Exhibit 10.49


PROMISSORY NOTE A


Chicago, Illinois
December 21, 2005


$41,725,000

1.       Promise to Pay.

FOR
VALUE RECEIVED, CLF MCCULLOUGH DRIVE CHARLOTTE LLC and CLF ELECTRIC ROAD
ROANOKE LLC, each a Delaware limited liability company (collectively, Borrower),
whose address is 110 Maiden Lane, 36thFloor, New York, New
York 10005, promises to pay to the
order of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (Lender),
whose address is 135 South LaSalle Street, Suite 3410, Chicago, Illinois 60603,
or at such other place as the holder hereof may from time to time designate, on
or before January 1, 2016 (the Maturity Date),
the principal amount of FORTY ONE MILLION SEVEN HUNDRED TWENTY FIVE THOUSAND
and 00/100 DOLLARS ($41,725,000.00) (the Principal
Amount), or so much thereof as may from time to time be
outstanding, in lawful money of the United States of America, with interest
thereon to be computed from the date of this Promissory Note at the Contract
Rate, and to be paid in accordance with the terms of this Promissory Note
without set-off, deduction or counterclaim.
This Promissory Note and any modifications, renewals or extensions
hereof and any substitutions therefor (the Note;
and together with that certain Promissory Note B, of even date herewith, by
Borrower to Lender, the Notes),
the Deeds of Trust, Security Agreements and Fixture Filings dated as of even
date herewith executed by Borrower in favor of Lender (collectively, the Security Instrument)
and any and all other
documents other than the aforementioned Promissory Note B now or hereafter
executed by Borrower and/or others in favor of Lender, which wholly or
partially secure or guarantee payment of this Note or pertain to indebtedness
evidenced by the Notes (the Loan),
are collectively referred to herein as the Loan Documents.

2.       Principal and Interest.

So
long as no Event of Default (as hereinafter defined) exists, interest shall
accrue on the outstanding Principal Amount at five and 68/100 percent (5.68%)
per annum (the Contract Rate)
based on the actual number of days in each given month and a 360 day year.  Principal and interest shall be paid
to the
Lender as follows: (a) on the date hereof, a payment of all interest that is
scheduled to accrue on the Principal Amount through the remainder of this
calendar month, but excluding the first day of the next calendar month
following the date hereof, (b) commencing on February 1, 2006, on the
first day of each month thereafter up to and including January 1, 2009,
Borrower shall pay to Lender a payment of interest only accrued on the
Principal Amount during the preceding calendar month, (c) commencing on
February 1, 2009, and on the first day of each month thereafter up to and
including December 1, 2015, Borrower shall pay to Lender constant monthly
payments of principal and interest equal to $241,643.51, and (d) the
outstanding Principal Amount of this Note, together with all accrued

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and unpaid
interest, shall be due and payable in full on the Maturity Date.  Whenever any payment is stated to be due or
a computation is to be made on a day that is not a Business Day, such payment
or computation will be made on the next succeeding Business Day, but the
calculation of interest remains from the first day of the month through the
last day of the month.  Business Day shall be defined as a day of
the year on which banks are not required or authorized to close in Chicago,
Illinois or New York, New York.

3.       Prepayment and Defeasance.

3.1        Prepayments.

This
Note may not be prepaid in whole or in part during the term hereof, except as
otherwise specifically provided herein.
Notwithstanding the foregoing, provided no Event of Default has occurred
and is outstanding, the Loan may be repaid without a prepayment fee or premium
and without defeasance anytime on and after the date on which the 117th
scheduled monthly loan payment is due (the Lockout Release Date) and has been paid in full.  If the Loan is prepaid on a date other than the first of a
calendar month, in addition to all other amounts due and payable hereunder,
Borrower shall pay interest to, but excluding, the first day of the next
calendar month.  If the Loan has been
defeased pursuant to Subparagraph 3.2,
it may not be prepaid prior to the Maturity Date.

