FIXED RATE NOTE


		
	$45,000,000.00	May 4, 2005





        FOR
VALUE RECEIVED, 4250 N. FAIRFAX OWNER, LLC, a Delaware limited liability company
(hereinafter referred to as “Borrower”), promises to pay to the order of
JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United
States of America, its successors and assigns (hereinafter referred to as “Lender”),
at the office of Lender or its agent, designee, or assignee at 270 Park Avenue, New York,
New York 10017, Attention: Loan Servicing, or at such place as Lender or its agent,
designee, or assignee may from time to time designate in writing, the principal sum of
FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), in lawful money of the United
States of America, with interest thereon to be computed on the unpaid principal balance
from time to time outstanding at the Applicable Interest Rate (hereinafter defined) at
all times except during the continuance of an Event of Default (as defined in the
Security Instrument [hereinafter defined]), and to be paid in installments as set forth
below. Unless otherwise herein defined, all initially capitalized terms shall have the
meanings given such terms in the Security Instrument.  



1. PAYMENT TERMS



        Principal
and interest due under this Note shall be paid as follows: 



        (a)    a
payment of interest only on the date hereof for the period from the date hereof
through May 31, 2005, both inclusive;  



        (b)    a
payment of interest only on the first day of July, 2005 and on the first day of
each month up to and including May 31, 2012; and  



        (c)    the
principal sum hereunder remaining unpaid, together with accrued and unpaid
interest and any other amounts due under this Note shall be due and payable on
the first day of June, 2012 or upon earlier maturity hereof whether by
acceleration or otherwise (the “Maturity Date”). Interest on
the principal sum of this Note shall be calculated on the basis of a three
hundred sixty (360) day year and paid for the actual number of days elapsed.
All amounts due under this Note shall be payable without setoff, counterclaim
or any other deduction whatsoever.  



2. INTEREST



        The
term “Applicable Interest Rate” means from the date of this Note through
and including the Maturity Date, a rate of five and 195/1000 percent (5.195%) per annum. 









3.  SECURITY 



        This
Note is secured by, and Lender is entitled to the benefits of, the Security Instrument,
the Assignment, the Environmental Agreement, and the other Loan Documents (hereinafter
defined). The term “Security Instrument” means the Deed of Trust and
Security Agreement dated the date hereof given by Borrower for the use and benefit of
Lender covering the estate of Borrower in certain premises as more particularly described
therein (which premises, together with all properties, rights, titles, estates and
interests now or hereafter securing the Debt and/or other obligations of Borrower under
the Loan Documents, are collectively referred to herein as the
“Property”). The term “Assignment” means the Assignment
of Leases and Rents of even date herewith executed by Borrower in favor of Lender. The
term “Environmental Agreement” means the Environmental Indemnity
Agreement of even date herewith executed by Borrower in favor of Lender. The term
“Loan Documents” refers collectively to this Note, the Security
Instrument, the Assignment, the Environmental Agreement, and any and all other documents
executed in connection with this Note or now or hereafter executed by Borrower and by or
in favor of Lender, which wholly or partially secure or guarantee payment of this Note or
pertain to indebtedness evidenced by this Note. 



4.  LATE
FEE 



        If
any installment payable under this Note (including the final installment due on the
Maturity Date) is not received by Lender prior to the fifth (5th) calendar day
after the same is due (without regard to any other applicable cure and/or notice period),
Borrower shall pay to Lender upon demand an amount equal to the lesser of (a) five percent
(5%) of such unpaid sum or (b) the maximum amount permitted by applicable law, to defray
the expenses incurred by Lender in handling and processing such delinquent payment and to
compensate Lender for the loss of the use of such delinquent payment, and such amount
shall be secured by the Loan Documents. 



5.  DEFAULT
AND ACCELERATION 



        So
long as an Event of Default exists, Lender may, at its option, without notice or demand to
Borrower, declare the Debt immediately due and payable. All remedies hereunder, under the
Loan Documents and at law or in equity shall be cumulative. In the event that it should
become necessary to employ counsel to collect the Debt or to protect or foreclose the
security for the Debt or to defend against any claims asserted by Borrower arising from or
related to the Loan Documents, Borrower also agrees to pay to Lender on demand all costs
of collection or defense incurred by Lender, including reasonable attorneys’ fees for
the services of outside counsel whether or not suit be brought. 



