**Exhibit 10.2**NOTE: THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR AN ACCEPTANCE OFAN OFFER TO PURCHASE OR SELL. THIS DOCUMENT SHALL NOT BE BINDING ON ANY PERSON ORENTITY UNTIL IT IS DULY EXECUTED BY, DELIVERED TO AND ACCEPTED BY EACH PARTY TO THISDOCUMENT.**PURCHASE AND SALE AGREEMENT****THIS PURCHASE AND SALE AGREEMENT**(this **“Agreement”**), dated as of the 1st day of March, 2006(**“Effective Date”**), between **HANOVER LASALLE MEDICAL OFFICE, L.L.C**., a Delaware limited liabilitycompany (“**Hanover**”) and **VERDUGO LASALLE MEDICAL OFFICE, L.L.C**., a Delaware limited liabilitycompany (“**Verdugo**”) (Hanover and Verdugo, individually or collectively, as the context may require,the **“Seller”**), and **COGDELL SPENCER LP**, a Delaware limited partnership (the **“Purchaser”**), provides:THAT for and in consideration of the mutual covenants and agreements contained herein and othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theSeller and the Purchaser hereby agree as follows:     1. Purchase and Sale. The Seller agrees to sell, assign, transfer and convey toPurchaser and the Purchaser agrees to purchase from Seller, all of Seller’s right, title andinterest in and to the following described property on all of the terms and conditions set forthherein (collectively the “**Property**”, and the Richmond Property and the Verdugo Property shall bereferred to herein individually as an “**Individual Property**”).          1.1. Land.               1.1.1 A certain condominium unit described as Phase I, Unit No. 1 in Hanover Medical Park,situated on that certain tract of land situated in Mechanicsville, Virginia commonly known asRichmond Memorial Medical Office Building I, 8220 Mechanicsville Road, and described moreparticularly in **Exhibit A-1** attached hereto and incorporated herein by reference (the“**Richmond Property**”) together with all rights and appurtenances granted to the condominium unitowner under the Declaration (as defined in Section 5.7).               1.1.2 Fee simple title in and to all of that certain tract of land situated in Glendale,California commonly known as the Verdugo Hills Professional Buildings, 1808 and 1818 VerdugoBoulevard, and described more particularly in **Exhibit A-2** attached hereto and incorporatedherein by reference (the “**Verdugo Property**”), together with all rights and appurtenances pertainingto such land, including without limitation, all of Seller’s right, title and interest in and to (i)all minerals, oil, gas and other hydrocarbon substances thereon, (ii) all adjacent strips, streets,roads, alleys and rights-of-way, public or private, open or proposed, (iii) all easements,privileges, and hereditaments, whether or not of record, and (iv) all access, air, water, riparian,development, utility and solar rights (the items described in Sections 1.1.1 and1.1.2 above are collectively referred to herein as the **“Real Estate”**).
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          1.2. Improvements. The medical office building and all other structures andimprovements constructed on the (a) Richmond Property; and (b) Verdugo Property (collectively, the**“Improvements”**).          1.3. Personal Property. All of Seller’s right, title and interest, in and to thefollowing:               1.3.1 mechanical systems, fixtures and equipment comprising a part of or attached to orlocated upon the Improvements;               1.3.2 site plans, surveys, plans and specifications, warranties, books, records and floorplans in Seller’s possession which relate to the Real Estate or Improvements (collectively, the**“Personal Property”**).          1.4. Leases. All of Seller’s right, title and interest in and to leases, licenses,rental agreements and other occupancy agreements with tenants occupying all or any portion of theImprovements (collectively, the **“Leases”**), and all security deposits, if any, held by Seller inconnection with the Leases.          1.5. Contracts. Seller’s interest in all contract rights related to the Real Estate,Improvements, Personal Property or Leases to the extent assignable including, without limitation,Seller’s interest in all of the maintenance, equipment, service, supply, construction, commission,parking, management and other contracts and all warranties, guarantees and bonds and otheragreements relating to the Improvements, Personal Property or Leases (hereinafter definedcollectively, the **“Service Contracts”**).          1.6. Permits. Seller’s interest in and to all permits, licenses, certificate ofoccupancy, and governmental approvals which relate to the Real Estate, Improvements, PersonalProperty, Leases, or Service Contracts to the extent assignable (collectively, the **“Permits”**).     2. Payment of Purchase Price. The purchase price is Thirty-Six Million Five HundredThousand and No/100 Dollars ($36,500,000.00) (**“Purchase Price”**). The parties hereto acknowledgeand agree that the Property is being purchased in gross and not by the acre. The Purchase Priceshall be paid to the Seller in the following manner:          2.1. Deposits. The Purchaser shall, within one (1) business day following the fullexecution of this Agreement, deposit with Chicago Title Insurance Company, 19 East Fayette Street,Baltimore, MD 21202, Attention: Debra Lee (the **“Escrow Agent”**) an earnest money deposit of FiveHundred Thousand and No/100 Dollars ($500,000.00)**,**(the **“Deposit”**), which Deposit shall be held inan interest-bearing escrow account with interest to accrue for the benefit of the party entitled tothe Deposit hereunder. The Deposit shall be (i) applied toward the Purchase Price in the eventClosing (as hereinafter defined) occurs hereunder, or (ii) returned to the Purchaser in the eventthe Purchaser exercises the Purchaser’s expressed right hereunder to terminate this Agreement andreceive a refund of the Deposit, or (iii) delivered to and retained by the Seller pursuant to theterms and provisions hereof in the event the Purchaser defaults hereunder, or in the event theSeller is otherwise entitled to retain the Deposit hereunder.          2.2. Balance of Purchase Price. The Purchaser shall pay the balance of the PurchasePrice, as adjusted pursuant to Section 5.9 and Article 8 hereof, to the Seller atClosing
