##### 



REPUBLIC PARK LLC
  ROSS C. REEVES, ESQ. AND STEPHEN W. BREWER, ESQ.
  KEYBANK NATIONAL ASSOCIATION,
 DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT, AND FIXTURE FILING
  Location:
    
    13605, 13615, 13625, 13635, 13645, 13655 and 13665 Dulles Technology
Drive and 13461 Sunrise Valley Drive, Herndon, Virginia




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PageRECITALS
    
    
    6DEFINITIONS
    
    
    6ARTICLE 1 - GRANTS OF SECURITY
    
    
    9SECTION 1.1 PROPERTY MORTGAGED
    
    
    9(a) Land
    
    
    9(b) Additional Land
    
    
    9(c) Improvements
    
    
    9(d) Easements and Appurtenances
    
    
    9(e) Fixtures and Tangible Personal Property
    
    
    9(f) Leases and Rents
    
    
    10(g) Condemnation Awards
    
    
    10(h) Insurance Proceeds
    
    
    10(i) Tax Certiorari
    
    
    11(j) Miscellaneous Personal Property
    
    
    11(k) Personal Property As Defined In Uniform Commercial Code
    
    
    11(l) Conversion
    
    
    11(m) Other Rights
    
    
    11SECTION 1.2 ASSIGNMENT OF LEASES AND RENTS
    
    
    11SECTION 1.3 SECURITY AGREEMENT
    
    
    12SECTION 1.4 PLEDGE OF MONIES HELD
    
    
    12SECTION 1.5 COMMON LAW PLEDGE/ASSIGNMENT
    
    
    12CONDITIONS TO GRANT
    
    
    13ARTICLE 2 - DEBT AND OBLIGATIONS SECURED
    
    
    13SECTION 2.1 DEBT
    
    
    13ARTICLE 3 - BORROWER COVENANTS
    
    
    14SECTION 3.1 PAYMENT OF DEBT
    
    
    14SECTION 3.2 INCORPORATION BY REFERENCE
    
    
    14SECTION 3.3 INSURANCE
    
    
    14(a) Insurance
    
    
    14(i) Property Insurance
    
    
    14(ii) Business Interruption
    
    
    15(iii) Boiler and Machinery
    
    
    15(iv) Builders Risk
    
    
    15(v) Ordinance/Law Coverage
    
    
    16(vi) Liability Insurance
    
    
    16(vii) Workers Compensation Insurance
    
    
    16(viii) Other Insurance
    
    
    16(b) Insurance Policies
    
    
    16(c) Terrorism Coverage
    
    
    17(d) Compliance With Insurance Requirements
    
    
    17(e) Restoration
    
    
    17(f) Blanket Insurance Policies
    
    
    17(g) Absolute Transfer On Foreclosure
    
    
    18
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PageSECTION 3.4 PAYMENT OF TAXES, ETC.
    
