Exhibit10.1**PURCHASE AGREEMENT**     **THIS PURCHASE AGREEMENT**(“Agreement”) is made as of June 17, 2005, by and between OPUS REALESTATE VIRGINIA III, L.L.C., a Delaware limited liability company (“Seller”), and CARR CAPITALCORPORATION, a District of Columbia corporation (“Purchaser”).     In consideration of this Agreement, Seller and Purchaser agree as follows:     1. **Sale of Subject Property.**Seller agrees to sell to Purchaser the property described below(collectively, the “Subject Property”), and Purchaser agrees to buy from Seller the SubjectProperty, upon and subject to the conditions and limitations herein contained:          (a) **Real Property.**Fee simple interest in that certain parcel of real estate in FairfaxCounty, Virginia, commonly known as Opus at Westfields (the “Subject Property”), legally describedon Exhibit A attached hereto and made a part hereof (the “Land”), together with (i) allbuilding structures, improvements and fixtures owned by Seller located on the Land (the“Improvements”), and (ii) all rights, privileges, servitudes, easements and appurtenances thereuntobelonging or appertaining (collectively, the “Real Property”).          (b) **Personal Property and Intangibles.**All of the equipment and personal property, includingwithout limitation, any maintenance equipment, tools, signs, supplies, appliances, securitysystems, decorations, furniture, furnishings, machinery and landscaping, owned by Seller located ator installed on the Real Property and used solely in the operation of the Real Property, if any,and the right to use the name of the Subject Property and other business or trade names associatedwith the Subject Property (excluding any names containing the name “Opus”) to the extent the sameare assignable (collectively, “Personal Property”).          (c) **Lease.**Seller’s interest as lessor in and to the lease described on Exhibit Battached hereto and made a part hereof, together with all amendments or modifications thereto, ifany (collectively the “Lease”) and any guaranties or other security applicable thereto and allsecurity deposits, advance rental or like payments, if any, held by Seller in connection with theLease.          (d) **Permits.**Seller’s interest in and to the licenses, permits, authorizations, certificatesof occupancy and governmental approvals described on Exhibit C attached hereto and made apart hereof, to the extent the same are assignable (“Permits”).          (e) **Service Contracts.**Seller’s interest in and to the existing service and maintenancecontracts together with any amendments or modifications thereto, if any, described on ExhibitD attached hereto and made a part hereof (“Service Contracts”) to the extent they areassignable. On or before the Contingency Date (as herein defined) Purchaser shall advise Seller,in writing, of any Service Contracts that Purchaser does not desire to be assigned to and assumedby Purchaser at Closing (as herein defined), and any such Service Contracts shall be terminatedprior to Closing if such contracts are terminable at no cost to Seller and, provided that Sellerhas reasonably sufficient notice to allow for timely termination of such Service Contracts.Failure by Purchaser to notify Seller prior to the Contingency Date shall constitute an election byPurchaser to have all of the Service Contracts assigned to and assumed by Purchaser.          (f) **Warranties.**Seller’s interest in and to all unexpired warranties and guaranties given orassigned to or benefiting Seller, the Real Property or the Personal Property regarding the
 

 
acquisition, construction, design, use, operation, management or maintenance of the RealProperty or Personal Property that are described on Exhibit E attached hereto and made apart hereof (“Warranties”), to the extent the same are in Seller’s possession and assignablewithout cost to Seller; provided, however, it is understood that Seller is not assigning, and theSubject Property does not consist of, Seller’s interest in any construction contract between Sellerand any Opus related entity.          (g) **Plans.**A limited license, as hereinafter described, to review and use a copy of the finalplans and specifications (excluding shop drawings) relating to the construction of the Improvementsin Seller’s possession (“Plans”); provided, however, neither Purchaser nor its successors orassigns may use the Plans for any purpose other than the repair, maintenance or restoration of theImprovements without the prior written consent of Seller, and Purchaser hereby agrees to indemnify,defend and hold harmless Seller and its affiliates from and against any unauthorized use of thePlans, which obligation shall survive Closing. Seller reserves the right to use the Plans for anypurpose.     2. **Purchase Price.**Purchaser shall pay to Seller, as consideration for the purchase of theSubject Property, the sum (“Purchase Price”) of TWENTY-FOUR MILLION ONE HUNDRED FIFTY THOUSAND ANDNO/100 DOLLARS ($24,150,000.00) as the same may be adjusted as provided below. The Purchase Priceshall be payable as follows:          (a) **Balance of Purchase Price**. The balance of the Purchase Price, plus or minus prorationsand other adjustments, if any, shall be due in cash at Closing, provided that the Earnest Money(defined below) shall be applied to the cash balance. Purchaser shall pay such balance to Seller,by wire transfer of immediately available funds to be received by Seller at or before 2:00 p.m.Central Daylight Time on the Closing Date.          (b) **Initial Earnest Money Deposit**. Within one (1) business day of the execution of thisAgreement by both Seller and Purchaser, Purchaser shall deposit the sum of TWO HUNDRED THOUSAND andNo/100 DOLLARS ($200,000.00) (the “Initial Earnest Money”) with the escrow department of FirstAmerican Title Insurance Company, 1900 Midwest Plaza West, 801 Nicollet Mall, Minneapolis, MN55402-2504 (“Title Company”) pursuant to an escrow agreement in substantially the form ofExhibit F attached hereto and made a part hereof (the “Escrow Agreement”).          (c) **Additional Earnest Money Deposit**. If this Agreement has not been terminated as set forthin Section 3 hereof on or before the Contingency Date, Purchaser shall deposit theadditional sum of THREE HUNDRED THOUSAND and NO/100 DOLLARS ($300,000.00) (the “Additional EarnestMoney”) with the escrow department of the Title Company within one (1) business after theContingency Date. Upon such deposit, the Title Company shall issue its written acknowledgment ofreceipt as required under the Escrow Agreement. The Initial Earnest Money, Additional EarnestMoney and Extension Payment (as defined herein), if any, and all interest earnings thereon arecollectively referred to herein as the “Earnest Money.” The Title Company will immediately depositthe Earnest Money in accordance with the Escrow Agreement. The Earnest Money shall be paid toSeller at Closing as a credit against the Purchase Price.     3. **Conditions Precedent to Closing.**Purchaser’s obligation to consummate the transactioncontemplated by this Agreement shall be subject to satisfaction or waiver of each of the followingconditions (“Conditions Precedent”) on or before 5:00 p.m. Central Daylight Time, on the date whichis thirty (30) days after the date of delivery of each of the items in Section 3(b) below(“Contingency Date”):          (a) **Title/Survey.**Within twenty (20) days of the date hereof, Seller will furnish toPurchaser: (i) a current title commitment (“Commitment”) for the Real Property (with copies of allunderlying title documents listed in the Commitment other than any financing documents) for an ALTA
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form owner’s title policy (the “Title Insurance Policy”) in the amount of the Purchase Priceissued by the Title Company showing title in Seller and (ii) an updated ALTA as-built survey(“Survey”) for the Real Property. If the Survey discloses survey defects or if the Commitmentshows exceptions unacceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), thenPurchaser shall notify Seller, in writing, within five (5) days after receipt of the Commitment,the underlying title documents and the Survey, specifying the Unpermitted Encumbrances, and, priorto the Contingency Date, Purchaser shall have received assurances satisfactory to Purchaser, in itsreasonable discretion, that the Unpermitted Encumbrances will be removed or endorsed over on orbefore Closing. Notwithstanding anything herein to the contrary, Seller shall have no obligationto correct, cure or remove any Unpermitted Encumbrances.          (b) **Due Diligence Materials; Tests.**Seller shall, within three (3) business days followingexecution of this Agreement, deliver to Purchaser true and correct copies of all Lease, Permits,Service Contracts, Warranties, Plans and without duplication of any of the previous items and tothe extent they are in possession of the Seller or the manager of the Subject Property, the itemslisted on the attached Exhibit M (collectively, the “Property Information”).          (c) If Purchaser is not satisfied, in its sole and absolute discretion, with the condition ofthe Subject Property or if Purchaser deems, in Purchaser’s sole and absolute discretion, theSubject Property unsuitable for Purchaser’s purposes or for any other reason whatsoever Purchaserelects not to proceed with the transaction contemplated by this Agreement, then Purchaser mayterminate this Contract by giving written notice to Seller on or before the Contingency Date, inwhich case the Earnest Money will be returned to Purchaser and the parties will have no furtherobligations under this Agreement (except for the return of the Earnest Money and any obligationsthat specifically survive termination of this Agreement). If Purchaser fails to give any notice onor prior to the Contingency Date, then the Earnest Money shall become nonrefundable as of theContingency Date and the Closing shall occur on a date in the period beginning on August 15, 2005and ending on September 1, 2005, provided that Seller shall be required to give Purchaser at leastfive (5) business days notice prior to such date (the “Closing Date”). If Purchaser gives noticeas provided above, then this Agreement shall terminate, provided if Seller so requests, Purchasershall execute any document reasonably required by Seller to evidence such termination including,without limitation, a quit claim deed. Upon such termination, neither party will have any furtherrights or obligations (other than the obligations of Purchaser set forth in Section 3(b)and the indemnity and other obligations of Seller set forth in Section 1(f), 3(b),13 and 31 which obligations shall survive any termination; such indemnityobligations shall be referred to herein as the “Surviving Indemnity Obligations”) regarding thisAgreement or the Subject Property.     4. **Covenants by Seller.**Seller covenants and agrees with Purchaser that from the date hereofuntil the Closing Date (as herein defined), Seller shall conduct its business involving the SubjectProperty as follows, and during such period will (except as specifically provided to the contraryherein):          (a) Refrain from creating on the Subject Property any easements, encumbrances or liensaffecting the Subject Property other than as may be required by any applicable governmental orquasi-governmental authority or by a provider of utility services, and refrain from removing anyPersonal Property, fixture or equipment; provided, however, nothing herein shall preclude Seller orthe Property Manager from replacing any such items in the ordinary course of operating the SubjectProperty. Seller shall, upon Seller’s receipt, deliver to Purchaser a copy of any easement sorequired by any governmental or quasi-governmental authority or provider of utility servicesaffecting the Subject Property which does not require the consent of Purchaser, and any sucheasement shall constitute a Permitted Encumbrance.          (b) Refrain from entering into or amending the Service Contracts, Warranties or Permits (otherthan Lease which is governed by 4(d) below) regarding the Subject Property (other than contracts inthe ordinary course of business which are cancelable by the owner of the Subject Property
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without penalty within thirty (30) days after giving notice thereof) without the prior writtenconsent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, andwhich shall be deemed given if Purchaser does not object to Seller’s request for approval withinfive (5) business days.          (c) Operate, maintain, repair and insure the Subject Property in a commercially reasonablemanner consistent with the existing operation, maintenance, repair and insurance of the SubjectProperty and deliver the Subject Property as of the Closing substantially in the condition it is inof the date hereof, ordinary wear and tear, and damage by fire or other casualty excepted.          (d) Except as expressly provided herein, from and after the date hereof (provided that thisAgreement has not been terminated), Seller shall refrain from amending the existing Lease withoutPurchaser’s written approval, as provided below, provided that Purchaser shall have no ability tointerfere with the administration by Seller of the existing Lease as required by the terms of suchLease. Purchaser shall have three (3) business days from receipt of such amendment to approve ordisapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. Inthe event that Purchaser does not approve any such amendment, Purchaser shall notify Seller, inwriting, of such disapproval prior to expiration of the aforesaid three (3)-business day period,stating in such written notification under what conditions, if any, Purchaser’s approval would beforthcoming and Purchaser’s agreement to approve such amendment if such conditions are satisfied.          (e) Promptly provide Purchaser with copies of all written notices delivered or received underthe Lease.          (f) Promptly provide Purchaser a copy of any notice of litigation received by Seller that maymaterially and adversely affect the ownership or operation of the Subject Property.          5. **Representations by Seller.**As used in this Agreement, the phrase “to Seller’s knowledge”or words of similar import shall mean the actual knowledge of Andrew C. Deckas, Wade Lau, and PegBowden, without independent investigation or inquiry. Subject to the foregoing, Seller representsto Purchaser as follows:          (a) **Authority.**Seller is a limited liability company duly organized and validly existing andin good standing under the laws of the State of Delaware; Seller has the requisite power andauthority to enter into and perform this Agreement, the Closing Documents (as herein defined) towhich it is a party; such documents have been duly authorized by all necessary action on the partof Seller and have been or will be duly executed and delivered; such execution, delivery andperformance by Seller of such documents will not conflict with or result in a violation of Seller’sorganizational documents, or any judgment, order, or decree of any court or arbiter to which Selleris a party; and such documents are valid and binding obligations of Seller, and are enforceableagainst Seller in accordance with their terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium, creditor’s rights and other similar laws. Each individual executingthis Agreement on behalf of Seller is duly authorized to do so.          (b) **FIRPTA.**Seller is not a “foreign person,” “foreign partnership,” “foreign trust” or“foreign estate” as those terms are defined in Section 1445 of the Internal Revenue Code.          (c) **Proceedings.**To the knowledge of Seller, there is no action, litigation, investigation,condemnation or proceeding of any kind pending or, to the knowledge of Seller, threatened againstSeller which would have a material and adverse affect on the ability of Seller to perform itsobligations under this Agreement, or related to the Subject Property or the Lease other than asdisclosed to Purchaser in writing.
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          (d) **Lease**. (i) Exhibit B is a true and complete listof the Lease and all other occupancy agreements relating to the SubjectProperty. Except as set forth in the Lease, there are no rights offirst refusal, options to terminate without cause of Seller, options torenew, options to purchase, or any rent abatements given to tenantunder the Lease (the “Tenant”) after the Tenant is in occupancy andpaying rent.  (ii) To the Seller’s knowledge, the Lease is in fullforce and effect according to the terms set forth therein, and has notbeen modified, amended, or altered, in writing or otherwise, except asset forth in Exhibit B.  (iii) To Seller’s knowledge there are not, andSeller has not received written notice from Tenant of any unperformedobligation of the landlord under the Lease, including, withoutlimitation, failure of the landlord to construct any required tenantimprovements. To Seller’s knowledge there are not, and Seller has notbeen advised in writing of any claims or disputes giving rise to anysetoff by Tenant. To Seller’s knowledge, with respect to the Lease alltenant improvement allowances have been paid and all tenantimprovements have been completed.  (iv) To Seller’s knowledge, neither Seller norTenant is in default under the Lease (beyond any applicable grace orcure period), and there are no rent delinquencies of more than thirty(30) days.  (v) There are no brokers’ commissions, finders’fees, or other charges payable or to become payable to any third partyon behalf of Seller as a result of or in connection with the Lease,including, without limitation, any unexecuted options to expand orrenew, except as set forth on Exhibit B-1 attached hereto andmade a part hereof.          (e) **Blocked Persons**. Seller has not received written notice that Seller is: (i) listed on the Specially Designated Nationalsand Blocked Persons List maintained by the Office of Foreign AssetsControl, Department of the Treasury (“OFAC”) pursuant to ExecutiveOrder No. 13224, 66 Fed. Reg. 49079 Sept. 25, 2001 (the “ Order”)and/or on any other list of terrorists or terrorist organizationsmaintained pursuant to any of the rules and regulations of OFAC orpursuant to any other applicable Orders (such lists are collectivelyreferred to as the “Lists”);  (ii) a person who has been determined by competentauthority to be subject to the prohibitions contained in the Order;  (iii) owned or controlled by, and does not act foror on behalf of, any person or entity on the Lists or any other personor entity who has been determined by competent authority to be subjectto the prohibitions contained in the Order.