3.2       Defeasance.

Notwithstanding
any provision of this Paragraph 3
to the contrary (but subject to the last sentence of this Subparagraph 3.2), at any time after the
earlier of (a) three (3) years after the full funding of the Loan or (b) two
(2) years after 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
provided no Event of Default has occurred and is continuing hereunder or under
any of the other Loan Documents, Borrower may cause the release of the Property
from the lien of the Security Instrument and the other Loan Documents upon the
satisfaction of the following conditions (the Defeasance):

| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)  | Not less
  than thirty (30) days prior written notice shall be given to Lender
  specifying a date (the Release Date)
  on which the Defeasance Deposit (as hereinafter defined) is to be made, which
  date may be a day other than a regularly scheduled monthly installment of
  principal and interest is required to be paid pursuant to Paragraph 2 above (a Debt Service
Payment Date);
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (ii) | Borrower
  shall pay to Lender all accrued and unpaid interest on the principal balance
  of both Notes and all scheduled principal payments due through and including
  the Release Date.  If for any reason
  the Release Date is not a Debt Service Payment Date, Borrower shall also pay
  interest that would have accrued on both Notes through the next Debt Service
  Payment Date;       

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| |  |       |                                                                                                                                                                                                                                                  
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (iii) | Borrower
  shall have paid all other sums (not including scheduled interest or principal
  payments) due under both Notes and under the other Loan Documents, including
  the Defeasance processing fee to the servicer specified in Section 3.4;
| |  |       |                                                                                                                                                                                                                                                  
| |  | (iv)  | Borrower
  shall deliver to Lender on or prior to the Release Date:                                                                                                                                                                              

| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The
  estimated amount necessary to purchase the Defeasance Collateral (the Defeasance
Deposit);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |     | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                     | An executed
  pledge and security agreement, in form and substance satisfactory to Lender
  in its sole discretion, creating a first priority security interest in favor
  of Lender in the Defeasance Deposit and the Defeasance Collateral (the Defeasance Security
Agreement);                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |     | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                     | A
  certificate of Borrower certifying that it is requesting the lien against the
  Property be released to facilitate a disposition or refinancing of, or other
  customary commercial transaction involving, the Property and not as part of
  an arrangement to collateralize a REMIC offering with obligations that are
  not real estate mortgages, and that all of the other requirements set forth
  in this Subparagraph 3.2 have
  been satisfied;                                                                                                                                                                                                                          
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |     | D.                                                                                                                                                                                                                                                                                                                                                                                                                                                     | An opinion
  of counsel for Borrower in form and substance and delivered by counsel
  satisfactory to Lender in its sole discretion stating, among other things,
  that (1) the Defeasance Deposit has been duly and validly assigned and
  delivered to Lender; (2) the posting of the Defeasance Deposit will not
  adversely affect the tax status of the REMIC under the Code and that the
  Defeasance complies with all applicable REMIC provisions under the Code; and
  (3) Lender has a perfected first priority security interest in the Defeasance
  Collateral and that the Defeasance Security Agreement is enforceable against
  Borrower in accordance with its terms;
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |     | E.                                                                                                                                                                                                                                                                                                                                                                                                                                                     | A
  certificate of Borrower certifying that all requirements relating to the
  Defeasance set forth in both Notes and any other Loan Documents have been
  satisfied; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |     | F.                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Such other
  certificates, opinions of counsel, documents or instruments as Lender may
  reasonably require;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | (v) | If required
  by the Applicable Rating Agencies for any Secondary Market Transaction
  relating to the Loan, Lender receives written assurances that the securities
  of the REMIC (Securities) that
  directly or indirectly holds this Note will not have a downgrade, withdrawal
  or qualification of the credit rating then assigned to the Securities by any
  rating agencies (Applicable Rating
  Agencies) as a result of the Defeasance;