    
    18SECTION 3.5 TAX AND INSURANCE IMPOUND ACCOUNT
    
    
    19SECTION 3.6 CONDEMNATION
    
    
    20SECTION 3.7 LEASES AND RENTS
    
    
    20SECTION 3.8 MAINTENANCE OF PROPERTY
    
    
    21SECTION 3.9 WASTE
    
    
    21SECTION 3.10 COMPLIANCE WITH LAWS
    
    
    21SECTION 3.11 BOOKS AND RECORDS
    
    
    22SECTION 3.12 PAYMENT FOR LABOR AND MATERIALS
    
    
    24SECTION 3.13 PERFORMANCE OF OTHER AGREEMENTS
    
    
    24SECTION 3.14 CHANGE OF NAME, IDENTITY OR STRUCTURE
    
    
    24SECTION 3.15 EXISTENCE
    
    
    24ARTICLE 4 - SPECIAL COVENANTS
    
    
    24SECTION 4.1 PROPERTY USE
    
    
    24SECTION 4.2 ERISA
    
    
    25SECTION 4.3 SINGLE PURPOSE ENTITY
    
    
    25SECTION 4.4 RESTORATION AFTER CASUALTY/CONDEMNATION
    
    
    30ARTICLE 5 - REPRESENTATIONS AND WARRANTIES
    
    
    34SECTION 5.1 WARRANTY OF TITLE
    
    
    34SECTION 5.2 AUTHORITY
    
    
    34SECTION 5.3 LEGAL STATUS AND AUTHORITY
    
    
    34SECTION 5.4 VALIDITY OF DOCUMENTS
    
    
    35SECTION 5.5 LITIGATION
    
    
    35SECTION 5.6 STATUS OF PROPERTY
    
    
    35SECTION 5.7 NO FOREIGN PERSON
    
    
    36SECTION 5.8 SEPARATE TAX LOT
    
    
    36SECTION 5.9 ERISA COMPLIANCE
    
    
    36SECTION 5.10 LEASES
    
    
    37SECTION 5.11 FINANCIAL CONDITION; NO PRIOR BANKRUPTCY
    
    
    37SECTION 5.12 TAXES
    
    
    37SECTION 5.13 MAILING ADDRESS
    
    
    37SECTION 5.14 NO CHANGE IN FACTS OR CIRCUMSTANCES
    
    
    38SECTION 5.15 DISCLOSURE
    
    
    38SECTION 5.16 THIRD PARTY REPRESENTATIONS
    
    
    38SECTION 5.17 ILLEGAL ACTIVITY
    
    
    38SECTION 5.18 MANAGEMENT
    
    
    38SECTION 5.19 NON-CONSOLIDATION
    
    
    38ARTICLE 6 - DEBTOR/CREDITOR RELATIONSHIP
    
    
    39SECTION 6.1 RELATIONSHIP OF BORROWER AND LENDER
    
    
    39SECTION 6.2 NO RELIANCE ON LENDER
    
    
    39SECTION 6.3 NO LENDER OBLIGATIONS
    
    
    39SECTION 6.4 RELIANCE OF LENDER ON BORROWER REPRESENTATIONS
    
    
    39ARTICLE 7 - FURTHER ASSURANCES
    
    
    39SECTION 7.1 RECORDING OF SECURITY INSTRUMENT, ETC.
    
    
    39SECTION 7.2 FURTHER ACTS, ETC.
    
    
    40
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PageSECTION 7.3 CHANGES IN TAX, DEBT CREDIT AND DOCUMENTARY STAMP LAWS
    
    
    40SECTION 7.4 ESTOPPEL CERTIFICATES
    
    
    41SECTION 7.5 REPLACEMENT DOCUMENTS
    
    
    42SECTION 7.6 AMENDED FINANCING STATEMENTS
    
    
    42ARTICLE 8 - DUE ON SALE/ENCUMBRANCE/CHANGE IN BORROWER
    
    
    42SECTION 8.1 NO SALE/ENCUMBRANCE/CHANGE OF OWNERSHIP WITHOUT CONSENT
    
    
    42SECTION 8.2 CONDITIONS TO LENDERS CONSENT
    
    
    44ARTICLE 9 - PREPAYMENT; DEFEASANCE
    
    
    46ARTICLE 10 - DEFAULT
    
    
    46SECTION 10.1 EVENTS OF DEFAULT
    
    
    46SECTION 10.2 LATE CHARGE
    
    
    48SECTION 10.3 DEFAULT INTEREST
    
    
    48ARTICLE 11 - RIGHTS AND REMEDIES
    
    
    48SECTION 11.1 REMEDIES
    
    
    48SECTION 11.2 APPLICATION OF PROCEEDS
    
    
    50SECTION 11.3 LENDER RIGHT TO CURE DEFAULTS
    
    
    51SECTION 11.4 ACTIONS AND PROCEEDINGS
    
    
    51SECTION 11.5 RECOVERY OF SUMS REQUIRED TO BE PAID
    
    
    51SECTION 11.6 EXAMINATION OF BOOKS AND RECORDS
    
    
    51SECTION 11.7 OTHER RIGHTS, ETC.
    
