psa.htm


    Exhibit
10.1

     

    
      

      

    

    


    


    


    


     

    PURCHASE
AND SALE AGREEMENT

     

    


     

     
 

     

    (1331
L Street, N.W.

     

    Washington,
D.C.)

     

    


     

    By and
Between

     

    


     

    1331
L Street LLC

     

    (as
Seller)

     

    


     

    and

     

    


     

    1331
L STREET HOLDINGS, LLC

     

    (as
Purchaser)

     
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    TABLE
OF CONTENTS

    


    
      	
              1.

            	Definitions.	
               1

            


    

    
      	
              2.

            	
              Sale
      of The Property. 

            	
              6

            


    

    
    

    
      	 	2.1	
              Agreement
      of Sale and Purchase.

            	 
      6
	
               
      

            	
              2.2

            	
              “As
      Is, Where Is”. 

            	
              6

            


    

    
      	
              3.

            	
              Matters
      to Which the Sale is Subject. 

            	
              6

            


    

    
      	
              4.

            	
              Purchase
      Price and Payment. 

            	
              7

            


    

    
      	
               
      

            	
              4.1

            	
              Amount. 

            	
              7

            


    

    
      	
               
      

            	
              4.2

            	
              Deposit. 

            	
              7

            


    

    
      	
               
      

            	
              4.3

            	
              Payment. 

            	
              7

            


    

    
      	
               
      

            	
              4.4

            	
              Disposition
      of Deposit. 

            	
              7

            


    

    
      	
               
      

            	
              4.5

            	
              Interpleader. 

            	
              8

            


    

    
      	
               
      

            	
              4.6

            	
              Escrow
      Agent as Stakeholder. 

            	
              8

            


    

    
      	
               
      

            	
              4.7

            	
              Escrow
      Agent to Acknowledge Agreement. 

            	
              8

            


    

    
      	
              5.

            	
              Closing
      Adjustments and Prorations. 

            	
              8

            


    

    
      	
               
      

            	
              5.1

            	
              General. 

            	
              8

            


    

    
      	
               
      

            	
              5.2

            	
              Rent. 

            	
              8

            


    

    
      	
               
      

            	
              5.3

            	
              Taxes
      and Assessments. 

            	
              9

            


    

    
      	
               
      

            	
              5.4

            	
              Operating
      Expenses and Ground Rent. 

            	
              10

            


    

    
      	
               
      

            	
              5.5

            	
              Security
      Deposits. 

            	
              11

            


    

    
      	
               
      

            	
              5.6

            	
              Utility
      Deposits. 

            	
              11

            


    

    
      	
               
      

            	
              5.7

            	
              Leasing
      Costs. 

            	
              11

            


    

    
      	
               
      

            	
              5.8

            	
              Final
      Closing Adjustment. 

            	
              11

            


    

    
      	
              6.

            	
              Closing
      Date and Costs. 

            	
              12

            


    

    
      	
               
      

            	
              6.1

            	
              Closing
      Date. 

            	
              12

            


    

    
      	
               
      

            	
              6.2

            	
              Transfer
      and Recordation Taxes and Closing Costs. 

            	
              13

            


    

    
      	
              7.

            	
              Closing
      Documents. 

            	
              13

            


    

    
      	
               
      

            	
              7.1

            	
              Seller’s
      Deliveries. 

            	
              13

            


    

    
      	
               
      

            	
              7.2

            	
              Purchaser’s
      Deliveries. 

            	
              14

            


    

    
      	
               
      

            	
              7.3

            	
              Delivery
      in Escrow. 

            	
              15

            


    

    
      	
              8.

            	
              Obligations
      Pending Closing. 

            	
              15

            


    

    
      	
               
      

            	
              8.1

            	
              Continued
      Care and Maintenance. 

            	
              15

            


    

    
      	
               
      

            	
              8.2

            	
              Leasing
      of the Property. 

            	
              15

            


    

    
      	
               
      

            	
              8.3

            	
              Service
      Contracts. 

            	
              16

            


    

    
      	
               
      

            	
              8.4

            	
              Operating
      Records. 

            	
              16

            


    

    
      	
               
      

            	
              8.5

            	
              Affirmative
      Covenants. 

            	
              16

            


    

    
      	
               
      

            	
              8.6

            	
              Negative
      Covenants. 

            	
              17

            


    

    
      	
               
      

            	
              8.7

            	
              Recertification
      of Studies. 

            	
              18

            


    

    
      	
              9.

            	
              Inspection
      Period. 

            	
              18

            


    

    
      	
               
      

            	
              9.1

            	
              Due
      Diligence Materials. 

            	
              18

            


    

    
      	
               
      

            	
              9.2

            	
              Investigation
      and Inspection. 

            	
              18

            


    

    
      	
               
      

            	
              9.3

            	
              Environmental
      Studies. 

            	
              19

            


    

    
      	
               
      

            	
              9.4

            	
              Indemnification. 

            	
              19

            


    

    
      	
               
      

            	
              9.5

            	
              Title
      or Survey Exceptions. 

            	
              19

            


    

    
      	
              10.

            	
              Conditions
      of Closing. 

            	
              20

            


    

    
      	
               
      

            	
              10.1

            	
              Estoppel
      Certificates. 

            	
              20

            


    

    
      	
               
      

            	
              10.2

            	
              Encumbrances
      Subsequent to Inspection Period. 

            	
              21

            


    

    
      	
               
      

            	
              10.3

            	
              General
      Conditions of Purchaser. 

            	
              21

            


    

    
      	
               
      

            	
              10.4

            	
              General
      Conditions of Seller. 

            	
              22

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              11.

            	
              Brokerage. 

            	
              22

            


    

    
      	
              12.

            	
              Risk
      of Casualty. 

            	
              23

            


    

    
      	
              13.

            	
              Notices
      and Other Communications. 

            	
              23

            


    

    
      	
               
      

            	
              13.1

            	
              Manner
      of Giving Notice. 

            	
              23

            


    

    
      	
               
      

            	
              13.2

            	
              Addresses
      for Notices. 

            	
              23

            


    

    
      	
               
      

            	
              13.3

            	
              E-Mail. 

            	
              25

            


    

    
      	
              14.

            	
              Default
      and Remedies. 

            	
              25

            


    

    
      	
               
      

            	
              14.1

            	
              Seller’s
      Default. 

            	
              25

            


    

    
      	
               
      

            	
              14.2

            	
              Purchaser’s
      Default. 

            	
              25

            


    

    
      	
               
      

            	
              14.3

            	
              Indemnity
      Provisions. 

            	
              26

            


    

    
      	
              15.

            	
              Environmental
      Condition. 

            	
              26

            


    

    
      	
               
      

            	
              15.1

            	
              Existing
      Reports. 

            	
              26

            


    

    
      	
               
      

            	
              15.2

            	
              Permitted
      Usage. 

            	
              26

            


    

    
      	
               
      

            	
              15.3

            	
              “As
      Is”. 

            	
              26

            


    

    
      	
              16.

            	
              Seller’s
      Representations and Warranties. 

            	
              27

            


    

    
      	
               
      

            	
              16.1

            	
              Representations
      and Warranties Regarding Authority and Status. 

            	
              27

            


    

    
      	
               
      

            	
              16.2

            	
              Representations
      and Warranties Regarding Property and Legal Matters. 

            	
              28

            


    

    
      	
               
      

            	
              16.3

            	
              Representations
      and Warranties Regarding Leases, Contracts, and Other
      Documents. 

            	
              28

            


    

    
      	
              17.

            	
              Seller’s
      Disclosures. 

            	
              30

            


    

    
      	
               
      

            	
              17.1

            	
              Soil
      Disclosure. 

            	
              30

            


    

    
      	
               
      

            	
              17.2

            	
              Underground
      Storage Tank Disclosure. 

            	
              31

            


    

    
      	
              18.

            	
              Third
      Party Beneficiaries. 

            	
              31

            


    

    
      	
              19.

            	
              Further
      Assurances. 

            	
              31

            


    

    
      	
              20.

            	
              No
      Assignment. 

            	
              31

            


    

    
      	
              21.

            	
              Purchaser’s
      Authority. 

            	
              31

            


    

    
      	
              22.

            	
              Confidentiality. 

            	
              32

            


    

    
      	
              23.

            	
              Assumption
      or Cancellation of Service Contracts. 

            	
              33

            


    

    
      	
              24.

            	
              Miscellaneous. 

            	
              33

            


    

    
      	
               
      

            	
              24.1

            	
              Captions
      and Execution. 

            	
              33

            


    

    
      	
               
      

            	
              24.2

            	
              Press
      Release. 

            	
              33

            


    

    
      	
               
      

            	
              24.3

            	
              Amendment
      and Merger. 

            	
              33

            


    

    
      	
               
      

            	
              24.4

            	
              Binding. 

            	
              33

            


    

    
      	
               
      

            	
              24.5

            	
              Governing
      Law; Venue and Limitation Date. 

            	
              33

            


    

    
      	
               
      

            	
              24.6

            	
              Entire
      Agreement. 

            	
              34

            


    

    
      	
               
      

            	
              24.7

            	
              Time
      of Essence. 

            	
              34

            


    

    
      	
               
      

            	
              24.8

            	
              No
      Waiver. 

            	
              34

            


    

    
      	
               
      

            	
              24.9

            	
              Partial
      Invalidity. 

            	
              34

            


    

    
      	
               
      

            	
              24.10

            	
              Exclusive
      Rights. 

            	
              34

            


    

    
      	
               
      

            	
              24.11

            	
              No
      Offer or Binding Contract. 

            	
              34

            


    

    
      	
               
      

            	
              24.12

            	
              Counterparts. 

            	
              34

            


    

    
      	
               
      

            	
              24.13

            	
              Joint
      and Several Liability. 

            	
              34

            


    

    
      	
               
      

            	
              24.14

            	
              Jury
      Waiver. 

            	
              35

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE

     

    OF

     

    SCHEDULES
AND EXHIBITS

    Schedules

    A           Legal
Description

    B           List
of Leases

    C           Operating
Statement

    D           Service
Contracts

    E           Pending
Litigation

    F           Existing
Environmental Reports

    G           Licenses

    H           Specific
Permitted Encumbrances

    I           Rent
Roll

    J           Personal
Property

    Exhibits

    A           Form
of Assignment and Assumption of Ground Lease

    B           Form
of Bill of Sale

    C           Form
of Assignment and Assumption of Leases and Service Contracts

    D           Form
of Assignment of Intangible Property and Warranties

    E           Form
of Notice to Tenants

    F           Form
of FIRPTA Affidavit

    G           Form
of Title Affidavit

    H           Form
of Ground Lease Estoppel Certificate

    I           Form
of Underground Storage Tank Disclosure

    J           Form
of Second Amendment

    K           Form
of Tenant Estoppel

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    PURCHASE
AND SALE AGREEMENT

    


    THIS PURCHASE AND SALE
AGREEMENT (this “Agreement”) is made and
entered into as of the 20th day of January, 2010 (the “Effective Date”), by and
between (i) 1331 L Street LLC, a Delaware limited liability company (sometimes
referred to as “Seller”
or “Ground Lessee”), and (ii) 1331 L
Street Holdings, LLC, a Delaware limited liability company (“Purchaser”).

     

    RECITALS:

    


    A.           Seller
owns a certain ground leasehold and the improvements thereon, commonly known as
1331 L Street, N.W., Washington, D.C.

    


    B.           Seller
has agreed to sell to Purchaser, and Purchaser has agreed to purchase from
Seller, the Property (as hereinafter defined).

    


    NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

    


    1. Definitions.

     

    The terms
defined in this Section 1 shall have the respective meanings stated in this
Section 1 for all purposes of this Agreement.  For purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) the terms defined in this Section 1 include the plural
as well as the singular, and the use of any gender herein shall be deemed to
include the other gender; (ii) accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with United States generally
accepted accounting principles; (iii) references herein to “Sections” and other
subdivisions without reference to a document are to designated Sections and
other subdivisions of this Agreement; (iv) a reference to an Exhibit or a
Schedule without a further reference to the document to which the Exhibit or
Schedule is attached is a reference to an Exhibit or Schedule to this Agreement;
(v) the words “herein”, “hereof’, “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular provision; and (vi)
the word “including” means “including, but not limited to.”

    


    Additional
Rent shall mean all reimbursements of Operating Expenses, reimbursements
of real estate taxes, insurance and other cost reimbursements payable by Tenants
to Seller, as landlord, under their Leases.

    


    Affiliate
shall mean with respect to any entity, any natural person or firm, corporation,
partnership, limited liability company, association, trust or other entity which
controls, is controlled by, or is under common control with, the subject entity;
a natural person or entity which controls an Affiliate under the foregoing shall
also be deemed to be an Affiliate of such entity.  For purposes
hereof, the term “control” shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of any
such entity, or the power to veto major policy decisions of any such entity,
whether through the ownership of voting securities, by contract or
otherwise.

    


    Amendment
shall have the meaning set forth in Section 8.2.

    


    Approved
Leases shall have the meaning set forth in Section 8.2.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Basic Rent
shall mean all base rent or basic rent payable in fixed installments and fixed
amounts for stated periods by Tenants under their Leases.

    


    Broker
shall mean and refer to Holliday, Fenoglio Fowler, LP.

    


    Building
shall mean the building and structures now erected or situated upon the Land,
including all improvements and fixtures, appurtenant to or used in connection
therewith, which are owned by Seller on the Effective Date and any interest of
Seller in and to alterations and installations in the building and structures
which may now or hereafter, by lease or operation of law, become the property of
Seller.

    


    Business
Day shall mean those days of the week which are not a Saturday, Sunday or
a federal holiday.

    


    Closing
shall have the meaning set forth in Section 4.3.

    


    Closing
Date shall mean February 11, 2010, or such earlier date as may be
mutually agreed to by the parties.

    


    Closing
Statement shall have the meaning set forth in Section 5.1.

    


    Delinquent
Rent shall mean rent which is due and payable by a Tenant on or before
the Closing Date but which has not been paid by the Closing Date.

    


    Deposit
shall mean the sum of Four Million Dollars ($4,000,000.00), together with
interest earned thereon as provided in Section 4.2.

    


    Due
Diligence Materials shall mean the material supplied by Seller pursuant
to Section 9.1 hereof.

    


    Effective
Date shall be the date set forth in the preamble to this
Agreement.

    


    Elevator
Contract shall mean that certain National Elevator Maintenance Agreement
dated January 10, 2006 by and between Transwestern (on behalf of Seller) and
Otis Elevator Company.

    


    End
of the Inspection Period shall mean the earlier of (i) February 1, 2010;
or (ii) the date Purchaser waives its termination rights under Sections 9.2 and
9.5 hereof.

    


    Environmental
Laws shall refer to all federal, state and local laws, ordinances or
regulations governing Hazardous Materials.

    


    Environmental
Studies shall have the meaning set forth in Section 9.3.

    


    Escrow
Agent shall mean Old Republic National Commercial Title Services, 1667 K
Street, N.W., Suite 610, Washington, D.C.  20006-1652, Attention
Christopher Naughten, Esq, Tel: (202)296-3901, Ext. 2; Fax: (202)
595-0207.

