##### 



GENERAL ELECTRIC CAPITAL CORPORATION
 Lender
  BARLOW ENTERPRISES LLC
(Borrower)
 and
 5454 WISCONSIN, INC.
(Guarantor)
 
 LOAN AGREEMENT




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    1Section 1.1 Certain Definitions
    
    1ARTICLE 2 LOAN TERMS
    
    6Section 2.1 The Loan
    
    6Section 2.2 Interest Rate; Late Charge
    
    6Section 2.3 Terms of Payment
    
    7Section 2.4 Security; Establishment of Funds
    
    8Section 2.5 Lockbox Account
    
    10ARTICLE 3 INSURANCE, CONDEMNATION, AND IMPOUNDS
    
    11Section 3.1 Insurance
    
    11Section 3.2 Use and Application of Insurance Proceeds
    
    13Section 3.3 Condemnation Awards
    
    14Section 3.4 Impounds
    
    15ARTICLE 4 ENVIRONMENTAL MATTERS
    
    15Section 4.1 Certain Definitions
    
    15Section 4.2 Representations and Warranties on Environmental Matters
    
    16Section 4.3 Covenants on Environmental Matters
    
    16Section 4.4 Allocation of Risks and Indemnity
    
    17Section 4.5 No Waiver
    
    18ARTICLE 5 LEASING MATTERS
    
    18Section 5.1 Representations and Warranties on Leases
    
    18Section 5.2 Standard Lease Form; Approval Rights
    
    19Section 5.3 Covenants
    
    19Section 5.4 Tenant Estoppels
    
    20ARTICLE 6 REPRESENTATIONS AND WARRANTIES
    
    20Section 6.1 Organization, Power and Authority
    
    20Section 6.2 Validity of Loan Documents
    
    20Section 6.3 Liabilities; Litigation
    
    21Section 6.4 Taxes and Assessments
    
    21Section 6.5 Other Agreements; Defaults
    
    21Section 6.6 Compliance with Law
    
    21Section 6.7 Location of Borrower
    
    22
 LOAN AGREEMENTThe Barlow Bldg-MD /160221
Loan No. 76-0039748
    
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PageSection 6.8 ERISA
    
    
    22Section 6.9 Forfeiture
    
    
    22Section 6.10 Tax Filings
    
    
    22Section 6.11 Solvency
    
    
    23Section 6.12 Full and Accurate Disclosure
    
    
    23Section 6.13 Flood Zone
    
    
    23Section 6.14 Single Purpose Entity/Separateness
    
    
    23Section 6.15 Compliance with Anti-Terrorism Orders
    
    
    26Section 6.16 Property Specific Representations
    
    
    28ARTICLE 7 FINANCIAL REPORTING
    
    
    28Section 7.1 Financial Statements
    
    
    28Section 7.2 Accounting Principles
    
    
    28Section 7.3 Other Information; Access
    
    
    29Section 7.4 Annual Budget
    
    
    29ARTICLE 8 COVENANTS
    
    
    29Section 8.1 Due On Sale and Encumbrance; Transfers of Interests
    
    
    29Section 8.2 Taxes; Utility Charges
    
    
    29Section 8.3 Control; Management
    
    
    29Section 8.4 Operation; Maintenance; Inspection
    
    
    30Section 8.5 Taxes on Security
    
    
    30Section 8.6 Legal Existence; Name, Etc
    
    
    30Section 8.7 Further Assurances
    
    
    31Section 8.8 Estoppel Certificates
    
    
    31Section 8.9 Notice of Certain Events
    
    
    31Section 8.10 Indemnification
    
    
    31Section 8.11 Cooperation
    
    
    32Section 8.12 Payment For Labor and Materials
    
    
    33Section 8.13 Letter of Credit
    
    
    33ARTICLE 9 EVENTS OF DEFAULT
    
    
    34Section 9.1 Payments
    
    
    34Section 9.2 Insurance
    
    
    34Section 9.3 Sale, Encumbrance, Etc
    
    
    34Section 9.4 Covenants
    
    
    34Section 9.5 Representations and Warranties
    
    
    35Section 9.6 Other Encumbrances
    
    
    35Section 9.7 Involuntary Bankruptcy or Other Proceeding
    
    
    35Section 9.8 Voluntary Petitions, etc
    
    
    35Section 9.9 Anti-Terrorism
    
    
    35ARTICLE 10 REMEDIES
    
    
    36
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PageSection 10.1 Remedies  Insolvency Events
    