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          (f) **Bankruptcy**. Seller is not the subject of, and has not received any written notice of orthreat that the Seller has or will become the subject of, any reorganization, liquidation,dissolution, receivership or other action or proceeding under the United States Bankruptcy Code, 11U.S.C. §§ 101, et seq., or any other federal, state or local laws affecting the rights of debtorsand/or creditors generally, whether voluntary or involuntary and including, without limitation,proceedings to set aside or avoid any transfer of any interest in property or obligations, whetherdenominated as a fraudulent conveyance, preferential transfer or otherwise, or to recover the valuethereof or to charge, encumber of impose a lien thereon.          (g) **Service Contracts**. Exhibit D attached hereto is a complete list of all currentService Contracts which list includes the names of the contracting parties, the dates of theService Contracts and a listing of all amendments to such Service Contracts.          (h) **Condemnation**. Seller has no knowledge of nor has it received any written notice of anypending or contemplated condemnation proceedings affecting all or any part of the Subject Property.          (i) **Accuracy of Documents**. All documents and records to be delivered comprising the PropertyInformation are true, correct and complete copies of the documents and records purported to bedelivered thereunder.     6. **Representations by Purchaser and Other Matters**.          (a) **Representations by Purchaser.**Purchaser represents to Seller as follows:     (i) that Purchaser is a corporation duly organized and validly existing and ingood standing under the laws of the District of Columbia, that Purchaser has therequisite power and authority to enter into this Agreement, and the ClosingDocuments (as herein defined) that it is party to; such documents have been dulyauthorized by all necessary action on the part of Purchaser and have been or will beduly executed and delivered; that the execution, delivery and performance byPurchaser of such documents will not conflict with or result in violation ofPurchaser’s organizational documents or any judgment, order or decree of any courtor arbiter to which Purchaser is a party; such documents are valid and bindingobligations of Purchaser, and are enforceable against Purchaser in accordance withtheir terms, subject to applicable bankruptcy, insolvency, reorganization,moratorium, creditor’s rights and other similar laws.     (ii) Purchaser has not received written notice that Purchaser is: (A) listed on the Specially Designated Nationalsand Blocked Persons List maintained by the Office of Foreign AssetsControl, Department of the Treasury (“OFAC”) pursuant to ExecutiveOrder No. 13224, 66 Fed. Reg. 49079 Sept. 25, 2001 (the “ Order”)and/or on any other list of terrorists or terrorist organizationsmaintained pursuant to any of the rules and regulations of OFAC orpursuant to any other applicable Orders (such lists are collectivelyreferred to as the “Lists”);  (B) a person who has been determined by competentauthority to be subject to the prohibitions contained in the Order;
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 (C) owned or controlled by, and does not act for oron behalf of, any person or entity on the Lists or any other person orentity who has been determined by competent authority to be subject tothe prohibitions contained in the Order.     (iii) Purchaser shall not transfer or permit the transfer of any interest inPurchaser to any person or entity who is listed on the Lists.          (b) **Other Matters.**The representations of Seller and Purchaser contained in this Agreementshall survive Closing; provided, however, (i) any cause of action of Purchaser against Seller byreason of a breach or default of any of the representations in Section 5 set forth hereinor in any certificates executed by Seller pursuant to Section 8(a) below or in any ClosingDocuments or Purchaser’s and Seller’s Closing Documents that Seller is a party to shallautomatically expire as of the date which is twelve (12) months after the Closing (the “WarrantyExpiration Date”), except that the same shall not expire as to any such breach or default as towhich Purchaser has given written notice to Seller of a claim for any such breach or default priorto the Warranty Expiration Date, (ii) Seller’s total liability for any breach or breaches of itsrepresentations in Section 5 set forth herein shall in no event exceed $750,000.00 in theaggregate, which liability limit shall survive Closing, and (iii) Seller shall not have anyliability whatsoever to Purchaser with respect to any breach or breaches by Seller of itsrespective representations in Section 5 set forth herein, if, prior to Closing, Purchaserobtains knowledge by virtue of a written document or report received on or prior to the ClosingDate of a fact or circumstance, the existence of which would constitute a breach of Seller’srepresentations in Section 5 set forth herein. Among other things, for purposes hereof,Purchaser shall be deemed to have knowledge of any fact or circumstance set forth in anyenvironmental assessments, engineering reports, estoppel certificate (as defined in Section7(b)(v) hereof) or other written materials reviewed or received by Purchaser on or prior to theClosing Date. Seller’s representations in Section 5 set forth herein shall be deemedautomatically modified to the extent that any information contained in any environmentalassessments or engineering reports or other written materials reviewed or received by Purchaserprior to the Closing Date is inconsistent with the matters which are the subject of suchrepresentations in Section 5. Notwithstanding the foregoing, Seller shall not have anyliability with respect to any breach to the extent the loss sustained by Purchaser as a resultthereof does not exceed $25,000.00 in the aggregate, provided, further if any such loss exceeds$25,000.00, Seller shall be liable for the total amount of such loss subject to the maximumliability provisions herein contained.     7. **Closing**.          (a) **Closing Date.**The closing of the purchase and sale contemplated by this Agreement (the“Closing”) shall occur on or prior to the Closing Date, subject to delays occasioned by operationof Section 8(b), at the office of the Title Company or at such other time and place as theparties may mutually agree.