    


    Estoppel
shall have the meaning set forth in Section 10.1.

    


    Existing
Environmental Reports shall have the meaning set forth in Section
9.1.

    


    Final
Closing Adjustment shall have the meaning set forth in Section
5.8.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Ground
Lease shall mean that certain Lease dated February 15, 1989 by and
between 1331 L Street LLC, a Delaware limited liability company (as
successor-in-interest by multiple assignments, “Ground Lessee”) and Manger
8-10-34 Trust Partners LLC, a District of Columbia limited liability company (as
successor-in-interest to Julius Manger, Jr. and William M. Manger, as Successor
Trustees under the several Trusts created by Declaration of Trust dated August
10, 1934, between Julius Manger, Grantor and Julius Manger, Trustee) (the
"Ground Lessor") for the Land located at 1331 L Street, N.W., Washington, D.C.,
as amended and supplemented by (i) Rider to Lease dated February 15, 1989, (ii)
Letter Agreement dated May 8, 1992 from Charles A. Camalier, III, Esquire, on
behalf of Ground Lessee, to Noah P. Rosoff, Esquire, on behalf of Ground Lessor,
as agreed to and accepted by Ground Lessor, (iii) a side letter (regarding
Ground Lessee's indemnity obligations) dated November 9, 2006, (iv) that certain
First Amendment to Lease dated November 27, 2006 by and between Ground Lessee
and Ground Lessor, and (v) that certain Second Amendment to Lease dated July 15,
2009 by and between Ground Lessee and Ground Lessor.

    


    Ground
Lessor shall mean Manger 8-10-34 Trust Partners LLC, or its successor in
interest.

    


    Hazardous
Materials shall have the meaning set forth in Section 15.1. Inspection
Period shall have the meaning set forth in Section 9.2.

    


    Intangible
Property shall mean the contract rights, licenses, permits, certificates
of occupancy, rights to use trademarks, trade names (including, but not limited
to the name "1331 L Street" and all derivations thereof), logos, designs,
graphics or artwork, architectural drawings and as-built plans, licenses,
approvals, certificates, certificates of occupancy, governmental approvals,
proceeds under insurance policies or condemnation proceeds, site plans
variances, and all similar items owned by Seller and used in connection with the
development of, construction of, or use and operation of the
Property.

    


    Land
shall mean that certain parcel of land described in Schedule A in which
Seller holds a leasehold interest pursuant to the Ground Lease.

    


    Lease
Schedule shall refer to Schedule
B.

    


    Leases
shall mean those leases and subleases of space for portions of the Building in
existence on the Effective Date which are listed on Schedule B attached
hereto, together with any Approved Leases executed after the Effective
Date.

    


    Lease
Activity Notice shall have the meaning set forth in Section
8.2.

    


    Leasing
Agreement shall refer to that certain Exclusive Leasing Agreement dated
July 1, 2008, as amended, between Seller and Transwestern Carey Winston, LLC
("Transwestern").

    


    Leasing
Costs shall mean for a particular Lease (i) all leasing commissions due
to brokers due in connection with a Lease, and (ii) the cost of any obligation
of Landlord under the Lease to perform or pay for tenant improvements,
improvement allowances or other concessions and legal fees.

    


    Licenses
shall have the meaning set forth in Section 8.5(e). The Licenses are identified
on Schedule G.

    


    Litigation
and Litigation
Schedule shall have the meaning set forth in Section 16.2(f). Limitation
Date shall have the meaning set forth in Section 24.5 hereof.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Management
Agreement shall mean that certain Management Agreement dated February 22,
2008, between Seller and Transwestern, as amended by that certain First
Amendment to Property Management Agreement dated February 27, 2009.

    


    MBA
shall mean the Mortgage Bankers Association, an Illinois not for profit
corporation.

    


    MBA’s
NDA shall mean that certain Nondisturbance and Attornment Agreement dated
July 15, 2009 by and between Ground Lessor and MBA.

    


    New
Lease shall have the meaning set forth in Section 8.2.

    


    Objections
shall have the meaning set forth in Section 9.5.

    


    Operating
Expenses shall mean all costs, expenses, charges and fees relating to the
ownership, management, operation, maintenance and repair of the Property,
including electricity, gas, water, sewer and other utility charges, common area
maintenance charges, vault charges, personal property taxes, periodic charges
payable under Service Contracts, but not including any costs, expenses, charges
or fees which are the direct responsibility of a Tenant under a
Lease.

    


    Operating
Statement shall mean the rent roll, budgets, delinquency reports, aging
analyses and other information attached or listed on Schedule
C.

    


    Other
Seller Interests shall mean all of the right, title and interest of
Seller pertaining to the Land, including all appurtenances thereunto belonging
or in any way appertaining, including the following:

    


    (a)           all
of the right, title and interest of Seller in and to any easements, grants of
right or other agreements affecting the Property or comprising the Permitted
Encumbrances, including any structures or improvements erected pursuant to such
easements, grants of right or other agreements whether or not situated upon the
Land;

    


    (b)           all
of the right, title and interest of Seller in and to any land lying in the bed
of any street, road or avenue, opened or proposed, in front of or adjoining the
Property, to the center line thereof, and to any strips or gores adjoining the
Property or any part thereof, and all right, title and interest of Seller in and
to any award made or to be made in lieu thereof, and in and to any unpaid award
for damages to the Property by reason of change of grade of any street;
and

    


    (c)           all
of the right, title and interest of Seller in and to any mineral and water
rights, if any.

    


    Permitted
Encumbrances shall mean (a) zoning and building ordinances and land use
regulations, Environmental Laws, and other legal requirements that apply to the
Property; (b) the lien of taxes and assessments not yet due and payable; (c) any
exceptions caused by Purchaser, its agents, representatives, employees or its
contractors; (d) the rights of the Tenants under the Leases as tenants only and
without rights of purchase; (e) matters identified on Schedule H; (f) the
Second Amendment; and (g) any matters deemed to constitute Permitted
Encumbrances under Section 9.5.

    


    Personal
Property shall mean (i) all tangible personal property located in the
Building and the Land that is owned by Seller and used in the operation of the
Building and the Land, including, without limitation, (a) all maintenance
equipment and tools, and (b) the property identified in Schedule J (which
Seller believes to be a reasonably complete list as of the Effective Date) and
(ii) all mechanical systems and equipment comprising a part of the

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

      Building.  Without
limiting the generality of the foregoing, Seller, and MBA (as evidenced by its
execution of this Agreement), agree that the following equipment shall be
considered included in the Personal Property conveyed to Purchaser as part of
the Property at no additional cost, whether same is owned by Seller or MBA and
whether or not same is identified in Schedule J: (i) the generator servicing the
Building (described as Generac SD275-K361 in the Kelly Generator & Equipment
maintenance contract), (ii) the 300 kw Generac Diesel engine-driven generator
servicing the MBA leased space, (iii) all automatic transfer switches, fuel
pumps, and fuel oil tanks associated with said two generators, and (iv) a self
contained supplemental McQuay air conditioning system that provides cooling for
the existing MBA data center in the Building, including all ducting, sensors,
fan, pumps and air handlers.

    

    


    Property
shall collectively mean the Land, the Site Improvements, the Building, the
Personal Property, all of Seller’s right, title and interest in and to the
Leases and Licenses, the Intangible Property and the Other Seller
Interests.

    


    Purchase
Price shall mean the purchase price for the Property specified in Section
4.1.

    


    Purchaser
Response shall have the meaning set forth in Section 9.5.

    


    Renewal
shall have the meaning set forth in Section 8.2.

    


    Second
Amendment shall mean that certain Second Amendment to Office Lease
Agreement between Purchaser and MBA that will be executed at the
Closing.

    


    Security
Deposits shall mean all security deposits, access card or key deposits
and other deposits (including any interest accrued thereon in accordance with
the terms of the Tenants’ Leases) relating to space within the Building held by
Seller under Leases.

    


    Seller
Response shall have the meaning set forth in Section 9.5.

    


    Service
Contracts shall mean all of the service, operation, maintenance, labor
and similar agreements entered into by Seller in respect of the Property which
are described in Schedule
D.

    


    Site
Improvements shall mean all of the parking lots, driveway pavings, access
cuts, parking lot striping, lighting, bumpers, drainage systems and landscaping
situated upon the Land.

    


    SNDA
shall have the meaning set forth in Section 10.1.

    


    Survey
shall have the meaning set forth in Section 9.5.

    


    Tenant
shall mean the holder of any right to occupy, possess, or use all or any part of
the Property pursuant to a Lease.

    


    Tenant’s
Fiscal Year shall have the meaning set forth in Section
5.2(b).

    


    Title
Commitment shall have the meaning set forth in Section 9.5.

    


    Title
Company shall mean Old Republic National Title Insurance Company, or such
other nationally recognized title insurance company selected by
Purchaser.

    


    Title
Policy shall have the meaning set forth in Section 10.3(c).

    


    
      
        
        

      

      
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    Underground
Storage Tank Disclosure shall have the meaning set forth in Section
17.2.

    


    2. Sale of
The Property.

    


    2.1 Agreement of Sale and
Purchase.    Upon
and subject to the terms and conditions contained in this Agreement, Seller
agrees to sell the Property to Purchaser, and Purchaser agrees to purchase the
Property from Seller.

    


    2.2 “As Is, Where
Is”.

     

       This
Agreement reflects the mutual agreement of Seller and
Purchaser.  Other than the matters specifically set forth in this
Agreement, which by the terms of this Agreement survive Closing, Purchaser will,
upon the Closing, be deemed to have not relied upon and will not rely upon,
either directly or indirectly, any representation or warranty of Seller or any
of Seller’s agents or representatives.  Except to the extent set forth
in Sections 8.1, 8.5, 8.6, 15 and 16 of this Agreement, Seller specifically
disclaims, and neither it nor any of its Affiliates nor any advisor, consultant
or employee of Seller is making, any representation, warranty or assurance
whatsoever to Purchaser, and no warranties or representations of any kind or
character, either express or implied, are made by Seller or relied upon by
Purchaser with respect to the status of title to or the maintenance, repair,
condition, design or marketability of the Property, or any portion thereof,
including, but not limited to, (a) any implied or express warranty of
merchantability, (b) any implied or express warranty of fitness for a particular
purpose, (c) any implied or express warranty of conformity to models or samples
of materials, (d) any rights of Purchaser under appropriate statutes to claim
diminution of consideration, (e) any claim by Purchaser for damages because of
defects, whether known or unknown, with respect to the improvements or the
personal property, (f) the financial condition or prospects of the Property, and
(g) the compliance or lack thereof of the Property with governmental
regulations.  Purchaser represents that it is a knowledgeable,
experienced and sophisticated purchaser of real estate, and that it is relying
solely on its own expertise and that of its advisors in purchasing the
Property.  Prior to the Closing, Purchaser will conduct and may
conduct such inspections, investigations and other independent examinations of
the Property and related matters as Purchaser deemed necessary, including, but
not limited to, the physical and environmental conditions thereof, and upon the
Closing, will rely upon same and not upon any statements of Seller (excluding
the limited matters represented by Seller in Sections 8.1, 8.5, 8.6, 15 and 16
of this Agreement) or of any Affiliate, officer, director, employee, agent or
attorney of Seller.  Purchaser acknowledges and agrees that upon
Closing, Seller will sell and convey to Purchaser, and Purchaser will accept the
Property, “as is”, “where is”, and “with all faults” except as may otherwise be
specifically provided in Sections 8.1, 8.5, 8.6, 15 and 16 of this
Agreement.  The terms and conditions of this Section 2.2 will
expressly survive the Closing, will not merge with the provisions of any closing
documents, and will survive the recordation of the Deed.

    


    3. Matters
to Which the Sale is Subject.

    


       The
sale of the Property shall be subject to each and all of the
following:

    


    (a) the
Permitted Encumbrances;

    


    (b) the
Ground Lease; and

    


    (c) the
Service Contracts and any other agreements that affect the Property, which
Purchaser may elect, in its sole discretion, to assume in writing.

    


    
      
        
        

      

      
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    4. Purchase Price and
Payment.

    


    4.1 Amount.    Subject
to the adjustments and prorations contemplated by this Agreement, the purchase
price for the Property shall be the sum of Forty One Million Two Hundred Fifty
Thousand Dollar($41,250,000) (the “Purchase Price”), which shall be payable all
in cash at the Closing.

    


    4.2 Deposit.    Within
three (3) Business Days after the End of the Inspection Period (and provided
Purchaser has not elected by written notice to terminate this Agreement as
provided in Sections 9.2 or 9.5), Purchaser shall place the Deposit in escrow
with the Escrow Agent.  The Deposit shall be held by the Escrow Agent
pursuant to the express provisions of this Agreement.  Escrow Agent
shall promptly after receipt invest the Deposit in an interest-bearing account
in a federally insured commercial bank acceptable to both Purchaser and
Seller.  The failure of the Purchaser to post the Deposit as and when
required hereunder shall be deemed an election by Purchaser to terminate this
Agreement pursuant to Section 9.2 hereof at the End of the Inspection
Period.

    


    4.3 Payment.    On
the Closing Date, Purchaser shall pay the Purchase Price to, or for the account
of, Seller in the manner provided for in this Section 4.3, subject to the
adjustments and prorations set forth in this Agreement.  On or before
noon on the Closing Date, Purchaser shall effect a wire transfer of federal
funds to the Escrow Agent’s designated escrow account in an amount equal to the
result obtained by subtracting from (A) the sum of (i) the Purchase Price and
(ii) the net amount (if any) of the costs, expenses, prorations and adjustments
payable by Purchaser under this Agreement, (B) the sum of (i) the net amount (if
any) of the costs, expenses, prorations and adjustments payable to Purchaser
under this Agreement, and (ii) the Deposit.  After the Escrow Agent’s
receipt of the wire transfer of funds and immediately following (i) the
recordation of the Ground Lease Assignment (as hereinafter defined), (ii) the
issuance of the Title Policy to Purchaser and (iii) the disbursement by the
Escrow Agent to Seller of an amount equal to the Purchase Price (including as a
part of the Purchase Price, the Deposit) reduced by the net amount of the costs,
expenses, prorations and adjustments payable by Seller under this Agreement (the
“Closing”), the Escrow
Agent shall (1) deliver to Purchaser all documents and instruments received by
Escrow Agent which, in accordance with the terms of this Agreement, are to be
delivered by Seller to Purchaser at the closing of the purchase; and (2) deliver
to Seller all documents and instruments received by Escrow Agent which, in
accordance with the terms of this Agreement, are to be delivered by Purchaser to
Seller at the Closing.  Notwithstanding anything to the contrary
herein, the Escrow Agent shall not record the Ground Lease Assignment until such
time as it is prepared to disburse to Seller on the Closing Date the amount
specified in the immediately preceding sentence, and issue to Purchaser the
Title Policy.