6.  DEFAULT
INTEREST



        Upon
the occurrence of an Event of Default Borrower shall pay interest on the entire unpaid
principal sum and any other amounts due under the Loan Documents at the rate equal to the
lesser of (a) the maximum rate permitted by applicable law, or (b) the greater of (i) five
percent (5%) above the Applicable Interest Rate or (ii) five percent (5%) above the Prime
Rate (hereinafter defined), in effect at the time of the occurrence of the Event of
Default (the “Default Rate”). The term “Prime Rate”
means the prime rate reported in the Money Rates section of 



2 







The Wall Street Journal. In
the event that The Wall Street Journal should cease or temporarily interrupt
publication, the term “Prime Rate” shall mean the daily average prime
rate published in another business newspaper, or business section of a newspaper, of
national standing and general circulation chosen by Lender. In the event that a prime
rate is no longer generally published or is limited, regulated or administered by a
governmental or quasi-governmental body, then Lender shall select a comparable interest
rate index which is readily available and verifiable to Borrower but is beyond Lender’s
control. The Default Rate shall be computed from the occurrence of the Event of Default
until the actual receipt and collection of a sum of money determined by Lender to be
sufficient to cure the Event of Default. Amounts of interest accrued at the Default Rate
shall constitute a portion of the Debt, and shall be deemed secured by the Loan
Documents. This clause, however, shall not be construed as an agreement or privilege to
extend the date of the payment of the Debt, nor as a waiver of any other right or remedy
accruing to Lender by reason of the occurrence of any Event of Default.  



7.  PREPAYMENT 



        (a)    The
principal balance of this Note may not be prepaid in whole or in part (except with
respect to the application of casualty or condemnation proceeds) prior to the Maturity
Date. If during the continuance of any Event of Default, Borrower shall tender prepayment
of principal to Lender or Lender shall receive proceeds (whether through foreclosure or
the exercise of the other remedies available to Lender under the Security Instrument or
the other Loan Documents), Borrower shall pay in addition to interest accrued and unpaid
on the principal balance of this Note and all other sums then due under this Note and the
other Loan Documents a prepayment consideration in an amount equal to the greater of (A)
one percent (1%) of the outstanding principal balance of this Note at the time such
payment or proceeds are received, or (B) (x) the present value as of the date such
payment or proceeds are received of the remaining scheduled payments of principal and
interest from the date such payment or proceeds are received through the Maturity 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.
The term “Discount Rate” means the rate which, when compounded monthly,
is equivalent to the Treasury Rate (as hereinafter defined), when compounded
semi-annually. The term “Treasury Rate” means the yield calculated by
the linear 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 the
payment or such 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.) Lender shall notify Borrower of the amount and the basis
of determination of the required prepayment consideration, which shall be conclusive
except in the case of manifest error. Notwithstanding the foregoing, Borrower shall have
the additional privilege to prepay the entire principal balance of this Note (together
with any other sums constituting the Debt) on any scheduled payment date occurring on or
after that date which is one (1) month preceding the Maturity Date without any fee or
consideration for such privilege. Anything contained in this Section 7 to the
contrary notwithstanding, if (i) no Event of Default shall exist and be continuing and
(ii) Borrower shall not be entitled to receive the condemnation award or casualty
proceeds for restoration pursuant to the Security Instrument and, as a result, Lender
shall have elected to apply such condemnation award or casualty proceeds to the
prepayment of 



3








the Debt (as provided in the
Security Instrument), then Borrower shall have the right, on the next occurring date that
a payment is due under this Note following the date on which Lender actually receives any
such condemnation award or casualty proceeds, to prepay the remaining balance of the Debt
without any prepayment consideration or penalty.  



        (b)
 If the prepayment results from the application to the Debt of the casualty or
condemnation proceeds from the Property or Borrower’s right to prepay the Loan after
a casualty or condemnation pursuant to Article 3 of the Security Instrument, no
prepayment consideration will be imposed. Partial prepayments of principal resulting from
the application of casualty or condemnation proceeds to the Debt shall not change the
amounts of subsequent monthly installments nor change the dates on which such
installments are due, unless Lender shall otherwise agree in writing.  



