a clean, dust-free
      condition.  Spot-clean as
necessary.


24.
            All
      hard floor surfaces shall be maintained in a first class condition by
      utilization of the appropriate floor care methods and procedures including
      buffing, scrubbing, spray buffing (which shall be performed nightly),
      stripping and refinishing which shall be performed on a monthly
      basis.  Definition of first class condition includes no soil
      film, scuffs, streaks, build-up, black marks and dust on floor surfaces
      including corners, edges, baseboards and adjacent/abutting
      finishes.  Grout must be clean and free from dirt or soil build
      -up.  Discoloration of grout shall be minimized and prevented by
      regular use of bleach solution or alternative approved
      solution.





Twice
Weekly Duties:





1.
            Sweep
      and/or vacuum stairwells and remove debris, trash and
      litter.  Clean up any spills. Dust handrails and
      balustrades.  Spot clean walls, stairs and
    ledges.





Weekly
Duties:





1.
            Vinyl
      tile floors will be wet-mopped dried and spray buffed, including the
      basement level hallway.  All wax and marks from the buffing
      operation will be removed from baseboards, elevator doors and vertical
      surfaces.  Floors and baseboards to be left in a uniformly
      bright, clean condition.


2.
            All
      carpeted floors will be vacuumed and edged with an edging
      tool.  A pile lifter will be used to remove all embedded dirt
      and grit and restore pile to a uniformly upright
  condition.


3.
            All
      interior glass (excluding perimeter windows) will be thoroughly cleaned
      and left in a uniformly bright clean condition. This is inclusive of any
      vision kits in common area
stairwells.





Monthly
Duties:





1.
            Dust
      all horizontal surfaces and ledges that are not accessible for normal
      nightly dusting.


2.
            Keep
      all fire hose and extinguisher cabinets clean inside and
    out.


3.
            Wipe
      down and clean convector
baseboards.


4.
            All
      elevator cab carpets will be shampooed using the hot water extraction
      method on a monthly basis to maintain an even, clean
      appearance.  From December 1st through April 15th the same
      procedure will be performed on a semi-monthly
  basis.


BBD-1
Separate Lease Form


12




Semi-Annual
Duties:





1.
            All
      hard surfaced floors are to be completely stripped down to the bare floor
      surface, totally free of any wax, sealer or other finish.  After
      stripping, the floor will be re-finished and polished.  On
      completion of re-finishing, all finish, water and other marks will be
      removed from walls, baseboards, doors, furniture and adjoining carpeted
      areas.





Annual
Duties:





1.
            All
      vinyl papered walls are to be washed down with clear water and wiped clean
      and dry, leaving no streaks, smudges, dust or stains.  Walls
      shall have uniformly bright and clean appearance when
      completed.


2.
            All
      wood walls, doors and frames will be thoroughly washed, as needed, with
      clear water and wiped clean and dry.  All nicks and scratches
      beyond routine touch-up will be reported to the Building Manager for
      repair.  All wooded surfaces will then be oiled with approved
      finish and wiped dry.  When completed, the surfaces shall have a
      uniformly clean appearance.


3.
            All
      air diffusers will be washed and wiped clean.  Light fixtures
      will be wiped to remove all finger prints as tubes or bulbs are
      replaced.





PERIODIC
SERVICES





1.
            The
      shampooing of carpets and rugs will be performed at the discretion, and
      specific request, of the CBRE Facility Manager. The frequency of service
      will vary by Site and is NOT part of the normal cleaning requirement.
      Carpet and Rug servicing will be invoiced
  separately.





2.
            The
      washing of windows (interior and exterior surfaces) will at the
      discretion, and specific request, of the CBRE Facility Manager. The
      frequency of the service will vary by Site and is NOT part of the normal
      cleaning requirement. Window servicing will be invoiced
      separately.





ATM VESTIBULES AND
MACHINES





Nightly
Duties:





1.
            Wipe
      down all surfaces including but not limited to fascia, ledges, walls,
      shelves, key pads, receptacles, etc. with a treated cloth using
      appropriate solutions for glass, plastic and metal finishes to remove all
      finger prints, smudges, soil and dirt.  Pick up and remove all
      litter, trash and debris.  Remove literature from pocket rack
      and clean rack.  Remove slips and envelopes from
      racks/shelves/cubbies and clean.  Use appropriate floor
      procedures to ensure a floor free of soil, dirt, scuff marks
      etc.  Clean and polish any waste receptacles, as applicable,
      after emptying of all trash.





Specific
duties required will be consistent with ATM type, installation, and
location.


BBD-1
Separate Lease Form


13





1.
            Clean
      and polish all interior glass and mullions, both sides of entrance doors,
      walls, horizontal and vertical surfaces, doors and
  frames.


2.
            Dust/damp
      wipe low and medium height (below 6 feet) horizontal surfaces, baseboards,
      radiators, fixtures, counter tops, ledges, sills, light switches, handles,
      push and kick plates, and
thresholds.


3.
            Empty,
      damp wipe, and clean all trash receptacles and replace liners as required.
      Liners to be supplied by the Service Provider. NOTE: Trash must be removed
      from site.


4.
            Spot
      clean ATM unit and face, surround and surrounding area including shelves
      and ledges.


5.
            Damp
      wipe clean ATM View Screen.





Excessive moisture from
cleaning solution application can damage computer equipment. The screen face and
related keypad should be cleaned with a minimum amount of moisture. The Service
Provider shall be held responsible for any moisture-related
damage.





The
following procedures and products shall be followed and used for the cleaning of
ALL ATM SCREENS.





a.
            Screens
      should be cleaned with a clean, soft, lint free cloth that does not
      contain any lubricants.


b.
            The
      cleaning solution used shall NOT contain
      vinegar or ammonia.


c.
            The
      cleaning solution should not be sprayed directly onto the screen because
      there is electrical wiring around the outer edges that can be damaged by
      large quantities of liquids. It’s best to spray the cloth first and then
      wipe the glass surface.





Failure to follow the above
procedures and the use of inappropriate cleaning solutions may result in damage
to the ATM screens requiring their replacement at a cost to the Service
Provider. Screen costs are in excess of two thousand
dollars.




6.
            Wipe,
      clean, and polish all metal and other
  brightwork.


7.
            Sweep
      and damp mop all interior stone, ceramic, tile, marble, and terrazzo
      flooring surfaces, and all other unwaxed and non-carpeted
      floors.


8.
            Sweep
      and/or vacuum all carpeted areas, entrance trap mats and area rugs,
      including edges and corners.


9.
            Spot
      clean all carpets, mats and area
rugs.


10.
            Clean
      and disinfect telephones.


11.
            Remove
      all gum, tape, adhesive, and foreign matter on ATM fascia, surrounds,
      interior and exterior walls, pen bases, floors and
  windows.


12.
            Remove
      all foreign posters, brochures, literature, decals, and graffiti from
      walls, windows, and pen bases.


13.
            Remove
      literature from pocket rack and clean rack. Return literature to
      rack.


14.
            Clean
      door thresholds to remove sand, pebbles, and
  debris.


BBD-1
Separate Lease Form


14




EXTERIOR PATIOS AND
WALKS





Daily
Duties:





1.
            At
      least once each night between 5:00 and 5:30 p.m., the Service Provider's
      personnel will police the entire exterior perimeter of the buildings,
      picking-up cigarette butts, papers, leaves and any other debris, sweeping
      up standing water and leaving the area in a neat, orderly
      condition.  Any discrepancies or clean-up required beyond normal
      policing will be reported to the Supervisor
  immediately.


2.
            Hard-surfaced
      floors are to be dust mopped, using a treated mop to remove all loose dirt
      and grit, and then wet-mopped with clear water and dried.  All
      mop marks and water splashes will be removed from walls, baseboards, and
      furniture, and all furniture and fixtures replaced to their original
      position when mopping is completed.


3.
            All
      walls, doors and jambs will be spot-cleaned to remove all finger marks,
      smudges and spills.


