exv10w61







 




    Exhibit
    10.61



 



    OFFICE LEASE



 



    between



 



    WEST*MAC ASSOCIATES LIMITED PARTNERSHIP




    Landlord



 



    and



 



    THE FEDERAL HOME LOAN MORTGAGE CORPORATION




    Tenant













 






    TABLE OF CONTENTS



 



    OFFICE LEASE




    BETWEEN




    WEST*MAC ASSOCIATES LIMITED PARTNERSHIP




    AND




    THE FEDERAL HOME LOAN MORTGAGE CORPORATION



	 	 	 	 	 
	
 
	
 
	
 
	
 
	

    Page



	 

	

    1.


	
 
	

    Demised Premises; Tenant Improvements


	
 
	
    1

	

    2.


	
 
	

    Rent


	
 
	
    1

	

    3.


	
 
	

    Term


	
 
	
    3

	

    4.


	
 
	

    Use


	
 
	
    3

	

    5.


	
 
	

    Adjustment of Basic Annual Rent for Cost of Living Increases


	
 
	
    4

	

    6.


	
 
	

    Assignment and Subletting


	
 
	
    5

	

    7.


	
 
	

    Maintenance by Tenant


	
 
	
    5

	

    8.


	
 
	

    Operating Costs and Real Estate Taxes


	
 
	
    5

	

    9.


	
 
	

    Insurance; Damage to the Building, the Demised Premises, or
    Tenant Improvements


	
 
	
    6

	

    10.


	
 
	

    Alterations and Additions


	
 
	
    7

	

    11.


	
 
	

    Tenant’s Contractor’s Insurance


	
 
	
    7

	

    12.


	
 
	

    Mechanic’s Liens


	
 
	
    8

	

    13.


	
 
	

    Signs and Advertisements


	
 
	
    8

	

    14.


	
 
	

    Default of Tenant


	
 
	
    8

	

    15.


	
 
	

    Waiver


	
 
	
    9

	

    16.


	
 
	

    Subordination


	
 
	
    9

	

    17.


	
 
	

    Condemnation


	
 
	
    10

	

    18.


	
 
	

    Indemnification


	
 
	
    10

	

    19.


	
 
	

    No Partnership


	
 
	
    11

	

    20.


	
 
	

    No Representations by Landlord


	
 
	
    11

	

    21.


	
 
	

    Brokers


	
 
	
    11

	

    22.


	
 
	

    Notices


	
 
	
    11





    

    - i -








 





	 	 	 	 	 
	
 
	
 
	
 
	
 
	

    Page



	 

	

    23.


	
 
	

    Estoppel Certificates


	
 
	
    12

	

    24.


	
 
	

    Holding Over


	
 
	
    12

	

    25.


	
 
	

    Warranties and Covenants of Landlord and Tenant


	
 
	
    13

	

    26.


	
 
	

    Bankruptcy of Tenant


	
 
	
    13

	

    27.


	
 
	

    Gender


	
 
	
    14

	

    28.


	
 
	

    Benefit and Burden


	
 
	
    14

	

    29.


	
 
	

    Governing Law


	
 
	
    14

	

    30.


	
 
	

    Renewal Options


	
 
	
    14










    

    - ii -








 






    OFFICE LEASE



 


 



    THIS LEASE is made and entered into on this 22nd day of
    December, 1986, by and between West*Mac Associates Limited
    Partnership, a Virginia limited partnership, hereinafter called
    “Landlord”, and The Federal Home Loan Mortgage
    Corporation, a federally chartered corporation hereinafter
    called “Tenant”.



 



    WITNESSETH, that for and in consideration of the rents, mutual
    covenants, and agreements hereinafter set forth, the parties
    hereto do hereby mutually agree as follows:



 




    1.  DEMISED
    PREMISES; TENANT IMPROVEMENTS.
    



 



    (A) Landlord does hereby lease to Tenant, and Tenant does
    hereby lease from Landlord, for the term and upon the conditions
    hereinafter provided, the building(s) located at the corner of
    Jones Branch Drive and International Drive in Tysons Corner,
    Virginia (hereinafter referred to as the “Building”),
    together with associated parking areas and the land legally
    described on Exhibit A attached hereto (the
    Building, parking areas and land being hereinafter referred to
    as the “Demised Premises”), subject to all easements,
    rights of way and encumbrances of record.



 



    (B) Tenant shall be responsible for constructing all the
    improvements to be made to the Demised Premises in connection
    with Tenant’s use and occupancy of the Building. Prior to
    commencing any such improvements, Tenant shall, at its own
    expense, secure all necessary building permits and shall comply
    with all applicable statutes, ordinances, rules and regulations.
    All improvements made to the Demised Premises and any equipment
    installed therein (except for Tenant’s trade fixtures)
    shall immediately become the property of Landlord and shall
    remain attached to the Demised Premises upon the expiration or
    sooner termination of this Lease and shall not be removed by
    Tenant, provided, however, that Tenant at its election may
    remove any such improvements or equipment upon such expiration
    or termination, provided Tenant restores any damage caused by
    such removal and the Building is in compliance with applicable
    building codes after such removal. Tenant may alter or change
    the exterior of the Building or the exterior of any parking
    structures, provided, however, that Tenant shall be obligated to
    restore such exteriors to their original condition upon the
    expiration or sooner termination of this Lease. Notwithstanding
    the foregoing, Tenant shall not make any alteration or
    improvement and shall not remove any property which requires the
    consent of the holder of any mortgage or deed of trust on the
    Property without obtaining such consent.