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| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (vi)   | The holder
  of the Defeasance Collateral, which shall be a successor entity designated by
  LaSalle Bank National Association in its sole discretion, shall be a single
  purpose entity, which shall not own any other assets or have any other
  liabilities or operate any other property (except in connection with other
  defeased loans held in the same securitized loan pool with the Loan);                                                                                                                                                                  
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | (vii)  | Borrower
  shall pay all reasonable costs and expenses incurred by Lender or its agents
  in connection with the Defeasance, including, without limitation, all costs
  and expenses associated with the purchase of the Defeasance Collateral, the
  preparation of the Defeasance Security Agreement and related documentation,
  the preparation and recordation of a release of the lien of the Security
  Instrument, as well as all fees and expenses of the Applicable Rating
  Agencies, and all reasonable accountants and attorneys fees and expenses;
  and
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | (viii) | Borrower must
  comply with all other applicable REMIC provisions under the Code as well as
  any Applicable Rating Agencies requirements.                                                                                                                                                                                                                                                                                                                                                                                                                             

Notwithstanding
anything that may be contained herein to the contrary, the Loan may not be
defeased during the last ninety (90) days of the loan term if the Loan has not
previously been defeased; provided, further, that any Defeasance under this
Note must occur simultaneously with the Defeasance of Promissory Note B.

3.3       Defeasance
Collateral.

Upon
compliance with the requirements of Subparagraph
3.2 above:

(a)
Lender shall use the Defeasance Deposit to purchase on Borrowers behalf
direct, non-callable obligations of the United States of America (which are
government securities or governmental agency securities within the meaning of
Treas. Reg. 1.860G-2(a)(8)(i) and which securities must comply as determined by
Lender in its sole discretion with REMIC and rating agency requirements) that
provide, without reinvestment, for payments not later than the due dates of all
successive monthly Debt Service Payment Dates on both Notes occurring after the
Release Date, with each such payment being equal to or greater than the amount
of the corresponding installment of principal and interest required to be paid
under both Notes (including all amounts due on the Maturity Date of this Note
and the aforesaid Promissory Note B) for the balance of the term hereof or
thereof assuming the Notes will be repaid on the Lockout Release Date (the Defeasance
Collateral), as certified by an
independent certified public accountant satisfactory to Lender, each of which
securities shall be duly endorsed as directed by Lender or accompanied by a
written instrument of transfer in form and substance wholly satisfactory to
Lender (including, without limitation, such instruments as may be required by
the depository institution holding such securities to effectuate book-entry
transfers and pledges through the book-entry facilities of such institution) to
create a first priority security interest therein in favor of Lender in
conformity with all applicable state and federal laws governing granting of
such security interests.  In connection
with the conditions set forth above, Borrower hereby appoints Lender as its
agent and attorney-in-fact for the purpose of purchasing the

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Defeasance
Collateral with the Defeasance Deposit.
Borrower, pursuant to the Defeasance Security Agreement, shall authorize
and direct the payments received from the Defeasance Collateral to be made
directly to Lender and applied to satisfy the obligations of Borrower under
both Notes.  Any portion of the
Defeasance Deposit in excess of the amount necessary to purchase the Defeasance
Collateral and satisfy all of Borrowers obligations to Lender shall be
returned to Borrower without interest.

(b)
The Property shall be released from the lien of the Security Instrument and the
other Loan Documents after Borrower fulfills the Applicable Rating Agencies
and all REMIC requirements, and the Defeasance Collateral shall constitute
collateral which shall secure both Notes and all other obligations under the
Loan Documents.