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          (b) **Purchaser’s Closing Conditions Precedent.**Purchaser’s obligation to consummate thetransaction contemplated by this Agreement shall be subject to satisfaction or waiver of each ofthe following conditions (“Purchaser’s Closing Conditions Precedent”); provided, however thatPurchaser shall have the unilateral right to waive any Purchaser’s Closing Conditions Precedent, inwhole or in part, by written notice to Seller: (i) The representations in Section 5 ofSeller hereof shall be, in all material respects, true and complete asof the Closing.  (ii) Seller shall have performed all of theobligations required to be performed by Seller under this Agreement, asand when required by this Agreement, in all material respects.  (iii) There shall not have been instituted and bepending any action or proceeding before any court, governmental agencyor other regulatory or administrative agency or commission challengingthe purchase and sale of the Subject Property or the transactionsrelated thereto that seeks to restrain, prevent or change thetransactions contemplated hereby or questions the validity of suchtransactions.  (iv) Neither the Purchaser nor the Seller shall haveterminated this Agreement as provided herein.  (v) Purchaser shall have received from Tenant anestoppel certificate at least five (5) days prior to the Closing Date,substantially in the form of Exhibit H attached hereto.          (c) **Seller’s Conditions Precedent.**Seller’s obligation to consummate the transactioncontemplated by this Agreement shall be subject to satisfaction or waiver of each of the followingconditions (“Seller’s Closing Conditions Precedent”), but Seller shall have the unilateral right towaive, in whole or in part, any Seller’s Closing Conditions Precedent by written notice toPurchaser: (i) The representations in Section 6 ofPurchaser hereof shall be, in all material respects, true and complete.  (ii) Purchaser shall have performed all of theobligations required to be performed by Purchaser under this Agreement,as and when required by this Agreement, in all material respects.In the event Purchaser’s Closing Conditions Precedent or Seller’s Closing Conditions Precedent, asthe case may be, have not been satisfied or waived as of the scheduled Closing Date as the same maybe extended as permitted above, and provided the failure to satisfy or waive any such condition isnot attributable to a breach or default of this Agreement by Seller or Purchaser, as the case maybe (in which event the provisions of Section 10 shall apply), this Agreement shallterminate (other than the Surviving Indemnity Obligations, which obligations shall survive any suchtermination) and the Earnest Money shall promptly be returned to Purchaser; provided, however, uponsuch termination Purchaser shall, at the request of Seller, execute any document reasonablyrequested by Seller to evidence such termination, including, without limitation, a quit claim deed.Upon such termination, neither party will have any further rights or obligations (other than theSurviving Indemnity Obligations which shall survive any such termination) regarding this Agreementor the Subject Property.
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     8. **Closing Deliveries**.          (a) **Seller’s Closing Documents**. On the Closing Date Seller shall execute and/or deliver toPurchaser or cause to be executed and/or delivered the following (collectively, “Seller’s ClosingDocuments”): (i) **Deed.**A Special Warranty Deed (“Deed”)conveying the Real Property to Purchaser in the form attached asExhibit I hereto.  (ii) **Bill of Sale.**A Bill of Sale transferring thePersonal Property for the Subject Property, if any.  (iii) **Termination of Management Agreement.**Evidencethat any management agreement for the Subject Property has beenterminated.  (iv) **Certificate Regarding Representations inSection 5.**A certificate stating that the representations inSection 5 made by Seller under this Agreement are true andcomplete in all material respects as of the Closing Date, or indicatingany material and adverse change in any such representations.  (v) **FIRPTA Affidavit.**A non-foreign affidavitproperly containing such information as is required by Section1445(b)(2) of the Internal Revenue Code and its regulations promulgatedthereunder.  (vi) **Title Documents.**Such affidavits of Seller,transfer tax declarations or other documents as may be reasonablyrequired by Title Company in order to record the Deed and issue theTitle Insurance Policy.  (vii) **Miscellaneous.**Other documents reasonablyrequired to consummate the transaction this Agreement contemplates.          (b) **Title Insurance Policy.**At Closing, Seller shall cause the Title Company, to deliver toPurchaser the Title Insurance Policy, marked-up title commitments or proforma owner’s policies inaccordance with the Commitment. If the Title Insurance Policy which the Title Company is preparedto issue shows any Unpermitted Encumbrances, Seller covenants and agrees, within thirty (30) daysafter the scheduled Closing Date (such 30-day period being sometimes hereinafter referred to as the“Cure Period”), to use reasonable efforts to remove such Unpermitted Encumbrances or to cause theTitle Company to issue its endorsement over any such Unpermitted Encumbrances, which endorsementshall be in form and substance acceptable to Purchaser in its sole discretion and the Closing shallbe delayed in accordance with this Section 8(b) while Seller undertakes such efforts. If,after using reasonable efforts, as aforesaid, Seller cannot cause such Unpermitted Encumbrances tobe removed or if Seller cannot cause the Title Company to issue its endorsement over any suchUnpermitted Encumbrances on or before the expiration of the Cure Period, Purchaser shall, withinfive (5) business days following expiration of the Cure Period, elect to either (i) terminate thisAgreement (other than Surviving Indemnity Obligations, which obligations shall survive any suchtermination) and the Earnest Money shall be returned to Purchaser, provided if Seller so requests,Purchaser shall execute any document reasonably requested by Seller to evidence such terminationincluding, without limitation, a quit claim deed, and neither party will have any furtherobligations (other than the Surviving Indemnity Obligations, which obligations shall survive anysuch termination) or (ii) take title to the Real Property subject to the Unpermitted Encumbrancesas it then is (without any reduction in the Purchase Price), provided that Seller shall remove anymortgage or similar financing lien against Seller. Failure of Purchaser to notify Seller withinthe time limits prescribed herein shall constitute an election under clause (ii) above.
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          (c) **Purchaser’s Closing Documents.**On the Closing Date, Purchaser will execute and/or deliveror cause to be executed and/or delivered to Seller the following (collectively, “Purchaser’sClosing Documents”): (i) **Purchase Price.**The Purchase Price, plus orminus prorations or other adjustments, if any, by wire transfer ofimmediately available funds, tobe received in Title Company’s trust account on or before 12:00 p.m.central standard time on the Closing Date.  (ii) **Title Documents.**Such affidavits of Purchaser,transfer tax declarations or other documents as may be reasonablyrequired by Title Company in order to record the Deed and issue theTitle Insurance Policy.  (iii) **Certificate Regarding Representations inSection 6.**A certificate executed by Purchaser certifying thatrepresentations in Section 6 made by Purchaser under thisAgreement are true and complete in all material respects as of theClosing Date.  (iv) **Miscellaneous.**Other documents reasonablyrequired to consummate the transaction this Agreement contemplates.          (d) **Purchaser’s and Seller’s Closing Documents.**On the Closing Date, Seller and Purchasershall jointly execute and deliver or cause to be executed and delivered the following (togetherwith the Purchaser’s Closing Documents and the Seller’s Closing Documents, the “Closing Documents”: (i) **Closing Statement.**A Closing Statement in formand substance reasonably acceptable to both Seller and Purchaser andconsistent with the terms of this Agreement, showing the Purchase Priceand all prorations, adjustments, credits and debits this Agreementdescribes.  (ii) **Assignment and Assumption of Lease.**AnAssignment and Assumption of Lease in the form of Exhibit Jattached hereto (the “Assignment and Assumption of Lease”).  (iii) **Assignment and Assumption of Contracts andProject Documents.**An Assignment and Assumption of Contracts andProject Documents in the form of Exhibit K attached hereto (the“Assignment and Assumption of Contracts and Project Documents”).  (iv) **Notices to Tenants.**Written notices to theTenants advising them of the sale of the Subject Property and directingthem to make future lease payments and to send all notices or othercommunications to Purchaser at the place designated by Purchaser in theform of Exhibit N attached hereto.  (v) **Designation Agreement.**A Designation Agreementexecuted by Seller, Purchaser and Title Company designating the“reporting person” for purposes of completing the Internal RevenueService Form 1099 and, if applicable, Internal Revenue Form 8594 (the“Designation Agreement”).  (vi) **Miscellaneous.**Such other documents,instruments and affidavits as shall be reasonably necessary toconsummate the transaction contemplated hereby.  (vii) **Tax Declarations and Affidavits.**Transfer taxdeclarations or affidavits to the extent required by law with respectto the Subject Property.