    
    51SECTION 11.8 LENDER RIGHT TO RELEASE
    
    
    52SECTION 11.9 VIOLATION OF LAWS
    
    
    52SECTION 11.10 RIGHT OF ENTRY
    
    
    52SECTION 11.11 RIGHTS PERTAINING TO SALES
    
    
    52SECTION 11.12 RIGHT TO RELEASE INFORMATION
    
    
    54ARTICLE 12 - ENVIRONMENTAL HAZARDS
    
    
    54SECTION 12.1 ENVIRONMENTAL DEFINITIONS
    
    
    54SECTION 12.2 ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES
    
    
    56SECTION 12.3 ENVIRONMENTAL COVENANTS
    
    
    56SECTION 12.4 LENDERS RIGHTS
    
    
    57ARTICLE 13 - INDEMNIFICATION
    
    
    58SECTION 13.1 GENERAL INDEMNIFICATION
    
    
    58SECTION 13.2 MORTGAGE AND/OR INTANGIBLE TAX
    
    
    59SECTION 13.3 ERISA INDEMNIFICATION
    
    
    59SECTION 13.4 ENVIRONMENTAL INDEMNIFICATION
    
    
    59SECTION 13.5 DUTY TO DEFEND, ATTORNEYS FEES AND OTHER FEES AND EXPENSES
    
    
    61ARTICLE 14 - WAIVERS
    
    
    61SECTION 14.1 WAIVER OF COUNTERCLAIM
    
    
    61SECTION 14.2 MARSHALLING AND OTHER MATTERS
    
    
    61SECTION 14.3 WAIVER OF NOTICE
    
    
    61SECTION 14.4 WAIVER OF STATUTE OF LIMITATIONS
    
    
    61SECTION 14.5 SURVIVAL
    
    
    62SECTION 14.6 WAIVER OF TRIAL BY JURY
    
    
    62
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PageARTICLE 15 - EXCULPATION
    
    
    62ARTICLE 16 - NOTICES
    
    
    62SECTION 16.1 NOTICES
    
    
    62ARTICLE 17 - APPLICABLE LAW
    
    
    63SECTION 17.1 CHOICE OF LAW/JURISDICTION AND VENUE
    
    
    63SECTION 17.2 USURY LAWS
    
    
    63SECTION 17.3 PROVISIONS SUBJECT TO APPLICABLE LAW
    
    
    63SECTION 17.4 INAPPLICABLE PROVISION
    
    
    64ARTICLE 18 - SECONDARY MARKET
    
    
    64SECTION 18.1 TRANSFER OF LOAN
    
    
    64SECTION 18.2 SECONDARY MARKET TRANSACTIONS
    
    
    64SECTION 18.3 COOPERATION; LIMITATIONS
    
    
    65SECTION 18.4 INFORMATION
    
    
    65SECTION 18.5 SEVERANCE
    
    
    65ARTICLE 19 - COSTS
    
    
    66SECTION 19.1 ORIGINATION, ADMINISTRATION, ENFORCEMENT, AND DEFENSE EXPENSES
    
    
    66ARTICLE 20 - CERTAIN DEFINITIONS, HEADINGS, RULE OF CONSTRUCTION
    
    
    67SECTION 20.1 GENERAL DEFINITIONS
    
    
    67SECTION 20.2 HEADINGS, ETC.
    
    
    67SECTION 20.3 RULES OF CONSTRUCTION
    
    
    67ARTICLE 21 - MISCELLANEOUS
    
    
    68SECTION 21.1 NO ORAL CHANGE
    
    
    68SECTION 21.2 LIABILITY
    
    
    69SECTION 21.3 DUPLICATE ORIGINALS; COUNTERPARTS
    
    
    69SECTION 21.4 SUBROGATION
    
    
    69SECTION 21.5 ENTIRE AGREEMENT
    
    
    69SECTION 21.6 LENDERS RIGHT TO SUBORDINATE
    
    
    69ARTICLE 22 - TRUSTEE PROVISIONS
    
    
    70SECTION 22.1 CONCERNING THE TRUSTEE
    
    
    70SECTION 22.2 TRUSTEES FEES
    
    
    70SECTION 22.3 CERTAIN RIGHTS
    
    
    70SECTION 22.4 PERFECTION OF APPOINTMENT
    
    
    71ARTICLE 23 - LOCAL LAW PROVISIONS
    
    
    71SECTION 23.1 INCONSISTENCIES
    
    
    71ARTICLE 24 - ADDITIONAL OR SPECIAL PROVISIONS OR MODIFICATIONS
    
    
    73SECTION 24.1 INCONSISTENCIES
    
    
    73
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PREAMBLE
 THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING
(Security Instrument) REPUBLIC PARK LLC Borrower ROSS C. REEVES, ESQ. AND STEPHEN W. BREWER,
ESQ. Trustee KEYBANK NATIONAL ASSOCIATION Lender
 PROPERTY ADDRESS:
 RECITALS
 Loan Note
  DEFINITIONS
  
 6




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7




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8




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ARTICLE 1  GRANTS OF SECURITY
 Property
 Land Land
 Additional Land
 Improvements Improvements
 Easements and Appurtenances
 Fixtures and Tangible Personal Property Personal
Property Uniform Commercial Code
 9