3.4       Assignment.

Upon
the release of the Property in accordance with this Paragraph 3, Borrower shall assign all its obligations
and
rights under both Notes, together with the pledged Defeasance Collateral, to a
successor entity designated by LaSalle Bank National Association in its sole
discretion.  Such successor entity shall
be a single purpose entity, which shall not own any other assets or have any other
liabilities or operate any other property (except in connection with other
defeased loans held in the same securitized loan pool with this Note), and
shall execute an assumption agreement in form and substance satisfactory to
Lender in its sole discretion pursuant to which it shall assume Borrowers
obligations under both Notes and the Defeasance Security Agreement.  As conditions to such assignments and
assumption, Borrower shall (a) deliver to Lender an opinion of counsel in form
and substance and delivered by counsel satisfactory to the Applicable Rating
Agencies and Lender in its sole discretion stating, among other things, that
such assumption agreement is enforceable against Borrower and such successor
entity in accordance with its terms and that both Notes, the Defeasance
Security Agreement and the other Loan Documents, as so assumed, are enforceable
against such successor entity in accordance with their respective terms, (b) if
a non-consolidation opinion with respect to the successor entity is required by
the Applicable Rating Agencies, pay the reasonable legal expenses of Lenders
counsel incurred in connection with that opinion (in form and substance
satisfactory to the Applicable Rating Agencies), (c) pay all reasonable costs
and expenses incurred by Lender or its agents in connection with such
assignment and assumption (including, without limitation, the review of the
proposed transferee and the preparation of the assumption agreement and related
documentation), and (d) pay to the servicer of this Note a defeasance
processing fee in an amount equal to $10,000, provided, notwithstanding
anything to the contrary herein or in the other Loan Documents, no other
assumption fee shall be payable by Borrower in connection with such
assumption.  Upon such assumption,
Borrower shall be relieved of its obligations hereunder, under the other Loan
Documents and under the Defeasance Security Agreement, with the sole exception
of (A) representations and warranties made in connection with Defeasance, (B)
the underlying obligation to effect Defeasance, (C) any loss to Lender if
Defeasance is set aside, voided or rescinded and (D) any rights or obligations
that are expressly intended to survive the repayment of the Loan or other
payment, satisfaction or termination of this Note, the Loan Documents or the
Defeasance Security Agreement.

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3.5       No
Further Rights.

Upon
the release of the Property in accordance with this Paragraph 3, Borrower shall
have no further right to prepay this Note pursuant to the other provisions of
this Paragraph 3or otherwise.

3.6       Prepayment
Fee After Event of Default.

In
the event the Principal Amount of this Note is, as a result of Lenders
exercise of its rights upon Borrowers default and acceleration of the
obligation to pay the unpaid Principal Amount of this Note (irrespective of
whether foreclosure proceedings have been commenced), (a) due prior to the
Maturity Date, or (b) paid prior to the Maturity Date, Lender shall, in either
event, be entitled to collect and Borrower shall pay to Lender on the date of
prepayment (the Prepayment Date),
in addition to any other sums due hereunder or under any of the other Loan
Documents, a prepayment fee (the Prepayment
Fee) in an amount equal to the greater of (i) 3% of the outstanding
principal balance of this Note at the time such payment or proceeds are
received by Lender or (ii) the Yield Maintenance Amount.  Lender shall notify Borrower of the amount
of the Prepayment Fee that Borrower shall be required to pay on the Prepayment
Date.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Yield Maintenance Amount means an
  amount, never less than zero, equal to (x) the present value as of the date
  such prepayment or proceeds are received of the remaining scheduled payments
  of principal and interest from the date such payment or proceeds are received
  through the Lockout Release Date (including any balloon payment) determined
  by discounting such payments at the Discount Rate (as hereinafter defined)
  less (y) the amount of the payment or proceeds received by Lender.                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Discount Rate means the rate which, when
  compounded monthly, is equivalent to the Treasury Rate (as hereinafter
  defined), when compounded semi-annually.                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Treasury Rate means the yield calculated
  by the interpolation of the yields, as reported in Federal Reserve
  Statistical Release H.15 Selected Interest Rates under the heading U.S.
  Government Securities/Treasury Constant Maturities, for the week ending
  prior to the date such payment or proceeds are received, of U.S. Treasury
  constant maturities with maturity dates (one longer and one shorter) most
  nearly approximating the Maturity Date (in the event Release H.15 is no
  longer published, Lender shall select a comparable publication to determine
  the Treasury Rate).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | All
  percentages shall be rounded to the nearest one hundred thousandth percent
  and dollar amounts shall be rounded to the nearest whole dollar.                                                                                                                                                                                                                                                                                                                                                                                                                                                          

3.7       Prepayment
Following Casualty or Condemnation.

Notwithstanding
the foregoing, provided no Event of Default has occurred and is outstanding,
there shall be no Yield Maintenance Amount and Defeasance shall not be required
to the extent the prepayment is attributed solely to Lenders application of
any insurance proceeds or condemnation awards against the Principal Amount in
accordance with Paragraph 5 of the
Security Instrument.

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4.       Default.