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          (e) **Post-Closing Deliveries.**Within a reasonable time following the Closing, Seller shalldeliver, or cause to be delivered, the following items to Purchaser: (i) **Original Documents.**Original copies of theLease, the Permits, the Warranties, the Service Contracts to the extentnot previously delivered to Purchaser, (to the extent assumed byPurchaser) and the Plans to the extent in Seller’s possession.  (ii) **Keys and Manuals.**Seller shall deliver toPurchaser all of the keys in Seller’s possession to any door or lock atthe Subject Property, in the possession or control of the Seller.  (iii) **Tenant Files.**The current tenant files,including notices, financial information, and other information to theextent such items are in the possession of Seller and subject to anyconfidentiality restrictions imposed upon Seller by the applicabletenant.     9. **Adjustment and Prorations.**For purposes of calculating prorations, Purchaser shall bedeemed to be in title to the Subject Property, and therefore entitled to the income therefrom andresponsible for the expenses thereof, for the entire day upon which the Closing occurs. All suchprorations shall be made on the basis of the actual number of days of the year and month that shallhave elapsed as of the Closing Date. The amount of such prorations shall be adjusted in cash afterClosing, as and when complete and accurate information becomes available. Seller and Purchaseragree to cooperate and use their good faith and diligent efforts to make such adjustments within areasonable time after the calendar year end following Closing. Except as specifically providedotherwise herein, items of income and expense for the period prior to the Closing Date will be forthe account of Seller and items of income and expense for the period on and after the Closing Datewill be for the account of Purchaser, all as determined by the accrual method of accounting. Billsreceived after Closing that relate to expenses incurred, services performed or other amountsallocable to the period prior to the Closing Date shall be paid by Purchaser if such bills are forOperating Expense Pass-Throughs (as hereinafter defined). The obligations of the parties pursuantto this Section 9 shall survive the Closing and shall not merge into any documents ofconveyance delivered at Closing.          (a) **Real Estate Taxes and Special Assessments**. Real estate taxes and assessments imposed bygovernmental authority (and any assessments imposed by private covenant) due and payable in theyear of Closing shall be prorated as of the Closing Date based upon the most recent tax bills orassessment. Seller shall receive a credit for any taxes and assessments paid by Seller andapplicable to any period after the Closing. Special assessments shall be prorated according to thedue dates of installments, with Seller being responsible for installments that become due andpayable before the Closing Date, and Purchaser being responsible for installments that become dueand payable on or after the Closing Date. If, for the fiscal tax year in which the Closing isheld, or any prior year, there are any tax protests filed, or abatement application proceedingspending at any time prior to the Closing with reference to the Property, Seller shall have theright to settle such protests or proceedings as long as such settlement does not include anyagreement as to the valuation of the Property for real estate tax purposes for the period after theClosing. Otherwise, Seller shall not settle the same without Purchaser’s prior written consent.All amounts recovered as a result thereof, whether by settlement or otherwise, shall, net ofattorneys’ fees and other expenses, be apportioned as of the Closing for the fiscal tax year inwhich the Closing is held, and paid, when received, to the parties entitled thereto; provided,however, that to the extent any such amounts are payable to Tenant pursuant to the terms of theLease, such amounts shall be promptly paid over to such Tenant. The parties agree to execute anypapers or take such steps, either before or after any Closing, as may be necessary to carry out theintention of the foregoing.
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          (b) **Title Insurance.**Purchaser shall pay all title examination fees of Title Company, thepremium for the cost of the Title Insurance Policy with endorsements and all costs of any lender’stitle insurance policy, if applicable.          (c) **Survey Costs**. Purchaser shall pay all costs of the Survey.          (d) **Closing Fee**. Seller and Purchaser will each pay one-half of any reasonable and customaryclosing fee charged by the Title Company.          (e) **Transfer Tax**. The Virginia Grantor Tax applicable to the sale, and any additionaltransfer taxes including, without limitation, state and county transfer or recordation taxes,regarding the Deed to be delivered by Seller under this Agreement shall be split equally betweenSeller and Purchaser. Purchaser shall pay for any mortgage registration or recording taxes inconnection with any loan documentation or mortgages recorded by Purchaser and/or Purchaser’slender, if any.          (f) **Collected Rents**. All collected net rent (excluding Operating Expense Pass-Throughs) andother collected income under the Lease shall be prorated as of the Closing. Seller shall becharged with any rent and other income collected by Seller before Closing but applicable to anyperiod of time after Closing. Uncollected rent and other income shall not be prorated. Purchasershall apply rent and other income from Tenant that are collected by Purchaser after the Closingunless the Tenant properly identifies the payment as being for a specific item, in the followingorder: (i) first, to Purchaser’s reasonable costs of collection incurred with respect to suchTenant, (ii) second, to Purchaser in payment of the current rent due under such Lease, (iii) third,to Purchaser in payment of delinquent rent due under such Lease for the period from and after theClosing, and (iv) fourth, to Seller in payment of rent coming due and payable prior to the Closing.Any prepaid rents for the period on or following the Closing Date shall be paid over by Seller toPurchaser. Purchaser will make commercially reasonable efforts, without suit, to collect any rentsrelating to the period before Closing. Seller shall have the right to sue delinquent Tenants fordelinquent rent so long as Seller does not cause a termination of any Lease.          (g) **Operating Expense Pass-Throughs**. Seller, as landlord under the Lease, is currentlycollecting from Tenant under the Lease additional rent and an expense stop to cover taxes,insurance, utilities, common area maintenance and other operating costs and expenses (collectively,“Operating Expense Pass-Throughs”) in connection with the ownership, operation, maintenance andmanagement of the Subject Property. Seller and Purchaser shall each receive a debit or credit, asthe case may be, for the difference between the Tenant’s collected account balance for OperatingExpense Pass-Throughs and the amount of Operating Expense Pass-Throughs due to or from Tenant as ofthe Closing Date. Operating Expense Pass-Throughs for Seller’s period of ownership shall bereasonably estimated by the parties if final bills are not available. If Seller was overpaid byany Tenant for the period with respect to any such charges prior to Closing, Seller shall remit toPurchaser such estimated overpayment at Closing. If Seller was underpaid by any Tenant for theperiod with respect to any such charges prior to Closing, Seller shall receive a credit at Closingfor the amount of such estimated underpayment. Any item in this Section 9(g) that is paiddirectly by any Tenant pursuant to its Lease shall not be prorated between the parties, andPurchaser shall look to the Tenant to pay such items. Seller and Purchaser agree to cooperate anduse their good faith and diligent efforts to do a true-up and make any necessary adjustments to theproration of the Operating Expense Pass-Throughs within ninety (90) days after the calendar yearend following Closing.          (h) **Security Deposits**. Purchaser shall receive a credit against the Purchase Price in anamount equal to the sum of all unapplied cash security deposits in Seller’s possession plus, ifaccrued interest on such security deposits must be reimbursed to any Tenant that paid a securitydeposit, all interest accrued on such security deposits.