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Leases and Rents et seq Bankruptcy Code Leases Rents
 Condemnation Awards Condemnation Awards
 Insurance Proceeds
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Tax Certiorari
 Miscellaneous Personal Property
 Personal Property As Defined In Uniform Commercial Code
 Conversion
 Other Rights
  11




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12




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CONDITIONS TO GRANT
    ARTICLE 2  DEBT AND OBLIGATIONS SECURED
 Debt
 Loan Documents Loan Document
     13




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ARTICLE 3  BORROWER COVENANTS
     Insurance
 Property Insurance Commercial Property Insurance Insured Property
 14




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Special Cause of Loss
 Business Interruption Business Income Insurance Estimated Rental Income Business Interruption Period
 Boiler and Machinery
 Builders Risk
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Ordinance/Law Coverage
 Liability Insurance Liability Insurance
 Workers Compensation Insurance
 Other Insurance
 Insurance Policies Policies Policy Rating Agency
 16




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Insurance Premiums
 Terrorism Coverage Terrorism Coverage
 Compliance With Insurance Requirements
 Restoration Insurance Restoration
 Blanket Insurance Policies
 17




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Absolute Transfer On Foreclosure
  Taxes Other Charges
 Default
 18




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Impound Account Monthly
Tax Impound Monthly Insurance Impound
 19




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Condemnation Restoration
  20




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Applicable Law
   21




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22




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Leasing Report
      23




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ARTICLE 4  SPECIAL COVENANTS
   24




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ERISA
      Limited Purpose
 25




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Prohibited Actions
     Separateness Covenants
   26




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27




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Organizational Documents
 Independent Manager
 28




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Special Member Special Member
 Definitions
 29




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Affiliate
 control
 Net Proceeds Casualty Loss Condemnation Action Restoration
 Availability Threshold
 30




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31




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Restoration
Consultant
 32




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Restoration Retainage
  Net
Proceeds Deficiency
  33




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ARTICLE 5  REPRESENTATIONS AND WARRANTIES
  Permitted Exceptions
   34




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Guarantor Indemnitor
    35




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36




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37




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Loan Application
    Qualifying Manager
  38




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Non-Consolidation
Opinion
 ARTICLE 6  DEBTOR/CREDITOR RELATIONSHIP
     ARTICLE 7  FURTHER ASSURANCES
  39




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Tax Change
Acceleration
 40




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41




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ARTICLE 8  DUE ON SALE/ENCUMBRANCE/CHANGE IN BORROWER
  Prohibited Transfer Sale or Encumbrance Restricted
Party
 42




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Affiliated Manager
 Control
 Current Owner Immediate Family Member Permitted Transfer
 43




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(i)
    
    Lender has received Borrowers written request for a transfer and
Lender has expressly approved such request in writing;(ii)
    
    no Event of Default or Default has occurred and is continuing;(iii)
    
    Borrower has paid Lender an application fee and a deposit for
legal fees, each in amounts determined by Lender. The legal fee deposit shall
be applied towards the legal fees and expenses incurred by Lender in connection
with such request for a transfer;(iv)
    
    Lender has determined that the proposed new owner/assignee (the
New Borrower) meets all of Lenders Underwriting Standards (as hereinafter
defined);(v)
    
    Lender has determined that the Property meets all of the Lenders
Underwriting Standards related to its financial condition, cash flow, operating
income, physical condition, management and operation;(vi)
    
    Borrower remits to Lender a fee (the Transfer Fee) in the
amount of one percent (1%) of the outstanding principal balance of the Debt as
of the date such transfer is consummated;(vii)
    
    New Borrower has executed and delivered such documentation and
agreements evidencing the transfer and, if applicable, the assumption of the
Loan, as may be required by Lender, including a release of Lender, its officers,
directors, employees and agents, from all claims and liability relating to the
transactions evidenced by the Loan Documents through and including the date of
the closing of the transfer, and an indemnification with respect thereto. All
such documentation shall be in form and substance satisfactory to Lender;(viii)
    