4.1       Events
of Default.

The
following shall constitute an Event of
Default under this Note: (a) failure to pay any amounts owed
pursuant to this Note within five (5) days after such payment is due;  (b) failure to pay the outstanding
Principal
Amount and all accrued and unpaid interest in full on the Maturity Date; or (c)
the occurrence of any Event of Default under any of the other Loan Documents.

4.2       Remedies.

So
long as an Event of Default remains outstanding: (a) interest shall accrue at a
rate (the Default Rate) equal to
the lesser of (i) the Contract Rate plus 5% per annum, or (ii) the maximum
amount permitted by applicable law, and, to the extent not paid when due, shall
be added to the Principal Amount; (b) Lender may, at its option and without
notice (which notice is expressly waived), declare the unpaid Principal Amount
and all accrued and unpaid interest immediately due and payable.  Lenders rights, remedies and powers, as
provided in this Note and the other Loan Documents, are cumulative and
concurrent, and may be pursued singly, successively or together against
Borrower, the security described in the other Loan Documents, any guarantor(s)
hereof and any other security given at any time to secure the payment hereof,
all at the sole discretion of Lender.
Additionally, Lender may in its sole discretion resort to every other
right or remedy available at law or in equity without first exhausting the
rights and remedies contained herein.
Lenders failure, for any period of time or on more than one occasion,
to exercise its option to accelerate the Maturity Date shall not constitute a
waiver of the right to exercise the same at any time during the continued
existence of any Event of Default or any subsequent Event of Default.

5.       Late Charge.

If
payments of principal and/or interest, or any other amounts due under this Note
or the other Loan Documents are not timely made and remain overdue for a period
of five (5) days, Borrower, without notice or demand by Lender, promptly shall
pay a late charge (the Late Charge)
equal to the lesser of (a) five percent (5%) of such past due amounts or (b)
the maximum amount permitted by applicable law.  Until paid, the Late Charge shall be added to the Principal
Amount.  Nothing in this Note shall be
construed as an obligation on the part of Lender to accept, at any time, less
than the full amount then due hereunder, or as a waiver or limitation of Lenders
right to compel prompt performance.

6.       Waiver.

Borrower,
for itself and all endorsers, guarantors and sureties of this Note, and each of
them, and their heirs, legal representatives, successors and assigns,
respectively hereby waives presentment for payment, demand, notice of
nonpayment, notice of dishonor, protest of any dishonor, notice of protest and
protest of this Note, and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of the payment of this Note
(excepting only notices expressly provided for herein), and agrees that its
liability shall be unconditional and without regard to the liability of any
other party and shall not be in any

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manner
affected by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by the Lender.
Borrower, for itself and all endorsers, guarantors and sureties of this
Note, and each of them, and their heirs, legal representatives, successors and
assigns, respectively hereby consents to every extension of time, renewal,
waiver or modification that may be granted by Lender with respect to the
payment or other provisions of this Note, and to the release of any makers,
endorsers, guarantors or sureties, or of any collateral given to secure the
payment hereof, or any part hereof, with or without substitution, and agrees
that additional makers or guarantors or endorsers may become parties hereto
without notice to Borrower and without affecting the liability of Borrower
hereunder.  Borrower hereby waives the
right to assert a setoff, counterclaim or deduction in any action or arising
out of or in any way connected with this Note or any of the other Loan
Documents.  No right of rescission,
set-off, abatement, diminution, counterclaim or defense has been or will be
asserted with respect to this Note or any of the other Loan Documents.

7.       Security, Application of
Payments.

This
Note is secured by, and Lender is entitled to the benefits of, the liens,
encumbrances, and obligations created hereby and by the Security Instrument and
the other Loan Documents and the terms and provisions of the Security
Instrument and the other Loan Documents are hereby incorporated herein.  Each payment on the Loan is to be applied
when received first to the payment of any fees, expenses or other costs
Borrower is obligated to pay hereunder or under the terms of the Security Instrument
or the other Loan Documents, second to the payment of any accrued and unpaid
Late Charge, third to the payment of interest on the Principal Amount from time
to time remaining unpaid, and the remainder of such payment shall be used to
reduce the Principal Amount.