4.
            All
      interior and exterior glass doors and directory board glass will be wiped
      clean, using an approved glass cleaner, and all glass will be left in a
      bright condition, free of streaks and
dust.


5.
            All
      metalwork, such as mail chutes and boxes, door hardware and frames, metal
      lettering, etc., will be wiped clean and polished and left in a bright
      condition, free of all dust and
streaks.


6.
            Sweep
      and wash rubber floor mats.


7.
            Clean
      all cigarette urns, removing all butts and debris and replace water or
      sand as necessary.


BBD-1
Separate Lease Form


15





DAY PORTERS and MATRON
SPECIFICATIONS





Day
Porters and Matron, shall typically be on duty, from 7:00 a.m. to 4:00 p.m. This
schedule is Monday through Friday only. Saturdays, Sundays and Holidays
excluded.  Schedule includes one hour for lunch and two 15 minute
breaks.  Lunch and breaks may be taken off Premises. It is Service
Provider’s responsibility to monitor that the Day Porters report daily at the
designated time.  In the event that the Day Porter does not report to
work, the Service Provider shall immediately notify Tenant of such and provide
for a replacement for that day.  If no replacement is secured, Tenant
will not be invoiced for the effected period. Day Porters and Matron’s job
responsibilities/duties are herein incorporated and are subject to revision at
any time; said duties may be directed and/or revised by
Tenant.  Service Provider shall employ day staff that is physically
able to perform the duties listed below.





The
duties of the Day Porters’ and Matron, shall be some or all, but are not limited
to, the following:





1.
            Daily
      walk-through and inspection of Emergency Exit Stairwells and stairwells in
      the parking garage from top to bottom, checking for burnt out lights and
      re-lamp as necessary.  Wipes clean the interior and exterior
      surfaces of the fixture when re-lamping the garage
      stairwells.  Pick-up and remove all debris, trash and litter.
      Clean up all spills.  Spot clean the walls. Dust the handrails.
      Clean glass vision kits. Sweep steps and landings.  Clean push
      and kick plates and door knobs.


2.
            Clean
      lobby and security console equipment, furniture and counter of
      console.  Spot clean glass behind
  console.


3.
            Clean
      Mail drop area including washing counter, shelving, spot clean walls,
      ledges and moldings.


4.
            Police
      building entrances removing all litter, debris, and trash. Ensure
      entrances are neat and orderly in appearance.  Remove any
      cigarette butts. Perform at least four times per
  day.


5.
            Wash/hose
      off sidewalks - making sure to spray under granite planters to remove
      debris.


6.
            Clean
      exterior signage weekly.


7.
            Wipe
      down, clean and remove graffiti from railings. Wipe down, clean and remove
      graffiti from granite and precast flower boxes and planters. Remove
      graffiti from exterior Building surfaces, gates, sidewalks, patios, ATMs,
      drive-thru teller and additional areas and structures as observed and/or
      directed by Building Management.


8.
            Remove
      all litter and debris from landscaping including in planters and flower
      boxes.  Special attention to be paid to removing articles from
      base of shrubs, corners, of gardens, beneath and inside the raised granite
      planters along Main Street.


9.
            Remove
      trash from and replace liners of trash cans about the
      property.  Maintain trash cans/receptacles to be free of
      graffiti and clean.  Wash inside and outside of trash
      receptacles not less than on a monthly
basis.


10.
            Perform
      thorough cleaning services to security booths in loading dock area, to
      include appropriate floor maintenance and glass
      cleaning.  Service trash receptacles in booths
      daily.


BBD-1
Separate Lease Form


16


11.
            Apply
      sand and/or cinders on icy spots of side walks as directed. Perform snow
      removal maintenance services as directed in loading dock area, compactor
      area, emergency egress walks.


12.
            Clean
      interior and exterior surfaces of first floor windows and windowsills.
      Clean interior surfaces of cafeteria and food service
    windows.


13.
            Patrol
      restrooms ensuring cleanliness and supply of product. Inspect, twice per
      day, for adequate inventories of product including soap, hand toweling,
      toilet paper, sanitary products, toilet seat covers.  Clean
      glass mirrors.


14.
            Remove
      scuffmarks from floor.  Wipe down and clean common area doors
      and hardware including locksets, push plates and kick
      plates.  Clean louver inserts in doors removing all dust, dirt
      and other markings.


15.
            Twice
      daily, inspect the cafeteria seating area and straighten and wipe down
      tables; push in and wipe down chairs; neaten and wipe down counter areas
      where flatware and condiments are dispensed; pick up litter and trash from
      floor and tables; full vacuum carpeted floor surfaces.  Perform
      same in lounge and vending area. Clean glass fascia of vending machines,
      wipe down metal fascia and selection buttons, dust top of machines and
      remove all litter and trash from the top and below the
      machines.


16.
            Vacuum
      elevator carpet areas and wipe clean the exterior doors and frame as well
      as the interior cab finishes, including the directories, call buttons,
      microphone.  Clean interior elevator track and exterior elevator
      tracks on all floors serviced by
elevator.


17.
            Spot
      clean/thoroughly clean all lobby glass and glass doors. Polish
      brass/chrome on lobby doors.


18.
            Vacuum
      elevator cabs, wipe cab doors, directories, hall call and interior
      buttons, interior walls and tops twice a
day.


19.
            Respond
      to calls placed by the Management Office and Customer Service Center to
      replace fluorescent, incandescent and halogen lamps, and PL
      fixtures.  Report any lights out (exit, directory boards, etc.)
      to Building Management.  Remove burnt out bulbs to designated
      containers for recycling and report to Building Management and/or
      Engineering when containers are near full and need to be
      serviced.  Monitor inventory of regular usage bulbs and
      specialty lamps and inform Building Management and/or Engineering when
      supply is getting low and should be
replenished.


20.
            Remove
      full Shredding toters from throughout the facilities and bring to
      designated areas in each building.  Replace with empty
      toter.  Coordinate with shredding service (currently Mobile
      Shredding) to bring full toters to loading dock, or other designated area,
      to facilitate on-site shredding services.  Maintain log of
      number of toters removed from floors and brought to shredding contractor
      and provide Building Management with said information on a weekly
      basis.


BBD-1
Separate Lease Form


17


EXHIBIT
E


[TO FORM
OF SEPARATE LEASE]





ESTOPPEL
CERTIFICATE




and




RE:
              Lease
      Dated:
              Effective
      as of _________, _______(Include
      titles and dates of any
amendments)




Landlord:                      ____________________




Tenant:                                Bank
of America, N.A.




Premises:




Ladies
and Gentlemen:




As a
tenant under the above-referenced lease (the “Lease”), the undersigned hereby
acknowledges for the benefit of __________________  (“Landlord”), the
current owner of the property containing the Premises, and
_______________________ and/or its affiliates and subsidiaries (“Lender”) which
has or is proposing to make a loan (the “Loan”) on the above-referenced real
property, the truth and accuracy of the following statements pertaining to the
Lease to the best of Tenant’s knowledge as of the date hereof, but subject to
any matters that a physical inspection of the Leased Premises would
disclose:




1.
            Tenant
      has accepted, is conducting business in, and is in full possession of,
      said Premises, including all improvements, additions and alterations
      thereto required to be made by Landlord under the Lease.  The
      Premises is comprised of _______ square feet of rentable space, together
      with other areas more particularly described in the Lease
      .  Additionally, Tenant is entitled to ____ parking spaces in
      the parking facilities serving the subject
  building.




2.
            Tenant
      is not in default of its obligations under the Lease, is paying full rent
      stipulated therein with no offset, defense or claim of any kind and Tenant
      has not assigned, sublet, transferred or hypothecated its interest under
      the Lease.


BBD-1
Separate Lease Form







3.
            Landlord
      is not presently in default under any of the terms, covenants or
      provisions of the Lease, nor has any event occurred which with the passage
      of time and/or the giving of notice (if required by the Lease) would
      constitute an event of default under the
Lease.