    


    4.4 Disposition of
Deposit.    If
this Agreement is terminated pursuant to Section 14 and thereafter either Seller
or Purchaser makes a demand on the Escrow Agent for the return of the Deposit
(if the demand is made by Purchaser) or for the payment of the Deposit (if the
demand is made by Seller), the party making such demand and the Escrow Agent
shall give notice of such demand to the other party.  If the Escrow
Agent does not receive an objection from the other party to the proposed payment
or return of the Deposit within five (5) Business Days after the giving of such
notice, the Escrow Agent shall pay the Deposit to the party making the
demand.  If the Escrow Agent receives an objection from the other
party within the five (5) Business Day period, the Escrow Agent shall continue
to hold the Deposit until otherwise directed by instructions from Seller and
Purchaser or until otherwise directed by a court of competent
jurisdiction.  Until the End of the Inspection Period, the provisions
of Sections 9.2 and 9.5, and not the provisions of this Section 4.4, shall
control the disposition of the Deposit.  The provisions of this
Section 4.4 shall also not apply to other provisions of this Agreement which
grant the Purchaser the right to terminate this Agreement and receive a refund
of the Deposit.

     

    
      
        
        

      

      
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    4.5 Interpleader.    In
the event of a dispute concerning the disposition of the Deposit, the Escrow
Agent shall have the right, at any time, to deposit any cash funds held by it
under this Agreement with the clerk of the court having
jurisdiction.  The Escrow Agent shall give notice of such deposit to
Seller and Purchaser.  Upon such deposit, the Escrow Agent shall be
relieved and discharged of all further obligations and responsibilities
hereunder.  Until the End of the Inspection Period, the provisions of
Sections 9.2 and 9.5 and not the provisions of this Section 4.5 shall control
the disposition of the Deposit.  The provisions of this Section 4.5
shall also not apply to other provisions of this Agreement which grant the
Purchaser the right to terminate this Agreement and receive a refund of the
Deposit.

    


    4.6 Escrow Agent as
Stakeholder.    The
parties acknowledge that the Escrow Agent is acting solely as a stakeholder at
their request and for their convenience; that the Escrow Agent shall not be
deemed to be the agent of either of the parties; and that the Escrow Agent shall
not be liable to either of the parties for any act or omission on its part
unless taken or suffered in bad faith, in willful disregard of this Agreement or
involving gross negligence.  Seller and Purchaser shall jointly and
severally indemnify and hold the Escrow Agent harmless from and against all
costs, claims, and expenses, including reasonable attorneys’ fees, incurred in
connection with the performance of the Escrow Agent’s duties hereunder, except
with respect to actions or omissions taken or suffered by the Escrow Agent in
bad faith, in willful disregard of this Agreement or involving gross negligence
on the part of the Escrow Agent.

    


    4.7 Escrow Agent to Acknowledge
Agreement.   The
Escrow Agent shall acknowledge its agreement to the provisions of this Agreement
by executing this Agreement in the space provided below.

    


    5. Closing
Adjustments and Prorations.

    


    5.1 General.    All
rentals, revenues and other income generated by the Property and all utilities,
real estate taxes, maintenance charges and other Operating Expenses incurred in
connection with the ownership, management and operation of the Property shall be
paid or shall be prorated between Seller and Purchaser in accordance with the
provisions of this Section 5.  For purposes of the prorations and
adjustments to be made pursuant to this Section 5, Purchaser shall be deemed to
own the Property as of the Closing Date and therefore be entitled to any
revenues and be responsible for any expenses for the entire day upon which the
Closing occurs.  Any apportionments and prorations which are not
expressly provided for in this Section 5 shall be made in accordance with the
customary practice in the District of Columbia.  Except as expressly
provided herein, the purpose and intent as to the provisions of prorations and
apportionments set forth in this Section 5 and elsewhere in this Agreement is
that Seller shall bear all expenses of ownership and operation of the Property
and shall receive all income and revenue therefrom accruing through midnight of
the day preceding the Closing and Purchaser shall bear all such expenses and
receive all such income and revenue accruing thereafter.  Seller and
Purchaser shall cause their respective accountants to prepare a schedule of
prorations (the “Closing Statement”) at least three (3) Business Days before the
Closing Date.  Any net adjustment in favor of Purchaser shall be
credited against the Purchase Price at the Closing.  Any net
adjustment in favor of Seller shall be paid in cash at the Closing by Purchaser
to Seller.

    


    5.2 Rent.   Rent
shall be prorated at the Closing in accordance with the following
provisions:

    


    (a) Basic
Rent and Other Revenues.  Subject to Section 5.2(c), Basic Rent
and other revenues (including, without limitation, percentage rents) shall be
prorated between Seller and Purchaser as of the Closing Date based on the actual
number of days in the month during which the Closing Date
occurs.  Seller shall be entitled to all Basic Rent and other revenues
which are due and payable under the Leases before the Closing Date and Purchaser
shall be entitled to all Basic Rent and other revenues which are due and payable
under the Leases on and after the Closing Date.  Accordingly,
Purchaser shall be credited with an amount equal to all prepaid rentals for
periods after the Closing Date.

     

    
      
        
        

      

      
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    (b) Additional
Rent.  Subject to Section 5.2(c), monthly or other payments
made by Tenants in advance based upon projected or estimated Additional Rent
shall be prorated between Seller and Purchaser as of the Closing Date based on
the actual number of days in the month or other period for which the advance
payment is made.  Such proration shall be made separately for each
Tenant which is obligated to pay Additional Rent on the basis of the fiscal year
set forth in the Tenant’s Lease for the determination and payment of Additional
Rent (the “Tenant’s Fiscal Year”).  Since all Tenants who are
obligated to pay Additional Rent are on a fiscal year ending September 30 for
Additional Rent purposes, such prorations shall be made separately for each such
Tenant on the basis of the fiscal year ending 9/30/09 (the “Current Fiscal
Year”).

    


    (c) Delinquent
Rent.  Delinquent Rent shall not be prorated at Closing and
shall be paid by Purchaser to Seller if, as, and when actually collected by
Purchaser after the Closing.  For purposes hereof, Percentage Rent for
all periods prior to the Closing Date but not received by the Closing Date shall
be treated in the same manner as Delinquent Rent under this Section
5.2(c).  It is understood and agreed that Purchaser shall be obligated
to use its commercially reasonable efforts to collect Delinquent Rent on behalf
of Seller (including, without limitation, sending notices of default under the
applicable lease), but is under no obligation to initiate any legal proceeding
to collect the Delinquent Rent, evict the Tenant who is delinquent, or terminate
the Tenant’s lease.  In the event that Seller, prior to the Closing,
has initiated an action for Delinquent Rent, then, at Purchaser’s option, Seller
will, at the Closing, assign its rights in such action to Purchaser who will
thereafter prosecute the same on behalf of Seller, and the legal fees incurred
by Purchaser in prosecuting such action shall be borne by Purchaser and Seller
in the same proportion as the parties share any recovery of Delinquent Rent
pursuant to the next sentence of this Section 5.2(c).  Delinquent Rent
collected by Purchaser after the Closing Date (less any collection costs
incurred by Purchaser), for periods prior to the Closing Date, shall be applied
first to any other unpaid Delinquent Rent accruing after the Closing Date,
current rents, and then any sums remaining to Delinquent Rent owing prior to the
Closing Date.  Base Rent or Additional Rent collected after the
Closing Date (less any collection costs incurred by Purchaser) shall be applied
to the sums then currently due and owing from Tenant under the Lease for all
periods accruing after the Closing Date and then any sums remaining to
Delinquent Rent.

    


    5.3 Taxes and
Assessments.

     

    (a) Proration
of Taxes at Closing.  All non-delinquent real estate taxes
assessed against the Property shall be prorated between Seller and Purchaser,
based upon the actual current tax bill.  If the most recent tax bill
received by Seller before the Closing Date is not the actual current tax bill,
then Seller and Purchaser shall initially prorate the real estate taxes at the
Closing by applying the most recent tax assessment rate established by the
District of Columbia to the latest assessed valuation established by the
District of Columbia for tax purposes (which may be from a notice of assessment
or the most recent tax bill), and shall reprorate the real estate taxes
retroactively at the Final Closing Adjustment.  All real estate taxes
accruing before the Closing Date (no matter when assessed or levied) shall be
the obligation of Seller and all real estate taxes accruing on and after the
Closing Date shall be the obligation of Purchaser.  Any delinquent
real estate taxes assessed against the Property shall be paid (together with any
interest and penalties) by Seller at the Closing.

    


    
      
        
        

      

      
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    (b) Post-Closing
Supplemental Taxes.  If, after the Closing Date, any additional
or supplemental real estate taxes are assessed against the Property by reason of
back assessments, corrections of previous tax bills or other events occurring
before the Closing Date, Seller and Purchaser shall reprorate the real estate
taxes at the Final Closing Adjustment using the method set forth in Section
5.3(a).

    


    (c) Post-Closing
Refunds of Taxes.  The parties acknowledge that there is
presently pending a real estate tax appeal for Tax Year 2010 (“Pending Tax Appeal”), filed on
behalf of Seller by Wilkes Artis, Chartered (“WA”), pursuant to an
engagement letter dated March 30, 2009 (the “Engagement Letter”), the terms
of which are incorporated herein by reference.  At Closing, Seller
will assign to Purchaser, and Purchaser will assume from Seller, all rights and
responsibilities under the Engagement Letter, including responsibility for any
costs and fees payable thereunder.  Seller shall be responsible for
notifying WA of the sale, in accordance with the terms of the Engagement
Letter.  Before and after Closing, Seller will deliver to WA any
information or documentation requested by WA in connection with the Pending Tax
Appeal which is Seller’s possession or control.  If the Pending Tax
Appeal (or any other prior tax appeals) is successful, any refunds of real
estate taxes made to Purchaser after the Closing shall first be applied to the
unreimbursed costs of WA, Purchaser and Seller incurred in obtaining the refund,
then paid to any Tenants who are entitled to the same, and the balance, if any,
shall be paid to Seller (for the period prior to the Closing Date) within ten
(10) days of Purchaser’s receipt of such refund and to Purchaser (for the period
commencing on and after the Closing Date).  If the Pending Tax Appeal
is unsuccessful, Purchaser and Seller shall reprorate the out-of-pocket costs
they incurred in the same ratio.

    


    5.4 Operating Expenses and
Ground Rent.  All
Operating Expenses shall be prorated between Seller and Purchaser as of the
Closing Date, based on the actual number of days in the month during which the
Closing Date occurs for monthly expenses, and based on a 365-day year for annual
expenses.  For purposes of this Section, Net Annual Rent under the
Ground Lease, which is payable in advance in equal monthly installments, shall
be treated as an Operating Expense.  Seller shall be responsible for
all Operating Expenses attributable to the period before the Closing Date and
Purchaser shall be responsible for all Operating Expenses attributable to the
period on and after the Closing Date.  To the extent commercially
reasonable and practicable, Seller and Purchaser shall obtain billings and meter
readings as of the Business Day preceding the Closing Date to aid in the
proration of charges for gas, electricity and other utility services which are
not the direct responsibility of Tenants.  If such billings or meter
readings as of the Business Day preceding the Closing Date are obtained,
adjustments or any costs, expenses, charges or fees shown thereon shall be made
in accordance with such billings or meter readings.  If such billings
or meter readings as of the Business Day preceding the Closing Date are not
available for any utility service, the charges therefor shall be adjusted at the
Closing on the basis of the per diem charges for the most recent prior period
for which bills were issued and shall be further adjusted at the Final Closing
Adjustment on the basis of the actual bills for the current
period.  Estimated payments of Percentage Rent are payable under the
Ground Lease quarter-annually, in arrears, on or before the 15th day of the
first month following a given calendar quarter, and said payments are subject to
audit and an annual reconciliation, based upon an Annual Reconciliation
Statement delivered to the Ground Lessor when annual reconciliations are
delivered to Tenants of the Building.  Seller’s Annual Reconciliation
Statement is based on Seller’s fiscal year, which is October 1-September
30.  Accordingly, at Closing, Percentage Rent will have been paid for
the 4th calendar quarter of 2009, and will be accruing for the 1st calendar
quarter of 2010.  Accrued Percentage Rent for the 1st calendar quarter
of 2010 will be prorated between Seller and Purchaser as of the Closing Date,
calculated on the actual number of days in the 1st calendar quarter of 2010, on
the basis of the Percentage Rent paid to the Ground Lessor for the 4th calendar
quarter of 2009, subject to recalculation when the final numbers are
known.  Seller shall be solely responsible for, and shall indemnify
and hold Purchaser harmless against, all claims, costs and liabilities arising
out of the Ground Lessor’s audit of Seller’s fiscal year ending September 30,
2009, and all earlier fiscal years, including, without limitation, all amounts
of Percentage Rent determined to be owed for such prior fiscal
years.  The foregoing indemnity shall survive the Closing and shall be
enforceable at any time.

     

    
      
        
        

      

      
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    5.5 Security
Deposits.    Purchaser
shall be credited with, and Seller shall be charged with an amount equal to, all
Security Deposits which are set forth in the Leases and any interest required to
be paid thereon regardless of whether or not such amount is actually being held
by Seller, Seller’s managing agent or any other person under the Leases, unless
with respect to a particular Lease, the Seller can supply reasonable evidence
that the sum has been reimbursed to the Tenant or otherwise been applied by
Seller in accordance with the Lease.  Seller shall be entitled to
retain all Security Deposits, interest required to be paid thereon, or other
such credits due Tenants for which Purchaser receives credit and Seller is
charged pursuant to this Section 5.5.

    


    5.6 Utility
Deposits.  Seller
shall be entitled to retain all utility deposits paid by Seller prior to the
Closing.  If any of the utility deposits are not refundable to Seller
without replacement by Purchaser, Purchaser shall either: (i) deliver the
requisite replacement utility deposit to the utility company on or before the
Closing Date, or (ii) pay to Seller at the Closing the amount of such utility
deposit, against a good and sufficient transfer by Seller to Purchaser of all
interest of Seller in the utility deposit.

    


    5.7 Leasing
Costs.

     

    (a) At the
Closing, Seller shall pay for all Leasing Costs in connection with the Leases
that are due and owing as of the Effective Date (including any
leasing/commission agreement relating to the Leases existing as of the Effective
Date).  All New Leases, Amendments, and Renewals executed between the
Effective Date and the Closing Date shall be submitted by Seller to Purchaser
for review and approval in accordance with the terms of Section 8.2 hereof
(including disclosure of the details of leasing commissions, tenant improvement
obligations, rent abatements and other landlord concessions).  Any
Leasing Costs associated with such New Leases, Renewals and Amendments approved
by Purchaser pursuant to Section 8.2 hereof shall be the obligation of
Purchaser.  To the extent that, as of the Closing Date, there are any
written or other agreements pertaining to Leasing Costs which under this Section
are the obligation of the Purchaser to pay after the Closing, the Purchaser and
Seller will, at the Closing, execute a mutually acceptable agreement whereby the
Purchaser assumes the obligation to pay all of such Leasing Costs for which
Purchaser is responsible hereunder and will indemnify and hold Seller harmless
with respect to the same.

    


    (b) Notwithstanding
anything to the contrary in this Agreement, at Closing, Purchaser shall receive
(i) a credit towards the Purchase Price in the amount of all unadvanced tenant
improvement allowances, rent abatements or offsets and other landlord
concessions, and leasing commissions due under the Leases existing as of the
Effective Date.