    If New Borrower assumes the Loan and a person or entity associated with New
Borrower approved by Lender in its discretion (a New Guarantor) agrees to be
liable for the obligations of the current Guarantor or Indemnitor under its
guaranty or indemnity agreement by executing a new guaranty and environmental
indemnity agreement in substantially similar form to any such existing
agreements, Lender shall release Borrower from its obligations arising under
Loan Documents, and any current Guarantor or Indemnitor from its obligations
under any guaranty or environmental indemnity agreement, as to acts or events or
omissions occurring or obligations arising after the date of the assumption of
the Loan, provided however such release shall not apply to any acts or events or
omissions which occurred prior to the date of the assumption of
the Loan, whether or not the effects of or damages from such acts or events or
omissions are apparent or ascertainable as of the date of such assumption;
 44




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(ix)
    
    Lender has determined that New Borrower is in compliance with the
covenants set forth in this Security Instrument, including the covenants in
Section 4.3 hereof, if any;(x)
    
    Borrower has delivered to Lender, without any cost or expense to
Lender, such endorsements to Lenders title insurance policy, hazard insurance
endorsements or certificates and other similar materials as Lender may deem
necessary, all in form and substance satisfactory to Lender, including an
endorsement or endorsements to the title insurance policy insuring the lien of
this Security Instrument, extending the effective date of such policy to the
date of execution and delivery (or, if later, of recording) of the assumption
agreement, with no additional exceptions added to such policy and insuring that
Borrowers title to the Property is vested in the New Borrower;(xi)
    
    Borrower and New Borrower have furnished, if a corporation,
partnership or other entity, all documents evidencing each such partys capacity
and good standing, and the qualification of the signers to execute any
assumption or other agreement, which papers shall include certified copies of
all documents relating to the organization and formation of Borrower, New
Borrower and the entities, if any, which are partners or members, as applicable,
of Borrower or the New Borrower;(xii)
    
    Borrower has reimbursed Lender for all costs and expenses
incurred by Lender in connection with such transfer (including engineering
and/or architects fees, environmental studies, title and UCC searches, credit
checks and attorneys fees), whether or not any requested transfer is approved
or consummated; and(xiii)
    
    Borrower and New Borrower have delivered or caused to be delivered such other
documents and instruments, including legal opinions, as Lender shall determine
to be in the best interests of Lender, including, if required by any pooling and
servicing agreement following a securitization or otherwise deemed necessary or
desirable by Lender, the prior written confirmation by each applicable Rating
Agency of the proposed transfer.
 Lenders Underwriting Standards
  45




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ARTICLE 9  PREPAYMENT; DEFEASANCE
  ARTICLE 10  DEFAULT
 Event of Default
       46




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47




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ARTICLE 11  RIGHTS AND REMEDIES
     48




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ex parte
  49




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50




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51




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52




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53




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ARTICLE 12  ENVIRONMENTAL HAZARDS
  54




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Environmental Law
 Environmental Liens
 Environmental Reports
 Hazardous Substances
 Institutional Control
 55




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O&M Plan
 Release
 Remediation
   56




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57




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ARTICLE 13  INDEMNIFICATION
 Losses
  58




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Indemnified Parties
     59




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Foreclosure
Acquisition Foreclosure Acquisition Date
  60




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ARTICLE 14  WAIVERS
     61




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ARTICLE 15  EXCULPATION
  ARTICLE 16  NOTICES
  62




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Business Day
 ARTICLE 17  APPLICABLE LAW
 Governing State ACTION
   63




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ARTICLE 18  SECONDARY MARKET
 Loan Sale Servicing Rights Transfers Participations Securities Securitization Investor
 REMIC Secondary Market Transaction
 64




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Interested
Parties
  Loan Splitting Loan Tranching
 65




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Conversion
 ARTICLE 19  COSTS
 Administration and
Enforcement Expenses
 66




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ARTICLE 20  CERTAIN DEFINITIONS, HEADINGS, RULE OF CONSTRUCTION
       67




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Decision Power
 ARTICLE 21  MISCELLANEOUS
  68




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69




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ARTICLE 22  TRUSTEE PROVISIONS
    70




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ARTICLE 23  LOCAL LAW PROVISIONS
      71




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72




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ARTICLE 24  ADDITIONAL OR SPECIAL PROVISIONS OR MODIFICATIONS
    Ordinance/Law Coverage
        73




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th th
          74




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Transfer Fee
 75




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th
   76




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th
 th
    Partial Release Exhibit A-1 Release Parcel
 (a)
    
    Borrowers request for the Partial Release shall be given to
Lender in writing and no later than forty-five (45) days preceding the date such
Partial Release is requested;(b)
    
    If any existing parcel is being split into separate parcels:
 i)
    