4.
            Landlord
      has satisfactorily complied with all of the requirements and conditions
      precedent to the commencement of the term of the Lease as specified in
      said Lease, including, without limitation, completion of any required
      tenant improvements.  There are no unfunded tenant obligations
      of Landlord under the Lease.




5.
            The
      initial monthly rent under the Lease is
  $__________.




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




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




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




9.
            Tenant
      hereby acknowledges (i) the Lease is valid and enforceable in accordance
      with its terms against the Tenant, (ii) that there have been no
      modifications or amendments to the Lease other than as therein
      specifically stated and that the Lease represents the entire agreement
      between the Landlord and the Tenant, (iii) that it has no notice of prior
      assignments, hypothecation or pledge of rents or of the Lease except in
      connection with any prior financing by Landlord being repaid from the
      proceeds of the Loan, and (iv) that notice of the assignment of Landlord’s
      interest in said Lease may be given by mail, at the Premises, or as
      otherwise directed herein or in the
Lease.




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




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




12.
            Except
      as expressly provided in the Lease, there are no purchase options under
      the Lease or other agreements giving Tenant any rights or options to
      purchase the Premises and/or improvements, or a part thereof, on which the
      space covered by the Lease is
located.




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


BBD-1
Separate Lease Form


2




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




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




This
Certificate is executed and delivered by the undersigned with the knowledge that
Lender will rely upon the statements and agreements contained herein in
connection with the making of the Loan on the above-referenced real property and
may rely hereon.




DATED: as
of _______, _____.





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


BBD-1
Separate Lease Form


3


EXHIBIT
F


[TO FORM
OF SEPARATE LEASE]





FORM OF
SUBTENANT NON-DISTURBANCE AGREEMENT





Reserved
for Recorder’s Use





After
      recording return to:
                      
                      Prepared
      by:Bank
      of America Legal Dept.Connie
      J. Miller, Asst. General Counsel101
      S. Tryon Street, NC1-002-29-01Charlotte,
      North Carolina
28255




NON-DISTURBANCE
AND ATTORNMENT AGREEMENT





THIS AGREEMENT is entered into as of
________________, 200___, between ____________________ ("Subtenant"),
________________________("Owner"), and Bank of America, N.A., a national banking
association (“Sublandlord”).





RECITALS





A.           Owner
is the owner of that certain parcel of land described in Exhibit A attached
hereto and the improvements thereon (collectively, the "Property").





B.           Sublandlord
is the tenant of certain premises ("Premises") within the Property pursuant to a
lease dated _______________________ (the "Primary Lease").





C.           Subtenant
is the subtenant and Sublandlord is the sublandlord under a certain sublease
dated _____________________ (the "Sublease") for a portion of the Premises as
described therein (the "Sublet Premises").





D.           Owner,
Sublandlord and Subtenant desire to enter into this Agreement to set forth the
obligations of each party hereto upon the expiration or earlier termination of
the Primary Lease, the Sublease or both.


BBD-1
Separate Lease Form







AGREEMENT





NOW, THEREFORE, in consideration of the
foregoing, the mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Subtenant, Owner and Sublandlord agree as follows:





1.      
     Subtenant agrees for the benefit of Owner and
Sublandlord that:





(a)          Subtenant
shall not pay any rent or additional rent more than one (1) month in
advance;





(b)          Except
as specifically provided in the Sublease, Subtenant will not enter into any
agreement for the cancellation of the Sublease or the surrender of the Sublet
Premises without Owner's prior written consent;





(c)          Subtenant
will not enter into any agreement amending or modifying the Sublease without the
prior written consent of Owner, except for amendments or modifications
specifically contemplated in the Sublease for confirming the Sublease
commencement date, the rent commencement date, the term, the square footage
leased, the renewal or extension of the Sublease, or the subleasing of
additional space at the Property;





(d)          Subtenant
will not terminate the Sublease because of a default thereunder unless Subtenant
shall have first given Owner written notice and a reasonable opportunity to cure
such default; and





(e)          Subtenant,
upon receipt of notice from Owner that the Primary Lease has expired or
otherwise been terminated, shall thereafter pay to Owner all rents, income and
other sums then or becoming due under the Sublease, and any such payments to
Owner shall be credited against the rent or other obligations due under the
Sublease as if made to Sublandlord.





2.         
  If the event of the expiration or earlier termination of the Primary
Lease:





(a)          If
Subtenant shall not then be in default in the payment of rent or other sums due
under the Sublease or be otherwise in material default under the Sublease, the
Sublease shall not terminate or be terminated and the rights of Subtenant
thereunder shall continue in full force and effect except as provided in the
Sublease or this Agreement;





(b)          Subtenant
agrees to attorn to Owner as its substitute landlord; Subtenant shall be bound
under all of the terms, covenants and conditions of the Sublease for the balance
of the term thereof, including any renewal options which are exercised in
accordance with the terms of the Sublease;





(c)          If,
notwithstanding any other provisions of this Agreement, the termination of the
Primary Lease results, in whole or in part, in the termination of the Sublease,
there shall be deemed to have been created a lease between Owner and Subtenant
on the same terms and conditions as the Sublease for the remainder of the term
of the Sublease, with renewal options, if any; and





(d)          If
Subtenant shall not then be in default in the payment of rent or other sums due
under the Sublease or be otherwise in material default under the Sublease, Owner
shall be bound to Subtenant under all of the terms, covenants and conditions of
the Sublease.  Subtenant shall, from and after the termination of the
Primary Lease, have the same remedies against Owner for the breach of the
Sublease that Subtenant would have had under the Sublease against Sublandlord if
there had not been a termination of the Primary Lease; provided, however,
notwithstanding the foregoing or any other provision of this Agreement Owner
shall not be:




2





(i)         
  Deemed to have acknowledged, solely as a result of such termination,
the validity of any then existing claims of Subtenant against
Sublandlord;





(ii)           Liable
for any representation or warranty set forth in the Sublease nor for any act or
omission of any landlord (including Sublandlord) prior to the date of
termination of the Primary Lease except for any repair and maintenance
obligations of a continuing nature as of the date of such
acquisition;





(iii)          Subject
to any offsets or defenses which Subtenant might have against any landlord
(including, Sublandlord) prior to the date of termination of the Primary
Lease;





(iv)         Liable
for the return of any security deposit under the Sublease unless such security
deposit shall have been actually deposited with Owner;





(v)          Bound
to Subtenant subsequent to the date upon which Owner transfers its interest in
the Property to any third party;





(vi)         Liable
to Subtenant under any indemnification provisions set forth in the Sublease with
respect to matters arising or accruing prior to the date of the termination of
the Primary Lease;





(vii)        Bound
to Subtenant for the payment of any rent or additional rent by Subtenant to any
landlord (including Sublandlord) for more than one month in advance;
or





(viii)       Bound
by any amendment or modification of the Sublease made without the written
consent of Owner except for amendments or modifications specifically
contemplated in the Sublease for confirming the lease commencement date, the
rent commencement date, the term, the square footage leased, the renewal or
extension of the Sublease, or the leasing of additional space at the
Property.





The
provisions of this paragraph shall be effective and self-operative immediately
upon the expiration or earlier termination of the Primary Lease.





3.           Modification/Successors and
Assigns.  This Agreement may not be modified orally or in any
other manner except by an agreement in writing signed by the parties hereto or
their respective successors in interest.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto, their respective
heirs, successors and assigns.  Upon expiration or earlier termination
of the Sublease, this Agreement shall terminate and be of no further force or
effect.





4.           Limited
Liability.  In all events, the liability of Owner to Subtenant
shall be limited and restricted to its interest in the Property (in the case of
Owner) and shall in no event exceed such interest.





5.           Owner's Right to Notice of
Default and Option to Cure.  Subtenant will give written notice
to Owner of any default by any landlord under the Sublease (including
Sublandlord) by mailing a copy of the same by certified mail, postage prepaid,
addressed as follows (or to such other address as may be specified from time to
time by Owner to Subtenant):





To
      Owner:





3


Upon such notice, Owner shall be
permitted and shall have the option, in its sole and absolute discretion, to
cure any such default during the period of time during which the landlord would
be permitted to cure such default, but in any event Owner shall have a period of
thirty (30) days after the receipt of such notification to cure such default;
provided, however, that in the event Owner is unable to cure the default by
exercise of reasonable diligence within such 30-day period, Owner shall have
such additional period of time as may be reasonably required by it to remedy
such default with reasonable dispatch.