 




    2.  RENT
    



 



    (A) The minimum annual rent (“Basic Annual Rent”)
    payable hereunder for the first year of the term of this Lease
    shall be determined in accordance with the following formula:













 





 



    Total Cost of Building Shell for the Demised Premises (including
    land, but excluding 1.1 times construction period interest
    on land if drawn by the borrower)



 


			
	 	    ×  
	
    Mortgage Constant (as defined in Landlord’s Amended and
    Restated Limited Partnership Agreement) on the Permanent
    Financing for the Demised Premises

	 
	 	    ×  
	
    1.1




 



    Plus (+)



 



    1.1 × Construction Period Interest on Land



 


			
	 	    ×  
	
    Mortgage Constant on the Permanent Financing for the Demised
    Premises




 


			
	 	    =  
	
     Base Annual Rent




 



    For purposes of calculating the “Total Cost of Building
    Shell” the definition of Building Shell set forth in
    Exhibit B attached hereto shall be used. Basic Annual Rent
    shall be payable monthly, in advance, in installments of
    one-twelfth of Basic Annual Rent, with the first such monthly
    installment being due and payable on the Lease Commencement Date
    (as hereinafter defined) and the remaining monthly installments
    being due and payable on the first day of each calendar month
    following the Lease Commencement Date. Notwithstanding the
    foregoing, if the Lease Commencement Date falls on a day other
    than the first day of a calendar month, then the first monthly
    installment of Basic Annual Rent, which shall cover the period
    from the Lease Commencement Date to the last day of the calendar
    month during which the Lease Commencement Date occurs, shall be
    adjusted on a per diem basis. Basic Annual Rent shall be
    adjusted each year following the first Lease year as provided in
    Paragraph 5 hereof. Any sums owing to Landlord from Tenant
    pursuant to the terms of this Lease other than Basic Annual
    Rent, including, but not limited to, Operating Expenses and Real
    Estate Taxes shall be additional rent and may hereinafter be
    referred to as “Additional Rent”.



 



    (B) All monthly installments of Basic Annual Rent and
    Additional Rent shall be due and payable without notice or
    demand and shall not be subject to any deduction, set-off or
    counterclaim by Tenant. If Landlord shall at any time accept an
    installment of Basic Annual Rent after the same shall become due
    and payable, such acceptance shall not excuse a delay upon
    subsequent occasions, or constitute, or be construed as, a
    waiver of any of Landlord’s rights hereunder arising from
    such late payment.



 



    (C) Tenant agrees to pay each installment of Basic Annual
    Rent and all Additional Rent as and when due. If Tenant shall
    fail to pay any such rent on the due date therefor and if such
    failure shall cause a late payment or default by Landlord under
    any mortgage or deed of trust secured by the Demised Premises
    and if Landlord’s mortgagee shall assess and collect any
    penalty, fee or increased interest in connection therewith,
    Tenant shall reimburse all such amounts to Landlord.




    

    - 2 -








 






    (D) It is the intent of Landlord and Tenant that this shall
    be a “triple net” lease and Landlord shall not have
    any obligation with respect to operating and capital expenses
    and costs, including, but not limited to, insurance and real
    estate taxes incurred in connection with the operation and
    maintenance of the Demised Premises, Tenant agreeing to bear
    sole responsibility for all such costs, expenses and taxes.



 




    3.  TERM
    



 



    (A) The term of this Lease shall be for a period of twenty
    (20) years, commencing on the Lease Commencement Date and
    terminating at 11:59 p.m. on the date (the “Expiration
    Date”) immediately preceding the twentieth annual
    anniversary of the Lease Commencement Date. Notwithstanding the
    foregoing, if the Lease Commencement Date falls on a date other
    than the first day of a calendar month, then the Expiration Date
    shall be extended to the last day of the calendar month
    following the twentieth anniversary of the Lease Commencement
    Date.



 



    (B) For purposes of this Lease, the “Lease
    Commencement Date” shall be the first to occur of
    (i) Tenant’s actual occupancy of all or any portion of
    the Building, or (ii) six months after a final
    non-residential use permit for the shell of the Building is
    issued by the appropriate governmental authority.



 



    (C) If Tenant shall occupy less than all of the usable
    space in the Building after the Lease Commencement Date
    determined in accordance with
    Section 3(B)(i)
    above, the Basic Annual Rent shall be adjusted to reflect the
    portion of the Building actually occupied by Tenant, provided
    that in all events the total Basic Annual Rent provided for in
    this Lease shall be due and payable commencing on the date
    determined in accordance with
    Section 3(B)(ii)
    above.



 



    (D) From and after the date the Owner reasonably determines
    that the Demised Premises are ready for commencement of
    construction and installation of leasehold improvements, Tenant
    shall be entitled to enter the Demised Premises for the purpose
    of construction and installation of Tenant’s leasehold
    improvements. During said period, neither Tenant nor
    Tenant’s contractors shall interfere with work being
    performed at the Demised Premises by Landlord or Landlord’s
    contractor. Tenant shall be responsible for the cost of all
    utilities and scavenger service from and after the date the
    final non-residential use permit for the shell of the Building
    is issued by the appropriate governmental authority.



 




    4.  USE
    



 



    Tenant will use and occupy the Building solely for general
    office purposes and in accordance with applicable laws,
    ordinances and zoning regulations. The Building will not be used
    for any other purpose without the prior written consent of
    Landlord. Tenant will not use or occupy the Building for any
    unlawful purpose, and will comply with all present and future
    laws, ordinances, regulations, and orders of all governments,
    government agencies and any other public authority having
    jurisdiction over the Building.




    

    - 3 -








 







    5.  ADJUSTMENT
    OF BASIC ANNUAL RENT FOR COST OF LIVING INCREASES.
    



 



    (A) Commencing on the first anniversary of the Lease
    Commencement Date and thereafter on each successive anniversary
    of the Lease Commencement Date (each such anniversary shall, for
    purposes of this Paragraph, be referred to as the
    “Adjustment Date”) for the first ten (10) years
    of the term hereof, on the Adjustment Date the Basic Annual Rent
    (and the monthly installments thereof) shall be increased by an
    amount determined as follows: Basic Annual Rent shall be
    multiplied by a fraction, the denominator of which shall be the
    CPI (as hereinafter defined) for the most recently published
    period ending prior to the Lease Commencement Date, and the
    numerator of which shall be the difference between the CPI for
    the most recently published period immediately prior to the
    Lease Commencement Date and the CPI for the most recently
    published period immediately prior to the applicable Adjustment
    Date, multiplied by thirty percent (30%); provided, however,
    that in no event shall the Basic Annual Rent increase more than
    three percent (3%) on any Adjustment Date. Such increased Basic
    Annual Rent shall be the Basic Annual Rent payable hereunder
    until again adjusted as provided herein. Written notice of the
    amount of the adjusted Basic Annual Rent and the monthly
    installments thereof shall be delivered to Tenant by Landlord,
    although the payment of such increased Basic Annual Rent shall
    not be contingent upon the delivery of such notice and such
    increase shall be self effectuating.



