Guarantee



 Exhibit 10.3 
  
 GUARANTEE 
  
 GUARANTEE dated as of October 1, 2004 by Bank of America Corporation (the “Guarantor”), in favor of First States Investors 5200, LLC (the
“Guaranteed Party”) as “Landlord” under that certain Master Lease Agreement dated of even date herewith between Guaranteed Party and Bank of America, N.A. (“Bank of America”), a copy of which is attached as Exhibit
“A” hereto (the “Lease”). 
  
 To induce the
Guaranteed Party to enter into the Lease and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor hereby irrevocably and unconditionally guarantees to the Guaranteed Party, all present and future
obligations of Bank of America arising out of the Lease to the Guaranteed Party. Upon failure of Bank of America to punctually fulfill any such obligation, and upon written demand by the Guaranteed Party to the Guarantor, the Guarantor agrees to
fulfill, or cause to be fulfilled, to the extent such obligation is not performed, the performance of such obligation; provided, that any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder shall not preclude
any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by law shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed
Party at any time or from time to time. 
  
 The Guarantor hereby
agrees that its obligations hereunder shall be continuing and unconditional and will not be discharged except by full and complete satisfaction of all present and future obligations of Bank of America to the Guaranteed Party arising out of the
Lease, irrespective of any change in or amendment to the Lease. 
  
 The Guarantor hereby waives diligence, presentment, demand on Bank of America for delivery or otherwise, filing of claims, requirement of a prior proceeding against Bank of America and protest or notice. 
  
 The Guarantor agrees to pay on demand all fees and out of pocket expenses
(including the reasonable fees and expenses of any Guaranteed Party’s counsel) in any way relating to the enforcement or protection of the rights of the Guaranteed Party hereunder; provided, that the Guarantor shall not be liable for any
expenses of the Guaranteed Party if no delivery or payment under this Guarantee is due. The Guarantor reserves the right to assert defenses that Bank of America may have to any delivery or payment to the Guaranteed Party under the Lease. 

 
 The Guarantor represents to the Guaranteed Party as of the date hereof
that: 
  
 1. It is duly organized and validly existing under the
laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed. 
  
 2. Its execution, delivery and performance of this Guarantee have been and
remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws, as amended, or any law, regulation or contractual restriction binding on it or its assets. 







 3. All consents, licenses, authorization, approvals and clearances (including, without limitation, any
necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental
authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such
execution, delivery or performance. 
  
 4. This Guarantee is its
legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights or by general equity principles. 
  
 5.
Guarantor hereby agrees to provide copies of annual audited financial statements of the Guarantor to the Guaranteed Party no later than ninety (90) days following the end of each calendar year. 
  
 By accepting this Guarantee, the Guaranteed Party agrees that the Guarantor
shall be subrogated to all rights of the Guaranteed Party against Bank of America in respect of any delivery or payment made by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not exercise or be entitled to
receive any payments arising out of, or based upon such right of subrogation until all obligations under the Lease shall have been paid in full to the Guaranteed Party. 
  
 Neither the Guarantor nor the Guaranteed Party may assign its rights, interests or obligations hereunder to any other person
(except by operation of law) without the prior written consent of the Guarantor or the Guaranteed Party, as the case may be. 
  
 All notices or demands on the Guarantor shall be deemed effective when received, shall be in writing and shall be delivered by hand or by registered mail,
or by facsimile transmission promptly confirmed by registered mail, addressed to the Guarantor at: 
  
 Bank of America Corporation 
 Corporate Treasury Department 
 100 N. Tryon St. 
 Mail Code: NC1-007-23-01 
 Charlotte, North Carolina 28255 
 Attention: Karen A. Gosnell, Senior Vice President 
  
 with a copy to: 
  
 Corporate Real Estate 
 100 N. Tryon St.

 Mail Code: NC1-007-52-02 
 Charlotte, North Carolina 28255

 Attention: Robert Patterson, Senior Vice President 
  

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 and a copy to: 
  
 Legal Department 
 901 Main St., 68th Floor 
 Mail Code: TX1-492-68-01 
 Dallas, Texas 75202 
 Attention: Michael F. Hord, Associate General Counsel 
  
 or to such other address or facsimile number as the Guarantor shall have notified the Guaranteed Party in a written notice delivered to the Guaranteed Party in accordance
with the Lease. 
  
 This Guarantee shall be governed by and
construed in accordance with the laws of the State of North Carolina. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Lease. 
  

			
	 BANK OF AMERICA CORPORATION

		
	 By:
	 	  


	 	 	 Name: Michael F. Hord
 Title: Attorney in Fact


  

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 EXHIBIT A 
  

Form of Master Lease Agreement 
  

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