6.           This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of North Carolina.





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





Subtenant:


Attest:By:
                                                                        
                                                                        
                                                                        By:Name:
                                                                        
                                                                        
                                                                        
                                                                        its
      ___________ SecretaryTitle:
                                                                        
                                                                        
                                                                        
                                                                        [SEAL]Sublandlord:Bank
      of America, N.A.,a
      national banking association
                                                                        
                                                                        Attest:By:
                                                                        
                                                                        
                                                                        By:Name:
                                                                        
                                                                        
                                                                        
                                                                        its
      ___________ SecretaryTitle:
                                                                        
                                                                        
                                                                        
                                                                        [SEAL]




Owner:Attest:




By:
              
              
              By:Name:
              
              
              
              its
      ___________ SecretaryTitle:
              
              
              
              [SEAL]


4





STATE
      OF _____________________
                    (subtenant)COUNTY
      OF ___________________





I, the undersigned, a Notary Public in
and for the State and County aforesaid, do hereby certify that on this day
personally appeared before me _________________________, who being by me duly
sworn says that he/she is the ____________ Secretary of
__________________________, and that by authority duly given and as the act of
said corporation, the foregoing instrument was signed in its name by
__________________________, its ________________________, sealed with its
corporate seal, and attested by himself/herself as its _________ Secretary, as
the act and deed of said corporation, in the capacity aforesaid.





Witness my hand and official seal, this
________ day of ___________________, 200___.





Notary
      Public


[NOTARIAL
SEAL]





My
Commission Expires:_______________





THE
      STATE OF ______________________
                (sublandlord)COUNTY
      OF ________________________





I, the undersigned, a Notary Public in
and for the State and County aforesaid, do hereby certify that on this day
personally appeared before me _________________________, who being by me duly
sworn says that he/she is the ____________ Secretary of Bank of America, N.A., a
national banking association, and that by authority duly given and as the act of
said bank, the foregoing instrument was signed in its name by
__________________________, its ________________________, sealed with its
corporate seal, and attested by himself/herself as its _________ Secretary, as
the act and deed of said bank, in the capacity aforesaid.





Witness my hand and official seal, this
the ______ day of _________________, 200___.


Notary
      Public





[NOTARIAL
SEAL]





My
Commission Expires:_______________


5





THE
      STATE OF _____________________
              (owner)COUNTY
      OF _______________________





I, the undersigned, a Notary Public in
and for the State and County aforesaid, do hereby certify that on this day
personally appeared before me _________________________, who being by me duly
sworn says that he/she is the ____________ Secretary of
__________________________, and that by authority duly given and as the act of
said corporation, the foregoing instrument was signed in its name by
__________________________, its ________________________, sealed with its
corporate seal, and attested by himself/herself as its _________ Secretary, as
the act and deed of said corporation, in the capacity aforesaid.





Witness my hand and official seal, this
the ______ day of __________________, 200__.





Notary
      Public





[NOTARIAL
SEAL]





My
Commission Expires:_______________


6


Exhibit A
to Non Disturbance and Attornment Agreement





Property
Description


7


Schedule
1


[TO FORM
OF SEPARATE LEASE]





Annual Basic Rent Factor
Table





Lease Years
                      
                      Increase
                        Factor
                      
                      
                      Annual Basic
                        Rent FactorComm.
      Date – June 30, 2008
                      
                      
                      N/A
                      
                      
                      $
                      8.61July
      1, 2008 – June 30, 2013
                      
                      
                      1.015
                      
                      
                      $
                      8.74July
      1, 2013 – June 30, 2018
                      
                      
                      1.015
                      
                      
                      $
                      8.87July
      1, 2018 – June 30, 2023
                      
                      
                      1.015
                      
                      
                      $
                      9.00July
      1, 2023 – June 30, 2028
                      
                      
                      1.100
                      
                      
                      $
                      9.90July
      1, 2028 – June 30, 2033
                      
                      
                      1.050
                      
                      
                      $
                      10.40July
      1, 2033 – June 30, 2038
                      
                      
                      1.050
                      
                      
                      $
                      10.92July
      1, 2038 – June 30, 2043
                      
                      
                      1.050
                      
                      
                      $
                      11.46July
      1, 2043 – June 30, 2048
                      
                      
                      1.050
                      
                      
                      $
                      12.04July
      1, 2048 – June 30, 2053
                      
                      
                      1.050
                      
                      
                      $
                      12.64




BBD-1
Separate Lease Form





Schedule
2


[TO FORM
OF SEPARATE LEASE]





Intentionally
Omitted




BBD-1
Separate Lease Form





Schedule
3


[TO FORM
OF SEPARATE LEASE]





Description of Tenant’s
Art




BBD-1
Separate Lease Form





EXHIBIT
“H”


TO AMENDED AND RESTATED
MASTER LEASE





[FORM
OF]


CONTRACTION
ASSIGNMENT




Property
Name:




ASSIGNMENT
AND ASSUMPTION OF LEASE




THIS ASSIGNMENT AND ASSUMPTION OF
LEASE (“Assignment”), is made as of
the _____ day of __________, 200_, by BANK OF AMERICA, N.A.,
(“Assignor”), and [__________________________________],a [________________________], (“Assignee”).




RECITALS




A.           Assignor
is the holder of the tenant’s interest under that certain lease  by
and between [_____________________], as Landlord, and Assignor, as
Tenant  dated __________ (the “Lease”) for a portion of the property
located at ____________________________ and more particularly described in Exhibit “A” attached
hereto.




B.           Assignor
desires to assign, transfer, sell and convey to Assignee, its leasehold interest
in the Lease and Assignee desires to accept such assignment and assume all of
Assignor’s covenants and obligations under the Lease arising, accruing or to be
performed from and after the date hereof.




AGREEMENT




NOW
THEREFORE, for and in consideration of the foregoing, and other good and
valuable consideration and the agreements set forth herein, Assignor and
Assignee agree as follows:




1.           Assignment.  Assignor
hereby assigns, transfers, sells and conveys to Assignee, its successors and
assigns, all of Assignor’s right, title and interest as tenant in and to the
Lease.




2.           Assumption.  Assignee,
for itself, its successors and assigns, hereby assumes and agrees to perform,
undertake and be responsible for any and all covenants, agreements, obligations,
duties and responsibilities and liabilities of Assignor under the Lease,
arising, accruing or to be performed from and after the date
hereof.




3.           Indemnity by
Assignor.  Assignor agrees to indemnify, defend and hold
Assignee harmless from any claim, liability, cost or expense (including without
limitation reasonable attorney’s fees and costs) arising out of any obligation
or liability under the Lease that was to be performed by Assignor or that
accrued or became due by Assignor on or before the date hereof.




4.           Binding
Effect.  This Assignment shall be binding upon and shall inure
to the benefit of Assignor and Assignee and their respective successors and
assigns.




2




IN WITNESS WHEREOF, the
Assignor and Assignee have caused this Assignment to be properly executed as of
the day and year first above written.







BANK
      OF AMERICA, N.A.By:Name:Title:





[________________________]a
      [_______________________]





By:Name:Title:


3


CONSENT OF
LANDLORD





[If
required under “Separate Lease”]





FOR GOOD
AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, and hereby intending to be legally bound hereby, the undersigned
[__________________________], being the holder of the Landlord’s interest in, to
and under the within described Lease, hereby consents to the within Assignment
and Assumption of Lease, and releases Assignor of and from any liabilities or
obligations under the said Lease first arising, accruing or to be performed from
and after the date hereof.