 



    (B) For purposes of this Lease, the “CPI” shall
    be the Consumer Price Index for All Urban Consumers
    (CPI-U) — All Items (1967=100) for the
    Washington, D.C.-Md.-Va. metropolitan area prepared by the
    Bureau of Labor Statistics of the United States Department of
    Labor and published bi-monthly. If, during the term of this
    Lease, the CPI ceases to be published, then Landlord shall have
    the right to substitute another similar index generally
    recognized as authoritative by reconciling the base thereof with
    the base of the CPI. If the concept of the CPI is substantially
    changed but the index itself is retained with such substantial
    changes, Landlord shall have the right to make equitable
    adjustments in the published indices in order to fairly reflect
    what would have been future increases in the CPI had such
    substantial changes not been made.



 



    (C) Commencing with the tenth anniversary of the Lease
    Commencement Date, the Basic Annual Rent shall be adjusted so as
    to be ninety percent (90%) of then effective market rent for
    similar class office buildings in Tysons Corner or comparable
    markets. Said effective market rent shall be determined by
    excluding from the actual market rents for such similar class
    office buildings any amounts attributable to brokerage or
    leasing commissions, rent abatement or free rent periods and
    other marketing factors. Basic Annual Rent shall be adjusted
    over the remaining ten years of the Lease in accordance with
    market adjustments for leases of similar duration in effect on
    the tenth anniversary of the Lease Commencement Date. The
    effective market rent for similar properties shall be determined
    by appraisers selected by the partners of Landlord in accordance
    with Section 5.4(7) of Landlord’s Amended and Restated
    Limited Partnership Agreement. In no event shall the Basic
    Annual Rent payable in the eleventh year of the Lease be less
    than the Basic Annual Rent payable during the immediately
    preceding year.




    

    - 4 -








 







    6.  ASSIGNMENT
    AND SUBLETTING
    



 



    Tenant shall have the right, without the need for
    Landlord’s consent in any instance, to assign this Lease or
    sublet the Demised Premises or any portions thereof subject to
    this Lease and the terms and conditions hereof, on such terms
    and conditions as Tenant shall decide. In the event of an
    assignment of all or any portion of the Lease or a subletting of
    all or any portion of the Demised Premises, Tenant shall give
    Landlord notice of such assignment or subletting and Tenant
    shall remain fully liable for the obligations of Tenant under
    this Lease. Tenant will not mortgage or encumber this Lease.



 




    7.  MAINTENANCE
    BY TENANT
    



 



    Tenant shall keep the Demised Premises and the fixtures and
    equipment therein in clean, safe and sanitary condition, will
    take good care thereof, will suffer no waste or injury thereto,
    and shall at all times keep the Demised Premises in good order
    and repair including without limitation all necessary structural
    repairs and replacements. At the expiration or other termination
    of this Lease, Tenant shall surrender the Demised Premises broom
    clean and in the same order and condition in which it was upon
    completion of the tenant improvements, ordinary wear and tear
    accepted. Landlord shall have the right to enter upon the
    Demised Premises during regular business hours to ensure
    Tenant’s compliance with the terms and provisions of this
    Lease, and to cure any default by Tenant with regard to upkeep,
    maintenance and repair of the Demised Premises, and to exhibit
    the Demised Premises to prospective tenants during the last year
    of this Lease prior to the expiration of the term hereof or of
    any Extension Term (as hereinafter defined).



 




    8.  OPERATING
    COSTS AND REAL ESTATE TAXES.
    



 



    (a) Tenant shall, be responsible for all Operating Costs of
    the Demised Premises incurred in the operation, maintenance and
    repair of the Demised Premises. Tenant shall also be responsible
    for and shall pay directly to the appropriate taxing authority
    100% of all Real Estate Taxes imposed against the Demised
    Premises. It is intended that Landlord shall have no obligation
    for Operating Costs or Real Estate Taxes in connection with the
    Demised Premises and the same shall be borne solely by the
    Tenant.



 



    (b) The term “Operating Costs of the Demised
    Premises” is defined as any and all expenses incurred in
    connection with the operation, maintenance and repair (including
    structural repair and maintenance) of the Building and related
    exterior appurtenances, associated parking areas and land,
    including, but not limited to, utilities (whether they be
    electric, gas, telephone, water, sewer,
    and/or
    heat), char (cleaning) services, trash removal, landscaping, and
    repair and replacement costs, excluding only interest and
    amortization of mortgages and depreciation of the Building.



 



    (c) The term “Real Estate Taxes” shall mean the
    total amount of all taxes and assessments, general and special,
    ordinary and extraordinary, foreseen and unforeseen, of every
    kind, character or description, now or hereafter assessed, levied




    

    - 5 -








 






    or imposed upon the Demised Premises; together with any tax in
    the nature of a real estate tax or any tax on income if imposed
    in lieu of real estate taxes and assessments; any taxes and
    assessments which may hereafter be substituted for real estate
    taxes; and any taxes which may be imposed with respect to
    mortgage indebtedness on the Demised Premises. In the event that
    any business tax, rental tax or other taxes which are now or
    hereafter levied upon (i) Tenant’s use or occupancy of
    the Demised Premises, (ii) Tenant’s leasehold
    improvements, (iii) Tenant’s business at the Demised
    Premises, or (iv) Landlord by virtue of Tenant’s
    occupancy of the Demised Premises, are enacted, changed or
    altered so that any of such taxes are levied against Landlord,
    or in the event that the mode of collection of such taxes is
    changed so that Landlord is responsible for collection or
    payment of such taxes, any and all such taxes (and increases
    thereof) shall be included within the definition of Real Estate
    Taxes and Tenant shall pay the full amount of all of such taxes
    as provided in this Paragraph 8.



 



    (d) Tenant shall provide Landlord with copies of paid
    receipts for Real Estate Taxes and the insurance required by
    Section 9 hereof, at least five (5) prior to the due
    date thereof or the expiration of any required policy of
    insurance, as the case may be.



 


		
	
    9.  
    
	
    INSURANCE;
    DAMAGE TO THE BUILDING, THE DEMISED PREMISES, OR TENANT
    IMPROVEMENTS




 



    (A) Tenant agrees, at its sole cost and expense, at all
    times during the term of this Lease to keep the Demised Premises
    insured against loss or damage by fire, lightning, windstorm,
    hail, explosion, aircraft, vehicles and smoke, in an amount as
    reasonably determined by Landlord, with a full replacement cost
    endorsement. Tenant shall carry such other insurance as
    Landlord’s mortgagee may reasonably require. Tenant agrees
    that Landlord shall be named as an additional insured on such
    insurance policy, and that Landlord’s mortgagee shall be
    named as mortgagee therein pursuant to a standard mortgagee
    clause, naming mortgagee as loss payee.



