CONSOLIDATED, AMENDED AND RESTATED NOTE

CONSOLIDATED, AMENDED AND RESTATED NOTE, dated as of October 1, 2003 (this Note), by FIRST STATES INVESTORS 5000A, LLC, a Delaware limited liability company (Borrower), having an office at c/o First States Group, L.P., 1725 The Fairway, Jenkintown, Pennsylvania 19046, in favor of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, Lender), having an office at 60 Wall Street, 10^th Floor, New York, New York 10005.

WHEREAS, Lender is the present owner and holder of that certain Note, dated as of June 30, 2003, made by Borrower in favor of Lender (the Existing Note), which Existing Note evidences an indebtedness of Borrower to Lender in the original and current outstanding principal amount of $400,000,000 (the Existing Debt);

WHEREAS, on the date hereof and pursuant to the terms of this Note and the Loan Agreement (as defined below), Lender has agreed to make a loan (the Loan) to Borrower in the maximum principal amount of $440,000,000, such Loan to be comprised of (i) the Existing Debt, and (ii) an additional loan in an aggregate principal amount of $40,000,000 (the Additional Loan), so that the combined outstanding principal balance of the Additional Loan and the Existing Debt on the date hereof is $440,000,000;

WHEREAS, in connection with the foregoing, Borrower and Lender have agreed in the manner hereinafter set forth to (i) combine and consolidate the Existing Note and the indebtedness evidenced thereby with the Additional Loan and (ii) amend, modify and restate in their entirety the terms and provisions of the Existing Note on the terms and conditions hereinafter set forth; and

WHEREAS, Lender and Borrower intend these Recitals to be a material part of this Note.

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:

I.The Existing Debt is combined and consolidated together with the Additional Loan so that together they shall constitute in law but one indebtedness in the principal amount of $440,000,000 (such amount, or so much thereof as may be outstanding from time to time under this Note, the Principal Amount), together with interest thereon as hereinafter provided. The

terms, covenants, conditions and provisions of the Existing Note are hereby modified, amended, restated and superseded in their entirety so that henceforth the terms, covenants, conditions and provisions of the Existing Note shall read and be as set forth in this Note and Borrower agrees to comply with and be subject to all of the terms, covenants and conditions of this Note.

II.The parties hereto certify that this Note evidences the Existing Debt evidenced by the Existing Note, as increased by the Additional Loan, and evidences no further or other principal indebtedness. Neither this Note nor anything contained herein shall be construed as a novation of Borrower’s indebtedness to Lender evidenced by the Existing Note or of the Existing Note, which shall remain in full force and effect as hereby confirmed, modified, restated and amended.

III.This Note is an extension and continuation of the Existing Debt evidenced by the Existing Note, as increased by the Additional Loan, and, as to the Existing Debt, is issued in replacement of and substitution for the Existing Note.

IV.The Existing Note, as modified and restated in its entirety pursuant to this Note, and the obligations of Borrower thereunder, as increased by the Additional Loan, is hereby ratified and confirmed, and shall remain in full force and effect until the full performance and satisfaction of all obligations of Borrower under this Note.

NOW, THEREFORE, FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender the Principal Amount (as defined below), together with interest from the date hereof and other fees, expenses and charges as provided in this Note.

Borrower shall have the meaning provided in the first paragraph hereof.

Default Rate shall mean, with respect to an acceleration of the Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) four percent (4%) above the Interest Rate.

Defeasance Lockout Period shall mean the period commencing on the date hereof and expiring on the earlier date to occur of (a) two years after (i) the “startup day,” within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from

time to time or any successor statute (the Code), of a “real estate mortgage investment conduit,” (REMIC) within the meaning of Section 860D of the Code, that holds this Note and the Security Instrument or (ii) if this Note is severed and such severed portions are included in REMICs that do not have the same “startup day,” the “startup day” of the REMIC in which the last of such severed portions is included, or (b) three (3) years after the first day of the calendar month immediately following the calendar month in which the funding of this Note occurs, whichever shall first occur.

Interest Determination Date shall mean, with respect to each Interest Period, the date which is two (2) Business Days prior to the first (1^st) day of each calendar month.

Interest Period shall mean each interest period commencing on the first (1^st) calendar day of a calendar month and ending on (and including) the last calendar day of such calendar month, in each case without adjustment for any Business Day convention; provided that the first interest period shall commence on the date hereof and end on October 31, 2003.

Interest Rate shall mean (i) provided no Event of Default has occurred and is continuing, for the period commencing on the date hereof and ending on November 30, 2003, the LIBOR Rate applicable with respect to each Interest Period; and (ii) following the occurrence and during the continuation of an Event of Default and from and after December 1, 2003, a rate of 5.4670% per annum.

Lender shall have the meaning provided in the first paragraph hereof.