8.       Sale of Loan; Securitization.

Borrower
acknowledges and agrees that Lender may, at any time and without the consent of
Borrower or any Guarantor, sell, transfer, securitize, assign and convey all or
any portion of its right, title and interest in and to the Loan, the servicing
of the Loan, the Loan Documents, any guaranties given in connection with the
Loan and any collateral given to secure the Loan.  In addition, Lender may issue one or more participations
therein,
or consummate one or more private or public securitizations of rated single- or
multi-class securities (collectively, the Securities) secured by or
evidencing ownership interests in all or any portion of the Loan and the Loan
Documents or a pool of assets that include the Loan and the Loan Documents
(such sales, participations and/or securitizations, collectively, a Securitization).  Borrower
covenants to cooperate with Lenders
efforts in the sale, transfer, rating and/or securitization of the Loan
(including cooperating with third parties, at no cost to Borrower, including,
but not limited to, the Applicable Rating Agencies and potential investors to
facilitate the rating and Securitization of the Loan).  At the request of Lender, and to the extent
not already required to be provided by Borrower under this Note, Borrower shall
use reasonable efforts to provide the following information:

| |  |     |                                                                                                                                                                                                           
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i) | provide
  updated financial and other information with respect to the Property,
  Borrower, Guarantors and the manager, managing member or general partner, as
  the case may be, of Borrower (Manager);

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| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (ii)  | deliver (A)
  revised opinions of counsel as to non-consolidation, due execution and
  enforceability with respect to the Property, Borrower, Guarantors and their
  respective affiliates and the Loan Documents, and (B) revised organizational
  documents for Borrower, which counsel opinions  and organizational documents shall be reasonably satisfactory
  to Lender and the Applicable Rating Agencies;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (iii) | if required
  by any Applicable Rating Agency, use commercially reasonable efforts to
  deliver a new tenant estoppel letter in the form provided under the Allstate
  Lease (as defined in the Security Instrument);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (iv)  | execute such
  amendments to the Loan Documents as may be requested by Lender or the
  Applicable Rating Agencies to effect the Securitization and/or deliver one or
  more new component notes to replace this Note or modify this Note to reflect
  multiple components of the Loan (provided such new notes or modified note
  shall have the same coupon, the same amortization and the same maturity date
  of this Note), and modify the cash management agreement, if any, with respect
  to the newly created components such that the pricing and marketability of
  the Securities and the size of each class of Securities and the rating
  assigned to each such class by the Applicable Rating Agencies shall provide
  the most favorable rating levels and achieve the optimum rating levels for
  the Loan; provided, however, any such amendments or modifications shall not
  modify any material economic terms or materially increase Borrowers
  obligations under the Loan Documents;

9.       Jury Trial Waiver.

BORROWER AND LENDER, BY ITS
ACCEPTANCE OF THIS NOTE,
EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE
RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED
TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT IS BEING
ESTABLISHED.  THIS WAIVER IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY
BORROWER AND LENDER, AND BORROWER ACKNOWLEDGES ON BEHALF OF ITSELF AND
ITS PARTNERS, MEMBERS, SHAREHOLDERS, AS THE CASE MAY BE, THAT NEITHER THE
LENDER NOR ANY PERSON ACTING ON BEHALF OF THE LENDER HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY
ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  BORROWER AND LENDER ACKNOWLEDGE THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
BORROWER AND LENDER HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
NOTE AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR
RELATED FUTURE DEALINGS.  BORROWER AND
LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE
OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN

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THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL, SELECTED OF THEIR OWN FREE WILL, AND THAT THEY HAVE HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

