Exhibit10.2**MEMBERSHIP UNITS****PURCHASE AGREEMENT****(Park Plaza II, L.L.C.)**     **THIS MEMBERSHIP UNITS PURCHASE AGREEMENT**(“Agreement”) is made as of August 9, 2005, by andbetween PARK PLAZA PARTNERS, L.L.C., a Delaware limited liability company (“Seller”), and COLUMBIAEQUITY TRUST, INC., a Maryland corporation (“Purchaser”).**RECITALS:**     A. Park Plaza II, L.L.C., a Delaware limited liability company (“Owner”), has an interest incertain real property located in Montgomery County, Maryland, commonly known as “Park Plaza II” andlegally described in the attached Exhibit A (Land”).     B. Seller is the sole member of, and owner of one hundred percent (100%) of the limitedliability company interest (“Membership Units”) in Owner.     C. As of the date hereof, Owner owns the following (collectively, the “Subject Property”):     (1) **Ground Lease**. The Lessee’s interest under that certain Ground Lease (Park PlazaII) dated as of August 10, 2000 by and between The Trustees Under The Will and of the Estateof James Campbell, Deceased, as Landlord (“Ground Lease Landlord”) and Owner, as Tenant, asamended by that certain First Amendment to Ground Lease dated as of May 1, 2001 by andbetween Ground Lease Landlord and Owner, and as described in that certain Memorandum ofLease dated August 10, 2000, recorded February 2, 2001 in Liber 18755 at Folio 214, asamended by that certain First Amendment to Memorandum of Lease dated May 1, 2001, recordedMay 2, 2001 in Liber 19098 at Folio 109, Clerk’s Office Montgomery County, Maryland (the“Ground Lease”).     (2) **Improvements**. (i) certain building structures, improvements and fixtures locatedon the Land (the “Improvements”), and (ii) certain rights, privileges, servitudes, easementsand appurtenances thereunto belonging or appertaining (herein Owner’s interests under theGround Lease and in the Improvements and all rights, privileges, servitudes, easements andappurtenances belonging or pertaining hereto will be referred to collectively as the “RealProperty”).     (3) **Personal Property and Intangibles**. Certain equipment and personal property,including without limitation, any maintenance equipment, tools, signs, supplies, appliances,security systems, decorations, furniture, furnishings, machinery and landscaping, used byOwner located at or installed on the Real Property and used solely in the operation of theReal Property, if any, and the right to use the name of the Subject Property and otherbusiness or trade names associated with the Subject Property (excluding any names containingthe name “Opus”) to the extent the same are assignable (collectively, “Personal Property”).
 

 
     (4) **Leases**. The interest as lessor in and to the leases described on Exhibit Battached hereto and made a part hereof, together with all amendments or modificationsthereto, if any (each a “Lease”, collectively, the “Leases”) and any guaranties or othersecurity applicable thereto and all security deposits, advance rental or like payments, ifany, held by Seller in connection with the Leases.     (5) **Permits**. The interest as owner of the Real Property in and to licenses, permits,authorizations, certificates of occupancy and governmental approvals described onExhibit C attached hereto and made a part hereof, to the extent the same areassignable and pertain to the Real Property (“Permits”).     (6) **Service Contracts**. The interest as owner of the Real Property in and to theexisting service and maintenance contracts together with any amendments or modificationsthereto, if any, described on Exhibit D attached hereto and made a part hereof(“Service Contracts”) to the extent they are assignable. On or before the Contingency Date(as herein defined) Purchaser shall advise Seller, in writing, of any Service Contracts thatPurchaser does not desire to be assigned to and assumed by Purchaser at Closing (as hereindefined), and any such Service Contracts shall be terminated prior to Closing if suchcontracts are terminable at no cost to Seller and, provided that Seller has reasonablysufficient notice to allow for timely termination of such Service Contracts, provided,however that the Common Area Property Management Agreement listed on Exhibit D shallnot be terminated. Failure by Purchaser to notify Seller prior to the Contingency Dateshall constitute an election by Purchaser to have all of the Service Contracts assigned toand assumed by Purchaser.     (7) **Warranties**. The interest in and to all unexpired warranties and guaranties givenor assigned to or benefiting Owner, the Real Property or the Personal Property regarding theacquisition, construction, design, use, operation, management or maintenance of the RealProperty or Personal Property that are described on Exhibit E attached hereto andmade a part hereof (“Warranties”), to the extent the same are in Seller’s possession andassignable without cost to Seller; provided, however, it is understood that the SubjectProperty does not consist of Owner’s interest in any construction contract between Seller,or Owner and any Opus related entity.     (8) **Plans**. A limited license, as hereinafter described, to review and use a copy ofthe final plans and specifications (excluding shop drawings) relating to the construction ofthe Improvements in Seller’s possession (“Plans”); provided, however, neither Purchaser norits successors or assigns may use the Plans for any purpose other than the repair,maintenance or restoration of the Improvements without the prior written consent of Seller,and Purchaser hereby agrees to indemnify, defend and hold harmless Seller and its affiliatesfrom and against any unauthorized use of the Plans, which obligation shall survive Closing.Seller reserves the right to use the Plans for any purpose.     D. Seller has agreed to transfer and assign the Membership Units to Purchaser and Purchaserhas agreed to acquire the Membership Units from Seller (“Transfer”).     E. This Agreement memorializes the agreement between Seller and Purchaser with respect to theTransfer (including the terms and conditions of the Transfer) and describes certain obligations ofSeller and Purchaser that survive the termination of this Agreement or the closing of the Transferand Seller’s delivery of an assignment of the Membership Units to Purchaser.
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     In consideration of this Agreement, Seller and Purchaser agree as follows:     1. **Transfer.**Seller agrees to sell, assign, transfer and convey to Purchaser and Purchaserhereby purchases from Seller all of Seller’s right, title and interest in and to the MembershipUnits, upon and subject to the conditions and limitations herein contained.     2. **Purchase Price.**Purchaser shall pay to Seller, as consideration for the purchase of theMembership Units, the sum (“Purchase Price”) of THIRTY-FIVE MILLION AND NO/100 DOLLARS($35,000,000.00) as the same may be adjusted as provided below. The Purchase Price shall bepayable as follows:     (a) **Balance of Purchase Price.**The balance of the Purchase Price, plus or minusprorations and other adjustments, if any, shall be due in cash at Closing, provided that theEarnest Money (defined below) shall be applied to the cash balance. Purchaser shall paysuch balance to Seller, by wire transfer of immediately available funds to be received bySeller at or before 2:00 p.m. Eastern Daylight Time on the Closing Date.     (b) **Initial Earnest Money Deposit.**Within one (1) business day of the execution ofthis Agreement by both Seller and Purchaser, Purchaser shall deposit the sum of TWO HUNDREDTHOUSAND and No/100 DOLLARS ($200,000.00) (the “Initial Earnest Money”) with the escrowdepartment of Chicago Title Insurance Company (“Title Company”) pursuant to an escrowagreement in substantially the form of Exhibit F attached hereto and made a parthereof (the “Escrow Agreement”).     (c) **Additional Earnest Money Deposit.**If this Agreement has not been terminated as setforth in Section 3 hereof on or before the Contingency Date, Purchaser shall depositthe additional sum of THREE HUNDRED THOUSAND and NO/100 DOLLARS ($300,000.00) (the“Additional Earnest Money”) with the escrow department of the Title Company within one (1)business after the Contingency Date. Upon such deposit, the Title Company shall issue itswritten acknowledgment of receipt as required under the Escrow Agreement. The InitialEarnest Money, Additional Earnest Money and Extension Payment (as defined herein), if any,and all interest earnings thereon are collectively referred to herein as the “EarnestMoney.” The Title Company will immediately deposit the Earnest Money in accordance with theEscrow Agreement. The Earnest Money shall be paid to Seller at Closing as a credit againstthe 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. Eastern Daylight Time, on the date whichis thirty (30) days after the date of this Agreement (“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 copiesof all underlying title documents listed in the Commitment other than any financingdocuments) for an ALTA Extended Coverage Leasehold Policy of Title Insurance (Form B-1970)(the “Title Insurance Policy”) in the amount of the Purchase Price issued by the TitleCompany showing title in Owner and (ii) an updated ALTA as-built survey (“Survey”) for theReal Property. If the Survey discloses survey defects or if the Commitment shows exceptionsunacceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchasershall notify Seller, in writing, within five (5) days after receipt of the Commitment, theunderlying title documents and the Survey, specifying the Unpermitted Encumbrances, and,prior to the Contingency Date,Purchaser shall have received assurances satisfactory to Purchaser, in its reasonablediscretion, that the Unpermitted Encumbrances will be removed or endorsed over on or beforeClosing. Notwithstanding anything herein to the contrary, Seller shall have no obligationto correct, cure or remove any Unpermitted Encumbrances.