 



    (B) Tenant agrees, at its sole cost and expense, to carry
    and keep in full force and effect at all times during the term
    of this Lease, a comprehensive general liability policy with
    single limit coverage of at least One Million Dollars
    ($1,000,000.00), including coverage for bodily injury, property
    damage and personal injury. Tenant agrees that Landlord and
    Landlord’s mortgagee shall be named as an additional
    insured on such insurance policy.



 



    (C) Tenant shall be responsible for insuring all personal
    property and equipment of Tenant within the Demised Premises.
    All personal property of the Tenant, its employees, agents,
    business invitees, licensees, customers, clients, family
    members, guests or trespassers in and on the Demised Premises
    shall be and remain on the Demised Premises at Tenant’s
    sole risk, and Landlord shall not be liable to such persons for
    any damage to, or for loss of, such personal property.



 



    (D) If the Demised Premises shall be damaged by fire or
    other casualty, Tenant, at Tenant’s expense, shall repair
    such damage. If the Demised Premises shall be damaged by
    fire or




    

    - 6 -








 






    other casualty there shall be no abatement of Basic Annual Rent
    or Additional Rent by reason of such damage and Tenant shall
    continue to pay such rent during any repair or rebuilding of the
    Demised Premises. Landlord hereby assigns to Tenant all
    warranties from any contractors, subcontractors and material
    suppliers received by Landlord in connection with construction
    of the Demised Premises, including all warranties on all
    equipment installed in the Demised Premises and Landlord shall
    assist Tenant in pursuing such warranties in the event any
    warrantied item or work shall prove faulty or defective.



 



    (E) All insurance policies required by the terms of
    Paragraph 9 to be carried by Tenant shall contain a
    provision to the effect that such policies cannot be cancelled
    or materially changed without at least thirty
    (30) days’ advance written notice to Landlord and
    Landlord’s mortgagee and shall be with companies approved
    by Landlord’s mortgagee. If Tenant fails to obtain any
    insurance it is required to obtain pursuant to this Lease after
    thirty (30) days’ notice, then Landlord may obtain
    such insurance, in which case the premium for such insurance
    shall be deemed additional rent due and payable from Tenant with
    the next regular installment of Basic Annual Rent.



 




    10.  ALTERATIONS
    AND ADDITIONS
    



 



    After completion of construction of Tenant’s initial
    improvements to the Demised Premises, Tenant will not make any
    alterations, additions or changes, in or to the Demised Premises
    without obtaining the prior written consent of Landlord. If
    Landlord’s consent is obtained, all work performed by
    Tenant must be done at Tenant’s sole cost and expense, in a
    good and workmanlike manner, by duly licensed contractors, in
    accordance with plans approved by Landlord and all applicable
    laws, ordinances, rules and regulations. In the event Landlord
    approves any alterations by Tenant, such work shall be commenced
    promptly, performed in accordance with the approved plans and
    specifications, and prosecuted diligently to completion. Any
    work performed by Tenant shall be subject to Landlord’s
    inspection and approval after completion to determine whether
    the same complies with the requirements of this Lease and the
    terms of Landlord’s approval.



 




    11.  TENANT’S
    CONTRACTOR’S INSURANCE
    



 



    Tenant shall require any contractor of Tenant performing work on
    the Building to carry and maintain, at no expense to Landlord
    the following insurance:



 



    (1) comprehensive general liability insurance, including
    contractor’s liability coverage, contractual liability
    coverage, completed operations coverage, broad form property
    damage endorsement and contractor’s protective liability
    coverage, to afford protection with limits for each occurrence
    of not less than One Million Dollars ($1,000,000.00) with
    respect to personal injury or death, and One Million Dollars
    ($1,000,000.00) with respect to property damage, such limits to
    be increased from time to time to the customary limits or as
    required by Landlord; and



 



    (2) worker’s compensation or similar insurance in form
    and amounts required by law.




    

    - 7 -








 







    12.  MECHANIC’S
    LIENS
    



 



    If any mechanic’s lien is filed against the Land or the
    Building or any portion thereof, for work claimed to have been
    done for or materials claimed to have been furnished to Tenant,
    such mechanic’s lien shall be discharged by Tenant, at its
    sole cost and expense, within fifteen (15) days from the
    filing of such lien, by the payment thereof or by filing any
    bond required by law to satisfy such lien. If Tenant shall fail
    to discharge any such mechanic’s lien as aforesaid,
    Landlord may, at its option, discharge the same and treat the
    cost thereof as Additional Rent payable with the monthly
    installment of Annual Rent next becoming due; it being hereby
    expressly covenanted and agreed that such discharge of any
    mechanic’s lien by Landlord shall not be deemed to waive or
    release the default of Tenant in not discharging the same.



 




    13.  SIGNS,
    ADVERTISEMENTS
    



 



    Tenant shall have complete control over all signs on the
    Building (both interior and exterior) subject only to applicable
    laws, ordinances and regulations governing the same.



 




    14.  DEFAULT
    OF TENANT
    



 



    If (i) Tenant shall fail to pay in full any monthly
    installment of Annual Rent within ten (10) days after
    written notice of such failure from Landlord (or any Partner of
    Landlord), or (ii) Tenant shall vacate, abandon or
    otherwise not occupy the Building, or (iii) Tenant shall
    violate or fail to perform any of the other conditions,
    covenants or agreements herein made by Tenant and such violation
    or failure shall continue for a period of thirty (30) days
    after written notice thereof from Landlord to Tenant (unless
    such violation is of a nature such that, in Landlord’s
    judgment, the passage of thirty (30) days would result in a
    material adverse effect to the Building or Landlord, in which
    event Landlord’s notice may specify a period of time
    shorter than thirty (30) days and there shall be no right
    to extension or postponement of such period), this Lease shall,
    at the option of Landlord, cease and terminate, any notice to
    quit or of Landlord’s intention to re-enter being hereby
    expressly waived, and Landlord may proceed to recover possession
    of the Building under and by virtue of the provisions of the
    laws of the State of Virginia or by such other proceedings,
    including re-entry and possession, as may be applicable. If
    Landlord elects to terminate this Lease, everything herein
    contained on the part of Landlord to be done and performed shall
    cease without prejudice to the right of Landlord to recover from
    Tenant all Annual Rent and other sums owing hereunder accrued up
    to the time of termination of this Lease or the recovery of
    possession of the Building by Landlord, whichever is later.
    Should this Lease be terminated prior to the Expiration Date by
    reason of Tenant’s default as hereinabove provided, or if
    Tenant shall abandon or vacate the Building before the
    Expiration Date, the Demised Premises may be relet by Landlord
    for such rent and upon such terms as Landlord may determine and,
    if the full Annual Rent and other sums owing hereunder shall not
    be realized by Landlord pursuant to such reletting, Tenant shall
    be liable for all damages sustained by Landlord, including,
    without limitation, deficiency in Annual Rent and other sums
    owing hereunder, reasonable attorneys’ fees, brokerage
    fees, and the expense of placing