[_________________________________]





___________________________________





____________________________________





STATE OF
_____________




COUNTY OF
__________________




The
foregoing instrument was acknowledged before me this _______ day
of____________, 2003, by _________________________ as Landlord under that
certain Lease dated________________________ and that he or she has personally
appeared before me and is personally known to me or presented
_________________________ as identification.





Print
      Name:


Notary
      Public State and


Commission
      Number:


My
      Commission Expires:


4


STATE OF
_____________
  COUNTY OF
__________________




The
foregoing instrument was acknowledged before me this ______ day of __________,
2003, by _______________________ as __________ [_______] ofBank of America, N.A., on
behalf of said association. He or she has personally appeared before me and is
personally known to me or presented
_________________________________  as identification.


Print
      Name:
 Notary
      Public State and
 Commission
      Number:
 My
      Commission Expires:
  5




STATE OF
_____________




COUNTY OF
___________________




The
foregoing instrument was acknowledged before me this ______ day of ________________, 2003, by ________________________________________ as ________________________ of ________________________, a ________________________ He or she has personally
appeared before me and is personally known to me or presented ________________________________ as
identification.


Print
      Name:
 Notary
      Public State and
 Commission
      Number:
 My
      Commission Expires:




6


EXHIBIT
I


TO AMENDED AND RESTATED
MASTER LEASE





[FORM
OF]


CONTRACTION
SUBLEASE





[TO BE
ADDED]




BBD-1
Separate Lease Form





EXHIBIT
J


TO AMENDED AND RESTATED
MASTER LEASE





[FORM
OF]


LETTER OF
CREDIT




OUR
      CREDIT NO.
              ISSUE
      DATE
              EXPIRY
      DATE
              LETTER
      OFCREDIT
      AMOUNT________________
              _______________
              DECEMBER
      31, 20__
              $3,000,000.00
      USD




BENEFICIARY:
              APPLICANT:NAME:
              BANK
      OF AMERICA, N.A.
              NAME:ADDRESS:
              .
              ADDRESS:




ATTN:




DEAR
BENEFICIARY:




WE HEREBY
ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR, AS
BENEFICIARY, IN THE LETTER OF CREDIT AMOUNT SET FORTH ABOVE (AS THE SAME MAY BE
REDUCED FROM TIME TO TIME AS PROVIDED BELOW) WHICH IS AVAILABLE BY PAYMENT
AGAINST THE FOLLOWING DOCUMENTS:




1.           THE
BENEFICIARY’S DRAFT(S) DRAWN ON US AT SIGHT, DULY ENDORSED ON THE REVERSE SIDE
THEREOF, AND BEARING THE CLAUSE: “DRAWN UNDER [NAME OF ISSUING BANK] STANDBY
LETTER OF CREDIT NUMBER ___.”




2.           A
TYPEWRITTEN STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
BENEFICIARY STATING THEREIN ONE OR THE OTHER OF THE FOLLOWING
STATEMENTS:









“AN
LANDLORD DEFAULT HAS OCCURRED UNDER THE AMENDED AND RESTATED MASTER LEASE
AGREEMENT DATED __________, 2005, BETWEEN ____________________, AS LANDLORD (THE
“LANDLORD”), AND BANK OF AMERICA, N.A., AS TENANT (THE “TENANT”), BY REASON OF
WHICH EVENT OF DEFAULT THE TENANT IS ENTITLED TO IMMEDIATE PAYMENT IN CASH OF
THE AMOUNT OF USD (SUPPLY AMOUNT), WHICH IS THE AMOUNT OF THE SITE DRAFT THAT
ACCOMPANIES THIS WRITTEN STATEMENT, AND THE UNDERSIGNED IS THEREFORE ENTITLED TO
DEMAND, AND DOES HEREBY DEMAND, PAYMENT OF SUCH AMOUNT UNDER [NAME OF ISSUING
BANK] STANDBY LETTER OF CREDIT NUMBER ___.”




- OR
-




“THE
UNDERSIGNED HAS BEEN NOTIFIED BY [NAME OF ISSUING BANK] THAT IT HAS ELECTED NOT
TO RENEW ITS LETTER OF CREDIT #__________ AND THE UNDERSIGNED IS THEREFORE
ENTITLED TO DEMAND AND DOES HEREBY DEMAND PAYMENT OF THE FULL STATED AMOUNT OF
SUCH LETTER OF CREDIT.”




3.           THE
ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS, IF ANY, FOR OUR
ENDORSEMENT.  (IF YOUR DEMAND REPRESENTS A PARTIAL DRAWING HEREUNDER,
WE WILL ENDORSE THE ORIGINAL CREDIT AND RETURN SAME TO YOU FOR POSSIBLE FUTURE
CLAIMS.  IF, HOWEVER, YOUR DEMAND REPRESENTS A FULL DRAWING OR IF SUCH
DRAWING IS PRESENTED ON THE DAY OF THE RELEVANT EXPIRATION DATE HEREOF, WE WILL
HOLD THE ORIGINAL FOR OUR FILES AND REMOVE SAME FROM
CIRCULATION.)




THIS
LETTER OF CREDIT SHALL EXPIRE JUNE 30, 2004.  IT IS A CONDITION OF
THIS LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY RENEWED WITHOUT AMENDMENT
FOR UP TO _____ CONSECUTIVE ADDITIONAL PERIODS OF ONE YEAR EACH, THE FIRST SUCH
ADDITIONAL PERIOD TO COMMENCE ON JULY 1, 2004, AND TO EXPIRE JUNE 30, 2003, AND
THE FINAL SUCH ADDITIONAL PERIOD TO COMMENCE ON JULY 1, 20__, AND TO EXPIRE ON
JUNE 30, 20__, SUCH DATE OF JUNE 30, 20__, BEING THE FINAL EXPIRATION DATE OF
THIS LETTER OF CREDIT, UNLESS 30 DAYS PRIOR TO THE DATE OF COMMENCEMENT OF EACH
SUCH RENEWAL PERIOD WE NOTIFY YOU IN WRITING THAT WE ELECT NOT TO RENEW THIS
LETTER OF CREDIT.




WE ENGAGE
WITH YOU THAT ALL DOCUMENTS PRESENTED IN COMPLIANCE WITH THE TERMS OF THIS
LETTER OF CREDIT WILL BE DULY HONORED BY US IF DELIVERED TO FIRST UNION NATIONAL
BANK AT ITS OFFICE AT _________________ PRIOR TO 3 P.M. ON OR
BEFORE THE EXPIRATION DATE HEREOF.









EXCEPT SO
FAR AS OTHERWISE EXPRESSLY STATED HEREIN THIS LETTER OF CREDIT IS SUBJECT TO THE
“UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS: (1993 REVISION),
INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500”.




ALL
INQUIRIES REGARDING THIS CREDIT SHOULD BE DIRECTED TO US AT OUR PHONE NUMBER
(___)_____________.




AUTHORIZED
SIGNATURE





SCHEDULE
1


TO
AMENDED AND RESTATED MASTER LEASE





Annual Rent Factor
Table





Lease Years
                      
                      Increase
                        Factor
                      
                      Annual Basic
                        Rent Factor1-5
                      
                      —
                      
                      8.616-10
                      
                      1.015
                      
                      8.7411-15
                      
                      1.015
                      
                      8.8716-20
                      
                      1.015
                      
                      9.0021-25
                      
                      1.100
                      
                      9.9026-30
                      
                      1.050
                      
                      10.4031-35
                      
                      1.050
                      
                      10.9236-40
                      
                      1.050
                      
                      11.4641-45
                      
                      1.050
                      
                      12.0446-50
                      
                      1.050
                      
                      12.64





SCHEDULE
2


TO
AMENDED AND RESTATED MASTER LEASE





[INTENTIONALLY
OMITTED.]





SCHEDULE
3


TO
AMENDED AND RESTATED MASTER LEASE





DESCRIPTION OF ENVIRONMENTAL
INFORMATION





As defined in the Lease, “Environmental
Information” shall mean and include the following Phase I Environmental Site
Assessments, together with all analytical results, tables, appendices,
supplements and addenda referenced therein and relating thereto, and also
including any and all follow-on Phase II and other investigations and reports
actually performed in connection with the enumerated Environmental Site
Assessments:





1. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
properties located at 101 East Market Street and Broadway & Wishkaw in
Aberdeen, Washington.





2. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 725 6th Street Northwest, Albuquerque, New
Mexico.





3. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 5353 South Lindbergh Boulevard, St. Louis,
Missouri.


.


4. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 300 West Main Street, Denison, Texas.





5. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 501 South Bliss Avenue, Dumas, Texas.





6.  Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 880 Rue Saint Francois, Florissant, Missouri.





7. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 481 South Forks Avenue, Forks, Washington.





8. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 5950 East Admiral Place, Tulsa, Oklahoma.


.


9. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 128 South Washington Street, Albany, Georgia.





10. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 4401 Central Avenue Northwest, Albuquerque, New
Mexico.





11. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 112 East Holly Street, Bellingham, Washington.










12. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 1000 6th Street, Bremerton, Washington.





13. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 2001 William Street, Cape Girardeau, Missouri.





14. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
properties located at 1101 and 1103 South Josey Lane, Carrollton,
Texas.





15. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 4301 Hampton Avenue, St. Louis, Missouri.





16. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 1 West Queens Way, Hampton, Virginia.





17. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
properties located at 1422 Grayson Street, 999 Spotford, 512 Pierce, and 1400
Grayson Street, San Antonio, Texas.


.


18. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
properties located at 204 and 210 East Rush Avenue, Harrison,
Arkansas.





19. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 167 Laurens Street Southwest, Aiken, South
Carolina.





20. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
properties located at One Center Avenue, 601 Center Avenue and 105 North Centre,
Brownwood, Texas.





21. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
properties located at 800 East Cherry Street and 720 Cherry Street, Columbia,
Missouri.





22. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 10 Church Circle, Annapolis, Maryland.





23. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
properties located at 221 South Commercial and 160 South Arch Street, Aransas
Pass, Texas.





24. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
properties located at 601 West Riverside Avenue and 615 West Sprague Avenue,
Spokane, Washington.





25. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 107 Water Street, Henderson, Nevada.










26. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 3415/3417 Eastern Avenue, Baltimore, Maryland.





27. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 129 West Lexington Avenue, Independence,
Missouri.





28. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 1016 Main Street, Lexington, Missouri.





29. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 801 Main Street, Lynchburg, Virginia.





30. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
properties located at 222 and 300  South Jefferson Street, Mexico,
Missouri.





31. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 9500 Mission Road, Overland Park, Kansas.





32. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 5651 East Lancaster Avenue, Fort Worth, Texas.





33. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 1101 Conway, Mission, Texas.





34. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 103 East 3rd Street, Moses Lake, Washington.





35. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 300 South Main Street, Moultrie, Georgia.





36. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
properties located at 302 North Jefferson Avenue and 4th and Jefferson Avenues,
Mount Pleasant, Texas.





37. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 120 East Main Street, Murfreesboro, Tennessee.





38. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 230 West Broadway Street, Muskogee, Oklahoma.





39. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 8320 North Oak Trafficway, Kansas City,
Missouri.





40. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 830 North Wenatchee Avenue, Wenatchee,
Washington.










41. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 1007 Knight Street, Richland, Washington.





42. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 102 East Main Street, Cartersville, Georgia.





43. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 300 East Main Street, Charlottesville,
Virginia.





44. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 401 Front Street, Coeur d’Alene, Idaho.





45. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 323 Denver Avenue, Dalhart, Texas.





46. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 820 A Street, Tacoma, Washington.





47. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 210 West 8th Street, Rolla, Missouri.





48. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 302 South Jefferson Street, Roanoke, Virginia.


.


49. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 22 Bull Street, Savannah, Georgia.





50. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 12400 Interstate 45 North, Houston, Texas.





51. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 702 Park Avenue, Northwest, Norton, Virginia.





52. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 1077 East Sahara Avenue, Las Vegas, Nevada.





53. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 350 West Lewis Street, Pasco, Washington.





54. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 501 North Penn Avenue, Independence, Kansas.





55. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 102 East Front Street, Port Angeles,
Washington.










56. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 112 McClurg Street, Richland, Missouri.





57. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 2501 South Congress Avenue, Austin, Texas.





58. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 606 Broad Street, South Boston, Virginia.





59. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 2940 South Glenstone Avenue, Springfield,
Missouri.





60. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 1616 South Rustle Road, Spokane, Washington.





61. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 525 North Tryon Street, Charlotte, North
Carolina.





62. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 4701 University Way NE, Seattle, Washington.





63. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 106 South Patterson Street, Valdosta, Georgia.





64. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 101 North 2nd Street, Yakima, Washington.





65. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
properties located at 501-503, 505-507, 509, 511, 513, 514, 515, 517-519,
521-527 Austin Avenue, Waco, Texas.





66. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated June 2003 for the
property located at 111 West Main Street, Walla Walla, Washington.





67. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 710 West Sunshine Street, Springfield,
Missouri.





68. Phase
I Environmental Site Assessment prepared by ENTRIX, Inc. dated May 2003 for the
property located at 102 North Broad Street, Winder, Georgia.





69. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1825 East Buckeye Road, Phoenix,
Arizona.





70. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 51 East Camelback Road, Phoenix,
Arizona.










71. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 63 West Main Street, Mesa,
Arizona.





72. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 3804 Atlantic Avenue, Long Beach,
California.





73. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1199 Orange Avenue, AKA 1050 B Avenue,
Coronado, California.





74. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 835 North Sepulveda Boulevard, El
Segundo, California.





75. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1450 West Redondo Beach Boulevard,
Gardena, California.





76. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 345 North Brand Boulevard, Glendale,
California.





77. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1275 South Dupont Avenue, Ontario,
California.





78. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the properties located at 7680 Girard Avenue and 917-921 Kline
Street, La Jolla, California.





79. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 880 East Colorado Boulevard, Pasadena,
California.





80. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 2400 North Broadway, Los Angeles,
California.





81. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 3505 East Imperial Highway, Lynwood,
California.





82. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 5025 Lankershim Boulevard, North
Hollywood, California.





83. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1232 South Vermont Avenue, Los Angeles,
California.





84. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 3650 Fourteenth Street, Riverside,
California.










85. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 10300-10306 Sepulveda Boulevard,
Mission Hills, California.





86. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1255 Sartori Avenue, Torrance,
California.





87. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 600 West Willow Street, Long Beach,
California.





88. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 750 South Orlando Avenue, Winter Park,
Florida.





89. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1000 Century Park Drive, Tampa,
Florida.





90. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 690 East Highway 50, Clermont,
Florida.





91. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 5041 Bayou Boulevard, Pensacola,
Florida.





92. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 230 North Woodland Boulevard, Deland,
Florida.





93. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 700 8th Avenue West, Palmetto,
Florida.





94. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1640 Gulf To Bay Boulevard, Clearwater,
Florida.





95. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 801 East Hallandale Beach Boulevard,
Hallandale, Florida.





96. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 1900 Tyler Street, Hollywood,
Florida.





97. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 9000 Southside Boulevard, Jacksonville,
Florida.





98. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 2850 North Federal Highway, Pompano
Beach, Florida.





99. Phase
I Environmental Site Assessment prepared by KTR Newmark Consultants LLC dated
June 6, 2003 for the property located at 11755 Biscayne Boulevard, Miami,
Florida.










100.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 1 East 49th Street, Hialeah,
Florida.





101.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 35 Southeast 1st Avenue, Ocala,
Florida.





102.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 900 South Federal Highway,
Stuart, Florida.





103.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 21175 Ocean Boulevard, Port
Charlotte, Florida.





104.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 231 South Ridgewood Drive,
Seabring, Florida.





105.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 3535 University Boulevard West,
Jacksonville, Florida.





106.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 17100 Northwest 59th Avenue,
Miami Lakes, Florida.





107.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 100 North Westshore Boulevard,
Tampa Florida.