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     (b) **Due Diligence Materials; Access.**Seller shall, within three (3) business daysfollowing execution of this Agreement, deliver to Purchaser true and correct copies of allLeases, Permits, Service Contracts, Warranties, Plans and without duplication of any of theprevious items and to the extent they are in possession of the Seller, Owner or the managerof the Subject Property, the items listed on the attached Exhibit K (collectively,the “Property Information”). Seller and Purchaser have or shall concurrently herewith,enter into a Confidentiality and Access Agreement relating to Purchaser’s and Seller’srights and obligations relating to Purchaser’s review of Confidential Information (asdefined therein) and access to the Subject Property.     (c) If Purchaser is not satisfied, in its sole and absolute discretion, with thecondition of the Subject Property or if Purchaser deems, in Purchaser’s sole and absolutediscretion, the Subject Property unsuitable for Purchaser’s purposes or for any other reasonwhatsoever Purchaser elects not to proceed with the transaction contemplated by thisAgreement, then Purchaser may terminate this Contract by giving written notice to Seller onor before the Contingency Date, in which case the Earnest Money will be returned toPurchaser and the parties will have no further obligations under this Agreement (except forthe return of the Earnest Money and any obligations that specifically survive termination ofthis Agreement). If Purchaser fails to give any notice on or prior to the Contingency Date,then the Earnest Money shall become nonrefundable as of the Contingency Date and the Closingshall occur ten (10) days following the Contingency Date or such other date mutuallyagreeable to Purchaser and Seller (the “Closing Date”). Notwithstanding the foregoing,Purchaser shall have the right to extend the initial Scheduled Closing Date thirty (30) daysby providing written notice to Seller on or prior to the initial Scheduled Closing Date anddepositing an additional sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the“Extension Payment”) with the escrow department of the Title Company as of the initialScheduled Closing Date and if, and as, extended, such thirtieth (30th) day shallbecome the Closing Date. If Purchaser gives notice as provided above, then this Agreementshall terminate, provided if Seller so requests, Purchaser shall execute any documentreasonably required by Seller to evidence such termination. Upon such termination, neitherparty will have any further rights or obligations (other than the obligations of Purchaserset forth in RecitalC(8) and Sections 13,29and30 and the indemnity and other obligations of Seller set forth in Sections13 and 30 which obligations shall survive any termination; such indemnityobligations shall be referred to herein as the “Surviving Indemnity Obligations”) regardingthis Agreement 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 cause Owner to conduct its businessinvolving the Subject Property as follows, and during such period will (except as specificallyprovided to the contrary herein):     (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 governmentalor quasi-governmental authority or by a provider of utility services, and refrain fromremoving any Personal Property, fixture or equipment; provided, however, nothing hereinshall preclude Seller or the Property Manager from replacing any such items in the ordinarycourse of operating the Subject Property. Seller shall, upon Seller’s receipt, deliver toPurchaser a copy of any easement so required by any governmental or quasi-governmentalauthority or provider of utilityservices affecting the Subject Property which does not require the consent ofPurchaser, and any such easement shall constitute a Permitted Encumbrance.
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     (b) Refrain from entering into or amending the Service Contracts, Warranties or Permits(other than Leases which are governed by 4(d) below) regarding the Subject Property (otherthan contracts in the ordinary course of business which are cancelable by Owner withoutpenalty within thirty (30) days after giving notice thereof) without the prior writtenconsent of Purchaser, which consent shall not be unreasonably withheld, delayed orconditioned, and which shall be deemed given if Purchaser does not object to Seller’srequest for approval within five (5) business days.     (c) Operate, maintain, repair and insure the Subject Property in a commerciallyreasonable manner consistent with the existing operation, maintenance, repair and insuranceof the Subject Property and deliver the Subject Property as of the Closing substantially inthe condition it is in of the date hereof, ordinary wear and tear, and damage by fire orother casualty excepted.     (d) Except as expressly provided herein, from and after the date hereof (provided thatthis Agreement has not been terminated), Seller shall refrain from amending the existingLeases without Purchaser’s written approval, as provided below, provided that Purchasershall have no ability to interfere with the administration by Seller of the existing Leasesas required by the terms of such Leases. In addition, from and after the date hereof(provided that this Agreement has not been terminated), except as expressly provided herein,Seller shall not permit Owner to enter into any new leases with respect to the Real Property(each a “Proposed New Lease”), without Purchaser’s written approval, as provided in thisSection 4(d). Seller shall furnish Purchaser with a true and correct copy of any ProposedNew Lease into which Owner desires to enter and such financial information with respect tothe proposed tenant as Seller has in its possession. Purchaser shall have three (3)business days from receipt of such amendment or Proposed New Lease to approve or disapprovethe same, which approval shall not be unreasonably withheld, conditioned or delayed. In theevent that Purchaser does not approve any such amendment or Proposed New Lease, Purchasershall notify Seller, in writing, of such disapproval prior to expiration of the aforesaidthree (3)-business day period, stating in such written notification under what conditions,if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve suchamendment or Proposed New Lease if such conditions are satisfied. All costs of tenantimprovements and leasing commissions with respect to any lease of the Real Property executedbetween the date of the Agreement and the Closing Date shall be paid by Seller.     (e) Promptly provide Purchaser with copies of all written notices delivered or receivedunder the Leases.     (f) Promptly provide Purchaser a copy of any notice of litigation received by Sellerthat may materially 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 Peg Bowden and Russ Golobich, withoutindependent investigation or inquiry. Subject to the foregoing, Seller represents to Purchaser asfollows:
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     (a) **Authority.**Seller is a limited liability company duly organized and validlyexisting and in good standing under the laws of the State of Delaware; Seller has therequisite power and authority to enter into and perform this Agreement, the ClosingDocuments (as herein defined) to which it is a party; such documents have been dulyauthorized by all necessary action on the part of Seller and have been or will be dulyexecuted and delivered; such execution, delivery and performance by Seller of such documentswill not conflict with or result in a violation of Seller’s or Owner’s organizationaldocuments, or any judgment, order, or decree of any court or arbiter to which Seller orOwner is a party; and such documents are valid and binding obligations of Seller, and areenforceable against Seller in accordance with their terms, subject to applicable bankruptcy,insolvency, reorganization, moratorium, creditor’s rights and other similar laws. Eachindividual executing this Agreement on behalf of Seller is duly authorized to do so.     (b) **FIRPTA.**Neither Seller nor Owner is a “foreign person,” “foreign partnership,”“foreign trust” or “foreign estate” as those terms are defined in Section 1445 of theInternal 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 ofSeller, threatened against Seller or Owner which would have a material and adverse affect onthe ability of Seller to perform its obligations under this Agreement, or related to theSubject Property or the Leases other than as disclosed to Purchaser in writing.     (d) **Leases and Ground Lease**. (i) Exhibit B is a true and complete listof the Leases and all other occupancy agreements relating to theSubject Property. Except as set forth in the Leases, there are norights of first refusal, options to terminate without cause of Owner,options to renew, options to purchase, or any rent abatements given totenant under the Leases (the “Tenant”) after the Tenant is in occupancyand paying rent.  (ii) To the Seller’s knowledge, each Lease is infull force and effect according to the terms set forth therein, andthere is no modification, amendment or alteration in writing orotherwise, except as set forth in Exhibit B.  (iii) To Seller’s knowledge there are not, andneither Seller nor Owner has received written notice from any Tenant ofany unperformed obligation of the Owner, as landlord under any of theLeases, including, without limitation, failure of the landlord toconstruct any required tenant improvements. To Seller’s knowledgeneither Seller nor Owner has been advised in writing of any claims ordisputes giving rise to any setoff by Tenant. To Seller’s knowledge,with respect to the Leases, all tenant improvement allowances have beenpaid and all tenant improvements have been completed.  (iv) To Seller’s knowledge, neither Owner nor Tenantis in default under the Leases (beyond any applicable grace or cureperiod), and there are no rent delinquencies of more than thirty (30)days.