10.     Miscellaneous.

10.1       Lawful
Rate of Interest.

It is
expressly stipulated and agreed to be the intent of Borrower and Lender at all
times to comply with applicable state law or applicable United States federal
law (to the extent that it permits Lender to contract for, charge, take,
reserve or receive a greater amount of interest than is permitted under state
law) and that this paragraph shall control every other covenant and agreement
in this Note and the other Loan Documents.
If the applicable law (state or federal) is ever judicially interpreted
so as to render usurious any amount called for under this Note or under any of
the other Loan Documents, or  contracted
for, charged, taken, reserved or received with respect to the indebtedness
evidenced by this Note and the other Loan Documents, or if Lenders exercise of
the option to accelerate the maturity of this Note, or if any prepayment by Borrower
results in Borrower having paid any interest in excess of that permitted by
applicable law, then it is Borrowers and Lenders express intent that all
excess amounts theretofore collected by Lender be credited on the principal
balance of this Note (or, if this Note has been or would thereby be paid in
full, refunded to Borrower), and the provisions of this Note and the other Loan
Documents immediately be deemed reformed and the amounts thereafter collectible
hereunder and thereunder reduced, without the necessity of the execution of any
new document, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder and
thereunder.  All sums paid or agreed to
be paid to Lender for the use, forbearance and detention of the indebtedness
evidenced hereby and by the other Loan Documents shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full so that the rate or amount
of interest on account of such indebtedness does not exceed the maximum rate
permitted under applicable law from time to time in effect and applicable to
the indebtedness evidenced hereby for so long as such indebtedness remains
outstanding.  Notwithstanding anything
to the contrary contained herein or in any of the other Loan Documents, it is
not the intention of Lender to accelerate the maturity of any interest that has
not accrued at the time of such acceleration or to collect unearned interest at
the time of such acceleration.

10.2       Captions;
Definitions.

The
captions of the Paragraphs of this Note are for convenience only and shall not
be deemed to modify, explain, enlarge or restrict any of the provisions
hereof.  Capitalized terms used and not
otherwise defined herein shall have the meanings given to them in the Security
Instrument and the other Loan Documents, as the case may be.

10.3       Severable
Provisions.

Every
provision of this Note is intended to be severable.  If any term or provision hereof is declared by a court of
competent jurisdiction to be illegal, invalid or unenforceable for any reason
whatsoever, such illegality, invalidity or unenforceability shall not affect
the balance of

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the terms and
provisions hereof, which terms and provisions shall remain binding and
enforceable.

10.4       Notices.

Notices
shall be given under this Note in conformity with the terms and conditions of
the Security Instrument.

10.5       Joint
and Several; Successors and Assigns.

The
obligations of Borrower in this Note shall be joint and several obligations of
Borrower and of each Borrower, if more than one, and this Note shall be binding
upon and inure to the benefit of each Borrowers and Lenders heirs, personal
representatives, successors and assigns.

10.6       Time
of Essence.

Time
is of the essence of this Note and the performance of each of the covenants and
agreements contained herein and each of the other Loan Documents.

10.7       Governing
Law/Jurisdiction.

THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES.  BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION
LOCATED IN THE CITY OF CHICAGO AND STATE OF ILLINOIS IN CONNECTION WITH ANY
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND THE OTHER LOAN
DOCUMENTS.

10.8       No
Oral Modification.

There
are no oral agreements between Borrower and Lender.  The provisions of this Note and the other Loan Documents may
be
amended or revised only by an instrument in writing signed by Borrower and
Lender.  This Note and all the other
Loan Documents supersede any and all prior commitments, agreements,
representations and understandings, whether written or oral, relating to the
subject matter hereof and thereof and may not be contradicted or varied by
evidence or prior, contemporaneous or subsequent oral agreements or discussions
of any person or party.

10.9       Counterparts.

This
Note may be executed in several
counterparts, each of which shall be deemed an original instrument and
all of which together shall constitute a single Note.

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10.10      Authority.

Borrower
(and the undersigned representative of Borrower, if any) represents that
Borrower has full power, authority and legal right to execute, deliver and
perform its obligations pursuant to this Note and the other Loan Documents and
that this Note and the other Loan Documents constitute legal, valid and binding
obligations of Borrower.  Borrower further
represents that the Loan was made for business or commercial purposes and not
for personal, family or household use.