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          (i) **Recording Costs.**Seller and Purchaser shall each pay one-half of the cost of recordingthe Deed and all other recording costs, except Purchaser shall pay any and all recording costs inconnection with any loan documentation or mortgages recorded by Purchaser and/or Purchaser’slender, if any.          (j) **Leasing Commissions for Renewals, Expansions and Options.**Purchaser shall be responsibleto pay any leasing commissions due with respect to the renewal, expansion or exercise of options onany Lease, as set forth on Exhibit B-1.          (k) **Other Costs**. All other costs shall be allocated in accordance with the customs prevailingin similar transactions in the respective metropolitan areas where the Subject Property is located.Except as otherwise expressly provided in this Agreement, all prorations provided for herein shallbe final.     10. **Default/Remedies**. IN THE EVENT OF A BREACH OR DEFAULT BY SELLER IN CLOSING THETRANSACTION CONTEMPLATED BY THIS AGREEMENT, PURCHASER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVETHE RIGHT EITHER (I) TO TERMINATE THIS AGREEMENT AND RECEIVE A RETURN OF THE EARNEST MONEY ANDSELLER SHALL REIMBURSE PURCHASER FOR ITS REASONABLE OUT OF POCKET COSTS UP TO A MAXIMUM AMOUNT OF$37,500.00 ASSOCIATED WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT AND ITS EXAMINATION OFTHE PROPERTY, INCLUDING WITHOUT LIMITATION, THE FEES AND DISBURSEMENTS OF ITS COUNSEL, ADVISERS,AND AGENTS, OR (II) TO ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT, PROVIDED THAT ANY ACTION FORSPECIFIC PERFORMANCE BE COMMENCED WITHIN NINETY (90) DAYS OF THE SCHEDULED CLOSING DATE (OR SUCHLONGER PERIOD AS MAY BE REQUIRED BY LAW), AS THE SAME MAY HAVE BEEN EXTENDED PURSUANT TO THEPROVISIONS HEREOF. EXCEPT FOR THE SURVIVING INDEMNITY OBLIGATIONS, WHICH SHALL SURVIVE TERMINATIONOF THE AGREEMENT, IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASER IN CLOSING THE TRANSACTIONCONTEMPLATED BY THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVE THE RIGHT TOTERMINATE THIS AGREEMENT AND RECEIVE THE EARNEST MONEY AS LIQUIDATED DAMAGES, IT BEING AGREED BYSELLER AND PURCHASER THAT THE DAMAGES TO SELLER IN CASE OF DEFAULT BY PURCHASER MAY BE IMPOSSIBLETO ASCERTAIN AND THAT THE EARNEST MONEY CONSTITUTES A FAIR AND REASONABLE AMOUNT OF DAMAGES IN THECIRCUMSTANCES AND IS NOT A PENALTY. NOTHING HEREIN CONTAINED SHALL LIMIT THE RIGHTS OR OBLIGATIONSOF THE PARTIES WITH RESPECT TO A DEFAULT UNDER THIS AGREEMENT OCCURRING AFTER THE CLOSING DATE, ANDIN SUCH CASE THE PARTIES SHALL HAVE ALL RIGHTS AND REMEDIES AVAILABLE AT LAW, IN EQUITY OROTHERWISE INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SPECIFIC PERFORMANCE, SUBJECT TO THECONDITIONS AND LIMITATIONS HEREIN SET FORTH, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OFSECTION 6(b) HEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY SHALLBE ENTITLED TO RECEIVE SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENTOR OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH.     11. **Damage.**If, prior to the Closing Date, all or any part of the Improvements aresubstantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser ofsuch
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fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice toSeller given within thirty (30) days after Seller’s initial notice to Purchaser), this Agreementshall terminate with respect to the Subject Property. In the event of any such termination of thisAgreement, the Earnest Money shall be returned to Purchaser and thereafter neither party will haveany further obligations under this Agreement (other than the Surviving Indemnity Obligations, whichobligations shall survive any such termination), that Purchaser shall, at the request of Seller,execute any document reasonably requested by Seller to evidence such termination including, withoutlimitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in themanner provided in this Section 11) despite such damage, or if the Improvements are damagedbut not substantially, Seller shall promptly commence to repair such damage or destruction and toreturn the damaged Improvements to substantially their condition prior to such damage. If suchdamage shall be completely repaired prior to the Closing Date, then there shall be no reduction inthe Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage.If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligentlyproceeding to repair, then Seller shall complete the repair after the Closing Date and shall beentitled to receive the proceeds of all insurance related to such damage; provided, however, thatPurchaser shall have the right to delay the Closing Date until repair is completed. For purposesof this Section 11, the phrase “substantially damaged” means damage that gives rise to theability of the Tenant(s) leasing at least fifty percent (50%) of the rentable square feet in theSubject Property (in the aggregate) to terminate such Tenants’ Lease(s) pursuant to the terms andconditions of such Lease(s) and such Tenant(s) actually terminate such Lease(s).     12. **Condemnation.**If, prior to the Closing Date, eminent domain proceedings are commencedagainst all or any substantial part of the Subject Property, Seller shall immediately give noticeto Purchaser of such fact and, at Purchaser’s option (to be exercised within fifteen (15) daysafter Seller’s notice), this Agreement shall terminate with respect to the Subject Property. Inthe event of any such termination, the Earnest Money shall be returned to Purchaser and thereafterneither party will have further obligations under this Agreement (other than the SurvivingIndemnity Obligations, which obligations shall survive any such termination), except that Purchasershall, at the request of Seller, execute any document reasonably requested by Seller to evidencesuch termination including, without limitation, a quit claim deed. If Purchaser fails to elect toterminate this Agreement in the manner provided in this Section 12, then there shall be noreduction in the Purchase Price, and Seller shall assign to Purchaser at the Closing Date all ofSeller’s right, title and interest in and to any award made or to be made in the condemnationproceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, orotherwise act with respect to the condemnation proceedings without Purchaser’s prior writtenconsent, which consent shall not be unreasonably withheld or delayed; provided, however, that ifany action is necessary with respect to such proceeding to avoid any forfeiture or materialprejudice, Seller shall be entitled to take such action as and to the extent necessary withoutobtaining Purchaser’s prior written consent. For purposes of this Section, the words “substantialpart” means that the portion of the Subject Property to be so taken gives rise to the ability ofthe Tenant(s) leasing at least fifty percent (50%) of the rentable square feet in the SubjectProperty (in the aggregate) to terminate such Tenants’ Lease(s) pursuant to the terms andconditions of such Lease(s) and such Tenant(s) actually terminate such Lease(s).     13. **Broker’s Commissions.**Seller represents to Purchaser that insofar as Seller knows, nothird party broker or finder has been engaged or consulted by Seller or is entitled to compensationor commission in connection herewith, other than Secured Capital Corporation (“Seller’s Broker”).Seller shall be responsible to pay commissions due to Seller’s Broker in connection with the salecontemplated by this Agreement. Seller shall defend, indemnify and hold harmless Purchaser fromand against any and all claims of brokers, finders of any like third party claiming any right tocommission or compensation by or through acts of Seller in connection herewith. Purchaserrepresents and warrants to Seller that insofar as Purchaser knows, no third party broker or finderhas been engaged or consulted by Purchaser or isentitled to compensation or commission in connection herewith, other than Grubb and Ellis.