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 (v) There are no brokers’ commissions, finders’fees, or other charges payable or to become payable to any third partyon behalf of Seller or Owner as a result of or in connection with theLeases, including, without limitation, any unexecuted options to expandor renew, except as set forth on Exhibit B-1 attached heretoand made a part hereof.  (vi) To Seller’s knowledge, the Ground Lease is infull force and effect according to the terms set forth therein, thereis no modification, amendment or alteration in writing or otherwise,except as set forth in Exhibit B, and neither Seller nor thelandlord is in default under the Ground Lease (beyond any applicablegrace or cure period).     (e) **Blocked Persons**. Seller has not received written notice that either Seller orOwner 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.     (f) **Bankruptcy**. Neither Seller nor Owner is the subject of, and neither has receivedany written notice of or threat that either of them has or will become the subject of, anyreorganization, liquidation, dissolution, receivership or other action or proceeding underthe United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq., or any other federal, state orlocal laws affecting the rights of debtors and/or creditors generally, whether voluntary orinvoluntary and including, without limitation, proceedings to set aside or avoid anytransfer of any interest in property or obligations, whether denominated as a fraudulentconveyance, preferential transfer or otherwise, or to recover the value thereof or tocharge, encumber of impose a lien thereon.     (g) **Service Contracts**. Exhibit D attached hereto is a complete list of allcurrent Service Contracts which list includes the names of the contracting parties, thedates of the Service 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 ofany pending or contemplated condemnation proceedings affecting all or any part of theSubject Property.     (i) **Accuracy of Documents**. All documents and records to be delivered comprising theProperty Information are true, correct and complete copies of the documents and recordspurported to be delivered thereunder.
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     (j) **Title to Membership Units**. Seller is the record and beneficial owner of all of theMembership Units. The Membership Units constitute 100% of all of the outstanding MembershipUnits of Owner free and clear of all right, claim and interest of others.     (k) **Status of Owner**. That certain Certificate of Formation of Owner filed January 24,2001, with the Office of the Secretary of State of Delaware, and that certain LimitedLiability Company Agreement of Owner dated as of April 12, 2000, delivered to Purchaser, aretrue and correct and have not been modified or amended, except as set forth in the OwnerDisclosure Schedule attached as Exhibit H (“Owner Disclosure Schedule”). Except forsaid Certificate of Formation of Owner and said Limited Liability Company Agreement ofOwner, there are no other agreements of any type or kind with respect to voting or controlof Owner or with respect to issuance of additional membership interests in Owner.     (l) **Subsidiaries**. Owner has no subsidiaries, and Owner has no investments or otherinterests in (including advances to) any other business, person or venture.     (m) **Financial Statements**. Seller has furnished Purchaser with copies of the balancesheet of Owner as of June 30, 2005, and the related statement of earnings for the periodending on such date (hereinafter collectively referred to as the “Financial Statements”).The Financial Statements (a) are in accordance with the books and records of Owner, (b)present fairly (i) the assets, liabilities and financial condition of Owner as of such date,and (ii) the results of operations for the period covered thereby, and (c) have beenprepared on a tax basis consistent with that of preceding years. Since the date of theFinancial Statements, there has not been any material adverse change in the financialcondition, business, properties or results of operations of Owner.     (n) **Actions by Owner Since the Date of the Financial Statements**. Except as set forthin the Owner Disclosure Schedule, since the date of the Financial Statements, Owner has not: (i) incurred or agreed to incur any obligations orliabilities, except obligations or liabilities in the ordinary courseof business, or under contracts, leases, documents and transactionslisted in the attached Exhibits and Schedules, or in the TitleCommitment or incurred or agreed to incur any debt;  (ii) satisfied or discharged any lien, or paid anyobligation or liabilities other than (A) liabilities included in theFinancial Statements, (B) liabilities incurred in the ordinary courseof business, and (C) obligations and liabilities under contracts,leases, transactions or documents listed in the attached Exhibits andSchedules or in the Title Commitment;  (iii) mortgaged, pledged or subjected to lien orother encumbrance any of its property;  (iv) sold or transferred any of its assets orcanceled any debts owing to it or claims owed by it;  (v) waived any rights of material value;
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 (vi) experienced any material change in thefinancial condition, or in the operations or business of Owner, otherthan changes in the ordinary course of business; or  (vii) suffered any damage or destruction, whether ornot covered by insurance, materially and adversely affecting theproperties or business of Owner.     (o) **Liabilities**. Except as set forth on the Owner Disclosure Schedule, Owner has nodebts, liabilities, or obligations of, or claims of any kind or character, whether accrued,absolute or contingent (“Liabilities”) other than (i) Liabilities reflected on the FinancialStatements and (ii) Liabilities expressly contemplated by Section 5(n).     (p) **Compliance with Legal Requirements**. To the knowledge of Seller, except as setforth on the Owner Disclosure Schedule, Owner is in material compliance with all applicablelaws, ordinances, rules, regulations, orders and requirements of all governmentalauthorities relating to, or regulating, the activities of Owner.     (q) **Title to Property**. To Seller’s Knowledge, Owner has good and marketable title toall of the Subject Property free and clear of any security interests, claims, liens(including tax liens for taxes that are past due and delinquent), or encumbranceswhatsoever, except as set forth as exceptions in the Commitment. As of the date hereof,there are no unpaid bills incurred by the Seller or the Owner for work performed upon ormaterials delivered to the Real Property by or on behalf of the Seller or the Owner for theconstruction or improvement of the Real Property, except for those incurred and to be paidby Seller or Owner in the ordinary course of business. Owner does not own or have anyinterest in any real estate, except the Real Property.     (r) **Certain Property Obligations**. As of the date hereof: (a) all payments, levies,dues, charges, assessments and other amounts (except for real estate taxes, specialassessments and front foot benefit or private utility charges not yet due and payable) whichare payable on or before the date hereof under the documents and instruments referred to inthe Commitment, and any other unrecorded documents, agreements, and instruments affectingthe Subject Property (“Title Documents”) which, to Seller’s knowledge, exist, are paid infull (except for financings of record and insurance premiums), and (b) to Seller’sKnowledge, there are no existing defaults or violations affecting the Subject Property orthe obligations of the Owner under the Title Documents.     (s) **All Contracts**. Seller has furnished to Purchaser copies of all contracts andagreements to which Owner is a party relating to the Subject Property that are currently ineffect (except for financing documents and insurance policies); and all such contracts andagreements, except the Leases and the Service Contracts, are identified in the Commitment.     (t) **Litigation**. The Owner Disclosure Schedule describes each action, suit, litigation,judicial proceeding or governmental investigation (collectively, the “Actions”) to whichOwner has been a party at any time. There are no Actions pending, or to Seller’s Knowledge,threatened, against or relating to the business of Owner or involving any of its propertywhich, if adversely determined, could reasonably (in Seller’s opinion) be expected to have amaterial adverse effect on Owner. Except as described in the Owner Disclosure Schedule,Owner does not currently have pending, and is not considering, any litigation or the pursuitof any rights or remedies that may be available against any third parties relating to thebusiness of the Owner or involving any of its property.