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in cash by making a wire transfer of immediately available federal funds to an account at afinancial institution designated in writing by the Seller.          2.3. Sale of Entire Property Only. Purchaser has no right to purchase, and Seller hasno obligation to sell, less than all of the Property, it being the express agreement andunderstanding of Purchaser and Seller that, as a material inducement to Seller and Purchaser toenter into this Agreement, Purchaser has agreed to purchase, and Seller has agreed to sell, all ofthe Property, subject to and in accordance with the terms of this Agreement.          2.4 Deferred Maintenance Credit. At Closing, Purchaser shall receive a credit fromSeller against the Purchase Price in the amount of Five Hundred Twenty-One Thousand Dollars($521,000), of which $461,000 is allocated to the Verdugo Property as consideration for certaindeferred maintenance relating to the roof replacement, elevator repairs and other miscellaneousimprovements, and the remaining $60,000 of which is allocated to the Richmond Property asconsideration for certain deferred maintenance relating to the gutters and boiler.     3. Seller’s Representations, Warranties and Covenants.          3.1. The Seller hereby makes the following representations as of the date hereof:               3.1.1 Organization. Seller is duly formed, validly existing and in good standingunder the laws of the state of its organization, and is duly qualified to transact business and ingood standing in the state in which the Property is situated.               3.1.2 Authority/Consent. Seller is the owner of the fee simple interest and orcondominium interest, as applicable, in the Property and possesses all requisite power andauthority, has taken all actions required by its organizational documents and applicable law, andhas obtained all necessary consents to execute and deliver this Agreement and to consummate thetransactions contemplated by this Agreement. This Agreement has been, and all of the documents tobe delivered by Seller at the Closing will be, authorized and properly executed and constitute, orwill constitute, as appropriate, the valid and binding obligation of Seller, enforceable inaccordance with their terms.               3.1.3 Litigation. To Seller’s knowledge, no material action, suit or other proceeding(including, but not limited to, any condemnation action) is pending or threatened that concerns orinvolves the Property or Seller’s interest in the Property.               3.1.4 Leases. Attached as **Exhibit B** hereto is a true, correct and completelist of the Leases (and all assignments thereof), and all subleases (that are in Seller’spossession) of rentable area in the Improvements. To Seller’s knowledge, except for the Leases,assignments and subleases referenced on the list attached hereto as **Exhibit B**, there are nooccupancy agreements, leases, lettings, tenancies or subtenancies in effect which will affect theProperty after Closing.               3.1.5 Violations of Law. Seller has not received written notice from any governmentalauthority of any material violations of any federal, state, county or municipal laws, ordinances,orders, regulations and requirements affecting the Property or any portion thereof (including theconduct of business operations thereon), except for those certain written notices
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issued by the City of Glendale, California with respect to certain alleged municipal codeviolations, all of which have been remedied prior to the date hereof, with the exception of thatcertain notice dated February 28, 2006 with respect to the required performance of standpipetesting at 1808 Verdugo and fire alarm testing at 1818 Verdugo, which testing is scheduled to occuron March 2, 2006. Seller has not received notice of any proposed or actual condemnation actions orchanges in zoning to the Property.               3.1.6 Foreign Person. Seller is not a “foreign person,” “foreign trust” or “foreigncorporation” within the meaning of the United States Foreign Investment in Real Property Tax Act of1980 and the Internal Revenue Code of 1986, as subsequently amended.               3.1.7 Declaration. Seller has not received notice from any party, and is not awareof, any violation of the Declaration (as defined in Section 5.7) with respect to Seller orthe Property.               3.1.8 Environmental. Seller has not received written notice from any party of anyadverse environmental condition affecting the Property.          3.2. Each Seller, as to its individual Property only (Richmond as to the Richmond Property andVerdugo as to the Verdugo Property) hereby covenants to Purchaser as follows:               3.2.1 Property Information. Purchaser acknowledges that Seller has made available toPurchaser relevant information relating to the operations and maintenance of the Property. Selleror its property manager will continue to make such information available to Purchaser, duringbusiness hours and after reasonable prior notice from Purchaser (with the exception of informationthat is confidential, proprietary or within the purview of the attorney-client privilege or theattorney work-product doctrine) (collectively, the **“Property Information”**). The Seller has notmade and does not make any representation or warranty, either express or implied, with respect tothe completeness or accuracy of the Property Information furnished to the Purchaser.               3.2.2 Modifications and New Leases and Contracts. During the period beginning on thedate hereof and ending at the Closing (or earlier termination of this Agreement), except ascontemplated or permitted under any Lease, the Seller will not modify, renew, extend, replace orotherwise change any of the terms, covenants or conditions of any Leases, and will not enter intoany new Leases (except for those Leases subject to the letters of intent listed on ExhibitC attached hereto), without the written consent of the Purchaser, which consent shall not beunreasonably withheld or delayed. In the event that Seller proposes to modify, renew, extend,replace or otherwise change any of the terms, covenants or conditions of any Leases, or enter intoany new Leases, Seller shall give the Purchaser written notice of Seller’s intent to do so togetherwith all information reasonably requested by Purchaser in order for Purchaser to evaluate Seller’sproposal and Purchaser shall have three (3) business days after receipt of such notice within whichto grant or withhold its approval. If Purchaser fails to respond to Seller’s request within saidthree (3) business day period or if Purchaser agrees to Seller’s request, Seller shall be free toenter into such modification, renewal, replacement, change or new Lease. Any such modification,renewal, replacement, change or new Lease entered into with the written consent of the Purchaser,or as otherwise expressly allowed hereunder, shall be deemed a Lease.