    Borrower shall have provided
satisfactory evidence to Lender that the Release Parcel has been
separately subdivided or otherwise lawfully split from the
Remaining Property, including, if applicable, evidence that a plat
of the Land upon which the Release Parcel is shown as a separate
lot has been duly approved by all required governmental
authorities and shall have been duly filed, if necessary; andii)
    
    Borrower shall have obtained and
furnished to Lender, at Borrowers expense, a survey of the
Release Parcel and the Remaining Property, conforming to Lenders
then current
underwriting standards, which shall, among other things: (i) be
certified to Lender and the title insurer and (ii) provide
evidence reasonably satisfactory to Lender that (A) the
Remaining
 77




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Property abuts a duly dedicated and physically open
street and (B) water, gas, electric, telephone, storm sewer and
sanitary sewer services are available to the Remaining Property
either over, under or upon public rights of way directly
adjacent to the Remaining Property or over, under or upon an
easement (not terminable by the grantor thereof or by such
grantors heirs, personal representatives, successor or
assigns) for the benefit of said Remaining Property that
connects to public rights of way.
 (c)
    
    Any and all sums then due and payable to Lender under the Loan
Documents shall be fully paid and no Event of Default or event which, but for
the passage of time, the giving of notice or both would constitute an Event of
Default, shall have occurred under the Security Instrument or any of the Loan
Documents;(d)
    
    Neither the release of the Release Parcel from the lien of this
Security Instrument nor the foreclosure of this Security Instrument on the
Remaining Property would violate (or cause any of the Property to violate) any
applicable zoning, subdivision or other Applicable Law;(e)
    
    Borrower shall deliver an endorsement to Lenders title policy at
Borrowers expense insuring the priority of this Security Instrument as a first
lien on the Remaining Property (to be properly legally described) in accordance
with all the provisions of the title policy (and updating the title policy with
no additional title matters);(f)
    
    Borrower shall grant, as an appurtenance to the Remaining
Property, any easement rights over the Release Parcel for the benefit of the
Remaining Property that Lender may request and which is consistent with Lenders
then current underwriting standards for the maintenance, operation and
improvement of the Remaining Property;(g)
    
    Upon Lenders request, Borrower shall have caused to be recorded
a reciprocal easement agreement or declaration of reciprocal easements providing
reciprocal rights of parking, ingress, egress and other matters as may be
required by Lender, between and across the Release Parcel and the Remaining
Property, such reciprocal easement agreement or declaration to be in form and
substance satisfactory to Lender;(h)
    
    Borrower shall have paid or reimbursed Lender for all expenses
incurred by Lender in connection with the Partial Release (including without
limitation, attorneys fees, title insurance costs, appraisal fees, recording
costs and trustees fees);(i)
    
    Borrower shall submit partial release instruments, prepared at
Borrowers expense, in form and substance satisfactory to Lender and the
execution and delivery of such partial release instruments shall not affect any
of Borrowers obligations under any of the Loan Documents;
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(j)
    
    Borrower shall have provided evidence and documentation
satisfactory to Lender (i) of the conveyance of the Release Parcel to a separate
entity such that the single purpose and related covenants set forth in Section
4.3 hereof are consistently adhered to by Borrower with respect to the Remaining
Property, (ii) of the grant of a security interest in any easements for the
benefit of the Remaining Property created as a part of the Partial Release,
(iii) that the Release Parcel will be assessed as a separate tax parcel with
respect to all property taxes and assessments, (iv) that the Remaining Property
will comply with all federal, state, and local environmental, land use and
zoning laws (including minimum lot size, minimum parking requirements, setback
requirements, lot coverage ratios, frontage, subdivision, site plan approval and
access to a public right of way), (v) that access to the Remaining Property
following the Partial Release to any previously dedicated streets and utilities
shall not be impaired and that the construction of any future improvements on
the Release Parcel will not impair the visibility of the Remaining Property from
such streets, and (vi) that all required notices have been given and consents
obtained in connection with the proposed Partial Release, including the consent
of any Guarantor; and(k)
    
    The future uses of the Release Parcel may not violate any
exclusivity or other provision in any Lease pertaining to the Property nor any
covenant, restriction, condition or other title matter then encumbering the
Property.
 Parking Project
 (i)
    
    No Event of Default has occurred;(ii)
    