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     (u) **Tax Matters**. Except as set forth on the Owner Disclosure Schedule: (i) Owner has always been treated as an entity thatis disregarded for federal income tax purposes.  (ii) Owner and Seller have filed all Tax Returnsrequired to be filed by either of them involving Owner prior to thedate hereof. To Owner’s and Seller’s respective knowledge, all suchfiled Tax Returns were correct and complete in all material respectsand all Taxes owed by or on behalf of Owner (whether or not shown onany Tax Return) have been paid. To Owners’ and Seller’s respectiveknowledge, Owner has complied in all material respects with allapplicable laws, rules and regulations relating to the payment andwithholding of Taxes and Owner or Seller, as appropriate, has withheldand paid over to the proper governmental entities, within the timeperiod prescribed by law, all material amounts required to be sowithheld and paid over under applicable laws and regulations. Seller(Owner’s sole member) is not the beneficiary of any extension of timewithin which to file a Tax Return involving Owner. Since the date ofsuch Financial Statements, Owner has not incurred any materialliability for Taxes other than in the ordinary course of business. Noevent has occurred, and no condition or circumstance exists, whichpresents a material risk that any material Tax described in thepreceding sentences will be imposed upon Owner;  (iii) Owner is not the subject of any audit,examination, or other proceeding in respect of Taxes, and to theknowledge of Seller, no audit, examination or other proceeding inrespect of Taxes involving Owner is being considered by any Taxauthority. No deficiencies for any Taxes have been proposed, assertedor assessed against Owner. Neither Owner nor Seller has given anycurrently effective waiver of any statute of limitations in respect ofTaxes involving Owner or agreed to any currently effective extension oftime with respect to a Tax assessment or deficiency involving Owner.There are no liens (other than for Taxes not yet due and payable) onany of the assets of Owner that arose in connection with any failure(or alleged failure) to pay any Tax;  (iv) To the knowledge of Seller, there are no factsor circumstances that could give rise to a reasonable expectation thatany governmental authority will assess any additional Taxes for anyperiod for which Owner or Seller has filed or should have filed TaxReturns involving Owner. There is no dispute or claim concerning anyTax liability involving Owner either (A) claimed or raised by anygovernmental authority in writing or (B) to the knowledge of Seller,based upon personal contact with any agent of such authority, whichremains unsettled as of the date hereof;  (v) Owner is not liable for any Taxes attributableto any other Person, whether by reason of being a member of anaffiliated group, being a party to a tax sharing agreement, as atransferee or successor, or otherwise;
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 (vi) No powers of attorney or other authorizationsare in effect that grant to any Person the authority to represent Owneror Seller in connection with any Tax matter or proceeding involvingOwner;  (vii) Owner has delivered to Purchaser correct andcomplete copies of any Tax Returns and reports Owner filed for allperiods not barred by the applicable statute of limitations. Withrespect to periods not barred by the applicable statute of limitations,the Owner Disclosure Schedule (i) describes all material Taxelections, consents and agreements made by or affecting Owner or anyPerson to whose liabilities Owner has succeeded that will be in effectafter the Closing Date, (ii) lists all material types of Taxes paid andTax Returns filed by or on behalf of Owner or any such Person, (iii)expressly indicates each Tax with respect to which Owner or any suchPerson is or has been included in a consolidated, unitary or combinedTax Return, and (iv) describes the status of all examinations,administrative or judicial proceedings, and litigation with respect toany Taxes of Owner or for which it may be liable;  (viii) Owner has delivered to Purchaser any depreciation, amortization, ortax basis information necessary for the preparation of Purchaser’s taxreturns.     (v) **Prior Activities of Owner**. Owner has not, directly or indirectly, engaged in anybusiness or activity other than owning the Property and those businesses and activitiesincidental thereto.     (w) **Binding Effect: Approvals and Consents**. Seller’s execution and delivery of thisAgreement and performance of the transactions contemplated hereby will not result in abreach or violation by Owner or Seller of, or constitute a default by Owner or Seller under,any agreement or instrument to which Owner or Seller is a party or by which any of itsproperties are bound, or the Certificate of Formation of Owner, or any statute, judgment,order, injunction, decree, regulation or ruling of any court or other governmentalauthority.     (x) **Insurance**. Owner currently maintains insurance of the types, in the amounts andinsuring against the risks as set forth in the Owner Disclosure Schedule. Seller andPurchaser acknowledge and agree that all policies of insurance currently held by Owner willbe cancelled or Owner will be removed as an insured or beneficiary thereunder at Closing asprovided in Section 9(k) hereof.     (y) **Employee Benefit Plans and Pension Matters**. Owner has no pension, profit sharing,retirement, life insurance, medical, disability, dental or health plans, death benefitplans, deferred compensation plans, stock option, bonus or other incentive plans, vacationbenefit plans, severance plans, or other employee benefit plans of any type whatsoever,including, without limitation, any pension plan or welfare plan as defined in Section 3(2)and Section 3(1), respectively, of the Employee Retirement Income Security Act of 1974.     (z) **Employees**. Owner has no employees.