    
    36Section 10.2 Remedies  Other Events
    
    
    36Section 10.3 Lenders Right to Perform the Obligations
    
    
    36ARTICLE 11 MISCELLANEOUS
    
    
    37Section 11.1 Notices
    
    
    37Section 11.2 Amendments and Waivers
    
    
    38Section 11.3 Limitation on Interest
    
    
    38Section 11.4 Invalid Provisions
    
    
    39Section 11.5 Reimbursement of Expenses
    
    
    39Section 11.6 Approvals; Third Parties; Conditions
    
    
    39Section 11.7 Lender Not in Control; No Partnership
    
    
    40Section 11.8 Contest of Certain Claims
    
    
    40Section 11.9 Time of the Essence
    
    
    41Section 11.10 Successors and Assigns
    
    
    41Section 11.11 Renewal, Extension or Rearrangement
    
    
    41Section 11.12 Waivers
    
    
    41Section 11.13 Cumulative Rights
    
    
    41Section 11.14 Singular and Plural
    
    
    41Section 11.15 Phrases
    
    
    41Section 11.16 Exhibits and Schedules
    
    
    41Section 11.17 Titles of Articles, Sections and Subsections
    
    
    42Section 11.18 Promotional Material
    
    
    42Section 11.19 Survival
    
    
    42Section 11.20 Waiver of Jury Trial
    
    
    42Section 11.21 Waiver of Punitive or Consequential Damages
    
    
    42Section 11.22 Governing Law
    
    
    42Section 11.23 Entire Agreement
    
    
    43Section 11.24 Counterparts
    
    
    43Section 11.25 Guarantors Representations, Warranties and Covenants
    
    
    43ARTICLE 12 LIMITATIONS ON LIABILITY
    
    
    43Section 12.1 Limitation on Liability
    
    
    43Section 12.2 Limitation on Liability of Lenders Officers, Employees, etc
    
    
    45
 LIST OF EXHIBITS AND SCHEDULES
 EXHIBIT A
    
    
    
    LEGAL DESCRIPTION OF PROJECTSCHEDULE I
    
    
    
    YIELD MAINTENANCESCHEDULE II
    
    
    
    DEFEASANCE
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LOAN AGREEMENT
 Agreement GENERAL ELECTRIC CAPITAL CORPORATION Lender BARLOW
ENTERPRISES LLC Borrower 5454 WISCONSIN, INC. Guarantor
 ARTICLE 1  DEFINITIONS
 Section 1.1 Certain Definitions.
 Adjusted Operating Expenses
 Adjusted Operating Revenues
 Affiliate
 Agreement
 Assignment of Leases and Rents
 Award
 Bankruptcy Party
 Borrower Parties Borrower Party
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Business Day
 Casualty
 Closing Date
 Commitment
 Condemnation
 Contract Rate
 Debt
 Debt Service .
 Debt Service Coverage
 Default Rate
 Defeasance Option
 Environmental Laws
 ERISA
 Event of Default
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Funds
 Guarantor
 Guaranty
 Hazardous Materials
 Independent Director
 Insurance Premiums
 JPMCB Entity JPMIM JPM
 Letter of Credit
 Lien
 Loan
 Loan Documents Environmental Indemnity Agreement
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Loan Year
 Lockbox Account
 Lockbox Agreement
 Maturity Date
 Mortgage
 Net Cash Flow
 Net Operating Income
 Note
 O&M Program
 Operating Expenses
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Operating Revenues
 Person
 Potential Default
 Prepayment/Defeasance Lockout Period rd
 Project Exhibit A
 Rating Agencies
 Replacement and Rollover Escrow Letter of Credit
 Required Repairs
 Secondary Market Transaction
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Single Purpose Entity
 Site Assessment
 SPC Party
 State
 Tax and Insurance Escrow Fund
 Tax and Insurance Escrow Letter of Credit
 Taxes
 Trigger Event
 Trigger Event Cure
 Working Capital Reserve Account
 Yield Maintenance Amount Schedule I Schedule II
 ARTICLE 2  LOAN TERMS
 Section 2.1 The Loan
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Section 2.2 Interest Rate; Late Charge. Contract Rate
 Section 2.3 Terms of Payment. :
 Interest Monthly Payment Date
 Maturity
 Prepayment/Defeasance
 (i)
    
    The Loan is closed to prepayment in whole or in part during the
Prepayment/Defeasance Lockout Period. Thereafter, upon not less than thirty
(30) days prior written notice to Lender, Borrower may prepay the Loan, in
whole but not in part, on any scheduled monthly payment date and upon payment
of: (x) all amounts outstanding under the Loan Documents; and (y) a prepayment
premium equal to the greater of (A) one percent (1%) of the outstanding
principal balance of the Loan or (B) the Yield Maintenance Amount (except that
no such prepayment premium shall be due or payable if the Loan is repaid on or
after the sixtieth (60th) monthly installment of interest (which for
purposes of this provision, shall not include the payment of interest on the
Closing Date) due hereunder.(ii)
    