    


    5.8 Final Closing
Adjustment.  No
later than six (6) months following the Closing Date (or, with respect to a
particular proration, such as a proration requiring calendar or fiscal year-end
or similar reconciliation, and only to the extent necessary to calculate the
final amount thereof, by June 30, 2011), Seller and Purchaser shall make a final
adjustment to the prorations made pursuant to this Section 5 (the “Final Closing
Adjustment”).  The Final Closing Adjustment shall be made in the
following manner:

    


    (a) General.  All
adjustments or prorations which could not be determined at the Closing because
of the lack of actual statements, bills or invoices for the current period, the
year-end adjustment of Additional Rent or any other reason, shall be made as a
part of the Final Closing Adjustment.  Any net adjustment in favor of
Purchaser shall be paid in cash by Seller to Purchaser no later than thirty (30)
days after the Final Closing Adjustment.  Any net adjustment in favor
of Seller shall be paid in cash by Purchaser to Seller no later than thirty (30)
days after the Final Closing Adjustment.  The parties shall correct
any manifest error in the prorations and adjustments made at Closing promptly
after such error is discovered.

    


    
      
        
        

      

      
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    (b) Additional
Rent Adjustment.  Seller and Purchaser shall prorate the actual
amount of Additional Rent paid by each Tenant for the Current Fiscal Year as
follows:

    


    (i) Seller
shall be entitled to the portion of the actual amount of Additional Rent paid by
the Tenant equal to the product obtained by multiplying such amount by a
fraction, the numerator of which is the number of days in the Current Fiscal
Year preceding the Closing Date and the denominator of which is the total number
of days in the Current Fiscal Year; and

    


    (ii) Purchaser
shall be entitled to the balance of the Additional Rent paid by the
Tenant.

    


    (iii) Accordingly,
if the year end statement (“Reconciliation Statement”)
reconciling  the estimated Additional Rent paid by each Tenant for the
Current Fiscal Year with the actual amount of Additional Rent payable by such
Tenant for the Current Fiscal Year shows an underpayment by the Tenant, the
payment thereof by Tenant to Purchaser shall be prorated in the ratio set forth
in clauses (i) and (ii) of this Section 5.8(b); and if the Reconciliation
Statement shows an overpayment by such Tenant, Seller shall reimburse Purchaser
for the amount of said overpayment to be credited to the Tenant in the same
ratio.  If it has not already done so, Seller agrees to prepare and
distribute to the Tenants and to Purchaser prior to the Closing Date all
Reconciliation Statements for the Current Fiscal Year.  Seller shall
be solely responsible for, and shall indemnify and hold Purchaser harmless
against, all claims, costs and liabilities arising out of any claims by Tenants
for adjustments with respect to Additional Rents due for any Fiscal Years ending
September 30, 2009 and 2008.

    


    


    In making
the foregoing adjustment of Additional Rent, interim payments of Additional Rent
collected and retained by Seller or Purchaser from each Tenant for the Current
Fiscal Year for periods before and after Closing, as the case may be, shall be
taken into account.  The adjustment of interim payments received and
actual Additional Rent paid shall be made separately for each Tenant and for
each type of Additional Rent.

    


    (c) No
Further Adjustments.  Except for: (i) additional or
supplemental real estate taxes, real estate tax credits or rebates, or other
adjustments to real estate taxes contemplated by Section 5.3, or (ii) manifest
errors, the Final Closing Adjustment shall be conclusive and binding upon Seller
and Purchaser, and Seller and Purchaser hereby waive any right to contest after
the Final Closing Adjustment any prorations, apportionments or adjustments to be
made pursuant to this Section 5.  The provisions of Section 5 shall
survive the Closing.

     
 

    6. Closing
Date and Costs.

    


    6.1 Closing
Date.   The
Closing shall take place at the offices of the Title Company in Washington, D.C.
at 10:00 a.m. Eastern Time on the Closing Date, or such earlier date as may be
mutually agreed to by the parties.  Notwithstanding the foregoing,
Purchaser and Seller shall endeavor to conduct Closing by depositing (by
overnight or local courier) into escrow with the Title Company, all closing
documents no later than one (1) Business Day prior to the Closing
Date.  In addition, Purchaser and Seller shall endeavor to finalize
all prorations and adjustments to the Purchase Price contemplated by Section 5
hereof, and prepare the Closing Statement detailing all such items and costs of
Closing, no later than three (3) Business Days prior to the Closing
Date.

    


    
      
        
        

      

      
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    6.2 Transfer and Recordation
Taxes and Closing Costs.   Seller
and Purchaser shall each pay one-half of (i) all recording costs (including, but
not limited to, all transfer taxes and recording fees) in connection with the
recording of the Ground Lease Assignment, and (ii) the Closing Escrow and
settlement fee of the Escrow Agent (which shall not exceed
$750.00).  Seller shall pay all costs and expenses necessary to obtain
a release of any liens or encumbrances on the Property.  Purchaser
shall pay for all other expenses of closing, including the costs of examination
of title, escrow fees (other than the Closing Escrow and settlement fee
referenced in clause (ii) of this Section 6.2), the Title Policy, the Survey and
all costs associated with any purchase money financing obtained by
Purchaser.  Each party shall pay the fees of its own legal counsel and
other consultants.  The provisions of this Section 6.2 shall survive
the Closing.

    


    7. Closing
Documents.

    


    7.1 Seller’s
Deliveries.

     

       Seller
shall execute and deliver to Purchaser on the Closing Date the
following:

    


    (a) an
assignment and assumption of Ground Lease (the “Ground Lease Assignment”) in
the form attached hereto as Exhibit
A;

    


    (b) a bill of
sale in the form attached hereto as Exhibit
B;

    


    (c) an
assignment and assumption of Leases and Service Contracts in the form attached
hereto as Exhibit
C;

    


    (d) an
assignment of all Intangible Property and warranties related to the Property in
the form attached hereto as Exhibit
D;

    


    (e) the
Second Amendment in the form attached as Exhibit
J;

    


    (f) letters
in the form attached hereto as Exhibit E to each
Tenant under the Leases;

    


    (g) a Section
1445 Affidavit in the form attached hereto as Exhibit
F;

    


    (h) an
owner’s affidavit addressed to the Title Company in the form attached as Exhibit G, and, if
required by the Title Company, such other documents reasonably required by the
Title Company to remove any matters which are not Permitted Encumbrances from
Purchaser’s title insurance policy and to eliminate the exceptions in the
owner’s title insurance policy for parties in possession other than the Tenants
under the Leases and mechanic’s liens;

    


    (i) the
Closing Statement referred to in Section 5.1 signed by Seller;

    


    (j) all keys
to the Property, if any, which are in Seller’s possession;

    


    (k) originals
of the Estoppels from the Ground Lessor and the Tenants and originals (if in
Seller’s possession) of the Ground Lease and all Leases, lease files and other
material required by Section 8.4.

    


    
      
        
        

      

      
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    (l) all
warranties, manufacturer or equipment manuals, service records and similar
information related to the Personal Property which are in Seller’s
possession;

    


    (m) a good
standing certificate issued by the State of Delaware, dated not more than thirty
(30) days prior to the Closing Date, evidencing that the Seller is in good
standing in the state of its organization;

    


    (n) resolutions
of the member of the Seller authorizing (1) the Seller to enter into this
transaction and convey the Property to Purchaser; and (2) the person or entity
signing on behalf of the Seller to execute and deliver the documents required by
this Section;

    


    (o) if the
documents signed by the Seller have been executed by a legal entity, a
resolution of such entity authorizing it to sign the documents and authorizing a
specific officer to execute the same on behalf of the entity, along with good
standing or other certificates that evidence the entity is in good standing in
the state of its organization;

    


    (p) any
transfer and recordation tax declaration;

    


    (q) a
certificate signed by Seller that the representations and warranties of Seller
set forth in this Agreement are true and correct on the Closing Date, subject to
the provisions of Section 10.3(a);

    


    (r) such
additional documents as Seller and Purchaser shall mutually agree are necessary
to consummate the sale of the Property to Purchaser or are otherwise required by
the provisions of this Agreement; and

    


    (s) notice of
termination of the Management Agreement;

    


    (t) notice of
termination of the Leasing Agreement;

    


    (u) notice of
termination of the Elevator Contract and the Pepco Contract;

    


    (v) letters
to the other parties under the Service Contracts, advising of the sale of the
Property.

    


    7.2 Purchaser’s
Deliveries.  Purchaser
shall execute and/or deliver to Seller on the Closing Date the
following:

    


    (a) the
Ground Lease Assignment in the form attached hereto as Exhibit A;

    


    (b) the
assignment and assumption in the form attached hereto as Exhibit
C;

    


    (c) the
Second Amendment in the form attached as Exhibit
J;

    


    (d) subject
to the provisions of Section 5.6, letters to the holders of any utility security
deposits authorizing the return of such security deposit to Seller;

    


    (e) the
Closing Statement referred to in Section 5.1; and

    


    (f) good
standing certificate(s) for the Purchaser issued by the State of Delaware and
each state of organization for the Purchaser, dated not more than thirty (30)
days prior to the Closing Date, evidencing that the Purchaser is in good
standing in the state of its organization and the District of
Columbia;

    


    
      
        
        

      

      
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    (g) resolutions
of the Manager of the Purchaser authorizing (1) the Purchaser to enter into this
transaction and purchase the Property from Seller; and (2) the entity or person
signing on behalf of the Purchaser to execute and deliver the documents required
by this Section;

     

    (h) if the
documents signed by the Purchaser have been executed by a legal entity, a
resolution of such entity authorizing it to sign the documents and authorizing a
specific officer to execute the same on behalf of the entity, along with good
standing or other certificates that evidence the entity is in good standing in
the state of its organization;

    


    (i) any
transfer and recordation tax declarations;

    


    (j) a
certificate signed by Purchaser that the representations and warranties of
Purchaser set forth in this Agreement are true and correct on the Closing Date,
subject to the provisions of Section 10.4(a); and

    


    (k) such
additional documents as Seller and Purchaser shall mutually agree are necessary
to consummate the sale of the Property to Purchaser or are otherwise required by
the provisions of this Agreement.

    


    7.3 Delivery in
Escrow.  The
delivery to the Escrow Agent of the Purchase Price, the executed Deed and all
other documents and instruments required to be delivered by either party to the
other by the terms of this Agreement shall be deemed to be a good and sufficient
tender of performance of the terms hereof.

    


    8. Obligations
Pending Closing.

    


    8.1 Continued Care and
Maintenance.   During
the period between the Effective Date and the Closing Date, Seller agrees: (i)
to continue its care, maintenance and operation of the Property on at least the
same standards as employed by Seller to date and use all reasonable efforts to
preserve its relations with Tenants, suppliers and others having business
dealings with it; (ii) not to make any substantial alterations or changes to the
Property other than ordinary and necessary maintenance and repairs, without
Purchaser’s prior approval (provided, however, Seller may make any alterations
or changes to the Property that are required by any Lease or, required by
Section 8.5(c)(ii) hereof or, are otherwise disclosed on the Operating Statement
without Purchaser’s prior approval); and (iii) to maintain in effect all
policies of casualty and liability insurance or similar policies of insurance,
with no less than the limits of coverage now carried with respect to the
Property.  Except as set forth in Section 8.2 hereof, Purchaser agrees
not to unreasonably withhold, condition or delay any such
approvals.  Nothing contained herein shall prevent Seller from acting
to prevent loss of life, personal injury or property damage in emergency
situations, or prevent Seller from performing any act with respect to the
Property which may be required by any Lease, applicable law, rule or
governmental regulations.

    


    8.2 Leasing of the
Property.  If Seller
desires to enter into (i) any new leases for the Property (a “New Lease”); or (ii) a
renewal, extension or expansion of any existing Leases for the Property (other
than renewals, extensions or expansions of existing Leases evidencing or
reflecting the exercise by Tenants of any rights or options, the terms of which
are fixed or determinable as of the Effective Date, under existing Leases) (a
“Renewal”) or (iii) any
other amendment or modification to a Lease (the “Amendment”), Seller shall give
Purchaser prior written notice (the “Lease Activity Notice”) of its
desire to do so.  The Lease Activity Notice shall include a copy of
the proposed 

     

    
      
        
        

      

      
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    New
Lease, Renewal or Amendment, and shall set out the amount of space involved, the
length of the lease term, the proposed financial terms thereof (including any
rent abatement periods), the amount of any leasing commission, tenant
improvement obligations and any “non-standard” provisions of the proposed New
Lease or Renewal or Amendment.  Seller shall not enter into any New
Lease, Renewal or Amendment without Purchaser’s prior written approval, which
may be granted or withheld in Purchaser’s sole discretion.  As used in
this Agreement, the term “Approved Leases” refers
collectively to (i) any New Lease, Renewal or Amendment which is approved by
Purchaser pursuant to this Section; and (ii) the Second Amendment.

    


    8.3 Service
Contracts.  Seller
shall not enter into any new service contracts in respect of the Property that
cannot be cancelled, without the payment of any termination related fee or
premium, upon thirty (30) days’ notice.

    


    8.4 Operating
Records.  On the
Closing Date, Seller will turn over to Purchaser, or leave at the Property,
all  Building operations books, records, operating records, files and
other materials, in the possession of Seller or its management agent, necessary
to a complete continuity in the operation of the Property, or copies thereof,
including, without limitation, all tenant files, including correspondence with
tenants and subtenants, Additional Rent information and reconciliations, service
contract and vendor logs, maintenance logs, equipment servicing information, and
warranty claims. Seller agrees to use commercially reasonable efforts to take
possession of such  books and records from Transwestern on or before
Closing  and deliver same to Purchaser at Closing, and Seller will
also exercise its rights relating to termination and deliveries by Transwestern
as set forth in Section 5.4 of the Management Agreement, and pay all fees in
connection therewith.  After the Closing Date, Purchaser shall permit
Seller to have access to and, at Seller’s sole cost and expense, make copies of
such records and files during Purchaser’s normal business hours on any Business
Day, provided that Seller must provide Purchaser with prior notice of at least
one (1) Business Day.  The records that Seller will deliver to
Purchaser pursuant to this Section shall not include: (a) any document or
correspondence which would be subject to the attorney-client privilege; (b) any
document or item which Seller is contractually or otherwise bound to keep
confidential; (c) any document pertaining to the marketing of the Property for
sale to prospective purchasers; (d) any internal memoranda, reports or
assessments of Seller or Seller’s affiliates relating to Seller’s valuation of
the Property; (e) appraisals of the Property whether prepared internally by
Seller or Seller’s affiliates or externally; (f) any documents relating to
Seller’s financing or the entity that owns the Property, but does not directly
affect or relate to the Property; (g) any other proprietary information or
materials relating to Seller’s internal decision- making or investment or
financing options; and (h) materials relating to Seller’s financial position,
financings, or borrowings, or internal operations (including, without
limitation, Seller’s general ledger, financial reports, audited and unaudited
financial statements, loan payment records, and payroll records.