    At least thirty (30) days prior to the commencement of construction of the
Parking Project, Borrower shall have delivered to Lender for Lenders approval: (A) a
copy of all architectural plans, construction plans, drawings and site plans
(collectively, the Construction Plans), which shall be substantially consistent with
the layout of the Property as surveyed in connection with the closing of the Loan and
architecturally consistent with the existing Improvements at the Property; (B) a
budget, based on the Construction Plans, for completion of the Parking Project
(Budget); and (C) all proposed contracts or work orders with contractors,
subcontractors, suppliers or other parties providing labor or materials in connection
with the Parking Project (Construction Contracts).(iii)
    
    Prior to construction of the Parking Project, Lender, in its reasonable
discretion, shall have approved the Construction Plans, the Budget and the Construction
Contracts
(individually and collectively, the Construction Documents). Failure of Lender to
approve or disapprove any request for approval of Construction Documents within 30
days of receipt of Borrowers request for same shall constitute approval provided
that on the face of any such request, Borrower clearly states that Lenders failure
to respond in such time period shall be deemed approval thereof;
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(iv)
    
    Prior to construction of the Parking Project, Borrower shall have delivered to
Lender evidence sufficient to Lender in its reasonable discretion of Borrowers
financial ability to fund the construction of the Parking Project based on the Budget;(v)
    
    Prior to construction of the Parking Project, all permits, variances, and
approvals for the construction of the Parking Project shall have been obtained and
copies of same shall have been delivered to Lender;(vi)
    
    Prior to construction of the Parking Project, Borrower shall have certified to
Lender that the Parking Project and/or the construction thereof shall not violate any
lease demising any portion of the Property;(vii)
    
    Prior to construction of the Parking Project, Borrower shall have delivered to
Lender evidence that Borrower shall have obtained all insurance required by the Loan
Documents, any Governmental Authority and Applicable Law in connection with said
construction;(viii)
    
    If construction of the Parking Project shall adversely affect any parking available
to the Property as of the date hereof, then, prior to construction of the Parking
Project, Borrower shall have delivered to Lender evidence of alternative parking
arrangements satisfactory to Lender in its reasonable discretion and otherwise in
compliance with all leases of the Property and all Applicable Laws;(ix)
    
    Prior to construction of the Parking Project, if required under the operative
documents with respect to any Secondary Market Transaction referred to in Article 18
hereof, Lender shall have received confirmation from each Rating Agency that the
construction of the Parking Project would not cause a downgrade, withdrawal or
qualification of any securities then rated by such Rating Agency;(x)
    
    The Parking Project shall be fully completed by Borrower in a diligent and good
and workmanlike manner in accordance with all Applicable Laws and ordinances (including
zoning);(xi)
    
    During the construction of the Parking Project, Borrower shall provide Lender
on a monthly basis copies of all receipted bills, invoices, lien waivers and other such
documents from each of the contractors and materialmen which provided work or services
in connection with the Parking Project in excess of $10,000.00 (for each individual
contractor or materialman) sufficient to reflect that all materials installed and work
and labor performed in connection with the construction of the Additional Improvements
have been paid for in full or will be paid with the next installment
payment;(xii)
    
    Upon completion of the Parking Project, Borrower shall certify to Lender that
the Parking Project has been completed in all material respects in accordance with the
Construction Plans;
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(xiii)
    
    Upon completion of the Parking Project, Borrower shall provide Lender evidence that
no mechanics or other liens have been placed against the Property, which evidence
shall consist of either (A) an endorsement to the mortgage title insurance policy
issued to Lender updating the effective date of the policy to a date which is after the
completion of the Parking Project or (B) a Certificate of Title satisfactory to Lender
in its discretion;(xiv)
    
    Upon Lenders request, an opinion of counsel shall be delivered to Lender
indicating that upon completion of the Parking Project, the Loan will remain a
qualified mortgage under Section 860G(a)(3) of the Internal Revenue Code;(xv)
    
    Borrower shall deliver to Lender a final as-built survey for the Property
within one month of the completion of the construction of the Parking Project; and(xvi)
    
    Borrower shall reimburse Lender for any fees (including fees for inspection,
attorneys, engineer, architect, or inspector) incurred by Lender in connection with
the completion of the Parking Project.
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Borrower:
    
    REPUBLIC PARK LLC,a Delaware limited liability companyBy:
    
    /s/Gary SiegelGary R. SiegelChief Operating Officer




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STATE OF Maryland
COUNTY OF Prince Georges, to wit
 27
 /s/ LeslieD.Bridges

Notary Public




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Parcel I




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PARCEL II:




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