108.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 18305 Biscayne Boulevard, North
Miami Beach, Florida.





109.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 110 East Weber Avenue, Stockton,
California.





110.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 1100 Butte House Road, Yuba City,
California.





111.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 1130 South Victoria Avenue,
Ventura, California.





112.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 1201 Baker Street, Bakersfield,
California.





113.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 150 North Long Beach Boulevard,
Long Beach, California.





114.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 1661 East Street, Redding,
California.










115.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 1830 Del Paso Boulevard,
Sacramento, California.





116.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 2111 Tulolumne Street, Freso,
California.





117.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 220 South Escondido Boulevard,
Escondido, California.





118.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 2611 South Cedar Avenue, Fresno,
California.





119.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 300-500 Ellinwood Way, Pleasant
Hill, California.





120.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 300 Town Center East, Santa
Maria, California.





121.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 303 North D Street, San
Bernardino, California.





122.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 330 East Manchester Boulevard,
Inglewood, California.





123.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 3435 North Cedar Avenue, Fresno,
California.





124.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 3810 Broadway, Sacramento,
California.





125.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 405 Main Street, Salinas,
California.





126.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 444 South Garey Avenue, Pomona,
California.





127.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 444 South Mathilda Avenue,
Sunnyvale, California.





128.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 5021 California Avenue,
Bakersfield, California.





129.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 955 Main Street, Red Bluff,
California.










130.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 7255 Greenleaf Avenue, Whittier,
California





131.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 900 High Street, Auburn,
California.





132.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 4104 MacArthur Boulevard, Newport
Beach, California.





133.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 834 State Street, Santa Barbara,
California.




134.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 518 South Long Beach Avenue,
Compton, California.




135.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 710 West Main Street, Merced,
California.




136.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 839 East Palmdale Boulevard,
Palmdale, California.




137.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 231 South LaSalle Street,
Chicago, Illinois.




138.
Phase I Environmental Site Assessment prepared by KTR Newmark Consultants LLC
dated June 6, 2003 for the property located at 1 South Van Ness Avenue, San
Francisco, California.





SCHEDULE 4


TO
AMENDED AND RESTATED MASTER LEASE





Description of Tenant’s
Art





SCHEDULE
5


TO
AMENDED AND RESTATED MASTER LEASE




Renewal Term Annual Basic
Rent Illustration




The
following illustrates the calculation and allocation of Annual Basic Rent at
renewal under two different Fair Market Rental Value (“FMRV”) assumption
sets.





TABLE
ONE  - BASE ASSUMPTIONS:





A
                                                    
                                                    B
                                                    
                                                    C
                                                    
                                                    DProperty
                                                    
                                                    Non-FMRV
                                                      Renewal Space
                                                    
                                                    FMRV Space
                                                    
                                                    Total Renewal
                                                      Premises NRA
                                                      (A + B)
                                                    
                                                    Annual Basic Rent
                                                      FactorProperty
      A
                                                    
                                                    85,000
      RSF
                                                    
                                                    15,000
      RSF
                                                    
                                                    100,000
      RSF
                                                    
                                                    $
                                                    9.00/RSFProperty
      B
                                                    
                                                    25,000
      RSF
                                                    
                                                    None
                                                    
                                                    25,000
      RSF
                                                    
                                                    $
                                                    9.00/RSFProperty
      C
                                                    
                                                    40,000
      RSF
                                                    
                                                    10,000
      RSF
                                                    
                                                    50,000
      RSF
                                                    
                                                    $
                                                    9.00/RSFProperty
      D
                                                    
                                                    75,000
      RSF
                                                    
                                                    None
                                                    
                                                    75,000
      RSF
                                                    
                                                    $
                                                    9.00/RSF





Illustration
One





Aggregate
FMRV for Non-FMRV Renewal Space is greater than the Maximum Renewal Term Basic
Rent for the Non-FMRV Renewal Space.





Assume
the Base Assumptions in Table One above which show that (i) the Renewal Premises
includes space at four Properties, (ii) the Renewal Premises at two of the
Properties includes FMRV Space (iii) the Annual Basic Rent Factor for the
applicable Renewal Term as set forth on Schedule 1 to the Lease is $9.00 per
RSF. Also assume the Fair Market Rental Value (determined either by agreement of
the parties or by appraisal as provided in the Lease) for each of the Properties
is as noted below:





Property
                    
                    FMRVProperty
      A
                    
                    $
                    15.00/RSFProperty
      B
                    
                    $
                    10.00/RSFProperty
      C
                    
                    $
                    6.00/RSFProperty
      D
                    
                    $
                    8.00/RSF





Step 1 -
Calculate the Aggregate FMRV Rent for the Non-FMRV Renewal Space:





Property
                            
                            Non-FMRV
                              RenewalSpace
                            
                            
                            
                            
                            
                            FMRV
                            
                            
                            
                            FMRVRent
                              (AxB)Property
      A
                            
                            
                            85,000
      RSF
                            
                            
                            
                            X
                            
                            
                            $
                            15.00/RSF
                            
                            =
                            
                            $
                            1,275,000Property
      B
                            
                            
                            25,000
      RSF
                            
                            
                            
                            X
                            
                            
                            $
                            10.00/RSF
                            
                            =
                            
                            $
                            250,000Property
      C
                            
                            
                            40,000
      RSF
                            
                            
                            
                            X
                            
                            
                            $
                            6.00/RSF
                            
                            =
                            
                            $
                            240,000Property
      D
                            
                            
                            75,000
      RSF
                            
                            
                            
                            X
                            
                            
                            $
                            8.00/RSF
                            
                            =
                            
                            $
                            600,000Aggregate
      FMRV Rent
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            2,365,000










Step 2 -
Calculate the Maximum Renewal Term Basic Rent for the Non-FMRV Renewal
Space:


Property
                              
                              Non-FMRV
                                RenewalSpace
                              
                              
                              
                              
                              
                              AnnualBasic
                                  RentFactor
                              
                              
                              
                              Maximum
                                  RenewalTerm
                                  BasicRentProperty
      A
                              
                              
                              85,000
      RSF
                              
                              
                              
                              X
                              
                              
                              $
                              9.00/RSF
                              
                              =
                              
                              $
                              765,000Property
      B
                              
                              
                              25,000
      RSF
                              
                              
                              
                              X
                              
                              
                              $
                              9.00/RSF
                              
                              =
                              
                              $
                              225,000Property
      C
                              
                              
                              40,000
      RSF
                              
                              
                              
                              X
                              
                              
                              $
                              9.00/RSF
                              
                              =
                              
                              $
                              360,000Property
      D
                              
                              
                              75,000
      RSF
                              
                              
                              
                              X
                              
                              
                              $
                              9.00/RSF
                              
                              =
                              
                              $
                              675,000Maximum
      Renewal Term Basic Rent
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              2,025,000





Step 3 –
Allocate Maximum Renewal Term Basic Rent for the Renewal Premises amongst the
Properties





In this
illustration, the Aggregate FMRV Rent for the Non-FMRV Renewal Space exceeds the
Maximum Renewal Term Basic Rent for the Non-FMRV Renewal Space, requiring a
special allocation of the total Maximum Renewal Term Basic Rent for the Non-FMRV
Renewal Space amongst the Properties according to FMRV.