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For purposes of this Section 5, the following capitalized terms shall have thefollowing meanings:     “Tax” or “Taxes” shall mean any federal, state, local orforeign income, gross receipts, license, payroll, employment, excise, severance,stamp, occupation, premium, windfall profits, environmental (including taxes underCode Section 59A), customs duties, capital stock, franchise, profits, withholding,social security (or similar), unemployment, disability, real property, real estatetaxes, personal property, sales, use, transfer, registration, value added,alternative or add-on minimum, estimated or other tax of any kind whatsoeverinvolving Owner, including any interest, penalty or addition thereto, whetherdisputed or not.     “Tax Return” means any return, declaration, report, claim for refund,or information return or statement relating to Taxes, including any schedule orattachment thereto, and including any amendment thereof.6. **Representations by Purchaser and Other Matters**.     (a) **Representations by Purchaser.**Purchaser represents to Seller as follows: (i) that Purchaser is a corporation duly organizedand validly existing and in good standing under the laws of theDistrict of Columbia, that Purchaser has the requisite power andauthority to enter into this Agreement, and the Closing Documents (asherein defined) that it is party to; such documents have been dulyauthorized by all necessary action on the part of Purchaser and havebeen or will be duly executed and delivered; that the execution,delivery and performance by Purchaser of such documents will notconflict with or result in violation of Purchaser’s organizationaldocuments or any judgment, order or decree of any court or arbiter towhich Purchaser is a party; such documents are valid and bindingobligations of Purchaser, and are enforceable against Purchaser inaccordance with their terms, subject to applicable bankruptcy,insolvency, reorganization, moratorium, creditor’s rights and othersimilar laws.  (ii) Purchaser has not received written notice thatPurchaser is: (A) listed on the Specially Designated Nationals andBlocked Persons List maintained by OFAC pursuant to the Orderand/or on any Lists;  (B) a person who has been determined by competent authorityto be subject to the prohibitions contained in the Order;  (C) owned or controlled by, and does not act for or onbehalf of, any person or entity on the Lists or any other personor entity who has been determined by competent authority to besubject to the prohibitions contained in the Order. (iii) Purchaser shall not transfer or permit thetransfer of any interest in Purchaser to any person or entity who islisted on the Lists.
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 (iv) Purchaser is able to bear the economic risk ofthe investment in the Membership Units;  (v) Purchaser has knowledge and experience infinancial and business matters, that it is capable of evaluating themerits and risks of the prospective investment in the Membership Unitsand that it is able to bear such risks.  (vi) Purchaser understands an investment in theMembership Units is highly speculative but believes that the investmentis suitable for Purchaser based upon its investment objectives andfinancial needs, and has adequate means for providing for its currentfinancial needs and personal contingencies and has no need forliquidity of investment with respect to the Membership Units;  (vii) Purchaser is acquiring the Membership Unitsfor its own account only and not with a view to, or with any intentionof, a distribution or resale thereof, in whole or in part, in violationof the Securities Act of 1933, as amended (the “Act”), or any rule orregulation thereunder.  (viii) Purchaser acknowledges and understands that the Membership Units havenot been registered under the Act or under any state securities lawsand will be subject to transfer restrictions under the Act andapplicable state securities law. The Membership Units constitute“restricted securities,” as such term is defined in Rule 144 of theAct, and accordingly, the Membership Units must be held indefinitely,until subsequently registered under the Act, an exception fromregistration is available or the Membership Units are resold inconformance with Rule 144. Purchaser agrees that one or morerestrictive legends may be placed on the certificate(s), if any,representing the Membership Units that reflect such resale limitations.  (ix) Purchaser is an “accredited investor” asdefined in Rule 501(a) of Regulation D promulgated under the Act.     (b) **Other Matters.**The representations of Seller and Purchaser contained in thisAgreement shall survive Closing; provided, however, (i) any cause of action of Purchaseragainst Seller by reason of a breach or default of any of the representations in Section5 set forth herein or in any certificates executed by Seller pursuant to Section8(a) below or in any Closing Documents or Purchaser’s and Seller’s Closing Documentsthat Seller is a party to shall automatically expire as of the date which is twelve (12)months after the Closing (the “Warranty Expiration Date”), except that the same shall notexpire as to any such breach or default as to which Purchaser has given written notice toSeller of a claim for any such breach or default prior to the Warranty Expiration Date, (ii)Seller’s total liability for any breach or breaches of its representations inSections5(a)-(i), (q)-(t), (v)and(w) setforth herein shall in no event exceed $1,100,000.00 in the aggregate, which liability limitshall survive Closing, and (iii) Seller shall not have any liability whatsoever to Purchaserwith respect to any breach or breaches by Seller of any of its representations inSection 5 set forth herein, if, prior to Closing, Purchaser obtains knowledge byvirtue of a written document or report received on or prior to the Closing Date of a fact orcircumstance, the existence of which would constitute a breach of Seller’s representationsin Section 5 set forth herein.
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Among other things, for purposes hereof, Purchasershall be deemedto have knowledge of any fact or circumstance set forth in any environmentalassessments, engineering reports, Estoppel Certificate (as defined in Section7(b)(v) hereof) or other written materials reviewed or received by Purchaser on or priorto the Closing Date. Seller’s representations in Section 5 set forth herein shallbe deemed automatically modified to the extent that any information contained in anyenvironmental assessments or engineering reports or other written materials reviewed orreceived by Purchaser prior to the Closing Date is inconsistent with the matters which arethe subject of such representations in Section 5. Notwithstanding the foregoing,Seller shall not have any liability with respect to any breach to the extent the losssustained by Purchaser as a result thereof 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 totalamount of such loss subject to the maximum liability 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 byoperation of Section 8(b), at the office of the Title Company or at such other timeand place as the parties may mutually agree.     (b) **Purchaser’s Closing Conditions Precedent.**Purchaser’s obligation to consummate thetransaction contemplated by this Agreement shall be subject to satisfaction or waiver ofeach of the following conditions (“Purchaser’s Closing Conditions Precedent”); provided,however that Purchaser shall have the unilateral right to waive any Purchaser’s ClosingConditions Precedent, in whole 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 Membership Units 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 an estoppelcertificate at least five (5) days prior to the Closing Date,substantially in the form attached to the Leases or, if no such form isattached, in the form of Exhibit I attached hereto and made apart hereof, with such additional information or modificationsreasonably approved by Purchaser, from (i) Tenants under Leases (the“Estoppel Certificates”), provided Seller may substitute a certificateor certificates of Seller as provided below and (ii) an estoppelcertificate in the form of Exhibit I-1 attached hereto and madea part hereof, with such additional information or modificationsreasonablyapproved by Purchaser, from Ground Lease Landlord (the “Ground LeaseEstoppel”).
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   Seller and Purchaser agree that Seller shall not be indefault under this Agreement if Seller is unable to obtain anEstoppel Certificate from one or more of the Tenants or the GroundLease landlord and that no costs, expenses or other damages shall bedue to Purchaser in such event provided, however, that if Seller isunable to deliver Exhibit B to the Ground Lease Estoppel insubstantially the form attached to Exhibit I-1 and the condition isnot waived by Purchaser and Seller, Seller shall reimburse Purchaserfor Purchaser’s reasonable out of pocket costs up to a maximum amountof $50,000.00. Seller shall, and shall cause Owner to, usereasonable efforts to obtain such Estoppel Certificates from eachTenant and the Ground Lease landlord; provided, however, neitherSeller nor Owner shall be required to expend significant monies ormake significant concessions or institute litigation in order toobtain such Estoppel Certificates. If Seller has received EstoppelCertificates from Tenants under Leases constituting at least ninetypercent (90%) of the rentable square feet of the Subject Property,Seller shall deliver a certificate or certificates of Seller relatedto the remaining ten percent (10%) of Leases containing informationwhich was intended to be included in each such EstoppelCertificate(s) (modified to reflect Seller’s knowledge as to suchmatters which would be known to a certainty only by the Tenant),which Seller’s certificate(s) shall be accepted by Purchaser in lieuof such Tenant Estoppel Certificate(s). Seller may substitute for acertificate delivered by Seller a Tenant Estoppel Certificate laterreceived from a Tenant for which such Seller’s certificate was given,and Seller shall be relieved from all liability on the Seller’sCertificate for which the Tenant’s Estoppel Certificate wassubstituted.     (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 thefollowing conditions (“Seller’s Closing Conditions Precedent”), but Seller shall have theunilateral right to waive, in whole or in part, any Seller’s Closing Conditions Precedent bywritten notice to Purchaser: (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.  (iii) Seller shall have received at least five (5)days prior to the Closing Date, an estoppel certificate in the form ofExhibit I-1 attached hereto and made a part hereof, with suchadditional information or modifications reasonably approved by Seller,from Ground Lease Landlord.  (iv) Opus East shall have been released from theterms of that certain Guaranty of Lease dated as of August 10, 2000 byOpus East in favor of the Ground Lease Landlord as amended by thatcertain First Amendment to Guaranty dated as of May 1, 2001 by OpusEast in favor of theGround Lease Landlord and Opus East shall have no further obligationthereunder.