    Provided no Event of Default exists, following the Prepayment/
Defeasance Lockout Period, Borrower may obtain the release of the Project from
the lien of the Mortgage in accordance with the terms and provisions of
Schedule II attached hereto (the Defeasance Option).
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(iii)
    
    If the Loan is accelerated for any reason other than casualty
or condemnation, and the Loan is otherwise closed to prepayment, Borrower shall
pay, in addition to all other amounts outstanding under the Loan Documents, a
prepayment premium equal to the sum of (i) the Yield Maintenance Amount, if
any, that would be required under the Defeasance Option and (ii) five percent
(5%) of the outstanding principal balance of the Loan. If for any reason the
Loan is prepaid on a day other than a Monthly Payment Date, the Borrower shall
pay, in addition to the principal, interest and premium, if any, required under
this Section, an amount equal to the interest that would have accrued on the
Loan at the Contract Rate from the date of prepayment to the next Monthly
Payment Date. In the event of a prepayment resulting from Lenders application
of insurance or condemnation proceeds pursuant to Article 3 hereof, no
prepayment penalty or premium or the requirement to defease the Loan shall be
imposed.
 Section 2.4 Security; Establishment of Funds.
  (i)
    
    Although no escrow is required therefor, Borrower (i) shall
complete the repairs set forth in Schedule III (the Required
Repairs) on or before twelve (12) months following the Closing Date and
(ii) if at any future time improvements are required to be made to the Project
to remain compliant with the Americans with Disabilities Act or similar
statutes, including without limitation, installation of levered hardware on
common area doors, fit out of additional restrooms as may be required by the
local jurisdiction for accessibility, and provision of three additional parking
spaces on P3 level, shall promptly perform the necessary improvements; and(ii)
    
    Upon the occurrence and during the continuance of a Trigger
Event after the first Loan Year, Borrower shall either (x) deliver to Lender
the Replacement and Rollover Escrow Letter of Credit or (y) Lender shall
deposit all Net Cash Flow each calendar month into an account with Lender which
shall be held by Lender for payment of Operating Expenses, capital improvements
to the Project, lease commissions, tenant improvement allowances, and other
Project-related expenses, provided that such sums are incurred in accordance
with the Budget (the Net Cash Flow Escrow). Upon a Trigger Event
Cure, provided no Event of Default exists, the proceeds in the Net Cash Flow
Escrow shall be returned to Borrower.
 LOAN AGREEMENTThe Barlow Bldg-MD /160221
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Pledge and Disbursement of Funds
 Interest Payable by Lender Depository Institution Borrowers Interest
 Working Capital Reserve Account Cap Ex Funds Leasing Cost Funds Working Capital Reserve Account
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Section 2.5 Lockbox Account.
 Lockbox Account Lockbox Bank Tax and Insurance Escrow Letter of
Credit Replacement and
Rollover Escrow Letter of Credit Leases
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Trigger Event Cure
 Net Cash Flow
  ARTICLE 3  INSURANCE, CONDEMNATION, AND IMPOUNDS
 Section 3.1 Insurance.
 Casualty; Business Interruption
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Liability
 Form and Quality
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Adjustments.
 Section 3.2 Use and Application of Insurance Proceeds.
 th th
 th
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Section 3.3 Condemnation Awards. Condemnation Award
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Section 3.4 Impounds. Tax and Insurance Escrow Fund
 ARTICLE 4  ENVIRONMENTAL MATTERS
 Section 4.1 Certain Definitions.
 Environmental Laws
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Hazardous Materials
 Section 4.2 Representations and Warranties on Environmental Matters.
 Section 4.3 Covenants on Environmental Matters.
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O&M Program
 Section 4.4 Allocation of Risks and Indemnity.
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Section 4.5 No Waiver.
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ARTICLE 5  LEASING MATTERS
 Section 5.1 Representations and Warranties on Leases.
 Section 5.2 Standard Lease Form; Approval Rights.
 Section 5.3 Covenants.
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Section 5.4 Tenant Estoppels.
 ARTICLE 6  REPRESENTATIONS AND WARRANTIES
  Section 6.1 Organization, Power and Authority.
 Section 6.2 Validity of Loan Documents.
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Section 6.3 Liabilities; Litigation.
   Section 6.4 Taxes and Assessments.
 Section 6.5 Other Agreements; Defaults.
 Section 6.6 Compliance with Law.
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Section 6.7 Location of Borrower.
 Section 6.8 ERISA.
 ERISA
  Section 6.9 Forfeiture.
 Section 6.10 Tax Filings.
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Section 6.11 Solvency.
 Section 6.12 Full and Accurate Disclosure.
 Section 6.13 Flood Zone.
 Section 6.14 Single Purpose Entity/Separateness.
    LOAN AGREEMENTThe Barlow Bldg-MD /160221
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Mezzanine Lender
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LOAN AGREEMENTThe Barlow Bldg-MD /160221
Loan No. 76-0039748
    