    

    - 8 -








 






    the Building in first class rentable condition. Any damage or
    loss of Annual Rent and other sums owing hereunder sustained by
    Landlord may be recovered by Landlord, at Landlord’s
    option, at the time of such reletting, or in separate actions,
    or, at Landlord’s option, may be deferred until the
    expiration of the term of this Lease, in which event
    Landlord’s cause of action against Tenant shall not be
    deemed to have accrued until the Expiration Date. The provisions
    contained in this Paragraph 14 shall be in addition to and
    shall not prevent the enforcement of any claim Landlord may have
    against Tenant for anticipatory breach of the unexpired term of
    this Lease.



 




    15.  WAIVER
    



 



    If under the provisions hereof Landlord shall institute
    proceedings and a compromise or settlement thereof shall be
    made, the same shall not constitute a waiver of any covenant
    herein contained nor of any of Landlord’s rights hereunder
    except as set forth in such compromise or settlement. No waiver
    by Landlord of any breach of any covenant, condition, or
    agreement herein contained shall operate as a waiver of any
    future breach of such covenant, condition or agreement. No
    payment by Tenant or receipt by Landlord of a lesser amount than
    the monthly installment of Annual Rent then due shall be deemed
    to be other than on account of the earliest stipulated Annual
    Rent, nor shall any endorsement or statement on any check or
    letter accompanying a check for payment of Annual Rent be deemed
    an accord and satisfaction and Landlord may accept such check or
    payment without prejudice to Landlord’s right to recover
    the balance of such Annual Rent or to pursue any other remedy
    provided in this Lease. No re-entry by Landlord and no
    acceptance by Landlord of keys from Tenant shall be considered
    an acceptance of a surrender of this Lease.



 




    16.  SUBORDINATION
    



 



    (A) This Lease is subject and subordinate to the lien of
    any and all mortgages (which term “mortgages”, for
    purposes of this Lease, includes any security instrument
    securing financing upon the Demised Premises or any portion
    thereof) which may now or hereafter encumber or otherwise affect
    the Demised Premises and to all and any renewals, extensions,
    modifications, recastings or refinancings thereof. In
    confirmation of such subordination, Tenant shall, at
    Landlord’s request, promptly execute any requisite or
    appropriate certificate or other document. Tenant agrees that in
    the event that any proceedings are brought for the foreclosure
    of any such mortgage, Tenant shall attorn to the purchaser at
    such foreclosure sale, if requested to do so by such purchaser,
    and shall recognize such purchaser as the Landlord under this
    Lease, and Tenant waives the provisions of any statute or rule
    of law, now or hereafter in effect, which may give or purport to
    give Tenant any right to terminate or otherwise adversely affect
    this Lease and the obligations of Tenant hereunder in the event
    that any such foreclosure proceeding is prosecuted or completed.



 



    (B) If the Demised Premises, or any part thereof is at any
    time subject to a mortgage and in connection with such mortgage,
    this Lease or the rentals under this Lease, are assigned to the
    mortgagee, trustee or beneficiary under such mortgage, and
    Tenant is given written notice thereof, including the post office




    

    - 9 -








 






    address of such assignee, then Tenant shall not terminate this
    Lease for any default on the part of the Landlord without first
    giving written notice by certified or registered mail, return
    receipt requested, to such assignee specifying the default in
    reasonable detail, and affording such assignee a reasonable
    opportunity to cure such default of Landlord, at its election,
    for and on behalf of the Landlord.



 




    17.  CONDEMNATION
    



 



    If the whole or a substantial part of the Building shall be
    taken or condemned by any governmental authority for any public
    or quasi-public use or purpose, then the term of this Lease
    shall cease and terminate as of the date when title vests in
    such governmental authority, and Tenant shall have no claim
    against Landlord or the condemning authority for any portion of
    the amount that may be awarded as damages as a result of such
    taking or condemnation or for the value of any unexpired term of
    the Lease. Tenant may make a separate claim against the
    condemning authority for a separate award for the value of all
    improvement installed or constructed in the Building by Tenant
    and any of Tenant’s tangible personal property and trade
    fixtures or consequential damages as may be allowed by law,
    provided that the awards for such claims are made by the
    applicable adjudicatory body in addition to, and separate from,
    the award made by such adjudicatory body for the Land, Building
    or portions thereof so taken. If less than a substantial part of
    the Building is taken or condemned by any governmental authority
    for any public or quasi-public use or purpose, the monthly
    installments of Basic Annual Rent due hereunder shall be
    equitably adjusted on the date when title vests in such
    governmental authority and the Lease shall otherwise continue in
    full force and effect. For purposes of this Paragraph 17 a
    substantial part of the Building shall be considered to have
    been taken if more than fifty percent (50%) of the Building is
    unusable by Tenant.