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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. Upon such termination, neither party will haveany further rights or obligations (other than the Surviving Indemnity Obligations which shallsurvive any such termination) regarding this Agreement or the Subject Property.8. **Closing Deliveries**.     (a) **Seller’s Closing Documents**. On the Closing Date Seller shall execute and/ordeliver to Purchaser or cause to be executed and/or delivered the following (collectively,“Seller’s Closing Documents”): (i) **Termination of Management Agreement.**Evidencethat any management agreement for the Subject Property has beenterminated.  (ii) **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.  (iii) **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.  (iv) **Miscellaneous.**Other documents reasonablyrequired to consummate the transaction this Agreement contemplates.     (b) **Title Insurance Policy.**At Closing, Seller shall cause the Title Company, todeliver to Purchaser the Title Insurance Policy, marked-up title commitments or proformaowner’s policies in accordance with the Commitment. If the Title Insurance Policy which theTitle Company is prepared to issue shows any Unpermitted Encumbrances, Seller covenants andagrees, within thirty (30) days after the scheduled Closing Date (such 30-day period beingsometimes hereinafter referred to as the “Cure Period”), to use reasonable efforts to removesuch Unpermitted Encumbrances or to cause the Title Company to issue its endorsement overany such Unpermitted Encumbrances, which endorsement shall be in form and substanceacceptable to Purchaser in its sole discretion and the Closing shall be delayed inaccordance with this Section 8(b) while Seller undertakes such efforts. If, afterusing 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 anysuch Unpermitted Encumbrances on or before the expiration of the Cure Period, Purchasershall, within five (5) business days following expiration of the Cure Period, elect toeither (i) terminate this Agreement (other than Surviving IndemnityObligations,
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which obligations shall survive any such termination) and the EarnestMoney shall be returned to Purchaser, provided if Seller so requests, Purchaser shallexecute any document reasonably requested by Seller to evidence such termination, andneither party will have any further obligations (other than the Surviving IndemnityObligations, which obligations shall survive any such termination) or (ii) accept thetransfer of the Membership Units (without any reduction in the Purchase Price), providedthat Seller shall remove any mortgage or similar financing lien against Owner. Failure ofPurchaser to notify Seller within the time limits prescribed herein shall constitute anelection under clause (ii) above.     (c) **Purchaser’s Closing Documents.**On the Closing Date, Purchaser will execute and/ordeliver or cause to be executed and/or delivered to Seller the following (collectively,“Purchaser’s Closing Documents”): (i) **Purchase Price.**The Purchase Price, plus orminus prorations or other adjustments, if any, by wire transfer ofimmediately available funds, to be received in Title Company’s trustaccount on or before 12:00 p.m.  — Eastern Daylight Time on the ClosingDate.  (ii) **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.  (iii) **Miscellaneous.**Other documents reasonablyrequired to consummate the transaction this Agreement contemplates.     (d) **Purchaser’s and Seller’s Closing Documents.**On the Closing Date, Seller andPurchaser shall jointly execute and deliver or cause to be executed and delivered thefollowing (together with the Purchaser’s Closing Documents and the Seller’s ClosingDocuments, 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 MembershipInterests.**An Assignment and Assumption of Membership Interestspursuant to which Seller assigns to Purchaser and Purchaser assumes allof the Membership Units of Owner.  (iii) **Notices to Tenants.**Written notices to theTenants directing them to make future lease payments and to send allnotices or other communications to Purchaser at the place designated byPurchaser in the form of Exhibit L attached hereto.  (iv) **Tax Declarations and Affidavits.**Transfer taxdeclarations or affidavits to the extent required by law with respectto the Subject Property.  (v) **Notice of Taxing Authority**. Notice to taxingauthority advising of change of address for the Statements.
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 (vi) **Resignation and Appointment of New Directorsand Officers**. A resignation of Owner’s current directors and officersand appointment of new directors and officers of Owner by Purchaser.  (vii) **Miscellaneous.**Such other documents,instruments and affidavits as shall be reasonably necessary toconsummate the transaction contemplated hereby.     (e) **Post-Closing Deliveries.**Within a reasonable time following the Closing, Sellershall deliver, or cause to be delivered, the following items to Purchaser: (i) **Original Documents.**Original copies of theLeases, the Permits, the Warranties, the Service Contracts to theextent not 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 assessmentsimposed by governmental authority (and any assessments imposed by private covenant) due andpayable in the year of Closing shall be prorated as of the Closing Date based upon the mostrecent tax bills or assessment. Seller shall receive a credit for any taxes and assessmentspaid by Seller and applicable to any period after the Closing. Special assessments shall beprorated according to the due dates of installments, with Seller being responsible forinstallments that become due and payable before the Closing Date, and Purchaser beingresponsible for installments that become due and payable on or after the Closing Date. If,for the fiscal tax year in which the Closing is held, or any prior year, there are any taxprotests filed, or abatement application proceedings pending at any time prior to theClosing with reference to the Property, Seller shall have the rightto 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 periodafter the Closing.
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Otherwise, Seller shall not settle the same without Purchaser’s priorwritten consent. All amounts recovered as a result thereof, whether by settlement orotherwise, shall, net of attorneys’ fees and other expenses, be apportioned as of theClosing for the fiscal tax year in which the Closing is held, and paid, when received, tothe parties entitled thereto; provided, however, that to the extent any such amounts arepayable to Tenant pursuant to the terms of the Leases, such amounts shall be promptly paidover to such Tenant. The parties agree to execute any papers or take such steps, eitherbefore or after any Closing, as may be necessary to carry out the intention of theforegoing.     (b) **Title Insurance.**Purchaser shall pay all title examination fees of Title Company,the premium for the cost of the Title Insurance Policy with endorsements and all costs ofany lender’s title 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 andcustomary closing fee charged by the Title Company.     (e) **Transfer Tax**. Any transfer taxes including, without limitation, state and countytransfer or recordation taxes, if any, shall be split equally between Seller and Purchaser.Purchaser shall pay for any mortgage registration or recording taxes in connection with anyloan documentation or mortgages recorded by Purchaser and/or Purchaser’s lender, if any.     (f) **Collected Rents**. All collected net rent (excluding Operating ExpensePass-Throughs) and other collected income under the Leases shall be prorated as of theClosing. Seller shall be charged with any rent and other income collected by Seller beforeClosing but applicable to any period of time after Closing. Uncollected rent and otherincome shall not be prorated. Purchaser shall apply rent and other income from Tenant thatare collected by Purchaser after the Closing unless the Tenant properly identifies thepayment as being for a specific item, in the following order: (i) first, to Purchaser’sreasonable costs of collection incurred with respect to such Tenant, (ii) second, toPurchaser in payment of the current rent due under such Lease, (iii) third, to Purchaser inpayment of delinquent rent due under such Leases for the period from and after the Closing,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 bySeller to Purchaser. Purchaser will make commercially reasonable efforts, without suit, tocollect any rents relating to the period before Closing. Seller shall have the right to suedelinquent Tenants for delinquent rent so long as Seller does not cause a termination of anyLeases.     (g) **Operating Expense Pass-Throughs**. Seller, as landlord under the Leases, iscurrently collecting from Tenants under the Leases additional rent over an expense stop tocover taxes, insurance, utilities, common area maintenance and other operating costs andexpenses (collectively, “Operating Expense Pass-Throughs”) in connection with the ownership,operation, maintenance and management of the Subject Property. Seller and Purchaser shalleach receive a debit or credit, as the case may be, for the difference between the Tenants’collected account balance for Operating Expense Pass-Throughs and the amount of OperatingExpense Pass-Throughs due to or from Tenants as of the Closing Date. Operating ExpensePass-Throughs for Seller’s period of ownership shall be reasonably estimated by the partiesif final bills are not available. If Seller was overpaid by any Tenant for the period withrespect to any such charges prior to Closing, Seller shall remit to Purchaser such estimatedoverpayment at Closing. If Seller was underpaid by any Tenant for the period with respectto any such charges prior to Closing,Seller shall receive a credit at Closing for the amount of such estimated underpayment.