    


    8.5 Affirmative
Covenants.  Between
the Effective Date and the Closing Date, Seller agrees that it
will:

    


    (a) at its
expense, maintain the Property in its present order and condition, make all
necessary repairs and replacements and deliver the Property on the Closing Date
in substantially the same condition it is in on the Effective Date, reasonable
wear and tear and damage by fire or other casualty excepted;

    


    (b) give
prompt written notice to Purchaser of any fire or other casualty affecting the
Property after the date of this Agreement;

    


    
      
        
        

      

      
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    (c) deliver
to Purchaser, promptly after receipt by Seller after the Effective Date, a copy
of: (i) all written notices from Tenants; (ii) written notices from the service
providers under any Service Contracts; (iii) written notices of any violations
issued by governmental authorities with respect to the Property (including
notices of violations received prior to the Effective Date and not remedied by
the Effective Date), and, at its sole cost and expense, remedy before the
Closing Date all violations of legal requirements specified in such notice
(including Environmental Laws) affecting or relating to the Property (to the
extent Purchaser in its investigations uncovers any violations of legal
requirements it will notify the Seller of the same and, except to the extent
required by law, will not contact any legal authority with respect to the same),
and any outstanding work orders and requirements of any company insuring the
Property against casualty;

    


    (d) notify
Purchaser in writing, promptly after Seller acquires actual knowledge thereof,
of any facts or events which would cause any of Seller’s representations and
warranties contained in Sections 15 or 16 of this Agreement or in the Due
Diligence Material supplied by Seller to Purchaser pursuant to this Agreement,
to be untrue or incorrect in any material respect;

    


    (e) maintain
in full force and effect all existing licenses and permits relating to the
operation of the Property in its current manner (the “Licenses”) and timely
apply for renewals of all such Licenses which will expire before the Closing
Date; and

    


    (f) use its
commercially reasonable efforts to request and obtain a written (and if
obtained, deliver to Purchaser) acknowledgment from Transwestern that the
Management Agreement and the Leasing Agreement are terminated effective as of
the Closing Date, and that from and after the Closing Date Transwestern shall
not be entitled to any leasing commissions in connection with the
Leases  (including commissions with respect to the
current  terms of the Leases, and commissions due upon any renewals,
extensions or expansion of  the Leases), or in connection with any new
leases executed by Purchaser;

    


    


    8.6 Negative
Covenants.  Between
the Effective Date of this Agreement and the Closing Date, Seller agrees that,
without Purchaser’s written consent in each case, it will not, directly or
indirectly through any agent or Affiliate:

    


    (a) voluntarily
grant, create, assume or permit to exist any mortgage, lien, easement, covenant,
condition, right-of-way or restriction upon the Property other than the
Permitted Encumbrances, or voluntarily take or permit any action adversely
affecting the title to the Property as it exists on the date of this Agreement,
without the prior approval of Purchaser which will not be unreasonably withheld,
conditioned or delayed;

    


    (b) alter or
amend any of the Service Contracts or become a party to any new Service Contract
unless the new Service Contract is terminable without penalty to the then-owner
of the Property upon not more than thirty (30) days’ notice or upon sale of the
Property;

    


    (c) terminate
any Lease, or accept a surrender of the leased premises thereunder, except
pursuant to the express terms of the Lease, or, with the written consent of
Purchaser, for non-payment of Rent;

    


    (d) remove
from the Property any Personal Property unless such property is replaced with
similar items of at least equal quality prior to the Closing (Seller must
maintain the Personal Property substantially in its current condition,
reasonable wear and tear expected);

    


    
      
        
        

      

      
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    (e) except as
permitted by the provisions of Section 8.2, permit occupancy of, or enter into
any new Lease for, space in the Property which is presently vacant or which
becomes vacant between the Effective Date and the Closing Date, including the
expansion of a Tenant’s leased premises into such vacant space (except in a case
where an expansion option is contained in a Tenant’s Lease and the Rent payable
in respect of such expansion space is fixed by a formula in such Tenant’s Lease
and is not subject to negotiation between Seller and such Tenant);
or

     

    (f) agree to
any request by a Tenant for permission to assign its Lease or sublease part or
all of its premises, but if such Tenant’s Lease requires that the landlord’s
consent to an assignment or sublease may not unreasonably be withheld,
Purchaser’s consent will not be required with respect thereto although Seller
must nevertheless notify Purchaser in writing of any such request and must give
Purchaser a reasonable opportunity to present its objections (if any) to such
request.

    


    8.7 Recertification of
Studies.   If
requested by Purchaser, Seller will, at no expense or liability, contact all
third party consultants responsible for producing any study prepared for Seller
(or any agent of Seller) in connection with the development, construction or
ownership of the Property (including, but not limited to, any environmental or
engineering study) and authorize and request such third party consultants, at
Purchaser’s expense, to update and recertify and/or issue reliance letters for
the benefit of Purchaser.

    


    9. Inspection
Period.

    


    9.1 Due Diligence
Materials.  Seller
has delivered to Purchaser prior to the Effective Date the following documents
(the “Due Diligence
Materials”): architectural and structural plans relating to the Property
in Seller’s possession; copies of income and expense statements with respect to
the Property for the fiscal years ending September 30, 2008 and September 30,
2009, and the Seller’s budget for calendar year 2010 and an income statement for
the most recent calendar quarter ending prior to the Effective Date; copies of
real property tax assessments and tax bills with respect to the period of
Seller’s ownership of the Property; a copy of the Leases; a rent roll in the
form attached as Schedule I  (“Rent Roll”); a list of tenant
current delinquencies; a copy of Seller’s survey; a copy of Seller’s title
insurance policy and title exceptions from Seller’s title insurance policy; a
copy of all Service Contracts; a copy of any environmental reports relating to
the Property in Seller’s possession (collectively, the “Existing Environmental
Reports”); a copy of Seller’s existing engineering reports; and a copy of
any Licenses in Seller’s possession.  Seller makes no representations
or warranties as to accuracy, completeness or reliability of the Due Diligence
Materials that have been prepared by third parties, and Seller shall have no
liability in connection therewith, however, to the extent Seller has or obtains
actual knowledge of any information that is required to make such Due Diligence
Materials correct, accurate, complete and not misleading, the Seller will be
obligated to promptly disclose the information known to Seller, to the
Purchaser.  Purchaser agrees that all information received from Seller
is Seller’s confidential work product unless otherwise indicated, and Purchaser
agrees that it will maintain the confidentiality of all information received as
set forth in Section 22 hereof.  In the event of termination of this
Agreement for any reason whatsoever prior to Closing hereunder, Purchaser shall
return to Seller all materials or copies of materials pertaining to the Property
received from Seller or Seller’s agents and all non-confidential, non-privileged
or non-proprietary materials produced by Purchaser or Purchaser’s agents or
contractors within five (5) Business Days of such termination.

    


    9.2 Investigation and
Inspection.  Commencing
on the Effective Date and continuing until the End of the Inspection Period
(hereinafter called the “Inspection Period”), Purchaser shall make, or cause to
be made, at Purchaser’s own risk and expense, such investigation of the Property
as is reasonably necessary and which would not cause damage to the Property or
disrupt normal operations of the Property, including physical inspections of
the

     

    
      
        
        

      

      
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    Property,
review of the Leases, Service Contracts, laws and ordinances, and approval of
survey and condition of title.  Notwithstanding the foregoing
sentence, prior to entering the Property, Seller’s offices or the offices of the
management company for the Property, Purchaser shall give Seller advance notice
at least two (2) Business Days’ prior to the inspection (including its intended
purpose, scope and location) and shall have scheduled the inspection with
Seller.  During any entry for purposes of conducting physical testing,
the Purchaser agrees to require its consultants and agents to observe the
Seller’s reasonable safety rules for the Property.  The time and place
(if the inspection involves a review of documents) of each inspection shall
occur at times reasonably convenient to Seller.  All of the
Purchaser’s entry upon the Property shall be subject to the rights of the
Tenants and may be limited by security regulations of the
Tenants.  Further, prior to the End of the Inspection Period, the
Purchaser agrees that it will not contact any Tenant unless such contact has
received the prior approval of the Seller and a representative of the Seller
accompanies Purchaser to any meeting that the Purchaser may have with the
Tenant.  At any time prior to the End of the Inspection Period,
Purchaser may send Seller and Escrow Agent a notice that Purchaser elects to
terminate this Agreement; however, for such notice to be effective, it must be
sent prior to 5:00 p.m.  Eastern Time on February 1,
2010.  Effective as of the date Purchaser gives any such notice to
Seller, this Agreement shall be terminated and the parties hereto shall be
released of further liability hereunder except as otherwise provided
herein.  If, prior to the End of the Inspection Period, the Purchaser
does not so notify Seller that it has elected to terminate this Agreement, then
Purchaser shall be deemed, as of the End of the Inspection Period, to proceed to
purchase the Property on the Closing Date in accordance with the provisions of
this Agreement.  During the period prior to the Closing Date or
earlier termination of this Agreement, the Purchaser or its member, CoStar
Group, Inc.  (“CoStar”) will maintain
contractual liability insurance in an amount not less than $1,000,000 per
occurrence/ $2,000,000 aggregate/$25,000,000 umbrella, and with carriers
licensed to do business in the District of Columbia, selected by Purchaser in
the exercise of its reasonable discretion, and reasonably approved by
Seller.  Prior to entering the Property to perform inspections, the
Purchaser will supply Seller with evidence that the Purchaser or CoStar is
maintaining the insurance required by the foregoing sentence.

    


    9.3 Environmental
Studies.  Prior to
the Closing Date, Purchaser shall have the right to conduct studies on the
Property to determine the presence of Hazardous Materials (the “Environmental Studies”);
Purchaser agrees to coordinate with Seller regarding the scope and execution of
such Environmental Studies.

    


    9.4 Indemnification.  Purchaser
(and by its execution of this Agreement, CoStar), jointly and severally, hereby
indemnify and hold Seller harmless from any loss, damage, cost or expense
incurred by Seller (including reasonable attorneys’ fees and costs) arising out
of damage to the Property or personal injury to the extent that the same has
been caused by Purchaser or its designated representatives, agents, employees
and contractors,, during the course of its activities pursuant to Sections 9.2
and 9.3 hereof.  This indemnity shall survive the Closing and any
termination of this Agreement prior to the Closing, and shall be enforceable at
any time, however, this indemnity will only cover activities that have occurred
prior to the Closing.

    


    9.5 Title or Survey
Exceptions.  Seller
has delivered to Purchaser, and Purchaser has received, that certain survey
prepared by Bernard F. Locroft Civil Engineers dated April 11, 2008 (the “Existing
Survey”).  On or before January 26, 2010, Purchaser, at its own
cost and expense, shall have ordered, received and reviewed, and delivered to
Seller, (a) a title commitment covering the Property (the “Title Commitment”); and (b) if
available, an ALTAJACSM survey of the Property or an update to the Existing
Survey (the “Survey”).  Simultaneously
with the delivery of the Title Commitment to Seller, Purchaser shall notify
Seller, in writing, of any objections (the “Objections”) that Purchaser
may have to anything contained
on the Survey (or, if Purchaser has not received the Survey by such date, the
Existing Survey) or in the Title Commitment, excluding, however, the leases and
matters

     

    
      
        
        

      

      
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    appearing
on Schedule B and Schedule H.  Notwithstanding anything to the
contrary in the preceding sentence, if Purchaser has not received the Survey by
the date required by this Section 9.5 and thus bases the Objections (if any) on
the Existing Survey, Purchaser shall have two (2) business days after receipt of
the Survey, but in no event later than January 2010, within which to notify
Seller of any supplemental Objections based solely on any new information
contained in the Survey (i.e. Purchaser shall not have the right to notify
Seller of any supplemental Objections unless the same is based solely on any
information or encumbrance contained in the Survey but not contained in the
Existing Survey).  Any such item to which Purchaser shall not object
shall be deemed to be a “Permitted
Encumbrance”.  If there are Objections by Purchaser, Seller
shall, within five (5) Business Days after its receipt of the Purchaser’s
Objection notice, provide written notice to the Purchaser setting forth, with
respect to each Objection raised by the Purchaser, whether or not the Seller
elects, in its sole discretion, to cure the Objection prior to the Closing and
the method of such cure (the “Seller
Response”).  It is agreed that the Seller has no obligation to
cure any Objection unless it has expressly agreed to do so in the Seller
Response or such cure is required by Section 10.2 hereof.  The
Purchaser will be provided a period of two (2) Business Days after its receipt
of the Seller Response to provide the Seller and Escrow Agent written notice
(the “Purchaser
Response”) as to, whether (i) with respect to Objections that the
Purchaser has raised and the Seller has notified the Purchaser in the Seller
Response that it will not cure, the Purchaser has elected to waive the
Objection, and (ii) with respect to Objections that the Purchaser has raised and
the Seller has notified the Purchaser in the Seller.  Response that
the Seller will, prior to the Closing Date, cure the Objection, the cure
proposed by the Seller is unacceptable to the Purchaser in the exercise of its
sole and absolute discretion.  In the event that the Purchaser elects
to send a Purchaser Response within the periods permitted by the proceeding
sentence electing to terminate the Agreement, then (i) this Agreement shall
automatically terminate as of the date of the Purchaser Response, (ii) the
parties shall be relieved from any continuing liability to the other arising by
virtue of this Agreement, exclusive of the party’s indemnity obligation under
Section 9.4 hereof, and (iii) the Deposit shall be returned to the
Purchaser.  In the event that the Purchaser fails to deliver a
Purchaser Response within the time period permitted hereby, then (i) the
Purchaser shall be deemed to have (1) waived any Objection set forth in the
Objection notice which Seller, in the Seller Response, has notified the
Purchaser that it will not cure the same, and (2) accepted the method of cure
proposed by the Seller in the Seller Response with respect to any Objection that
the Seller has in the Seller Response notified the Purchaser that it will cure
prior to the Closing, and (ii) the Seller will be obligated to effectuate such
cure on or before the Closing Date.  Any Objections waived (or deemed
waived) by Purchaser under the foregoing provisions shall also be deemed
Permitted Encumbrances.

    


    10. Conditions
of Closing.

    


    10.1 Estoppel
Certificates.  Seller
shall obtain for delivery to Purchaser at least one (1) business day prior to
the Closing Date, Tenant estoppel certificates (the “Estoppels”) from (i) all of
the Tenants in the form attached as Exhibit K, and (ii)
Ground Lessor.  The Estoppels must be dated no earlier than thirty
(30) days prior to the Closing Date.  The Estoppel from the Ground
Lessor will be in the form attached as Exhibit
H.  Upon receipt of any Estoppel from any Tenant, Seller shall
deliver the same to Purchaser for Purchaser’s review.  Purchaser shall
notify Seller upon receipt if such Estoppel is not satisfactory to Purchaser and
if Purchaser has not notified Seller of Purchaser’s disapproval within two (2)
Business Days of Purchaser’s receipt of the Estoppel, then Purchaser shall be
deemed to have approved the Estoppel in question.  In the event that
any Estoppel contains information at material variance with the information set
forth in Schedule
B and Schedule
H or in the Operating Statement or otherwise alleges a monetary or
material non-monetary default by Seller under the Lease and, as a result of the
same, the Seller violates Section 10.3(f) hereof, then Seller shall be obligated
to use commercially reasonable efforts to contest or cure such variance or
default prior to Closing.