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SPC
Party
 Independent
Manager
  Insolvency Opinion
 Section 6.15 Compliance with Anti-Terrorism Orders.
 Order OFAC Orders
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(i)
    
    is listed on the Specially Designated Nationals and Blocked
Persons List maintained by OFAC pursuant to the Order and/or on any other list
of terrorists or terrorist organizations maintained pursuant to any of the
rules and regulations of OFAC or pursuant to any other applicable Orders (such
lists are collectively referred to as the Lists);(ii)
    
    is a Person who has been determined by competent authority to
be subject to the prohibitions contained in the Orders;(iii)
    
    is owned or controlled by, nor acts for or on behalf of, any
Person on the Lists or any other Person who has been determined by competent
authority to be subject to the prohibitions contained in the Orders;(iv)
    
    shall transfer or permit the transfer of any interest in
Borrower or any Borrower Party to any Person who is or whose beneficial owners
are listed on the Lists; or(v)
    
    shall knowingly lease space in the Project to any Person who is
listed on the Lists.
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Section 6.16 Property Specific Representations.
 ARTICLE 7  FINANCIAL REPORTING
 Section 7.1 Financial Statements.
 Monthly
Reports.
 Quarterly
Reports.
 Annual
Reports.
 Certification; Supporting Documentation
 Section 7.2 Accounting Principles.
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Section 7.3 Other Information; Access.
 Section 7.4 Annual Budget. Budget
 ARTICLE 8  COVENANTS
  Section 8.1 Due On Sale and Encumbrance; Transfers of Interests.
 Section 8.2 Taxes; Utility Charges. Taxes
 Section 8.3 Control; Management.
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Section 8.4 Operation; Maintenance; Inspection.
 Section 8.5 Taxes on Security.
 Section 8.6 Legal Existence; Name, Etc.
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Section 8.7 Further Assurances.
 Section 8.8 Estoppel Certificates.
 Section 8.9 Notice of Certain Events.
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Section 8.10 Indemnification. th
 Section 8.11 Cooperation. Secondary Market
Transaction
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Section 8.12 Payment For Labor and Materials.
 Section 8.13 Letter of Credit.
 Letter of Credit
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Letter of Credit Party
 ARTICLE 9  EVENTS OF DEFAULT
  Section 9.1 Payments.
 Section 9.2 Insurance.
 Section 9.3 Sale, Encumbrance, Etc.
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Section 9.4 Covenants.
 Section 9.5 Representations and Warranties.
 Section 9.6 Other Encumbrances.
 Section 9.7 Involuntary Bankruptcy or Other Proceeding. Bankruptcy Party
 Section 9.8 Voluntary Petitions, etc.
 Section 9.9 Anti-Terrorism.
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ARTICLE 10  REMEDIES
 Section 10.1 Remedies  Insolvency Events.
 Section 10.2 Remedies  Other Events.
 Section 10.3 Lenders Right to Perform the Obligations.
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ARTICLE 11  MISCELLANEOUS
 Section 11.1 Notices. notice
 If to Borrower:
    
    Barlow Enterprises LLCc/o Columbia Equity, L.P.1750 H Street, NW, Suite 500Washington, D.C. 20006Attention: Oliver T. Carr, IIITelecopy: (202) 303-3078and a copy to:
    
    Barlow Enterprises LLCc/o J. P. Morgan Investment Management Inc.522 Fifth Avenue, 9th FloorNew York, New York 10036Attention: Scott M. MacDonaldTelecopy: (212) 837-1774with a copy to:
    
    Debevoise & Plimpton LLP919 Third AvenueNew York, New York 10022Attention: Peter J. Irwin, Esq.Telecopy: (212) 909-7469with a copy to:
    
    Hunton & Williams LLP1900 K Street, NW, Suite 1200Washington, D.C. 20006Attention: John Ratino, Esq.Telecopy: (212) 909-7469If to Lender:
    