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Any item in this Section 9(g) that is paid directly by any Tenant pursuant to itsLeases shall not be prorated between the parties, and Purchaser shall look to said Tenant topay such items. Seller and Purchaser agree to cooperate and use their good faith anddiligent efforts to do a true-up and make any necessary adjustments to the proration of theOperating Expense Pass-Throughs within ninety (90) days after the calendar year endfollowing Closing.     (h) **Security Deposits**. Purchaser shall receive a credit against the Purchase Price inan amount equal to the sum of all unapplied cash security deposits in Seller’s possessionplus, if accrued interest on such security deposits must be reimbursed to any Tenant thatpaid a security deposit, all interest accrued on such security deposits.     (i) **Recording Costs.**Seller and Purchaser shall each pay one-half of the cost of anyrecording costs, except Purchaser shall pay any and all recording costs in connection withany loan documentation or mortgages recorded by Purchaser and/or Purchaser’s lender, if any.     (j) **Leasing Commissions for Renewals, Expansions and Options.**Purchaser shall beresponsible to pay any leasing commissions due with respect to the renewal, expansion orexercise of options on any Leases, as set forth on Exhibit B-1.     (k) **Insurance.**Purchaser hereby acknowledges and agrees that all such insurancemaintained on behalf of or with respect to the Owner and the Subject Property will beterminated as of the Closing Date.     (l) **Bank Accounts.**Seller shall, or shall cause Owner to, close all bank accounts,lock boxes, other depositories and safe deposit boxes relating to the Subject Property andall property contained therein, to the extent it relates to the Subject Property shall bedelivered or transferred to the bank accounts, lock boxes, other depositories and safedeposit boxes designated by Purchaser. Purchaser shall, or shall cause Owner to, establishnew bank accounts, lock boxes, other depositories and safe deposit boxes, to the extent itdeems necessary to operate the business of the Owner and the Subject Property from and afterthe Closing Date.     (m) **Other Costs**. All other costs shall be allocated in accordance with the customsprevailing in similar transactions in the respective metropolitan areas where the SubjectProperty 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 PURCHASER’S REASONABLE OUT OF POCKET COSTS UP TO A MAXIMUMAMOUNT OF $37,500.00 ASSOCIATED WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT AND ITSEXAMINATION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE FEES AND DISBURSEMENTS OF ITSCOUNSEL, ADVISERS, AND AGENTS, OR (II) TO ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT, PROVIDEDTHAT ANY ACTION FOR SPECIFIC PERFORMANCE BE COMMENCED WITHIN NINETY (90) DAYS OF THE SCHEDULEDCLOSING DATE (OR SUCH LONGER PERIOD AS MAY BE REQUIRED BY LAW), AS THE SAME MAY HAVE BEENEXTENDED PURSUANT TO THE PROVISIONS HEREOF.
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EXCEPT FOR THE SURVIVING INDEMNITY OBLIGATIONS,WHICH SHALL SURVIVE TERMINATION OF THE AGREEMENT, IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASERIN CLOSING THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVEREMEDY, SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE THE EARNEST MONEY ASLIQUIDATED DAMAGES, IT BEING AGREED BY SELLER AND PURCHASER THAT THE DAMAGES TO SELLER IN CASE OFDEFAULT BY PURCHASER MAY BE IMPOSSIBLE TO ASCERTAIN AND THAT THE EARNEST MONEY CONSTITUTES A FAIRAND REASONABLE AMOUNT OF DAMAGES IN THE CIRCUMSTANCES AND IS NOT A PENALTY. NOTHING HEREINCONTAINED SHALL LIMIT THE RIGHTS OR OBLIGATIONS OF THE PARTIES WITH RESPECT TO A DEFAULT UNDER THISAGREEMENT OCCURRING AFTER THE CLOSING DATE, AND IN SUCH CASE THE PARTIES SHALL HAVE ALL RIGHTS ANDREMEDIES AVAILABLE AT LAW, IN EQUITY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE RIGHT TOSPECIFIC PERFORMANCE, SUBJECT TO THE CONDITIONS AND LIMITATIONS HEREIN SET FORTH, INCLUDING,WITHOUT LIMITATION, THE PROVISIONS OF SECTION 6(b) HEREOF. NOTWITHSTANDING ANYTHING HEREINTO THE CONTRARY, NEITHER PARTY SHALL BE ENTITLED TO RECEIVE SPECIAL, CONSEQUENTIAL, INCIDENTAL ORPUNITIVE DAMAGES UNDER THIS AGREEMENT OR 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 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 evidence such termination including,without limitation, a quit claim deed.
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If Purchaser fails to elect to terminate this Agreement inthe manner provided in this Section 12, then there shall be no reduction in the PurchasePrice, and Seller shall assign to Purchaser at the Closing Date all of Seller’s right, title andinterest in and to any award made or to be made in the condemnation proceedings. Prior to theClosing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to thecondemnation proceedings without Purchaser’s prior written consent, which consent shall not beunreasonably withheld or delayed; provided, however, that if any action is necessary with respectto such proceeding to avoid any forfeiture or material prejudice, Seller shall be entitled to takesuch action as and to the extent necessary without obtaining Purchaser’s prior written consent.For purposes of this Section, the words “substantial part” means that the portion of the SubjectProperty to be so taken gives rise to the ability of the Tenant(s) leasing at least fifty percent(50%) of the rentable square feet in the Subject Property (in the aggregate) to terminate suchTenants’ Lease(s) pursuant to the terms and conditions of such Lease(s) and such Tenant(s) actuallyterminate 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 Grubb and Ellis (“Seller’s Broker”). Seller shallbe responsible to pay commissions due to Seller’s Broker in connection with the sale contemplatedby this Agreement. Seller shall defend, indemnify and hold harmless Purchaser from and against anyand all claims of brokers, finders of any like third party claiming any right to commission orcompensation by or through acts of Seller in connection herewith. Purchaser represents andwarrants to Seller that insofar as Purchaser knows, no third party broker or finder has beenengaged or consulted by Purchaser or is entitled to compensation or commission in connectionherewith. Purchaser shall defend, indemnify and hold harmless Seller from and against any and allclaims of brokers, finders or any like party claiming any right to commission or compensation by orthrough acts of Purchaser in connection herewith. The indemnity obligations hereunder shallinclude all damages, losses, risks, liabilities, and expenses (including reasonable attorneys’ feesand costs) arising from and related to matters being indemnified hereunder, and shall surviveClosing and execution and delivery of the Deed; provided, however, the total liability of Sellerwith respect to the foregoing indemnity obligation shall be subject to the conditions andlimitations set forth in 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 J 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.