        (c)
 (i) Notwithstanding any provision of this Section 7 to the contrary, at any
time after the earlier of (1) the date which is two 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,” within the meaning of Section 860D of the Code,
that holds this Note, and (2) a regularly scheduled payment date on or after that date
which is three (3) years after the date of the first monthly payment due under Section
1(b), and provided no Event of Default (or any event which with the passage of time
or the giving of notice, or both, could become an Event of Default) is continuing under
the Security Instrument or under any of the Loan Documents, Borrower may cause the
release of the Property (in whole but not in part) from the lien of the Security
Instrument and the other Loan Documents upon the satisfaction of the following conditions
precedent:  



	  	        (A)
 not less than sixty (60) days prior written notice to Lender specifying a regularly
scheduled payment date (the “Release Date”) on which the Defeasance
Deposit (hereinafter defined) is to be made;  








	  	        (B)
 the payment to Lender of interest accrued and unpaid on the principal balance of
this Note to and including the Release Date;  








	  	        (C)
 the payment to Lender of all other sums, not including scheduled interest or
principal payments, due under this Note, the Security Instrument and the other Loan
Documents;  








	  	        (D)
 the payment to Lender of the Defeasance Deposit (defined below); and  








	  	        (E)
 the delivery to Lender of:  








	  	        (1)
 a security agreement, in form and substance satisfactory to Lender, creating a
first priority lien on the Defeasance Deposit and the U.S. Obligations (hereinafter
defined) purchased on behalf of Borrower with the Defeasance Deposit in accordance with
this subparagraph (the “Security Agreement”);  








4








	  	        (2)  a release of the Property from the lien
of the Security Instrument (for execution by Lender) in a form appropriate for the
jurisdiction in which the Property is located;  








	  	        (3)
 an officer’s certificate of Borrower certifying that the requirements set
forth in this subparagraph (i) have been satisfied;  








	  	        (4)
 an opinion of counsel for Borrower in form satisfactory to Lender stating, among
other things, that defeasance of this Note will not cause any adverse consequences to any
REMIC holding the Loan or the holders of any securities issued by the REMIC or result in
a taxation of the income from the Loan to such REMIC or cause a loss of REMIC status, and
that Lender has a perfected first priority security interest in the Defeasance Deposit
and the U.S. Obligations purchased by Lender on behalf of Borrower;  








	  	        (5)
 an opinion of a certified public accountant acceptable to Lender to the effect that
the Defeasance Deposit is adequate to provide payment on or prior to, but as close as
possible to, all successive scheduled payment dates after the Release Date upon which
interest and principal payments are required under this Note (including the amounts due
on the Maturity Date) and in amounts equal to the scheduled payments due on such dates
under this Note;  








	  	        (6)
 evidence in writing from the applicable Rating Agencies to the effect that such
release will not result in a re-qualification, reduction or withdrawal of any rating in
effect immediately prior to such defeasance for any Securities;  








	  	        (7)
 payment of all of Lender’s expenses incurred in connection with the defeasance
including, without limitation, reasonable attorneys fees; and  








	  	        (8)
 such other certificates, documents or instruments as Lender may reasonably request.  








        In
connection with the conditions set forth in subsection (c)(i)(E) above, Borrower hereby
appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance
Deposit to purchase U.S. Obligations which provide payment on or prior to, but as close
as possible to, all successive scheduled payment dates after the Release Date upon which
interest and principal payments are required under this Note (including the amounts due
on the Maturity Date) and in amounts equal to the scheduled payments due on such dates
under this Note (the “Scheduled Defeasance Payments”). Borrower,
pursuant to the Security Agreement or other appropriate document, shall authorize and
direct that the payments received from the U.S. Obligations may be made directly to
Lender and applied to satisfy the obligations of the Borrower under this Note.  



5







	  	        (ii)
Upon compliance with the requirements of this subsection (c), the Property shall be
released from the lien of the Security Instrument and the pledged U.S. Obligations shall
be the sole source of collateral securing this Note. Any portion of the Defeasance
Deposit in excess of the amount necessary to purchase the U.S. Obligations required by
subparagraph (c)(i) above and satisfy the Borrower’s obligations under this
subsection (c) shall be remitted to the Borrower with the release of the Property from
the lien of the Security Instrument.  