    General Electric Capital Corporationc/o GEMSA Loan Services, L.P.1500 City West Blvd., Suite 200Houston, Texas 77042-2300Attention: Portfolio Manager/Access ProgramTelecopy: (713) 458-7500with a copy to:
    
    General Electric Capital Corporation16479 Dallas Parkway, Suite 500Two Bent Tree TowerAddison, Texas 75001-2512Attention: David R. MartindaleTelecopy: (972) 728-7650
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Section 11.2 Amendments and Waivers.
 Section 11.3 Limitation on Interest.
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Section 11.4 Invalid Provisions.
 Section 11.5 Reimbursement of Expenses.
 Section 11.6 Approvals; Third Parties; Conditions.
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Section 11.7 Lender Not in Control; No Partnership.
 Section 11.8 Contest of Certain Claims.
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Section 11.9 Time of the Essence.
 Section 11.10 Successors and Assigns.
 Section 11.11 Renewal, Extension or Rearrangement.
 Section 11.12 Waivers.
 Section 11.13 Cumulative Rights.
 Section 11.14 Singular and Plural.
 Section 11.15 Phrases.
 Section 11.16 Exhibits and Schedules.
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Section 11.17 Titles of Articles, Sections and Subsections.
 Section 11.18 Promotional Material.
 Section 11.19 Survival.
 Section 11.20 Waiver of Jury Trial.
 Section 11.21 Waiver of Punitive or Consequential Damages.
 Section 11.22 Governing Law.
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Section 11.23 Entire Agreement.
 Section 11.24 Counterparts.
 Section 11.25 Guarantors Representations, Warranties and Covenants.
 ARTICLE 12  LIMITATIONS ON LIABILITY
 Section 12.1 Limitation on Liability.
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Exculpated Person Barlow
 Section 12.2 Limitation on Liability of Lenders Officers, Employees, etc.
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LENDER:
    
    GENERAL ELECTRIC CAPITAL CORPORATION,a Delaware corporationBy:
    
    /s/ David R. Martindale
    
    [SEAL]David R. Martindale, Managing DirectorBORROWER:
    
    BARLOW ENTERPRISES LLC,a Delaware limited liability companyBy:
    
    5454 WISCONSIN, INC.,a Maryland corporation, Sole MemberBy:
    
    /s/ Oliver T. Carr, III
    
    [SEAL]Name: Oliver T. Carr, IIITitle: PresidentGUARANTOR:
    
    5454 WISCONSIN, INC.,a Maryland corporationBy:
    
    /s/ Oliver T. Carr, III
    
    [SEAL]Name: Oliver T. Carr, IIITitle: President
 LOAN AGREEMENTThe Barlow Bldg-MD /160221
Loan No. 76-0039748
    
    Signature Page




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EXHIBIT A
 Legal Description
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SCHEDULE I
 YIELD MAINTENANCE AMOUNT
 Yield Maintenance Amount
      LOAN AGREEMENTThe Barlow Bldg-MD /160221
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SCHEDULE II
 DEFEASANCE
  Release Date
     i)
    
    a security agreement in form and substance
reasonably 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 Schedule II (the Security
Agreement);ii)
    
    a release of the Project from the lien of the
Mortgage (for execution by Lender) in a form appropriate for the
jurisdiction in which the Project is located;iii)
    
    an officers certificate of Borrower certifying
that the requirements set forth in this paragraph (e) have been
satisfied;iv)
    
    an opinion of counsel in form and substance,
and rendered by counsel reasonably satisfactory to Lender at the
expense of Borrower, stating, among other things, that Lender has a
perfected first priority security interest in the Defeasance Deposit
and the U.S. Obligations purchased by or on behalf of Borrower and
pledged to Lender and as to enforceability of the Security Agreement
and other documents delivered in connection therewith;
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v)
    
    if required by the Rating Agencies and/or
pooling and servicing agreement relating to the Secondary Market
Transaction, evidence in writing from the applicable Rating Agencies to
the effect that
such release will not result in a qualification, downgrade or
withdrawal of any rating in effect immediately prior to such
defeasance for any securities issued in connection with a Secondary
Market Transaction; andvi)
    
    such other certificates, documents or
instruments as Lender may reasonably request.
  Schedule II
 Maturity Date Scheduled Defeasance Payments Schedule II
 Schedule II Schedule II Schedule Successor Borrower Assignment
Agreement
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##### 



Schedule
II Schedule
 Schedule II
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##### 



Schedule II
 Defeasance Deposit Schedule II
 Yield Maintenance Amount
 U.S. Obligations Government Securities
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##### 



SCHEDULE III
 REQUIRED REPAIRS
   LOAN AGREEMENTThe Barlow Bldg-MD /160221
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