Exhibit 10.16.2.2



 Exhibit 10.16.2.2 
  
 REAFFIRMATION OF GUARANTY 
  
 THIS REAFFIRMATION OF GUARANTY (this “Reaffirmation”) is made as of this 1st day of March, 2004, by CAPITAL ONE
BANK, a Virginia banking corporation (the “Guarantor”) for the benefit of (i) Wells Fargo Bank Northwest, National Association (formerly, First Security Bank, N.A., the correct name of which was First Security Bank, National Association),
a national banking association, and Val T. Orton, not individually, but solely in their capacities as Owner Trustee of the COB Real Estate Trust 1995-1 (collectively, the “Lessor”), (ii) Wachovia Bank, National Association (formerly, First
Union National Bank), not individually, but solely in its capacity as Indenture Trustee (the “Indenture Trustee”) and Lawyers Title Realty Services, Inc, in its capacity as deed of trust trustee under the Indenture (the “Deed of Trust
Trustee”), (iii) the Note Purchasers, (iv) the Registered Owners and (v) BTM Capital Corporation (the “LC Issuer”). The Lessor, the Indenture Trustee, the Deed of Trust Trustee, the Note Purchasers, the Registered Owners and the LC
Issuer are, hereinafter, collectively referred to as the “Obligees”. 
  
 RECITALS 
  
 WHEREAS, the Guarantor has heretofore executed a Guaranty dated as of October 14, 1998 (as the same may be amended, modified or supplemented from time to time, the “Guaranty”), in favor of the Obligees, pursuant to which the
Guarantor guaranteed all of the obligations of Capital One Realty, Inc., a Delaware corporation (the “Lessee”) under (i) that certain Amended and Restated Lease Agreement dated as of October 14, 1998 (together with all supplements and
amendments thereto and any memorandum or short form in respect of any thereof entered into for the purpose of recording, the “Lease”) and (ii) that certain Assignment of Lease dated as of October 14, 1998 (together will all supplements and
amendments thereto, the “Assignment of Lease”); and 
  
 WHEREAS, pursuant to the Lease, the Lessee, with the approval of the Indenture Trustee in accordance with the terms thereof, has requested to (i) substitute all of Lessor’s right, title, and interest in the parcel of real property
located in Hillsborough County, Florida and more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all of Lessor’s right, title, and interest in the Improvements (as defined in
the Lease) thereon and all easements, rights and appurtenances thereto, for all of Lessor’s right, title, and interest in the parcel of real property located in Hillsborough County, Florida and identified in the Lease as Renaissance Business
Park Phase I, together with all of Lessor’s right, title, and interest in the Improvements thereon and all easements, rights and appurtenances thereto, and (ii) substitute all of Lessor’s right, title, and interest in the parcel of real
property located in Hillsborough County, Florida and more particularly described in Exhibit B attached hereto and incorporated herein by this reference, together with all of Lessor’s right, title, and interest in the Improvements thereon
and all easements, rights and appurtenances thereto, for all of Lessor’s right, title, and interest in the parcel of real property located in Hillsborough County, Florida and identified in the Lease as Renaissance Business Park Phase II,
together with all of Lessor’s right, title, and interest in the Improvements thereon and all easements, rights and appurtenances thereto; and 







 WHEREAS, in connection with such substitutions, the Lessor and the Lessee will enter into amendments or
modifications to the Lease in the form of (i) that certain First Modification to Amended and Restated Lease Agreement and Memorandum of Amended and Restated Lease Agreement dated of even date herewith and (ii) that certain Lease Supplement dated of
even date herewith (collectively, the “Lease Modification Documents”); and 
  
 WHEREAS, in connection with such substitutions, the Lessor and the Indenture Trustee, with the consent of the Lessee, will enter into an amendment or modification to the Assignment of Lease in the form of that certain
First Modification to Assignment of Lease dated of even date herewith (the “Assignment of Lease Modification”); and 
  
 WHEREAS, it is a condition of the execution and delivery of the Lease Modification Documents and the Assignment of Lease Modification that the Guarantor
execute and deliver this Reaffirmation in order to reaffirm its obligations under the Guaranty and to acknowledge and consent to the execution and delivery of the Lease Modification Documents and the Assignment of Lease Modification as hereinafter
provided; 
  
 NOW, THEREFORE, in consideration of the premises,
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as follows: 
  
 1. Definitions. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Guaranty. 
  
 2. Acknowledgement and Consent. The Guarantor hereby expressly (i)
acknowledges that it has received copies of the Lease Modification Documents and the Assignment of Lease Modification, (ii) acknowledges that it understands the nature of the transactions contemplated by the Lease Modification Documents and the
Assignment of Lease Modification, and (iii) consents to the execution, delivery and performance of the Lease Modification Documents and the Assignment of Lease Modification and to the transactions contemplated thereunder. 
  
 3. Reaffirmation and Confirmation of Guaranty. The Guarantor hereby
expressly ratifies, affirms and confirms to the Obligees its obligations under the Guaranty, and acknowledges, renews and extends its continued liability under the Guaranty and agrees that the Guaranty remains, and following the execution and
delivery of the Lease Modification Documents and the Assignment of Lease Modification will remain, in full force and effect and enforceable in accordance with its terms. 
  
  







 4. Notice Addresses. From and after the date hereof, the addresses for the delivery of all notices
under the Guaranty pursuant to Section 6.3 thereof shall be as follows: 
  

			
	 Lessor:
	 	c/o Wells Fargo Bank Northwest, National Association
	 	 	Corporate Trust Services
	 	 	MAC: U1228-120
	 	 	299 South Main Street, 12 Floor
	 	 	Salt Lake City, Utah 84111
		
	 Guarantor:
	 	Capital One Bank
	 	 	1680 Capital One Drive
	 	 	McLean, Virginia 22102
	 	 	Attn: Amy D. Cook, Assistant General Counsel
		
	 Indenture Trustee:
	 	Wachovia Bank, National Association
	 	 	Wachovia Bank-Corp. Trust Group
	 	 	200 Berkeley Street, 17th Floor
	 	 	Boston, Massachusetts 02116

  
 5. Governing
Law. This Reaffirmation shall be governed by and construed in accordance with the laws of the State of New York. 
  
 IN WITNESS WHEREOF, the Guarantor has caused this Reaffirmation to be duly executed as of the date first above written. 
  

			
	 CAPITAL ONE BANK,
 a Virginia banking
corporation

		
	By:	 	/s/ Stephen Linehan
		
	Name:	 	Stephen Linehan
		
	Title:	 	Senior Vice President and Treasurer