	  	        (iii)
For purposes of this subsection (c), the following terms shall have the following
meanings:  








	  	        (A)
The term “Defeasance Deposit” shall mean an amount equal to 100% of the
remaining principal amount of this Note, the Yield Maintenance Premium, any costs and
expenses incurred or to be incurred in the purchase of the U.S. Obligations necessary to
meet the Scheduled Defeasance Payments and any revenue, documentary stamp or intangible
taxes or any other tax or charge due in connection with the transfer of this Note or
otherwise required to accomplish the agreements of this subsection;  








	  	        (B)
The term “Yield Maintenance Premium” shall mean the amount (if any) which, when
added to the remaining principal amount of this Note, will be sufficient to purchase U.S.
Obligations providing the required Scheduled Defeasance Payments; and  








	  	        (C)
The term “U.S. Obligations” shall mean direct non-callable obligations of the
United States of America.  








	  	        (iv)
Upon the release of the Property in accordance with this subsection (c), Borrower shall,
at Lender’s request, assign all its obligations and rights under this Note, together
with the pledged Defeasance Deposit, to a successor special purpose entity designated by
Borrower and approved by Lender in its reasonable discretion. Such successor entity shall
execute an assumption agreement in form and substance satisfactory to Lender in its
reasonable discretion pursuant to which it shall assume Borrower’s obligations under
this Note and the Security Agreement. In connection with such assignment and assumption,
Borrower shall (x) deliver to Lender an opinion of counsel in form and substance and
delivered by counsel satisfactory to Lender in its reasonable discretion stating, among
other things, that such assumption agreement is enforceable against Borrower and such
successor entity in accordance with its terms and that this Note, the Security Agreement
and the other Loan Documents, as so assumed, are enforceable against such successor
entity in accordance with their respective terms, and (y) pay all 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). In connection with such
assignment and assumption, Borrower and any Guarantor may be released of personal
liability under the Note and the other Loan Documents, but only as to acts or events
occurring after the closing of such assignment and assumption.  








6








	  	        (v)
Upon the release of the Property in accordance with this subsection (c), Borrower shall
have no further right to prepay this Note pursuant to the other provisions of this Section
7 or otherwise.  








8.  SAVINGS CLAUSE



        This
Note is subject to the express condition that at no time shall Borrower be obligated or
required to pay interest on the principal balance due hereunder at a rate which could
subject Lender to either civil or criminal liability as a result of being in excess of
the maximum interest rate which Borrower is permitted by applicable law to contract or
agree to pay. If by the terms of this Note, Borrower is at any time required or obligated
to pay interest on the principal balance due hereunder at a rate in excess of such
maximum rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall
be deemed to be immediately reduced to such maximum rate and all previous payments in
excess of the maximum rate shall be deemed to have been payments in reduction of
principal and not on account of the interest due hereunder. All sums paid or agreed to be
paid to Lender for the use, forbearance, or detention of the Debt, shall, to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of this Note until payment in full so that the rate or amount of
interest on account of the Debt does not exceed the maximum lawful rate of interest from
time to time in effect and applicable to the Debt for so long as the Debt is 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.  



9.  WAIVERS 



        (a)    Except
as specifically provided in the Loan Documents, Borrower and any endorsers, sureties or
guarantors hereof jointly and severally waive presentment and demand for payment, notice
of intent to accelerate maturity, notice of acceleration of maturity, protest and notice
of protest and non-payment, all applicable exemption rights, valuation and appraisement,
notice of demand, and all other notices in connection with the delivery, acceptance,
performance, default or enforcement of the payment of this Note and the bringing of suit
and diligence in taking any action to collect any sums owing hereunder or in proceeding
against any of the rights and collateral securing payment hereof. Borrower and any
surety, endorser or guarantor hereof agree (i) that the time for any payments hereunder
may be extended from time to time without notice and consent, (ii) to the acceptance by
Lender of further collateral, (iii) the release by Lender of any existing collateral for
the payment of this Note, (iv) to any and all renewals, waivers or modifications that may
be granted by Lender with respect to the payment or other provisions of this Note, and/or
(v) that additional Borrowers, endorsers, guarantors or sureties may become parties
hereto all without notice to them and without in any manner affecting their liability
under or with respect to this Note. No extension of time for the payment of this Note or
any installment hereof shall affect the liability of Borrower under this Note or any
endorser or guarantor hereof even though the Borrower or such endorser or guarantor is
not a party to such agreement.  