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Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims ofbrokers, finders or any like party claiming any right to commission or compensation by or throughacts of Purchaser in connection herewith. The indemnity obligations hereunder shall include alldamages, losses, risks, liabilities, and expenses (including reasonable attorneys’ fees and costs)arising from and related to matters being indemnified hereunder, and shall survive Closing andexecution and delivery of the Deed; provided, however, the total liability of Seller with respectto the foregoing indemnity obligation shall be subject to the conditions and limitations set forthin Section 6(d) hereof.      14. **Environmental Disclosure**. Certain federal laws and state laws, including withoutlimitation the Comprehensive Environmental Response Compensation & Liability Act of 1980 (CERCLA),42 U.S.C. Section 9601 et seq., require sellers of certain real estate to disclose the existence ofhazardous substances located on or beneath the property being transferred. To satisfy suchobligations under any and all applicable laws, ordinance, rules and regulations, Seller herebydiscloses that the Real Property contains or contained such hazardous materials (if any) asdescribed in the environmental reports listed on Exhibit L attached hereto and made a parthereof (the “Reports”). Seller shall deliver the Reports to Purchaser within three (3) businessdays following the execution of this Agreement, and Purchaser shall acknowledge receipt of theReports. Purchaser acknowledges and agrees that the Reports are provided by Seller forinformational purposes only and that Seller makes no representations or warranties as to theaccuracy or completeness of the Reports. Purchaser will conduct its own investigations and studiesof the Subject Property as it deems necessary or appropriate in order to determine the presence orabsence of hazardous materials on or within the Subject Property. Purchaser hereby (a) agrees thatPurchaser is relying solely on its own investigation, if any, of the Subject Property covering theeffect of any hazardous materials that may be on about or within the Subject Property, whetherdisclosed by such investigations or not (collectively, the “Hazardous Materials Effect”) and (b)assumes the risk of any and all liabilities, claims, demands, suits, judgments, losses, damages,expenses (including, without limitation, attorney’s fees) and other obligations arising out of orincurred in connection with the Hazardous Materials Effect, if any.     15. **Assignment.**Purchaser may not assign its rights under this Agreement without the priorwritten consent of Seller; provided, however, Purchaser may assign its rights under this Agreementto (i) Columbia Equity Trust, Inc. (the “REIT”), (ii) Columbia Equity, L.P. (the “OP”), or (iii)any trust, corporation, partnership or limited liability company controlling, controlled by orunder common control with Purchaser, the REIT or the OP. For purposes hereof, “control” shall meanownership (directly or indirectly) of 51% or more of the voting or comparable ownership interest ofany such trust, corporation, partnership or limited liability company. Any assignment shall besubject to all the provisions, terms, covenants and conditions of this Agreement and the assignorshall, in any event, continue to be and remain liable under this Agreement, as it may be amendedfrom time to time, as a principal and not as a surety, without notice to such assignor. Any suchassignment and assumption shall be evidenced by a written agreement in form and substancereasonably acceptable to Seller.     16. **Non-Recourse to Partners of Partnership**. Seller and Purchaser agree that the neither thegeneral partner nor any limited partner of Seller shall be personally liable for any obligationsunder this Agreement or any document executed in connection herewith.     17. **Catastrophic Environmental Event.**If, after the Contingency Date and prior to the ClosingDate, any Catastrophic Environmental Event (as defined below) occurs with respect to the SubjectProperty, Seller shall give notice to Purchaser of such fact promptly after Seller becomes aware ofsuch occurrence. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written noticeto Seller given within thirty (30) days after Seller’s initial notice to Purchaser), this Agreementshall terminate.
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In the event of any such termination of this Agreement, neither party will haveany further obligations underthis Agreement (other than the Surviving Indemnity Obligations, which obligations shallsurvive any such termination), except that Purchaser shall, at the request of Seller, execute anydocument reasonably requested by Seller to evidence such termination including, without limitation,a quit claim deed. If Purchaser fails to elect to terminate this Agreement in the manner providedin this Section 17, then there shall be no reduction in the Purchase Price, and the partiesshall proceed to Closing upon the terms and conditions of this Agreement. For purposes of thisSection 17, the phrase “Catastrophic Environmental Event” means an adverse environmentalevent on the Subject Property resulting in a violation of applicable environmental laws requiringcleanup. Notwithstanding the foregoing, an adverse environmental event shall not be a CatastrophicEnvironmental Event if a “no further action” letter addressed to Seller or a “no association”letter addressed to Purchaser, or their equivalents, has been received from the relevantgovernmental authorities prior to Closing.     18. **Notices.**Any notice or other communication in connection with this Agreement shall be inwriting and shall be sent by nationally recognized overnight courier guaranteed next business daydelivery, by telecopy or facsimile transmission (provided that such notice sent by facsimile isalso sent via nationally recognized overnight courier for guaranteed next business day delivery),or by personal delivery, properly addressed as follows:       If to Seller: OPUS REAL ESTATE VIRGINIA III, L.L.C.    10350 Bren Road West    Minnetonka, MN 95343    Attn: Andrew C. Deckas    Facsimile No.: (952) 656-4750       With a copy to: Opus L.L.C.    10350 Bren Road West    Minnetonka, MN 55343    Attn: Legal Department    Facsimile No.: (952) 656-4755       And a copy to: Briggs and Morgan, Professional Association    2200 IDS Center    Minneapolis, MN 55402    Attn: David G. Greening    Facsimile No. (612) 977-8650       If to Purchaser: Carr Capital Corporation    1750 H Street, NW, Suite 500    Washington, D.C. 20006    Attn: Oliver T. Carr, III    Facsimile No.: (202) 303-3078       With a copy to: Hunton &Williams LLP    1900 K Street, NW    Washington, D.C. 20006-1109    Attn: John M. Ratino, Esq.    Facsimile No.: (202) 828-3779All notices shall be deemed given one (1) business day following deposit if delivered to anovernight courier guaranteeing next day delivery and on the same day if sent by personal deliveryor by telecopy or facsimile transmission (with proof of transmission).
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Attorneys for each partyshall be authorized to givenotices for each such party. Notwithstanding anything herein to the contrary, in the event anynotice is required hereunder within a period of less than three (3) business days, such noticeshall be given by facsimile transmission, personal delivery or overnight courier, all as providedabove. Any party may change its address for the service of notice by giving written notice of suchchange to the other party, in any manner above specified.     19. **Captions.**The section headings or captions appearing in this Agreement are forconvenience only, are not a part of this Agreement, and are not to be considered in interpretingthis Agreement.     20. **Entire Agreement; Modification.**This Agreement constitutes the entire agreement betweenthe parties with respect to the subject matter herein contained, and all prior negotiations,discussions, writings and agreements between the parties with respect to the subject matter hereincontained are superseded and of no further force and effect. No covenant, term or condition ofthis Agreement shall be deemed to have been waived by either party, unless such waiver is inwriting signed by the party charged with such waiver.     21. **Binding Effect.**This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective successors and permitted assigns.     22. **Controlling Law.**This Agreement shall be governed by and construed in accordance with thelaws of the Commonwealth of Virginia.     23. **Severability.**The unenforceability or invalidity of any provisions hereof shall notrender any other provision herein contained unenforceable or invalid.     24. **“As Is” Sale.**PURCHASER ACKNOWLEDGES THAT EXCEPT AS SET FORTH IN SECTION 5 OF THISAGREEMENT (A) NEITHER SELLER, NOR ANY OWNER, PRINCIPAL, AGENT, ATTORNEY, EMPLOYEE, BROKER, OR OTHERREPRESENTATIVE OF SELLER, HAS MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EITHEREXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT PROPERTY OR ANY MATTER RELATED THERETO, AND (B)PURCHASER IS NOT RELYING ON ANY WARRANTY, REPRESENTATION, OR COVENANT, EXPRESS OR IMPLIED, WITHRESPECT TO THE CONDITION OF THE SUBJECT PROPERTY, AND THAT PURCHASER IS ACQUIRING THE SUBJECTPROPERTY IN ITS “AS-IS” CONDITION WITH ALL FAULTS, AND (C) PURCHASER RELEASES SELLER FROM ANYCLAIMS, DAMAGES OR LIABILITIES RELATING TO THE CONDITION OF THE SUBJECT PROPERTY. IN PARTICULAR,BUT WITHOUT LIMITATION, EXCEPT AS SET FORTH IN SECTION 5 OF THIS AGREEMENT, SELLER MAKES NOREPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE, CONDITION, OCCUPATION OR MANAGEMENT OF THESUBJECT PROPERTY, COMPLIANCE OF THE SUBJECT PROPERTY WITH APPLICABLE STATUTES, LAWS, CODES,ORDINANCES, REGULATIONS OR REQUIREMENTS OR COMPLIANCE OF THE SUBJECT PROPERTY WITH COVENANTS,CONDITIONS, AND RESTRICTIONS, WHETHER OR NOT OF RECORD. PURCHASER’S WAIVERS APPLY TO ALL CLAIMS OFANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ABSOLUTE OR CONTINGENT,AND WHETHER OR NOT DISCOVERABLE BY PURCHASER, THAT PURCHASER NOW HOLDS OR MAY HOLD AT ANY TIME INTHE FUTURE.