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     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. **[Intentionally Omitted]**.     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. In the event of any such termination of this Agreement, neither party will haveany further obligations under this Agreement (other than the Surviving Indemnity Obligations, whichobligations shall survive any such termination), except that Purchaser shall, at the request ofSeller, execute any document reasonably requested by Seller to evidence such termination including,without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement inthe manner provided in this Section 17, then there shall be no reduction in the PurchasePrice, and the parties shall proceed to Closing upon the terms and conditions of this Agreement.For purposes of this Section 17, the phrase “Catastrophic Environmental Event” means anadverse environmental event on the Subject Property resulting in a violation of applicableenvironmental laws requiring cleanup. Notwithstanding the foregoing, an adverse environmentalevent shall not be a Catastrophic Environmental Event if a “no further action” letter addressed toSeller or a “no association” letter addressed to Purchaser, or their equivalents, has been receivedfrom the relevant governmental 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: PARK PLAZA PARTNERS, L.L.C.    10350 Bren Road West    Minnetonka, MN 55343    Attn: Vice President, Asset Management    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
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       And a copy to: Briggs and Morgan, Professional Association     2200 IDS Center    Minneapolis, MN 55402    Attn: Charles R. Haynor, Esq.    Facsimile No. (612) 977-8650       If to Purchaser: Columbia Equity Trust, Inc.    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). Attorneys for each partyshall be authorized to give notices for each such party. Notwithstanding anything herein to thecontrary, in the event any notice is required hereunder within a period of less than three (3)business days, such notice shall be given by facsimile transmission, personal delivery or overnightcourier, all as provided above. Any party may change its address for the service of notice bygiving written notice of such change 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 State of Maryland.     23. **Severability.**The unenforceability or invalidity of any provisions hereof shall notrender any other provision herein contained unenforceable or invalid.
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     24. **“As Is” Sale.**PURCHASER ACKNOWLEDGES THAT EXCEPT AS SET FORTH IN SECTION 5 OFTHIS AGREEMENT (A) NEITHER SELLER, OWNER, NOR ANY PRINCIPAL, AGENT, ATTORNEY, EMPLOYEE, BROKER, OROTHER REPRESENTATIVE OF SELLER OR OWNER, HAS MADE ANY REPRESENTATION OR WARRANTY OF ANY KINDWHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT PROPERTY OR ANYMATTER RELATED THERETO, AND (B) PURCHASER IS NOT RELYING ON ANY WARRANTY, REPRESENTATION, ORCOVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE SUBJECT PROPERTY, AND THATPURCHASER IS ACQUIRING THE SUBJECT PROPERTY IN ITS “AS-IS” CONDITION WITH ALL FAULTS, AND (C)PURCHASER RELEASES SELLER AND OWNER FROM ANY CLAIMS, DAMAGES OR LIABILITIES RELATING TO THECONDITION OF THE SUBJECT PROPERTY. IN PARTICULAR, BUT WITHOUT LIMITATION, EXCEPT AS SET FORTH INSECTION 5 OF THIS AGREEMENT, NEITHER SELLER NOR OWNER MAKE ANY REPRESENTATIONS ORWARRANTIES WITH RESPECT TO THE USE, CONDITION, OCCUPATION OR MANAGEMENT OF THE SUBJECT PROPERTY,COMPLIANCE OF THE SUBJECT PROPERTY WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONSOR REQUIREMENTS OR COMPLIANCE OF THE SUBJECT PROPERTY WITH COVENANTS, CONDITIONS, AND RESTRICTIONS,WHETHER OR NOT OF RECORD. PURCHASER’S WAIVERS APPLY TO ALL CLAIMS OF ANY NATURE WHATSOEVER,WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ABSOLUTE OR CONTINGENT, AND WHETHER OR NOTDISCOVERABLE BY PURCHASER, THAT PURCHASER NOW HOLDS OR MAY HOLD AT ANY TIME IN THE FUTURE.     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 Leases as a result of any obligations andduties of the landlord thereunder arising prior to the Closing Date, except for claims relating tothe physical condition of the Subject Property or any Hazardous Materials Effect. Purchaser 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 Leases asa result 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 Membership Units pursuant to the termshereof, Purchaser shall, within five (5) business days thereafter, deliver to Seller all duediligence materials delivered by Seller or Owner to Purchaser. Prior to the Closing, Purchaseragrees not to disclose any due diligence materials to third parties, except that Purchaser maydisclose such information to (i) those employed or engaged by Purchaser in connection withPurchaser’s due diligence investigations, (ii) to Purchaser’s attorneys, potential lenders, titleand escrow officers and others involved in connection with the transactions described in thisAgreement, (iii) to Purchaser’s directors, officers, shareholders, partners, subsidiaries and otheraffiliates, (iv) to the extent required by law (including disclosure by the REIT, as determined inPurchaser’s sole discretion, in any registration statement or other filing with the U.S. Securitiesand Exchange Commission), subpoena or court order. Purchaser shall indemnify, defend and holdSeller and Owner harmless from 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 or Owner as a result of any violation of, or failure tocomply with this Section 29.
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Seller agrees that during the continuance of this Agreement,Seller shall not offer the Membership Units nor permit Owner to offer the Subject Property (or anyinterest therein) for sale or lease, except for lease of office or industrial space and license, ofparking spaces in the ordinary course of business, to any other party, or negotiate, solicit orentertain any offers to purchase or lease the Subject Property (or any interest therein) other thanlease of office or industrial space in the ordinary course of business The obligations in thisSection 29 shall survive Closing or termination of this Agreement.     30. **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.     31. **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 Leases  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 - Owner Disclosure Schedule  Exhibit I - Form of Tenant Estoppel Certificate  Exhibit I-1   Form of Ground Lease Estoppel  Exhibit J - List of Environmental Reports  Exhibit K - Additional Information  Exhibit L - 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:**         PARK PLAZA PARTNERS, L.L.C., a Delaware limitedliability company         By: /s/ Luz Campa    Name: Luz Campa    Its: Vice President       Opus East, L.L.C., a Delaware limited liabilty company (“Company”) hereby joins this Agreementfor the sole purpose of agreeing to perform, and to be jointly and severally liable for theperformance of, Sellers’ obligations under the Warranty set forth in Section 6(b) of thisAgreement, provided that in no event shall Company’s total liability under this joinder paragraphexceed One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00) in the aggregate for abreach or breaches of the representations in Sections5(a)-(i),(q)-(t), (v)and(w) set forth herein, which liability limit shallsurvive Closing .       OPUS EAST, L.L.C., a Delaware limited liabilitycompany         By: /s/ Luz Campa    Name: Luz Campa    Its: Vice President  **[Signature Page to Purchase Agreement (Park Plaza II)]**
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     IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the day and yearfirst above written.     **PURCHASER:**     COLUMBIA EQUITY TRUST, INC.,