 




    18.  INDEMNIFICATION
    



 



    Tenant hereby indemnifies and agrees to save harmless Landlord
    and any mortgagee of the Leased Premises from and against any
    and all claims expenses, losses, liabilities or obligations
    (including reasonable attorneys’ fees) which do not result
    from the gross negligence of Landlord or Landlord’s
    employees and which (i) arise from or in connection with
    the possession, use or control of the Demised Premises by Tenant
    or Tenant’s concessionaires, licensees, guests, customers,
    agents, employees, or trespassers, or (ii) arise from or in
    connection with the performance of, or the failure to perform,
    Tenant’s initial improvements or subsequent alterations in
    or to the Demised Premises, or (iii) arise from or are in
    connection with any act or omission of Tenant or Tenant’s
    agents, employees, invitees, licensees or customers, or
    (iv) result from any default, breach, violation or
    non-performance
    by Tenant of this Lease or of any provision hereof, or
    (v) result in injury to persons or property or loss of life
    sustained in, on or about the Demised Premises. Tenant shall, at
    its own cost and expense, defend any and all actions, suits and
    proceedings which may be brought against Landlord
    and/or any
    mortgagee of the Demised Premises with respect to the foregoing
    or in which they may be impleaded. Tenant shall pay, satisfy and
    discharge any and all judgments, orders and decrees which may be




    

    - 10 -








 






    recovered against Landlord and/or any such mortgagee in
    connection with the foregoing.



 




    19.  NO
    PARTNERSHIP
    



 



    Nothing contained in this Lease shall be deemed or construed to
    create a partnership, or joint venture of or between Landlord
    and Tenant, or to create any other relationship between the
    parties hereto other than that of Landlord or Tenant.



 




    20.  NO
    REPRESENTATIONS BY LANDLORD
    



 



    Neither Landlord nor any agent or employee of Landlord has made
    any representations or promises with respect to the Building
    except as herein expressly set forth, and no rights, privileges,
    easements or licenses are required by Tenant except as herein
    set forth. Landlord represents that the Building will be
    constructed in a good and workmanlike manner.



 




    21.  BROKERS
    



 



    Landlord and Tenant represent and warrant to each other that it
    has not employed a broker in carrying on the negotiations
    relating to this Lease. Landlord shall indemnify and hold Tenant
    harmless, and Tenant shall indemnify and hold Landlord harmless,
    from and against any cost, liability or expense (including
    attorneys’ fees and disbursements) incurred as a result of
    the assertion(s) or claim(s) by any person, firm or entity for
    brokerage or other commissions, finder’s fees or any other
    compensation arising (i) from or out of any breach of the
    foregoing representations and warranties by Landlord or Tenant,
    whichever the case may be,
    and/or
    (ii) as a result of the acts of Tenant or any of its
    employees, agents or representatives.



 




    22.  NOTICES
    



 



    All notices or other communications hereunder shall be in
    writing and shall be deemed duly given if delivered in person or
    by certified or registered mail, return receipt requested,
    first-class, postage prepaid, (i) if to Landlord, at
    c/o The
    Federal Home Loan Mortgage Corporation, 1771 Business Center
    Drive, Reston, Virginia 22090, with a copy to Westpark
    Associates Limited Partnership, 1600 Anderson Road, McLean,
    Virginia 22102, Attention: Gerald T. Halpin, and (ii) if to
    Tenant, at the Building. The party to receive notices and the
    place notices are to be sent for either Landlord or Tenant may
    be changed by a party by giving notice to the other party in
    accordance with the provisions of this Paragraph 22.



 




    23.  ESTOPPEL
    CERTIFICATES
    



 



    Tenant agrees, at any time and from time to time, upon not less
    than five (5) days prior written notice by Landlord, to
    execute, acknowledge and deliver to Landlord a statement in
    writing (i) certifying that this Lease is unmodified and in
    full force and effect (or if there have been modifications, that
    the Lease is in full force and effect as modified and stating the




    

    - 11 -








 






    modifications), (ii) stating the dates to which the Annual
    Rent and other charges hereunder have been paid by Tenant,
    (iii) stating whether Landlord is in default in the
    performance of any covenant, agreement or condition contained in
    this Lease, and, if so, specifying each such default,
    (iv) stating the address to which notices to Tenant should
    be sent, and (v) stating that it has not paid any monthly
    installment of Annual Rent more than thirty (30) days in
    advance (or if it has paid any monthly installment of Annual
    Rent more than thirty (30) days in advance, specifying the
    amount of such advance) and (vi) that this Lease has not
    been amended (or if it has been amended, specifying the manner
    in which it has been amended). Any such statement delivered
    pursuant hereto may be relied upon by any owner of the Building,
    any prospective purchaser of the Building, any mortgagee or
    prospective mortgagee of the Building or of Landlord’s
    interest, or any prospective assignee of any mortgage
    encumbering the Building.



 




    24.  HOLDING
    OVER
    



 



    In the event that Tenant shall not immediately surrender the
    Demised Premises on the Expiration Date or any extension
    thereof, Tenant shall, by virtue of the provisions hereof,
    become a month-to-month Tenant at a monthly Basic Annual Rent
    equal to the then current market rent for similar properties, as
    Landlord shall determine, which said monthly tenancy shall
    commence with the first day after the expiration of the term of
    this Lease. The Tenant, as a month to month tenant, shall be
    subject to all of the conditions and covenants of this Lease as
    though the same had originally been a month to month tenancy. In
    the event of such month to month tenancy, Tenant shall give to
    Landlord at least thirty (30) days written notice of any
    intention to quit the Building, and Tenant shall be entitled to
    thirty (30) days written notice to quit the Building,
    except in the event of nonpayment of Basic Annual Rent in
    advance, in which event Tenant shall not be entitled to any
    notice to quit, the usual thirty (30) days notice to quit
    being hereby expressly waived. Notwithstanding the foregoing, if
    at any time either prior to the expiration date of this Lease or
    after Tenant shall become a month-to-month tenant, Landlord
    shall give Tenant written notice stating that Landlord has
    another potential tenant for the Demised Premises and naming
    said Tenant, and Tenant shall fail to quit the Demised Premises
    on the expiration date of this Lease or thirty (30) days
    after receipt of the notice, whichever is later, then Tenant
    shall be liable to Landlord for all damages resulting from
    Tenant’s failure to quit the Demised Premises as required.



 




    25.  WARRANTIES
    AND COVENANTS OF LANDLORD AND TENANT
    



 



    (A) Landlord covenants that it has the right to make this
    Lease for the term aforesaid, and that if Tenant shall pay the
    Annual Rent and perform all of the covenants, terms and
    conditions under this Lease to be performed by Tenant, Tenant
    shall, during the term hereby created, freely, peaceably and
    quietly occupy and enjoy the full possession of the Building
    without molestation or hindrance by Landlord or any party
    claiming through or under Landlord.