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     25. **Indemnification for Lease Claims.**Seller will indemnify, defend and hold harmlessPurchaser from any and all liabilities, claims, damages, costs or expenses (including reasonableattorneys’ fees) arising from claims by Tenants under the Lease as a result of any obligations andduties of thelandlord thereunder arising prior to the Closing Date, except for claims relating to thephysical condition of the Subject Property or any Hazardous Materials Effect. Purchaser and willindemnify, defend and hold harmless Seller from any and all liabilities, claims, damages, costs orexpenses (including reasonable attorneys’ fees) arising from claims by Tenants under the Lease as aresult of any obligations and duties of landlord thereunder arising on or after the Closing Date.The indemnification obligations contained in this Section 25 shall survive Closing.     26. **Time of Essence.**Time is of the essence of this Agreement.     27. **Counterparts.**This Agreement may be executed in any number of counterparts, each of whichshall be deemed an original, but all of which together shall constitute one and the sameinstrument.     28. **Interpretation**. In the event an ambiguity or question of intent or interpretation arises,this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption orburden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any ofthe provisions of this Agreement.     29. **Return of Documents; Confidentiality; Exclusivity.**In the event that this Agreement isterminated or cancelled without Purchaser acquiring the Subject Property pursuant to the termshereof, Purchaser shall, within five (5) business days thereafter, deliver to Seller all duediligence materials delivered by Seller to Purchaser. Prior to the Closing, Purchaser agrees notto disclose any due diligence materials to third parties, except that Purchaser may disclose suchinformation to (i) those employed or engaged by Purchaser in connection with Purchaser’s duediligence investigations, (ii) to Purchaser’s attorneys, potential lenders, title and escrowofficers and others involved in connection with the transactions described in this Agreement, (iii)to Seller’s directors, officers, shareholders, partners, subsidiaries and other affiliates, (iv) tothe extent required by law (including disclosure by the REIT, as determined in Purchaser’s solediscretion, in any registration statement or other filing with the U.S. Securities and ExchangeCommission), subpoena or court order. Purchaser shall indemnify, defend and hold Seller harmlessfrom and against any and all claims, demands, causes of action, losses, damages, liabilities,judgments, costs and expenses (including attorney’s fees) asserted against or incurred by Seller asa result of any violation of, or failure to comply with this Section 29. Seller agreesthat during the continuance of this Agreement, Seller shall not offer the Subject Property (or anyinterest therein) for sale or lease, except for lease of commercial, office or industrial space inthe ordinary course of business, to any other party, or negotiate, solicit or entertain any offersto purchase or lease the Subject Property (or any interest therein) other than lease of commercial,office or industrial space in the ordinary course of business The obligations in this Section29 shall survive Closing or termination of this Agreement.     30. **IRS Reporting Requirements.**Seller and Purchaser acknowledge and agree that Section6045(e) of the Internal Revenue Code of 1986 requires that notice of the sale and purchase of theSubject Property described in this Agreement, be provided to the Internal Revenue Service (the“IRS”) by preparation of and filing with the IRS of one or more IRS Form 1099-B; and further,Seller and Purchaser agree to furnish and provide the Title Company any and all information anddocumentation, including without limitation the Designation Agreements, that the Title Company mayrequire in order for the Title Company to (a) comply with all instructions to the IRS Forms 1099-Bin the preparation thereof, and (b) prepare and timely file with the IRS said IRS Forms 1099-B withrespect to this transaction.     31. **Attorneys’ Fees.**If either party commences an action against the other to enforce thisAgreement or because of the breach by either party of this Agreement, the prevailing party in suchaction shall be entitled to recover reasonable attorney fees, costs, and expenses (including expertfees and costs) incurred in connection with the prosecution or defense of such action, includingany appeal, in addition to all other relief.
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     32. **Schedule and Exhibits.**The following schedule and exhibits are made a part hereof, withthe same force and effect as if specifically set forth herein:         Exhibit A - Legal Description  Exhibit B - Schedule of Lease  Exhibit B-1 - Outstanding Broker Commissions  Exhibit C - Schedule of Permits  Exhibit D - Schedule of Service Contracts  Exhibit E - Schedule of Warranties  Exhibit F - Form of Earnest Money Escrow Agreement  Exhibit G - Intentionally Omitted  Exhibit H - Form of Tenant Estoppel Certificate  Exhibit I - Form of Special Warranty Deed  Exhibit J - Form of Assignment and Assumption of Lease  Exhibit K - Form of Assignment and Assumption of Contracts and Project Documents  Exhibit L - List of Environmental Reports  Exhibit M - Additional Information  Exhibit N - Tenant Notice[Signature Pages Follow]
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     IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the day and yearfirst above written.       **SELLER:**       OPUS REAL ESTATE VIRGINIA III, L.L.C., a Delaware  limited liability company       By: /s/ Andrew C. Dekas  Name: Andrew C. Dekas  Its: Vice President     Opus Real Estate III Limited Partnership, a Delaware limited partnership (“Partnership”)hereby joins this Agreement for the sole purpose of agreeing to perform, and to be jointly andseverally liable for the performance of, Seller’s obligations under the Warranty set forth inSection 6(b) of the foregoing Agreement provided, that in no event shall Partnership’s totalliability under this joinder paragraph exceed Seven Hundred Fifty and No/100 Dollars ($750,000.00).       OPUS REAL ESTATE III LIMITED PARTNERSHIP,   a Delaware limited partnership       By: OPUS REAL ESTATE, L.L.C., a Delaware limited liability company       By: /s/ Andrew C. Dekas  Name: Andrew C. Dekas  Its: Vice President**[Signature Page to Purchase Agreement (Westfields)]**
 

 
     IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the day and yearfirst above written.       **PURCHASER:**       CARR CAPITAL CORPORATION, a