        (b)     Failure
of Lender to exercise any of the options granted herein to Lender upon  the happening of
one or more of the events giving rise to such options shall not  constitute a waiver 




7







of the right to exercise the same or
any other option at any  subsequent time in respect to the same or any other event. The
acceptance by  Lender of any payment hereunder that is less than payment in full of all
amounts  due and payable at the time of such payment shall not constitute a waiver of the
 right to exercise any of the options granted herein to Lender at that time or at  any
subsequent time or nullify any prior exercise of any such option without the  express
written acknowledgment of the Lender.  



10.  EXCULPATION  



        (a)  Notwithstanding anything in the Loan Documents to the contrary, but subject to
the qualifications below, Lender and Borrower agree that:  



	  	        (i)  Borrower shall be liable upon the Debt and for the other obligations arising
under the Loan Documents to the full extent (but only to the extent) of the
security therefor; provided, however, that in the event (A) of
fraud, willful misconduct or material misrepresentation by Borrower, its
general partners, if any, its members, if any, its principals, its affiliates,
its agents or its employees in connection with the loan evidenced by this Note,
(B) of an Event of Default under Sections 4.3 or 8.3 of the
Security Instrument, or (C) the Property or any part thereof becomes an asset
in a voluntary bankruptcy or insolvency proceeding, the limitation on recourse
set forth in this Subsection 10(a) will be null and void and completely
inapplicable, and this Note shall be with full recourse to Borrower.  








	  	        (ii)  
If a default occurs in the timely and proper payment of all or any part of the
Debt, Lender shall not enforce the liability and obligation of Borrower to
perform and observe the obligations contained in this Note or the Security
Instrument by any action or proceeding wherein a money judgment shall be sought
against Borrower, except that Lender may bring a foreclosure action, action for
specific performance or other appropriate action or proceeding to enable Lender
to enforce and realize upon the Security Instrument, the Other Loan Documents
and the interest in the Property, the Rents and any other collateral given to
Lender created by the Security Instrument and the Other Loan Documents; provided,
however, that any judgment in any action or proceeding shall be
enforceable against Borrower only to the extent of Borrower’s interest in
the Property, in the Rents and in any other collateral given to Lender pursuant
to the Loan Documents. Lender, by accepting this Note and the Security
Instrument, agrees that it shall not, except as otherwise herein provided, sue
for, seek or demand any deficiency judgment against Borrower in any action or
proceeding, under or by reason of or under or in connection with this Note, the
Other Loan Documents or the Security Instrument.  








	  	        (iii)  
The provisions of this Subsection 10(a) shall not (A) constitute a
waiver, release or impairment of any obligation evidenced or secured by this
Note, the Other Loan Documents or the Security Instrument; (B) impair the right
of Lender to name Borrower as a party defendant in any action or suit for
judicial foreclosure and sale under the Security Instrument; (C) affect the
validity or enforceability of any indemnity, guaranty, master lease or similar
instrument made in connection with this Note, the Security Instrument, or the
Other Loan Documents; (D) impair the right of Lender to







8







	  	
obtain
the appointment of a receiver; (E) impair the enforcement of the Assignment executed in
connection herewith; (F) impair the right of Lender to enforce the provisions of Section
11.2 of the Security Instrument; or (G) impair the right of Lender to obtain a deficiency
judgment or judgment on this Note against Borrower if necessary to obtain any insurance
proceeds or condemnation awards to which Lender would otherwise be entitled under the
Security Instrument; provided, however, Lender shall only enforce such
judgment against the insurance proceeds and/or condemnation awards.  