    


    
      
        
        

      

      
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    10.2 Encumbrances Subsequent to
Inspection Period.  In the
event that Purchaser does not terminate this Agreement on or before the End of
the Inspection Period, and, prior to the Closing Date, title to the Property
should become affected by any encumbrance, lien, outstanding interest or
question or matter affecting title which is not a Permitted Encumbrance and
which is not created or caused to be created by Purchaser, then, Seller shall be
obligated to remove such encumbrance, and Seller shall be entitled, for such
purpose, to postpone the Closing Date for a reasonable period of time, not to
exceed thirty (30) days.

    


    10.3 General Conditions of
Purchaser.  In
addition to other conditions set forth in this Agreement, or any other express
conditions set forth in this Agreement, the obligations of Purchaser to purchase
the Property from Seller and to perform the other covenants and obligations to
be performed by it on the Closing Date is subject to the following conditions
(all or any of which may be waived, in whole or in part, by
Purchaser):

    


    (a) Seller
Representation and Warranties True.  The representations and
warranties made by Seller in this Agreement are true and correct on the date of
this Agreement and are true and correct on and as of the Closing Date with the
same force and effect as if such representations had been made on and as of such
date.  Notwithstanding the foregoing, prior to Closing, the Seller
reserves the right to inform Purchaser of any updates or modifications to the
Seller’s representations and warranties, but the Purchaser shall have the right
to approve, in the exercise of its reasonable commercial discretion, such update
or modification.

    


    (b) Seller’s
Performance.  Seller has performed all covenants and
obligations required by this Agreement to be performed by it on or before the
Closing Date.

    


    (c) Title to
Property.  On the Closing Date, Seller’s title to the Property
is free and clear of all mortgages (other than those which will be paid and
released of record on the Closing Date), liens, encumbrances, easements,
conditions and other matters affecting title, recorded or unrecorded, other than
the Permitted Encumbrances.  Subject to the payment by Purchaser of
the applicable premium, Purchaser has received from one or more title insurance
companies reasonably satisfactory to Purchaser, a current ALTA owner’s policy of
title insurance, in an amount equal to the Purchase Price, dated, or updated to,
the Closing Date, insuring, or committing to insure, at standard rates,
Purchaser’s marketable title to the Property, subject only to the Permitted
Encumbrances (the “Title
Policy”).

    


    (d) No
Litigation.  On the Closing Date, there is no Litigation except
as set forth on the Litigation Schedule, and no action or proceeding has been
instituted or threatened before any court to restrain or prohibit, or to obtain
substantial damages in respect of, or which is related to or arises out of, this
Agreement, or the consummation of the transactions contemplated
herein.

    


    (e) Condemnation.  On
the Closing Date, no part of the Property is about to be acquired, or has
previously been acquired, by authority of any governmental authority in the
exercise of its power of eminent domain or by private purchase in lieu thereof,
nor on the Closing Date will there be any threat or imminence of any such
acquisition or purchase.

    


    (f) Leases.  On
the Closing Date, the Leases are in full force and effect, without defaults or
delinquencies, other than those set forth on the Lease Schedule or otherwise
approved by Purchaser.  Notwithstanding the foregoing, the parties
acknowledge that given the nature of the Building, there may be changes in the
defaults or Delinquent Rent under the Leases prior to Closing, and as a result
thereof, this condition will not be deemed to have been unsatisfied so long as
the total amount of Delinquent Rent for those Leases (determined on an
individual Lease by Lease basis) does not exceed two percent (2%) of the
aggregate Base Rent and Additional Rent due under those same Leases for the 2009
calendar year.

    


    
      
        
        

      

      
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    (g) Second
Amendment.  On or before the Effective Date, the Second
Amendment shall have been executed.

    


    In the
event that on the Closing Date any of the foregoing conditions, or any of the
other express condition set forth in this Agreement, have not been satisfied,
the Purchaser may elect by notice to the Seller and Escrow Agent to (i) waive
the unsatisfied condition, or (ii) terminate this Agreement and thereupon the
Deposit shall be returned to the Purchaser and the parties relieved of all
continuing liability or obligations to the other arising by virtue of this
Agreement except with respect to the indemnity obligations of Purchaser under
Section 9.4 hereof.  Notwithstanding anything contained in this
Agreement to the contrary, in the event any of the foregoing conditions have not
been satisfied and such failure is due to a default by Seller hereunder, then in
addition to the rights set forth in the first sentence of this paragraph,
Purchaser shall also have the rights set forth in Section 14.1 of this
Agreement.

    


    10.4 General Conditions of
Seller.  In
addition to other express conditions set forth in this Agreement, the
obligations of Seller to sell the Property to Purchaser and to perform any other
covenants or obligations to be performed by it on the Closing Date is subject to
the following conditions (all of which may be waived in whole or in part by
Seller):

    


    (a) Purchaser
Representation and Warranties True.  The representations and
warranties made by Purchaser in this Agreement are true and correct on the date
of this Agreement and are true and correct on and as of the Closing Date with
the same force and effect as if such representations had been made on and as of
such date.  Notwithstanding the foregoing, prior to Closing, the
Purchaser reserves the right to inform Seller of any updates or modifications to
the Purchaser ‘s representations and warranties, but the Seller shall have the
right to approve, in the exercise of its reasonable commercial discretion, such
update or modification.

    


    (b) Purchaser
Performance.  Purchaser has performed all covenants and
obligations required by this Agreement to be performed by it on or before the
Closing Date.

    


    In the
event that on the Closing Date any of the foregoing conditions have not been
satisfied, the Seller may elect by notice to the Purchaser and Escrow Agent to
(i) waive the unsatisfied condition, or (ii) terminate this Agreement and
thereupon the Deposit shall be returned to the Purchaser and the parties
relieved of all continuing liability or obligations to the other arising by
virtue of this Agreement except with respect to the indemnity obligations of
Purchaser under Section 9.4 hereof.

    


    11. Brokerage.

    


       Seller
and Purchaser expressly acknowledge that the Broker may be due a commission for
this transaction and, if such commission is due, the same shall be paid by
Seller pursuant to the terms of a separate written agreement, upon the transfer
of the Property to Purchaser and the receipt of the Purchase Price by
Seller.  Each party represents that it has not engaged any other
brokers in this transaction.  As to any broker other than the Broker,
Seller and Purchaser agree to hold each other harmless and indemnify each other
from and against any and all claims, demands, loss or damage (including
reasonable attorneys’ fees, court costs and amounts paid in settlement of any
claims) arising out of a claim or demand for any brokerage commission, fee or
other compensation due or alleged to be due as a result of the indemnifying
party’s actions in connection with the transaction contemplated by this
Agreement.  The provisions of this Section 11 shall survive the
Closing or any termination of this Agreement prior to the Closing Date for any
reason whatsoever.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    12. Risk of
Casualty.

    


       If,
prior to the Closing Date, all or part of the Property is damaged by fire or by
any other cause whatsoever, Seller shall promptly give Purchaser written notice
of such damage.  If the cost of repairing such damage is not in excess
of Seven Hundred Fifty Thousand Dollars ($750,000.00) (as determined by Seller’s
independent insurer), and provided that the nature of the destruction or damage
does not give any Tenant the rights to terminate its Lease (unless such right
has been waived in writing by the Tenant following such damage or destruction),
then (i) Purchaser shall have the right at the Closing to receive, to the extent
such sums have not been expended on repair work, the amount of the deductible
plus all insurance proceeds payable as a result of such casualty loss; (ii) this
Agreement shall continue in full force and effect with no reduction in the
Purchase Price and (iii) Seller shall have no obligation to repair such
damage.  If the cost of repairing damage from such casualty is greater
than Seven Hundred Fifty Thousand Dollars ($750,000.00) (as determined by
Seller’s independent insurer), or if the nature of the damage or destruction
shall give any Tenant the right to terminate its Lease and the Tenant shall not
have waived it right to terminate, then, in either such event, Seller (with the
consent of its lender) and the Purchaser shall each have the right, for a period
of ten (10) days from the date of notice of the amount of damage caused by the
casualty, to terminate this Agreement by giving notice of termination to the
other and the Escrow Agent within such period.  Upon such termination,
the Deposit shall be returned to Purchaser and the parties hereto shall be
released of any further liability hereunder except as otherwise provided
herein.  If either party fails to notify the other and Escrow Agent
within such period of its exercise of its right to terminate this Agreement,
then Purchaser shall proceed to Closing and, to the extent such sums have not
been expended on repair work, all insurance proceeds received by Seller as a
result of such casualty loss plus the amount of the deductible shall be paid to
Purchaser at the Closing.  If such proceeds have not yet been received
by Seller, then Seller’s rights to such proceeds shall be assigned to Purchaser
at the Closing upon payment by Purchaser of the full Purchase Price less the
amount of Seller’s deductible (subject to the adjustments and prorations set
forth in Section 5), and Seller shall have no obligation to repair such
damage.  Seller shall cooperate with Purchaser in connection with the
recovery of such proceeds from the insurance company.

    


    13. Notices
and Other Communications.

    


    13.1 Manner of Giving
Notice.  Each
notice, request, demand, consent, approval, objection or other communication
(hereafter in this Section 13 referred to collectively as “notices” and referred
to singly as a “notice”) which Seller, Purchaser or Escrow Agent is required or
permitted to give pursuant to this Agreement shall be in writing and shall be
deemed to have been duly given if sent by Federal Express or other overnight
courier service, or sent by facsimile with confirmation of receipt noted by the
sending machine.  Any such notice shall be deemed given when received
or when delivery is refused and the time period to act or respond to such notice
shall commence on such date.  With respect to notices which are sent
by overnight courier service, the records of the courier service shall be
conclusive with respect to the date of receipt or refusal of
delivery.

    


    13.2  Addresses for
Notices.  All
notices shall be addressed to the parties at the following
addresses:

    


    If
to Purchaser:

    


    1331 L
Street Holdings, LLC

    c/o
Lincoln Property Company

    101
Constitution Ave, NW, Suite 600

    Washington
D.C. 20001

    Attn:
John Benziger

    Facsimile
No.:

    Telephone
No.: (202) 513-6709

    E-mail:
jbenziger@lpc.com

    


    
      
        
        

      

      
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    With
copies
to:                    
1331 L Street Holdings,
LLC

    c/o
CoStar Group, Inc.

    2
Bethesda Metro Center, 10th Floor

    Bethesda,
MD 20814

    Attn: Jon
Coleman, General Counsel

    Facsimile
No: (301-664-9176)

    Telephone
No: (301) 280-3859

    E-Mail:
jcoleman@costar.com

    


    -and-

    


    Richard
G. David, Esq.

    Womble
Carlyle Sandridge & Rice, PLLC

    1401 Eye
Street, NW, Suite 700

    Washington,
D.C. 20005

    Facsimile
No.: (202) 261-0002

    Telephone
No.: (202) 857-4402

    E-mail:
rdavid@wcsr.com

    


    


    If
to Seller:

    


    1331 L
Street LLC

    c/o
Mortgage Bankers Association

    1331 L
Street, NW.

    Washington,
D.C. 20005

    Attention:
Mr. John A. Courson

    Facsimile
No.:(202) 721-0009

    Telephone
No.:(202) 557-2702

    E-mail:jcourson@mortgagebankers.org

     
 

    With
copies
to:                     1331
L Street LLC

    c/o
Mortgage Bankers Association

    1331 L
Street, NW.

    Washington,
D.C. 20005

    Attention:
Ms. Phyllis Slesinger, General Counsel

    Facsimile
No.:(202) 621-1469

    Telephone
No.:(202) 557-2869

    E-mail:pslesinger@mortgagebankers.org

    


    -and-

    


    1331 L
Street LLC

    c/o
Mortgage Bankers Association

    1331 L
Street, NW.

    Washington,
D.C. 20005

    Attention:
Ms. Angela Lazear, CFO

    Facsimile
No.:(202) 621-1513

    Telephone
No.:(202) 557-2713

    E-mail:alazear@mortgagebankers.com

    


    
      
        
        

      

      
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    -and-

    


    Jerry R.
O’Conor, Esq.

    O’Conor
& Co., LLC

    8270
Greensboro Drive-Suite 1050

    McLean,
VA 22102

    Facsimile
No.: (703) 448-8889

    Telephone
No.: (703) 448-9009

    E-mail:
jroc@oconorlaw.com

    


    -and-

    


    Stephen
E. Leach, Esq.

    Leach
Travell Britt, P.C.

    8270
Greensboro Drive-Suite 1050

    McLean,
VA 22102

    Facsimile
No.: (703) 584-8901

    Telephone
No.: (703) 584-8902

    E-mail:
sleach@ltblaw.com

     
 

    If to Escrow
Agent:

    


    At the
address and facsimile number specified in Section 1 hereof

    


    Either
party may, by notice given pursuant to this Section 13, change the person or
persons and/or address or addresses, or designate an additional person or
persons or an additional address or addresses, for its notices.

    


    13.3 E-Mail.  E-mail
addresses are provided as a matter of convenience. Notices may not be sent by
e-mail.

    


    14. Default
and Remedies.

    


    14.1 Seller’s
Default.  If
Seller fails to perform any of its obligations or agreements contained herein,
then Purchaser may elect one of the following as Purchaser’s sole and exclusive
remedy: (i) terminate this Agreement by giving notice of termination and the
reasons therefor to Seller, in which event neither Seller nor Purchaser shall
have any further obligations or liabilities one to the other except with respect
to the indemnity obligation of Purchaser under Section 9.4 herein, and the
documents and information provided to Purchaser by Seller and/or Seller’s agents
shall be returned to Seller and the Deposit shall be returned to Purchaser; or
(ii) thereby waiving all other actions, rights or claims for damages, bring an
equitable action for specific performance of the terms of this Agreement. In no
event whatsoever shall Purchaser be entitled to any other damages, rights or
remedies against Seller hereunder.

    


    
      
        
        

      

      
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    14.2 Purchaser’s
Default.  Provided
all conditions precedent to Purchaser’s obligations hereunder have been
satisfied or waived, and Purchaser fails to close the transaction when required
to do so under the provisions hereof, then Seller may, as Seller’s sole remedy
hereunder, terminate this Agreement and receive the Deposit as liquidated
damages, with any documents previously delivered by Seller to Purchaser to be
returned to Seller, and thereafter Seller and Purchaser shall have no further
obligations or liabilities one to the other except with respect to the indemnity
obligation of Purchaser under Section 9.4 herein. Seller’s right to receive the
Deposit as liquidated damages is agreed to due to the difficulty, inconvenience
and uncertainty of ascertaining actual damages for such breach by Purchaser, and
Purchaser agrees that the same is a reasonable and fair estimate of
damages.

    


    14.3 Indemnity
Provisions.  In the
event that this Agreement is terminated pursuant to this Section, the indemnity
obligations of Purchaser contained in Section 9.4 shall survive such
termination. In addition to the foregoing, the limitation on liability and
remedies contained in this Section shall, in no event, limit the Purchaser’s
indemnity obligations under Section 9.4.