This
allocation is accomplished by reducing the FMRV proportionately for each
Property containing Non-FMRV Renewal Space by multiplying it by a fraction,
expressed as a decimal, the numerator of which is the Maximum Renewal Term Basic
Rent (i.e., $2,025,000.00) and the denominator of which is the Aggregate FMRV
Rent (i.e., $2,365,000.00):





Rent
Adjustment Factor  = 0.85624  (i.e.,
$2,025,000.00/$2,365,000.00)





Property
                        
                        Non-FMRV
                          RenewalSpace
                        
                        FMRVRent
                        
                        
                        Rent
                          Adjustment
                          Factor
                        
                        
                        Adjusted
                          FMRVRentProperty
      A
                        
                        85,000
      RSF
                        
                        $
                        1,275,000
                        
                        
                        
                        0.85624
                        
                        
                        $
                        1,091,702Property
      B
                        
                        25,000
      RSF
                        
                        $
                        250,000
                        
                        
                        
                        0.85624
                        
                        
                        $
                        214,059Property
      C
                        
                        40,000
      RSF
                        
                        $
                        240,000
                        
                        
                        
                        0.85624
                        
                        
                        $
                        205,497Property
      D
                        
                        75,000
      RSF
                        
                        $
                        600,000
                        
                        
                        
                        0.85624
                        
                        
                        $
                        513,742TOTAL
                        
                        
                        
                        $
                        2,365,000
                        
                        
                        
                        
                        
                        
                        $
                        2,025,000





Step 4 –
Calculate Annual Basic Rent for Renewal Premises (FMRV Space only)





Property
                      
                      RenewalPremises
                        FMRVSpace
                      
                      FMRV
                      
                      
                      FMRVRentfor
                        RenewalPremises
                        FMRVSpaceonlyProperty
      A
                      
                      15,000
      RSF
                      
                      $
                      15.00/RSF
                      
                      
                      $
                      225,000Property
      B
                      
                      
                      
                      $
                      10.00/RSF
                      
                      
                      
                      0Property
      C
                      
                      10,000
      RSF
                      
                      $
                      6.00/RSF
                      
                      
                      $
                      60,000Property
      D
                      
                      
                      
                      $
                      8.00/RSF
                      
                      
                      
                      0TOTAL
                      
                      
                      
                      
                      
                      
                      
                      $
                      285,000









Step 5 –
Sum components to determine Annual Basic Rent for all Renewal
Premises





A
                        
                        
                        B
                        
                        
                        CProperty
                        
                        AdjustedFMRVRent
                          forNon-FMRV
                          RenewalSpace
                        
                        
                        FMRVRentfor
                          FMRVSpaceonly
                        
                        
                        TotalAnnualBasic
                          Rentforall
                          RenewalPremises
                          (A+B)Property
      A
                        
                        $
                        1,091,702
                        
                        
                        $
                        225,000
                        
                        
                        $
                        1,316,702Property
      B
                        
                        $
                        214,059
                        
                        
                        
                        0
                        
                        
                        $
                        214,059Property
      C
                        
                        $
                        205,497
                        
                        
                        $
                        60,000
                        
                        
                        $
                        265,497Property
      D
                        
                        $
                        513,742
                        
                        
                        
                        0
                        
                        
                        $
                        513,742TOTAL
                        
                        $
                        2,025,000
                        
                        
                        $
                        285,000
                        
                        
                        $
                        2,310,000





Illustration
Two





Aggregate
FMRV Rent for Non-FMRV Renewal Space is less than or equal to the Maximum
Renewal Term Basic Rent for the Non-FMRV Renewal Space.





Assume
the Base Assumptions shown in Table One above which show that (i) the Renewal
Premises includes space at four Properties, (ii) the Renewal Premises at two of
the Properties includes FMRV Space (iii) the Annual Basic Rent Factor for the
applicable Renewal Term as set forth on Schedule 1 to the Lease is $9.00 per
RSF. Also assume the Fair Market Rental Value (determined either by agreement of
the parties or by appraisal as provided in the Lease) for each of the Properties
is as noted below:





Property
                  
                  FMRVProperty
      A
                  
                  $
                  10.00/RSFProperty
      B
                  
                  $
                  7.00/RSFProperty
      C
                  
                  $
                  6.00/RSFProperty
      D
                  
                  $
                  8.00/RSF





Step 1 -
Calculate the Aggregate FMRV Rent for the Non-FMRV Renewal Space:


Property
                              
                              Non-FMRV
                                RenewalSpace
                              
                              
                              
                              
                              
                              FMRV
                              
                              
                              
                              FMRVRent
                                (AxB)Property
      A
                              
                              
                              85,000
      RSF
                              
                              
                              
                              X
                              
                              
                              $
                              10.00/RSF
                              
                              =
                              
                              $
                              850,000Property
      B
                              
                              
                              25,000
      RSF
                              
                              
                              
                              X
                              
                              
                              $
                              7.00/RSF
                              
                              =
                              
                              $
                              175,000Property
      C
                              
                              
                              40,000
      RSF
                              
                              
                              
                              X
                              
                              
                              $
                              6.00/RSF
                              
                              =
                              
                              $
                              240,000Property
      D
                              
                              
                              75,000
      RSF
                              
                              
                              
                              X
                              
                              
                              $
                              8.00/RSF
                              
                              =
                              
                              $
                              600,000Aggregate
      FMRV Rent
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              1,865,000





Step 2 -
Calculate the Maximum Renewal Term Basic Rent for the Non-FMRV Renewal
Space:


Property
                                
                                Non-FMRV
                                  RenewalSpace
                                
                                
                                
                                
                                
                                AnnualBasic
                                    RentFactor
                                
                                
                                
                                Maximum
                                    RenewalTerm
                                    BasicRentProperty
      A
                                
                                
                                85,000
      RSF
                                
                                
                                
                                X
                                
                                
                                $
                                9.00/RSF
                                
                                =
                                
                                $
                                765,000Property
      B
                                
                                
                                25,000
      RSF
                                
                                
                                
                                X
                                
                                
                                $
                                9.00/RSF
                                
                                =
                                
                                $
                                225,000Property
      C
                                
                                
                                40,000
      RSF
                                
                                
                                
                                X
                                
                                
                                $
                                9.00/RSF
                                
                                =
                                
                                $
                                360,000Property
      D
                                
                                
                                75,000
      RSF
                                
                                
                                
                                X
                                
                                
                                $
                                9.00/RSF
                                
                                =
                                
                                $
                                675,000Maximum
      Renewal Term Basic Rent
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                2,025,000









Step 3 –
Allocate Maximum Renewal Term Basic Rent for the Renewal Premises





In this
illustration, the Aggregate FMRV Rent for the Non-FMRV Renewal Space is less
than the Maximum Renewal Term Basic Rent for the Non-FMRV Renewal
Space.  No adjustment to FMRV is necessary.





Step 4 –
Calculate Annual Basic Rent for FMRV Space portion of Renewal
Premises


Property
                        
                        RenewalPremises
                          FMRVSpace
                        
                        FMRV
                        
                        
                        FMRVRentfor
                          RenewalPremises
                          FMRVSpaceProperty
      A
                        
                        15,000
      RSF
                        
                        $
                        10.00/RSF
                        
                        
                        $
                        150,000Property
      B
                        
                        
                        
                        $
                        7.00/RSF
                        
                        
                        
                        0Property
      C
                        
                        10,000
      RSF
                        
                        $
                        6.00/RSF
                        
                        
                        $
                        60,000Property
      D
                        
                        
                        
                        $
                        8.00/RSF
                        
                        
                        
                        0TOTAL
                        
                        
                        
                        
                        
                        
                        
                        $
                        210,000





Step 5 –
Sum components to determine Annual Basic Rent for all Renewal
Premises


A
                          
                          
                          B
                          
                          
                          CProperty
                          
                          FMRVRentforNon-
                              FMRVRenewal
                              Space)
                          
                          
                          FMRVRentfor
                              RenewalPremises
                              FMRVSpace
                          
                          
                          TotalAnnualBasic
                            Rentforall
                            RenewalPremises
                            (A+B)Property
      A
                          
                          $
                          850,000
                          
                          
                          $
                          150,000
                          
                          
                          $
                          1,000,000Property
      B
                          
                          $
                          175,000
                          
                          
                          
                          0
                          
                          
                          $
                          175,000Property
      C
                          
                          $
                          240,000
                          
                          
                          $
                          60,000
                          
                          
                          $
                          300,000Property
      D
                          
                          $
                          600,000
                          
                          
                          
                          0
                          
                          
                          $
                          600,000TOTAL
                          
                          $
                          1,865,000
                          
                          
                          $
                          210,000
                          
                          
                          $
                          2,075,000