	  	        (iv)
Notwithstanding the provisions of this Article to the contrary, Borrower shall be
personally liable to Lender for the Losses it incurs due to: (A) the misapplication or
misappropriation of Rents; (B) the misapplication or misappropriation of insurance
proceeds or condemnation awards; (C) Borrower’s failure to return or to reimburse
Lender for all Personal Property taken from the Property by or on behalf of Borrower and
not replaced with Personal Property of the same utility and of the same or greater value;
(D) any act of actual waste or arson by Borrower, any principal, affiliate, general
partner or member thereof; (E) any fees or commissions paid by Borrower to any principal,
affiliate, general partner or member of Borrower in violation of the terms of this Note,
the Security Instrument or the Other Loan Documents; (F) Borrower’s failure to
comply with the provisions of Section 11.2 of the Security Instrument which constitutes
an Event of Default; or (G) any breach of the Environmental Indemnity which constitutes
an Event of Default.  








        (b)
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 Debt or to require that all collateral shall continue to
secure all of the Debt, owing to Lender in accordance with this Note, the Security
Instrument and the Other Loan Documents.  



11.  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 evidenced by the Loan Documents was made for business or
commercial purposes and not for personal, family or household use.  



12.  NOTICES  



        All
notices or other communications required or permitted to be given pursuant hereto shall
be given in the manner and be effective as specified in the Security Instrument, directed
to the parties at their respective addresses as provided therein.  



13.  TRANSFER  



        Lender
shall have the unrestricted right at any time or from time to time to sell this Note and
the loan evidenced by this Note and the Loan Documents or participation interests
therein. Borrower shall execute, acknowledge and deliver any and all instruments
requested by Lender to  



9








satisfy such purchasers or
participants that the unpaid indebtedness evidenced by this Note is outstanding upon the
terms and provisions set out in this Note and the other Loan Documents. To the extent, if
any, specified in such assignment or participation, such assignee(s) or participant(s)
shall have the rights and benefits with respect to this Note and the other Loan Documents
as such assignee(s) or participant(s) would have if they were the Lender hereunder.  



14.  WAIVER
OF TRIAL BY JURY



        BORROWER
HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THIS NOTE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM,
COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED
TO, THOSE RELATING TO (A) ALLEGATIONS THAT A PARTNERSHIP EXISTS BETWEEN LENDER AND
BORROWER; (B) USURY OR PENALTIES OR DAMAGES THEREFOR; (C) ALLEGATIONS OF UNCONSCIONABLE
ACTS, DECEPTIVE TRADE PRACTICE, LACK OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL
REASONABLENESS, OR SPECIAL RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR CONFIDENTIAL
RELATIONSHIP); (D) ALLEGATIONS OF DOMINION, CONTROL, ALTER EGO, INSTRUMENTALITY, FRAUD,
REAL ESTATE FRAUD, MISREPRESENTATION, DURESS, COERCION, UNDUE INFLUENCE, INTERFERENCE OR
NEGLIGENCE; (E) ALLEGATIONS OF TORTIOUS INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS
RELATIONSHIPS OR OF ANTITRUST; OR (F) SLANDER, LIBEL OR DAMAGE TO REPUTATION. THIS WAIVER
OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED
TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH
IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER. 



15.  APPLICABLE
LAW  



        This
Note shall be governed by and construed in accordance with the laws of the state in which
the real property encumbered by the Security Instrument is located (without regard to any
conflict of laws or principles) and the applicable laws of the United States of America.  



16.  JURISDICTION  



        BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION
LOCATED IN THE STATE IN WHICH THE PROPERTY IS LOCATED IN CONNECTION WITH ANY PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE.  



10








17.  NO
ORAL CHANGE  



        The
provisions of this Note and the Loan Documents may be amended or revised only by an
instrument in writing signed by the Borrower and Lender. This Note and all the other Loan
Documents embody the final, entire agreement of Borrower and Lender and 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 of prior, contemporaneous or subsequent oral agreements or discussions
of Borrower and Lender. There are no oral agreements between Borrower and Lender.  




11








        Executed
as of the day and year first above written. 



	  	
BORROWER:






	  	
4250 N. FAIRFAX OWNER, LLC, a Delaware
limited liability company






	  	By:  	4250 North Fairfax Property LLC, a Delaware
limited liability company, its sole member 	  






	  	By:  	  	Wells
Operating Partnership, L.P., a
Delaware limited Partnership, its sole
member 






	  	By:  	  	Wells Real Estate Investment Trust, Inc.,
a Maryland corporation







	  	 	  	By:______________________________________

Name:____________________________________

Title:_____________________________________
 






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