    


    15. Environmental
Condition.

    


    15.1 Existing
Reports.  Seller
represents and warrants that, except as set forth in the Existing Environmental
Reports (i) during the period of the Seller’s ownership of the Property no
Hazardous Materials have been manufactured, placed, stored, discharged, or
disposed on, in, or under the Property by Seller (except for diesel fuel stored
in aboveground storage tanks to fuel emergency generators in or on the Building)
or, to Seller’s actual knowledge, Tenants and their respective agents, employees
or contractors, and (ii) it has not received any notice (nor does Seller have
actual knowledge) of any specific condition that would afford a proper basis for
a governmental notice) that the Property violates any Environmental Laws. For
purposes of this Agreement, the term “Hazardous Materials” shall
include, without limitation, any substance which is or contains (1) any
“hazardous substance” as now or hereafter defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended (42
U.S.C. §9601 et seq.) (“CERCLA”) or any regulations
promulgated under or pursuant to CERCLA; (2) any “hazardous waste” as now or
hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. §6901
et. seq.) (“RCRA”) or
regulations promulgated under or pursuant to RCRA; (3) any substance regulated
by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (4) gasoline,
diesel fuel, or other petroleum hydrocarbons; (5) asbestos and asbestos
containing materials, in any form, whether friable or non-friable; (6)
polychlorinated biphenyls; (7) radon gas; and (8) any additional substances or
materials which are now or hereafter classified or considered to be hazardous or
toxic under Environmental Requirements (as hereinafter defined) or the common
law, or any other applicable laws relating to the Property. Hazardous Materials
shall include, without limitation, any substance, the presence of which on the
Property, (A) requires reporting, investigation or remediation under
Environmental Requirements; (B) causes or threatens to cause a nuisance on the
Property or adjacent property or poses or threatens to pose a hazard to the
health or safety of persons on the Property or adjacent property; or (C) which,
if it emanated or migrated from the Property, could constitute a
trespass.

    


    15.2 Permitted
Usage.  The
provisions of Section 15.1 are not intended to prohibit or include the use of
Hazardous Materials commonly found in office buildings so long as disposal, use
and storage of the same has been conducted in accordance with applicable laws.
Purchaser acknowledges that prior to the Closing Date, it will be afforded an
opportunity to (i) inspect the Property; (ii) observe its physical
characteristics and existing conditions; and (iii) conduct such investigation
and study on and of the Property and adjacent areas as Purchaser deemed or deems
necessary.

    


    15.3 “As
Is”.  Subject
to Seller’s responsibility for any breach of the warranties and representations
contained in Sections 8.1, 8.5, 8.6, 15.1 and 16 of this Agreement, as of the
Closing Date, Purchaser agrees not to initiate any claim, lawsuit or civil
proceeding against Seller with respect to the environmental condition of the
Property or the cost of Purchaser’s environmental investigations or any
environmental remediation cost first incurred on or 

     

    
      
        
        

      

      
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    after the
Closing (including, but not limited to, those regarding structural and geologic
conditions, subsurface soil and water conditions and solid and hazardous waste
and Hazardous Substances on, under, adjacent to or otherwise affecting the
Property). The foregoing agreements by Purchaser shall survive either (i) the
Closing and the recordation of the Assignment and Assumption of the Ground
Lease, and shall not be deemed merged therein upon its recordation, or (ii) any
termination of this Agreement.

    


    16. Seller’s
Representations and Warranties.

    


      Seller
makes the following representations and warranties to Purchaser for the purpose
of inducing Purchaser to execute and deliver this Agreement and to consummate
the transactions contemplated by this Agreement, each of which representations
and warranties is true and correct on the date of this Agreement:

    


    16.1 Representations and
Warranties Regarding Authority and Status.

     

    (a) Organization.  Seller
is a limited liability company formed and validly existing under the laws of the
State of Delaware.

    


    (b) Authorization.  The
execution and delivery of this Agreement and the transactions contemplated
hereby have been duly authorized by Seller.

    


    (c) No
Conflicting Agreements.  The execution and delivery by Seller
of, and the performance and compliance by Seller with the terms and provisions
of, this Agreement do not violate any of the terms, conditions or provisions of
its limited liability company operating agreement; any judgment, order,
injunction, decree, regulation or ruling of any court or other governmental
authority to which Seller is subject; or any agreement or contract listed on any
Schedule or Exhibit to this Agreement or, to Seller’s knowledge, any other
agreement or contract to which Seller is a party or to which it or the Property
is subject (excluding any mortgage and related loan documents which will be paid
and released of record on the Closing Date) .

    


    (d) Approvals.  No
authorization, consent, order, approval or license from, filing with, or other
act by any Governmental Authority or other Person is or will be necessary to
permit the valid execution and delivery by Seller of this Agreement or the
conveyance by Seller of the Property to Purchaser in accordance with the terms
of this Agreement.

    


    (e) Not A
Foreign Person.  Seller is not a “foreign person,” as defined
in the federal Foreign Investment in Real Property Tax Act of 1980 and the 1984
Tax Reform Act, as amended, and at Closing, Seller shall deliver to Purchaser a
certificate so stating.

    


    (f) United
States Person.  Seller is a “United States person” within the
meaning of Sections 1445(0(3) and 7701(a)(30) of the Internal Revenue Code of
1986, as amended.

    


    (g) Absence
of Bankruptcy.  Neither Seller nor any member of Seller has
commenced (within the meaning of any bankruptcy law) a voluntary case, consented
to the entry of an order for relief against it in an involuntary case, or
consented to the appointment of a custodian of it or for all or any substantial
part of its property, nor has a court of competent jurisdiction entered an order
or decree under any bankruptcy law that is for relief against Seller or any of
its members in an involuntary case or appoints a custodian of Seller or any of
its members or for all or any substantial part of its or their
property.

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (h) OFAC.  Seller
hereby represents and warrants that neither Seller, nor any persons or entities
holding any legal or beneficial interest whatsoever in Seller, are (i) the
target of any sanctions program that is established by Executive Order of the
President or published by the Office of Foreign Assets Control, U.S. Department
of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to
the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56,
Executive Order 13224 (September 23, 2001) or any Executive Order of the
President issued pursuant to such statutes; or (iii) named on the following list
that is published by OFAC: “List of Specially Designated Nationals and Blocked
Persons.”

    


    16.2 Representations and
Warranties Regarding Property and Legal Matters.

     

    (a) Operating
Statements.  The Operating Statements fairly reflect the income
and expenses of the Property for the respective periods covered
thereby.

    


    (b) Condemnation.  Seller
has not received from a governmental authority notice of any (and to Seller’s
knowledge there is no, pending or contemplated) condemnation proceedings
affecting the Property, or any part thereof.

    


    (c) Zoning.  There
are no outstanding zoning proffers or notices of zoning violations applicable to
the Property or any part thereof

    


    (d) Title to
Personal Property.  Seller has good and marketable title to,
and owns outright, the Personal Property, free and clear of all liens,
encumbrances, security interests and adverse claims of any kind or character,
other than liens which will be released at the Closing.

    


    (e) Mechanics’
Liens.  All bills and claims for labor performed and materials
furnished to or for the benefit of the Property for all periods prior to the
Closing Date have been (or prior to or contemporaneous with the Closing Date
will be) paid in full, and on the Closing Date there will be no mechanics’ liens
or materialmen’s liens (whether or not perfected) on or affecting the
Property.

    


    (f) Litigation.  The
Litigation Schedule set forth on Schedule E contains a
complete and correct list of all investigations, actions, suits, proceedings or
claims pending or, to Seller’s knowledge, threatened in writing against or
affecting Seller or the Property, at law or in equity or before or by any
federal, state, municipal or other governmental department, commission, board,
agency or instrumentality, domestic or foreign (collectively, the “Litigation”), and sets forth,
with respect to each such Litigation, the parties to such Litigation, the amount
claimed as damages (or other remedies sought) and the status of such Litigation
as of the date hereof. Except as set forth on the Litigation Schedule, there is
no Litigation.

    


    (g) Underground Storage
Tanks.  Except as specifically described in the Underground
Storage Tank Disclosure, Seller has no actual knowledge that there are
underground storage tanks located on the Property. Seller has not removed, or
caused its agents or contractors to remove, any underground storage tanks from
the Property.

    


    16.3 Representations and
Warranties Regarding Leases, Contracts, and Other Documents.

     

    (a) Leases.

    


    
      
        
        

      

      
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    (i) Lease
Schedule.  The Lease Schedule contains a complete list of all
Leases in effect as of the Effective Date. There are no Leases or other
tenancies for any space in the Property other than those set forth on the Lease
Schedule. Seller has delivered to Purchaser true and complete copies of each
Lease (including all assignments thereof and subleases, if any, and any other
agreements between Seller, or an Affiliate of Seller, and a Tenant, or an
Affiliate of a Tenant) described in the Lease Schedule.

    


    (ii) Lease
Representations.  Except as otherwise disclosed on the Lease
Schedule or elsewhere in this Agreement:

    


    (A) to
Seller’s actual knowledge, each Lease is in full force and effect, constitutes a
legal, valid and binding obligation of the Tenant thereunder, enforceable in
accordance with its terms, except as such enforceability may be limited by
bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally or equitable considerations which may affect a court’s exercise of its
equitable powers, and has not been modified, amended or extended;

    


    (B) the
annual or monthly Rent listed opposite the name of each Tenant on the Rent Roll
is the amount, including Basic Rent and Additional Rent, actually collected from
or billed to such Tenant for the month immediately preceding the date of this
Agreement and, except as set forth in the Rent Roll, there is no arrearage in
excess of one month;

    


    (C) each
Tenant is now in possession of the leased premises under its Lease;

    


    (D) none of
the Tenants owes Seller any amounts due for Rent or other charges payable under
its Lease or other side letter or agreement and, to the extent any Tenant is
delinquent in paying Seller any such amount, the amount of the delinquency is
set forth in the Rent Roll;

    


    (E) to
Seller’s actual knowledge, none of the Tenants is in default in the performance
or observance of any of the material non-monetary covenants or conditions to be
kept, observed or performed by it under its Lease and, to the extent Seller has
actual knowledge of any such default, the default is described in the Rent
Roll;

    


    (F) no
renewal, extension or expansion options have been granted to any Tenant except
as set forth in such Tenant’s Lease;

    


    (G) no Tenant
has an option to purchase the Property, or any part thereof,

    


    (H) no Tenant
is entitled to any rebate, rent abatement, concession, deduction or offset,
except as set forth (i) in such Tenant’s Lease, and (ii) in the Lease Schedule
if any Tenant is entitled to receive any portion of same from and after Closing
;

    


    (I) except as
disclosed in the Rent Roll, no Tenant has paid any Rent for a period of more
than thirty (30) days in advance;

    


    (J) no Tenant
is entitled to receive from Seller, as landlord, any contribution or allowance,
either in money or in kind, on account of the construction of its improvements,
except as set forth (i) in such Tenant’s Lease, and (ii) in the Lease Schedule
if any Tenant is entitled to receive any portion of same from and after Closing
;

    


    
      
        
        

      

      
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    (K) there are
no oral or written representations or agreements between Seller, or an Affiliate
of Seller, and any Tenant, or an Affiliate of such Tenant, except as set forth
in the Leases;

    


    (L) Seller
has not received from any Tenant under a Lease a written notice of default by
Seller in performing any of its obligations as landlord under such Lease or a
written notice of violation of any legal requirements, and to Seller’s actual
knowledge Seller is not in default in performing any of its obligations as
landlord under any of the Leases or in complying with any legal
requirements;

    


    (M) all
alterations, installations, decorations and other work required to be performed
by Seller, as landlord, under the provisions of each Lease set forth on the
Lease Schedule have been completed and fully paid for, or will be completed and
fully paid for on or before the Closing Date, except to the extent permitted by
Section 5.7 hereof;

    


    (N) neither
Seller nor any Affiliate of Seller has made a loan or other advance to, or has
any ownership interest in, any Tenant or any Affiliate of a Tenant, except that
Seller has disclosed to Purchaser that 100% of the member interest in Seller is
owned by the MBA, a Tenant in the Building pursuant to a Lease; and

    


    (O) As of the
Closing Date, no brokerage commissions, finder’s fee or similar compensation of
any kind shall be due in connection with the Leases, including both commissions
due with respect to current terms and commissions due upon exercise of options
or otherwise, except for any commissions due under Approved Leases, to the
extent applicable.

    


    (b) Contracts.
The Service Contract Schedule set forth on Schedule D contains a complete and
accurate list of all Service Contracts. Seller has delivered to Purchaser true
and complete copies of each of the Service Contracts listed on the Service
Contract Schedule. Each of such Service Contracts is in full force and effect
and has not been modified or amended except as indicated on the Service Contract
Schedule. Seller has not received any notice of default of Seller under any
Service Contracts that has not been cured and, to its actual knowledge, Seller
is not in default under any of the Service Contracts listed on the Service
Contract Schedule.

     
 

    (c) Management
Agreement. The Management Agreement will be terminated on the Closing
Date so that the Property will be conveyed to Purchaser free of the
same.

    


    (d) Leasing
Agreement. The Leasing Agreement will be terminated on the Closing Date
so that the Property will be conveyed to Purchaser free of the
same.

    


    17. Seller’s
Disclosures.

    


    17.1 Soil
Disclosure.  Pursuant
to Section 45-608 of the District of Columbia Code, Seller hereby notifies
Purchaser that the soil of the Property as described by the Soil Conservation
Service of the United States Department of Agriculture in the Soil Survey of the
District of Columbia published in 1976, as the same may be amended from time to
time, and as shown on the Soil Maps of the District of Columbia at the back of
that publication, is designated as “urban land”. For further information
Purchaser can contact a soil testing laboratory, the District of Columbia
Department of Environmental Service or the Soil Conservation Service of the
Department of Agriculture. The foregoing is given pursuant to District of
Columbia statutory requirements and does not constitute a limitation on
Purchaser’s right to inspect and study the soil characteristic and condition
pursuant to Section 9 of this Agreement.

    


    
      
        
        

      

      
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    17.2 Underground Storage Tank
Disclosure.  Purchaser
hereby acknowledges that, prior to entering into this Agreement, Seller made a
disclosure to Purchaser with respect to any underground storage tanks located on
the Property of which Seller has knowledge. The form of disclosure is set forth
in Exhibit I
(the “Underground Storage Tank Disclosure”).

    


    18. Third
Party Beneficiaries.

    


       Nothing
in this Agreement is intended or shall be construed to confer upon or to give to
any person, firm or corporation other than the parties hereto any right, remedy,
or claim under or by reason of this Agreement. All terms and conditions in this
Agreement shall be for the sole and exclusive benefit of the parties hereto.
This Section 18 shall survive the Closing or termination of this Agreement prior
to the Closing Date for any reason whatsoever, and shall be enforceable at any
time up to the Limitation Date. Notwithstanding anything to the contrary in this
Agreement, (i) Purchaser covenants to use its reasonable commercial efforts to
seek and obtain the written consent of the Ground Lessor to the Second Amendment
under Section 5(vi) of the MBA’s NDA for the purpose of confirming Ground
Lessor’s recognition of the Second Amendment as part of MBA’s Lease for purposes
of the MBA’s NDA; (ii) the parties hereto expressly acknowledge and agree that
the MBA is a third party beneficiary for purposes of this Section 18 and may
enforce this obligation against Purchaser.