 



    (B) Tenant covenants, represents and warrants that
    (i) Tenant is a federally chartered corporation, duly
    organized,




    

    - 12 -








 






    validly existing and in good standing; Tenant has all necessary
    power and authority and has obtained all necessary governmental
    approvals (if applicable) to enter into and perform all of its
    obligations under this Lease, (iii) neither the execution and
    delivery of this Lease will result in any violation of the terms
    of the Articles of Incorporation or bylaws, or other
    organizational or governing documents of Tenant.



 




    26.  BANKRUPTCY
    OF TENANT
    



 



    (A) The following shall be Events of Bankruptcy under this
    Lease:



 



    (1) Tenant’s becoming insolvent, as that term is
    defined under the Bankruptcy Code, or under the insolvency laws
    of any state, district, commonwealth or territory of the United
    States (the “Insolvency Laws”);



 



    (2) The appointment of a receiver or custodian for any or
    all of Tenant’s property or assets, or the institution of a
    foreclosure action upon any of Tenant’s real or personal
    property;



 



    (3) The filing of a voluntary petition under the provisions
    of the Bankruptcy Code or Insolvency Laws;



 



    (4) The filing of an involuntary petition against Tenant as
    the subject debtor under the Bankruptcy Code or Insolvency Laws,
    which either (i) is not dismissed within seventy-five
    (75) days of filing, or (ii) results in the issuance
    of an order for relief against the debtor; or



 



    (5) Tenant’s making or consenting to an assignment for
    the benefit of creditors or a common law composition of
    creditors.



 



    (B) (1) Upon occurrence of an Event of Bankruptcy,
    Landlord shall have all rights and remedies available to
    Landlord pursuant to Paragraph 15 hereof; provided that
    while a case in which Tenant is the subject debtor under the
    Bankruptcy Code is pending and only for so long as Tenant or its
    Trustee in Bankruptcy (hereinafter referred to as
    “Trustee”) is in compliance with the provisions of
    Paragraph 26(B)(2)
    and (3) below, Landlord shall not exercise its rights and
    remedies pursuant to Paragraph 15 hereof.



 



    (2) In the event Tenant becomes the subject debtor in a
    case pending under the Bankruptcy Code, Landlord’s right to
    terminate this Lease pursuant to Paragraph 26(B)(1) shall
    be subject to the rights of Trustee to assume or assign this
    Lease. Trustee shall not have the right to assume or assign this
    Lease unless Trustee promptly (i) cures all defaults under
    this Lease, (ii) compensates Landlord for monetary damages
    incurred as a result of such defaults, and (iii) provides
    adequate assurance of future performance on the part of Tenant
    as debtor in possession or on the part of the assignee tenant.



 



    (3) In the event Tenant is unable to (i) cure its
    defaults, (ii) reimburse the Landlord for its monetary
    damages, (iii) pay the Annual Rent due under this Lease and
    all other payments required of Tenant under this Lease on time
    (or within




    

    - 13 -








 






    five (5) days of the due date) or (iv) meet the criteria and
    obligations imposed by Paragraph 26(B)(2) above, Tenant
    agrees in advance that it has not met its burden to provide
    adequate assurance of future performance, and this Lease may be
    terminated by Landlord in accordance with
    Paragraph 26(B)(1) above.



 




    27.  GENDER
    



 



    Feminine or neuter pronouns shall be substituted for those of
    the masculine form and the plural shall be substituted for the
    singular number in any place or places herein in which the
    context may require such substitution or substitutions.



 




    28.  BENEFIT
    AND BURDEN
    



 



    The provisions of this Lease shall be binding upon and shall
    inure to the benefit of the parties hereto and each of their
    respective representatives, successors and assigns.



 




    29.  GOVERNING
    LAW
    



 



    This Lease and the rights and obligations of Landlord and Tenant
    hereunder shall be governed by the laws of the Commonwealth of
    Virginia.



 




    30.  RENEWAL
    OPTIONS
    



 



    Subject to the provisions of this Paragraph, Tenant shall have
    the right to extend the initial term of this Lease on the same
    terms and conditions as provided in this Lease (except for Basic
    Annual Rent, as hereinbelow provided) for four
    (4) consecutive “Extension Terms” of five
    (5) years each commencing upon the expiration of the
    initial term of this Lease. The Basic Annual Rent for the
    Extension Terms shall be equal to ninety (90%) percent of the
    then effective market rent for similar class office buildings
    determined in the same manner and in accordance with the same
    terms and conditions as provided for in determining the Basic
    Annual Rent for the eleventh lease year in
    paragraph 5(C)
    above and shall escalate annually during each Extension Term in
    accordance with current market adjustments for leases of similar
    duration in effect on the commencement of the applicable
    Extension Term. In the event Tenant elects not to extend the
    term of this Lease, Tenant shall vacate the Demised Premises on
    the Expiration Date. Tenant shall give Landlord written notice
    of its intention, if any, to extend the term of this Lease at
    least one (1) year prior to the Expiration Date or the
    expiration date of the current Extension Term, as the case may
    be. Tenant’s right to extend the term of this Lease shall
    be subject to Tenant not being in default in the payment of rent
    and not otherwise being in default under this Lease (i) at
    the time Tenant exercises its option to extend and
    (ii) from the time Tenant exercises its option to extend
    until the date of commencement of the Extension Term in question.




    

    - 14 -








 






    IN WITNESS WHEREOF, Landlord and Tenant have hereunto affixed
    their hands and seals as of the date first above written.