LIBOR shall mean, with respect to any Interest Determination Date, the rate (expressed as a percentage per annum rounded upwards, if necessary, to the nearest one one hundredth (1/100) of one percent (1%)) for deposits in U.S. Dollars for a one (1) month period that appears on Telerate Page 3750 (as defined below) as of 11:00 a.m., London time, on such Interest Determination Date. If such rate does not appear on Telerate Page 3750 as of 11:00 a.m., London time, on the applicable Interest Determination Date, the Lender shall request the principal London office of any four (4) prime banks in the London interbank market selected by the Lender to provide such banks’ quotations of the rates at which deposits in U.S. Dollars are offered by such banks at approximately 11:00 a.m., London time, to prime banks in the London interbank market for a one (1) month period commencing on the first day of the related Interest Period and in a principal amount that is representative for a single comparable transaction in the relevant market at the relevant time. If at least two (2) such offered quotations are so provided, LIBOR will be the arithmetic mean of such quotations (expressed as a percentage and rounded upwards, if necessary, to the nearest one one hundredth (1/100) of one percent (1%)). If fewer than two (2) such quotations are so provided, the Lender will request major banks in New York City selected by the Lender to quote such banks’ rates for loans in U.S. Dollars to leading European banks as of approximately 11:00 a.m., New York City time,

on the applicable Interest Determination Date for a one (1) month period commencing on the first day of the related Interest Period and in an amount that is representative for a single comparable transaction in the relevant market at the relevant time. If at least two(2) such rates are so provided, LIBOR will be the arithmetic mean of such rates (expressed as a percentage and rounded upwards, if necessary, to the nearest one one hundredth (1/100) of one percent (l%)). If fewer than two (2) rates are so provided, then LIBOR will be LIBOR used to determine the LIBOR Rate during the immediately preceding Interest Period.

LIBOR Margin shall mean one hundred forty basis points (1.4%) per annum.

LIBOR Rate shall mean, with respect to each Interest Period through November 30, 2003, an interest rate per annum equal to the sum of (a) the greater of (i) LIBOR, determined as of the Interest Determination Date immediately preceding the commencement of such Interest Period and (ii) one hundred ten basis points (1.1 %), plus (b) the LIBOR Margin.

Limited Prepayment Period shall mean the period commencing on the date hereof and ending on the last day of the Defeasance Lockout Period, during which time Borrower shall have the right to prepay a portion of the Loan in connection with the Property Release of one or more Designated Release Properties, subject to the conditions provided in Section 8.7 of the Loan Agreement and payment of the Yield Maintenance Premium on the amount prepaid.

Loan shall have the meaning provided in the Recitals to this Note.

Loan Agreement shall mean the Amended and Restated Loan and Security Agreement, dated the date hereof, between Borrower and Lender.

Maturity Date shall mean December 1, 2013, or such earlier date on which the final payment of principal of this Note becomes due and payable as provided in the Loan Agreement or this Note, whether by declaration of acceleration or otherwise.

Monthly Amount shall have the meaning set forth in Section 3(a)(iii).

Maturity Date Payment shall have the meaning set forth in Section 3.

Note shall have the meaning provided in the first paragraph hereof.

Payment Date shall be the first (1^st) calendar day of each calendar month (without regard to whether or not such date is a Business Day), commencing on November 1, 2003 and continuing to and including the Maturity Date.

Prepayment Date shall have the meaning provided in Section 4.

Prepayment Lockout Period shall mean the period from the date hereof through July 31, 2013, during which time no prepayment of the Loan shall be permitted except in connection with the Property Release of one or more Designated Release Properties during the Limited Prepayment Period.

Prepayment Lockout Release Date shall mean August 1, 2013.

Prepayment Notice shall have the meaning provided in Section 4.

Principal Amount shall have the meaning set forth in the Recitals to this Note.

Telerate Page 3750 shall mean the display designated as “Page 3750” on the Dow Jones Market Service (or any successor thereto) or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for U.S. Dollar deposits.

Treasury Rate shall mean, as of any Payment Date, the yield, calculated by linear interpolation (rounded to the nearest one-thousandth of one percent) of the yields of noncallable United States Treasury obligations with terms (one longer and one shorter most nearly approximating the period from such Payment Date to the Maturity Date (and converted to a monthly equivalent yield), as determined by Lender on the basis of Federal Reserve Statistical Release H.1S Selected Interest Rates under the heading U.S. Govern‑mental Security/Treasury Constant Maturities or, if such publication is unavailable, such other recognized source of financial market information as shall be selected by Lender for the week prior to such Payment Date.

Yield Maintenance Premium shall mean an amount equal to the product of: (i) the positive difference (expressed as a percentage of the outstanding Principal Amount before any prepayment), if any, as of the date of determination between (A) the present value of all future scheduled payments of interest and principal, including the principal amount due on the Maturity Date and assuming no other prepayments, to be made on this Note before the prepayment in question, discounted at an interest rate per annum equal to the Treasury Rate, and (B) the outstanding Principal Amount immediately before such prepayment; and (ii) the Principal Amount being prepaid.

Property during the Limited Prepayment Period. Borrower shall have the right only on a Payment Date on or after the Prepayment Lockout Release Date to prepay the Principal Amount, in whole but not in part,

Instrument as set forth in Section 2.3.3 of the Loan Agreement as well as reasonable attorneys' fees and expenses).