    


    19. Further
Assurances.  Purchaser
and Seller each agree to execute and deliver to the other such further documents
or instruments, and take such further actions (at no material unreimbursed
expense and with no assumption of liability) as may be reasonable and necessary
in furtherance of the performance of the terms, covenants and conditions of this
Agreement, including, without limitation, cooperating in the transfer of
warranties and Accepted Contracts that require such further action. The
foregoing provisions notwithstanding, with respect to the fifteen year roof
Warranty #10044 ( the “Roof
Warranty”) issued by Henry Company (“Henry”), Seller will, after
Closing, join in any separate transfer documents required by the Henry to
complete the transfer of the Roof Warranty, comply with the Section thereof
entitled “Conditions of Transfer,” and pay (or reimburse Purchaser for if
Purchaser has paid) the warranty transfer fee to Henry and the cost of any
repairs and replacements to the roof required by Henry under said Section of the
Warranty.  This Section 19 shall survive the Closing Date and shall be
enforceable at any time.

    


    20. No
Assignment.  he rights
of Purchaser under this Agreement cannot be assigned in whole or in part without
the prior consent of Seller, which shall not be unreasonably withheld,
conditioned or delayed. The foregoing shall not however prohibit the Purchaser
from assigning, without the consent of Seller, its rights hereunder to an
Affiliate; however, no such assignment shall relieve the Purchaser named herein
from continuing liability under this Agreement. Consent by Seller to any
assignment of Purchaser’s rights under this Agreement shall not relieve
Purchaser of its obligations under this Agreement, regardless of whether such
assignment includes an assumption of liability by Purchaser’s
assigns.

     
 

    21. Purchaser’s
Authority.  Purchaser
hereby represents and warrants to Seller that the following statements are true
and correct as of the Effective Date and shall be true and correct as of the
Closing Date:

    


    (a) The
Purchaser is a limited liability company, duly formed and in good standing under
the laws of the State of Delaware, and is qualified to do business and in good
standing in the District of Columbia.

     

    
      
        
        

      

      
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    (b) Purchaser
has the full right, power and authority and has taken all requisite limited
liability company action to enter into this Agreement, to purchase the Property
and to carry out its obligations as set forth hereunder.

    (c) No
consent or approval of any person, entity or governmental agency or authority is
required with respect to the execution and delivery of this Agreement by
Purchaser or the consummation by Purchaser of the transaction contemplated
hereby or the performance by Purchaser of its obligations
hereunder.

     

    (d) The
execution and delivery by Purchaser of, and the performance and compliance by
Purchaser with the terms and provisions of this Agreement, do not violate any of
the terms, conditions or provisions of its partnership agreement; any judgment,
order, injunction, decree, regulation or ruling of any court or other
governmental authority to which Purchaser is subject.

     

    (e) There are
no attachments, executions, assignments for the benefit of creditors,
receiverships, conservatorship or voluntary or involuntary proceedings in
bankruptcy or pursuant to any debtor relief laws filed by Purchaser or against
Purchaser.

    


    22. Confidentiality.
 Prior
to the Closing and except as may reasonably be required in connection with the
consummation of the transactions contemplated hereby, each party shall keep
confidential the details of the transactions contemplated hereby and all
documents and other information provided the other party, and will not identify
Purchaser or Seller of the Property without the prior consent of the other. The
parties may disclose the details of this transaction to its employees, officers,
affiliates, professionals engaged by it in connection with the transactions
contemplated hereby, but each will require such parties to abide by the
foregoing confidentiality provisions. This Section 22 shall survive the
termination of this Agreement prior to the Closing Date for any reason
whatsoever, and shall be enforceable at any time in the event of such
termination. After the Closing Date, each party shall keep confidential all
documents and other confidential information provided by the other party, except
this Section shall not prohibit or restrict any party  from making any
disclosures required by applicable law (including securities laws and the rules
and regulations thereunder) or regulatory requirements of any stock exchange.
Nor will this Section prohibit or restrict any party from making any
disclosures, or require advance notice of any disclosure, of “Non-Confidential
Information” (as defined in the next sentence).  For all purposes of
this Agreement, the term “Non-Confidential Information”
shall mean all of the following  (i) information authorized by
the non-disclosing party in writing to be disclosed, (ii) information that, at
the time of disclosure or thereafter is in the public domain through no fault of
the  disclosing party, including, without limitation, the Offering
Memorandum for the sale of the Property prepared by Holliday Fenoglio Fowler,
L.P., and any portion thereof, and all information about a party disclosed by
the party itself; and (iii)  information and details concerning the
economic terms of the purchase of the Building, and any other information and
details about or related to  the Building, including, without
limitation, the Building’s  physical characteristics, and its economic
position and characteristics, such as the lease terms, tenant buildouts, etc.
Notwithstanding anything set forth to the contrary herein, after the Closing
Date, Purchaser may, without any advance notice to Seller, disclose the terms
and conditions of this Agreement and file a copy of this Agreement with the
Securities and Exchange Commission (including without limitation as an exhibit
to any Forms 8-K, 10-K, 10-Q and 10-K). This Section shall not apply to any
press releases, advertisements or other disclosures made in accordance with
Section 24.2 of this Agreement.  All references in this Section 22 to
a party, or to Seller or Purchaser, shall include all Affiliates of such
party.

    


    
      
        
        

      

      
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    23. Assumption
or Cancellation of Service Contracts.  All
Service Contracts (other than the Elevator Contract and the Master Energy
Services Contract for electric service with Pepco Energy Services, Inc. (the
“Pepco Contract”) which
Purchaser elects to have Seller cancel or cause to be cancelled) which are
assignable shall be included in the assignment and assumption described in
Section 7.1(c) and any costs or fees charged by  the service provider
in connection with such assignment shall be prorated at the Closing and
thereafter assumed by Purchaser. Notwithstanding the immediately preceding
sentence, any fee charged by a service provider to transfer a Service Contract
shall be borne by Seller. The Elevator Contract and the Pepco Contract shall be
terminated by Seller on or before the Closing Date and any costs or fees charged
by the service providers in connection with such termination shall be borne by
Seller. Purchaser may also notify Seller in writing on or before the end of the
Inspection Period that it wishes Seller to exercise the termination option under
Section 8.7 of the garage Lease with Marc Parc, Inc., in which event Purchaser
shall assume all obligations in connection with such termination (other than to
provide the notice of termination in accordance with such garage lease, which
shall be Seller’s sole obligation hereunder) and shall indemnify, defend and
hold harmless Seller against all termination fees and liabilities in connection
therewith.

    


    24. Miscellaneous.

    


    24.1 Captions and
Execution.  The
captions in this Agreement are inserted for convenience of reference only and in
no way define, describe or limit the scope or intent of this Agreement or any of
the provisions hereof. This Agreement shall not be binding or effective until
properly executed and delivered by Seller and Purchaser.

    


    24.2 Press
Release.  Seller
and Purchaser each agrees that before the Closing Date it will not issue any
press release, advertisement or other public communication (“Press Release”)with respect to
this Agreement or the transactions contemplated hereby without the prior consent
of the other party hereto, except to the extent required by law. If Seller or
Purchaser is required by law to issue such a press release or other public
communication before the Closing Date, at least one Business Day before the
issuance of the same such party shall deliver a copy of the proposed press
release or other public communication to the other party hereto for its review
and approval, which approval shall not be unreasonably withheld or delayed. On
or after the Closing Date, each party may, without the prior consent of the
other party, issue a Press Release with respect to this Agreement and the
transactions consummated by this Agreement, provided that, without the prior
consent of the other party, no such Press Release shall contain any information,
including information about and provided by, the other party,  except
(i) the terms and conditions of this Agreement and the transactions consummated
by this Agreement, and (ii) Non-Confidential Information.

    


    24.3 Amendment and
Merger.  This
Agreement may not be changed or terminated orally. This Agreement shall not be
deemed to have been merged with the conveyance of title and all covenants,
agreements, indemnities, representations and warranties shall survive the
Closing for a period of six (6) months except as may be otherwise specifically
provided herein. This Section shall not limit the survivability of the
Purchaser’s indemnity contained in Section 9.4 hereof.

    


    24.4 Binding.  This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, their respective successors, personal representatives, heirs and
permitted assigns.

    


    24.5 Governing Law; Venue and
Limitation Date.  This
Agreement shall be governed by and construed in accordance with the laws of the
District of Columbia (without giving any effect to the principles of conflicts
of law). Should any provision of this Agreement require judicial interpretation,
it is agreed that the court interpreting or considering same shall not apply the
presumption that the terms hereof or thereof shall be more strictly construed


     

    
      
        
        

      

      
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    against a
party by reason of the rule or conclusion that a document should be construed
more strictly against the party who itself or through its agent prepared the
same, it being agreed that all parties hereto have participated in the
preparation of the instruments and that each party consulted legal counsel
before the execution and delivery hereof. Purchaser and Seller agree that any
claim or litigation arising out of this Agreement, or the transaction
contemplated hereby, shall be made or brought no later than two (2) years after
the Closing Date (“Limitation
Date”), except that this Limitation Date shall not apply to any indemnity
claim under Section 9.4 hereof. Any litigation arising out of this Agreement
shall be brought in the Superior Court of the District of Columbia or in the
United States District Court for the District of Columbia, Seller and Purchaser
consenting to the venue of such courts. In no event shall Seller be liable after
the Closing Date for its breach of any covenant, representation or warranty if
such breach was known to Purchaser prior to the Closing Date.

     

    24.6 Entire
Agreement.  This
Agreement, together with the attached Exhibits A through K
and Schedules A through J, contains the entire agreement between the parties and
any and all prior understandings, statements, representations and agreements are
merged herein and any agreement hereafter made shall be ineffective to change,
modify, or discharge this Agreement in whole or in part unless such agreement
hereafter made is in writing and signed by the parties hereto.

    


    24.7 Time of
Essence.  Purchaser
and Seller each agree that time is of the essence with respect to each and every
provision of this Agreement.

    


    24.8 No
Waiver.  Except as
otherwise provided in this Agreement, failure by Purchaser or Seller to insist
upon or enforce any rights herein shall not constitute a waiver
thereof.

    


    24.9 Partial
Invalidity.  If any
term or provision of this Agreement or the application thereof to any persons or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of this Agreement or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by
law.

    


    24.10 Exclusive
Rights.  After the
Effective Date, Seller agrees that it will not enter into any form of letter of
intent or other agreement for the sale of the Property to a third party so long
as this Agreement continues in effect.

    


    24.11 No Offer or Binding
Contract.  The
parties hereto agree that the submission of an unexecuted copy or counterpart of
this Agreement by one party to another is not intended by either party to be, or
be deemed to be a legally binding contract or an offer to enter into a legally
binding contract. The parties shall be legally bound pursuant to the terms of
this Agreement only if and when the parties have been able to negotiate all of
the terms and provisions of this Agreement in a manner acceptable to each of the
parties in their respective sole discretion, and both Seller and Purchaser fully
executed and delivered to each other a counterpart of this
Agreement.

    


    24.12 Counterparts.  This
Agreement may be executed in two (2) or more counterparts, each counterpart
shall be deemed an original and all of which together shall have the same force
and effect as if all parties hereto had executed a single copy of this
Agreement.

    


    
      
        
        

      

      
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    24.13 Joint and Several
Liability.  If
Purchaser consists of more than one person or entity, their liability under this
Agreement shall be (i) joint and several, and (ii) fixed, absolute and
continuing upon execution hereof. Each and every representation, warranty,
covenant (affirmative, negative or otherwise), agreement, undertaking,
obligation, restriction, limitation, waiver and other provision made or incurred
by or imposed on the Purchaser hereunder shall be deemed to be the joint and
several representation, warranty, covenant, agreement, undertaking, obligation,
restriction, limitation or waiver of each entity comprising Purchaser, and each
entity comprising Purchaser hereby waives any right of subrogation it may have
against the other resulting from liability hereunder until all obligations
hereunder have been satisfied. MBA, by its execution of this Agreement, hereby
guarantees all of Seller’s obligations and liabilities under this Agreement, and
Seller and MBA agree that their liability under this Agreement shall be (i)
joint and several, and (ii) fixed, absolute and continuing upon execution
hereof. Each and every representation, warranty, covenant (affirmative, negative
or otherwise), agreement, undertaking, obligation, restriction, limitation,
waiver and other provision made or incurred by or imposed on the Seller
hereunder shall be deemed to be the joint and several representation, warranty,
covenant, agreement, undertaking, obligation, restriction, limitation or waiver
of Seller and MBA.

    


    24.14 Jury
Waiver.  Each party hereto waives the right to
a trial by jury in any action or proceeding based upon, or related to, the
subject matter of this Agreement or any action between any party hereto and any
of their successors, or assigns, under or connected with this Agreement or any
of its provisions. This waiver is knowingly, intentionally and voluntarily made
by each and every party hereto, ands each of the parties hereto acknowledges
that neither such party nor any person acting on behalf of such party has made
any representations of fact to induce this waiver of trial by jury or in any way
to modify or nullify its effect.

    


    


    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Purchase and Sale
Agreement as of the date first above written.

    


    


    SELLER:

    


    1331 L Street LLC,

    a
Delaware limited liability company

    


    By:  Mortgage
Bankers Association,

    Manager
and Sole Member

    


    


    By: /s/ John
A.Corson                                                                    

    Name:
John A. Courson

    Title:
President and Chief Executive Officer

    


    


    PURCHASER:

    


    1331 L
Street Holdings, LLC,

    a
Delaware limited liability company

    


    By: /s/ Andrew
Florance                                                               

    Name:
Andrew Florance

    Title:
Manager

    


    ADDITIONAL
PARTIES:

    


    MORTGAGE
BANKERS ASSOCIATION,

    an
Illinois not for profit corporation

    


    By: /s/ John
A.Corson                 
 

    Name:
John A. Courson

    Title:
President and Chief Executive Officer

    


    COSTAR
GROUP, INC.,

    a
Delaware corporation

    


    By: /s/ Andrew
Florance            

    Name:  Andrew
Florance

    Title:  Chief
Executive Officer

    


    


    
      
        
        

      

      
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    ESCROW
AGENT

    


    The
undersigned Escrow Agent executes this Agreement solely for the purpose of
evidencing its agreement to perform the obligations of the Escrow Agent as set
forth and contained in the foregoing and annexed Purchase and Sale Agreement, it
being understood and agreed that Escrow Agent shall have absolutely no liability
for the performance by Seller or Purchaser of their obligations under the
Purchase and Sale Agreement.

    


    Old
Republic National Title Insurance Company

    


    


    By:                                                                           

    Name:
Christopher Naughten

    Title:
Vice President

     

     

    
      
        
        

      

      
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