 


	 	 	 	 	 
	
 
	
 
	
    LANDLORD:


	
 
	
 
	
     

    WEST*MAC ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited
    partnership

	
 
	
 
	
 
	
 
	
 

	
    ATTEST:
	
 
	
    By: 
	
 
	
    THE FEDERAL HOME LOAN MORTGAGE CORPORATION, a federally
    chartered corporation, General Partner

	
     
	
 
	
 
	
 
	
 

	
        


    
[Corporate
    Seal]
	
 
	
 
	
 
	

By:  /s/  Leland Brendsel







Name:  Leland Brendsel






Title:  President





	
 
	
 
	
 
	
 
	
 

	
    ATTEST:
	
 
	
    By: 
	
 
	
    WEST*PARK MANAGEMENT COMPANY, a Virginia Corporation, General
    Partner

	
     
	
 
	
 
	
 
	
 

	
        


    
[Corporate
    Seal]
	
 
	
 
	
 
	

By:  /s/  G. T. Halpin







Name:  G. T. Halpin






Title:  President





	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    TENANT:


	
     

    ATTEST:
	
 
	
     

    THE FEDERAL HOME LOAN MORTGAGE CORPORATION, a federally
    chartered corporation

	
     
	
 
	
 
	
 
	
 

	
        


    
[Corporate
    Seal]
	
 
	

    By:  /s/  Leland
    Brendsel


    




	
 
	
 
	

    Name:  Leland Brendsel

    




	
     
    
	
 
	
 
	
 
	
 

	
 
	
 
	

    Title:  President

    













    

    - 15 -








 





 




    EXHIBIT A



 


 



    BEGINNING AT A POINT on the northern right of way of JONES
    BRANCH DRIVE, ROUTE #5062, 100 feet wide, said point
    being N85°53’13”E 860.20 feet from the
    intersection of the northern right of way of JONES BRANCH DRIVE
    and the eastern right of way of SPRINGHILL ROAD,
    ROUTE #684, variable width.



 



    THENCE from said point of beginning through the land of WESTPARK
    ASSOCIATES, N04°06’47”W 370.89 feet to a
    point on the southern right of way of DULLES AIRPORT ACCESS
    ROAD, variable width.



 



    THENCE with said southern right of way of DULLES AIRPORT ACCESS
    ROAD the following courses and distances:
    N76°58’59”E 193.21 feet to a point;
    S89°44’26”E 225.50 feet to a point;
    N03°33’17”W 30.47 feet to a point;
    N86°51’35”E 541.33 feet to a point;
    S76°55’52”E 154.64 feet to a point;
    N13°30’08”E 45.06 feet to a point.



 



    THENCE leaving said southern right of way of DULLES AIRPORT
    ACCESS ROAD and proceeding through the land of WESTPARK
    ASSOCIATES S03°08’05”E 595.81 feet to a
    point on the aforementioned northern right of way of JONES
    BRANCH DRIVE.



 



    THENCE with said northern right of way of JONES BRANCH DRIVE the
    following courses and distances: N77°22’06”W
    364.51 feet to a point; 610.32 feet along the arc of a
    curve to the left, having a radius of 2,109.71 feet, a
    chord of 488.77 feet, and a chord bearing of
    N84°01’13”W to a point;
    S85°53’13”W 157.75 feet to the point of
    beginning and containing 511,000 square feet of land or
    11.7309 acres of land.













 







    EXHIBIT B



 


 



    “Building Shell” shall include the following items:



 


			
	 	    –   
	
    All Fire Rated Building Assemblies

	 
	 	    –   
	
    Branch Panels with Risers to Main Distribution Panels plus
    Distribution to General Building Lighting except Fixtures,
    Fixture Wiring to Junction Boxes and Individual Light Switches

	 
	 	    –   
	
    Public Toilets & Water Fountains, and Plumbing Fixtures

	 
	 	    –   
	
    Complete Fire Protection System to Include but not Limited to
    Sprinklers, Standpipes, Automatic Fire Alarm &
    Annunciation

	 
	 	    –   
	
    Telephone Conduit Riser System

	 
	 	    –   
	
    Plumbing Risers (Sanitary, Hot and Cold Domestic Water, Vent)

	 
	 	    –   
	
    Base Emergency Power and Light System Required by Code,
    Including Exit Signs

	 
	 	    –   
	
    HVAC System to Include Air Handlers, Cooling Towers, Chillers,
    Exhaust Fans, Main Distribution Duct Work (Tapped and Capped)
    Pneumatic Air Line Mains, and All Required Vertical Ductwork and
    Shafts. HVAC System shall Include All Primary Equipment Control
    Wiring, Fire Dampers, Smoke Detectors and Smoke Removal
    Components if Applicable.

	 
	 	    –   
	
    Exterior Doors/Frames/Hardware

	 
	 	    –   
	
    Exterior Windows

	 
	 	    –   
	
    Mechanical Housekeeping Pads and Supporting Structure

	 
	 	    –   
	
    Site Lighting

	 
	 	    –   
	
    Parking (Structured and Surface)

	 
	 	    –   
	
    Site Utilities and Connections (Electric, Sanitary Sewer, Storm
    Sewer, Water, Gas and Telephone)

	 
	 	    –   
	
    Site Preparation (Grading and Landscaping)

	 
	 	    –   
	
    Exterior Enclosure (Walls/Roof)

	 
	 	    –   
	
    All Work Required to Obtain Shell Certificate of Non-Residential
    Use (Shell Occupancy Permit)




 



    For the purposes of clarification, although not meant as an
    exclusive list, the following items shall not be included in the
    definition of “Building Shell”, except that work
    required to obtain Shell Certificate of Non-Residential use
    (Shell Occupancy Permit) and that work installed with shell
    construction for the convenience of the Owner:



 


			
	 	    –   
	
    Interior Partitions

	 
	 	    –   
	
    Interior Doors/Frames/Hardware

	 
	 	    –   
	
    Access Flooring

	 
	 	    –   
	
    Floor Finishes

	 
	 	    –   
	
    Furniture (Movable and Built-in)

	 
	 	    –   
	
    Audio-Visual Equipment and Connections

	 
	 	    –   
	
    Food Service Equipment and Connections

	 
	 	    –   
	
    Ceiling Finish














 





 


			
	 	    –   
	
    Office Light Fixtures, Installation and Connection to Lighting
    Grid and Light Switches

	 
	 	    –   
	
    Power Outlets, Installations and Connection to Power Grid

	 
	 	    –   
	
    Fire/Security/AIC Integrated CCMS System if Supplementary to
    Building Fire Protection System

	 
	 	    –   
	
    Halon System if Supplementary to a Complete Building Fire
    Protection System

	 
	 	    –   
	
    Blinds/Draperies/Window Coverings

	 
	 	    –   
	
    PBX Equipment/Rough-ins

	 
	 	    –   
	
    Plumbing Branch Piping from Risers (Sanitary, Hot and Cold
    Domestic Water, Vent)

	 
	 	    –   
	
    VAV Boxes, Diffusers, Registers and Grills/Connections to Main
    Distribution Ductwork and Control Mains

	 
	 	    –   
	
    Wall Finishes

	 
	 	    –   
	
    Special Mechanical (Such as Computers)





    

    - 2 -