11.     Exculpation.

Except
as set forth below, neither Borrower nor any Guarantor shall be personally
liable to pay the Principal Amount, or any other amount due, or to perform any
obligation, under the Loan Documents, and Lender agrees to look solely to the
Property and any other collateral heretofore, now, or hereafter pledged by any
party to secure the Loan; provided, however, in the event (a) the first
scheduled monthly  payment on the Note
after the date hereof is not paid when due, or (b) of a breach of the terms of
Paragraphs 15 or 16 of the Security Instrument the limitation on recourse set
forth in this Paragraph 11 will be
null and void and completely inapplicable, and this Note shall be with full
recourse to Borrower and Guarantor.
Borrower and each Guarantor, jointly and severally, shall be personally
liable for all losses, liabilities, damages, costs, expenses and claims including,
without limitation, attorneys fees and expenses incurred by or suffered by
Lender as a result of:

| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)   | any fraud,
  willful misconduct, or material misrepresentation by Borrower or any
  Guarantor in connection with the Loan;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (ii)  | any waste of
  the Property caused by act(s) or omission(s) of Borrower, its agents,
  affiliates, officers and employees; or the removal or disposal by Borrower of
  any portion of the Property after an Event of Default under the Loan
  Documents to the extent such Property is not replaced by Borrower with like
  property of equivalent value, function and design;                                                                                                                                                                                                    
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (iii) | the
  misapplication, misappropriation or conversion of: (A) any rents, security
  deposits, proceeds or other funds; (B)
  any insurance proceeds paid by reason of any loss, damage or
  destruction to the Property and not used by Borrower for restoration or
  repair of the Property when and as permitted by the Loan Documents; and/or
  (C) any awards or amounts received in connection with the condemnation of all
  or any portion of the Property and not used by Borrower for restoration or
  repair of the Property when and as permitted by the Loan Documents;
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (iv)  | Borrowers
  failure to deliver any security deposits collected with respect to the
  Property to Lender or any other party entitled to receive such security
  deposits under the Loan Documents following a default; and any rents
  (including advanced or prepaid rents), issues, profits, accounts or other
  amounts generated by or related to the Property attributable to, or accruing
  after a default, which amounts were collected by Borrower or any                                                                                                                

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| |  |     |                                                                                                                                                                                                                                                                                                                                                                                               
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     | other party
  on its behalf or for its benefit and not turned over to the Lender or used to
  pay unaffiliated third parties for reasonable and customary operating
  expenses and capital expenditures for the Property, taxes and insurance
  premiums with respect to the Property or any other amounts required to be
  paid under the Loan Documents with respect to the Property; and/or
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (v) | the breach
  of the obligations set forth in that certain Hazardous Substances
  Indemnification Agreement from Borrower and Guarantor(s) to Lender of even
  date herewith, as hereafter amended, if at all.                                                                                                                                                                                 

The
foregoing shall in no way limit or impair the enforcement against the Property
or any other security granted by the Loan Documents of any of the Lenders
rights and remedies pursuant to the Loan Documents.

Nothing
herein shall be deemed to be a waiver of any right which Lender may have under Sections 506(a), 506(b),
1111(b) or any
other provisions of the Bankruptcy Code to file a claim for the full amount of
the Loan secured by the Loan Documents or to require that all collateral shall
continue to secure all of the Loan owing to Lender in accordance with this Note
and the other Loan Documents.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK; 
SIGNATURE PAGE FOLLOWS]

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IN
WITNESS WHEREOF, Borrower does execute this Note as of the date set forth
above.

| |                                                                            |                               
| | -------------------------------------------------------------------------- | ------------------------------
| | CLF McCULLOUGH DRIVE CHARLOTTE LLC, a
  Delaware limited liability company
| |                                                                           
| | By:  /s/
  Robert C. Blanz                                                
| |                                                                            |                               
| |                                                                            | Name: Robert
  C. Blanz       
| |                                                                            | Title:
  Senior Vice President
| |                                                                           
| | CLF ELECTRIC ROAD ROANOKE LLC, a Delaware
  limited liability company     
| |                                                                           
| | By:  /s/
  Robert C. Blanz                                                
| |                                                                            |                               
| |                                                                            | Name: Robert
  C. Blanz       
| |                                                                            | Title:
  Senior Vice President

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