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               3.2.3 Continued Operation. From the Effective Date until the Closing, Seller shallcontinue to operate, maintain and repair the Property in the ordinary course of business but shallnot take any of the following actions after the Effective Date hereof without the prior writtenconsent of Purchaser: (a) reduce the level of maintenance to the Property, or reduce the number ofemployees currently employed to service, maintain and secure the Property, or (b) grant, create orassume any mortgage, lien, encumbrance, easement, option, covenant, condition, right of way orrestriction upon the Property other than the Permitted Exceptions.               3.2.4 Receipt of Governmental Notices. Prior to Closing, Seller shall providePurchaser with copies of any written notices that Seller receives from any governmental orregulatory agency with respect to (i) any special assessments or proposed increases in thevaluation of the Property, (ii) any condemnation or eminent domain proceedings affecting theProperty, or (iii) any violation of any Environmental Law or any zoning, health, fire, safety orother law, regulation or code applicable to the Property.               3.2.5 Insurance. Prior to Closing, Seller will maintain Seller’s existing insurancecoverage with respect to the Property.               3.2.6 Estoppel Certificates. As of the date hereof, Seller has submitted to Purchasercopies of all estoppel certificates received by Seller from the tenants of the Property (the“**Estoppel Certificates**”), which Estoppel Certificates are in substantially the form attached heretoas **Exhibit D** or such other form as is prescribed in a particular Lease and which EstoppelCertificates represent Estoppel Certificates from tenants leasing in excess of 75% of the leasablearea of the Property. Seller agrees to deliver to Purchaser executed estoppel certificatespromptly after receipt from tenants.               3.2.7 Waiver of Right of First Refusal. As of the date hereof, Seller has provided toPurchaser evidence from each of Verdugo Hills Hospital and Memorial Regional Medical Center, Inc.that each such party has waived their respective rights of first refusal to purchase the VerdugoProperty and Richmond Property, as applicable, prior to the date hereof.     4. Conditions Precedent to Purchaser’s Obligations to Close. Purchaser’s obligationto purchase the Property is subject to satisfaction, on or before the Closing Date (or earlier dateif expressly set forth below) of the following conditions, any of which may be waived in writing byPurchaser in Purchaser’s sole and absolute discretion:               4.1.1 Study Period. The Purchaser shall have a period of time beginning on theEffective Date and ending at 5:00 p.m. eastern standard time on March 16, 2006, TIME BEING OF THEESSENCE (the **“Study Period”**) within which to conduct engineering and/or architectural studies ofthe Property, to conduct seismic studies of the Property, to review those certain Phase IEnvironmental Site Assessments (the **“Phase I ESA’s”**) prepared by EMG (**“EMG”**) and delivered toPurchaser on or before the Effective Date, to review plans and specifications and similar materialswith respect to the Property, zoning and land use status of the Property, and such other matters asPurchaser may desire. All of the costs associated with Purchaser’s Study Period activities (asspecified in the previous sentence) shall be borne by Purchaser. During the Study Period,Purchaser shall have reasonable access to the Property, at all reasonable times, at Purchaser’ssole risk, for the purpose of performing the foregoing inspections and investigations, subject atall times to the rights of any existing tenants. All
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inspections and investigations shall be performed at reasonable times and the Seller shallhave the opportunity to accompany Purchaser if Seller so desires. Seller shall not be obligated tocorrect, remedy or cure any condition or characteristic of the Property revealed by suchinspections or investigations, including, but not limited to, any physical condition issue, titledefects or environmental contamination. If the results of any such inspection or investigationperformed by Purchaser pursuant to this Section 4.1.1 are deemed unsatisfactory inPurchaser’s sole discretion, Purchaser may terminate this Agreement by providing written noticethereof to Seller prior to the expiration of the Study Period, in which event the Deposit shall bereturned to Purchaser and neither party shall have any further rights or obligations hereunder,except as expressly provided herein. If Purchaser fails to so terminate this Agreement, Purchasershall be deemed to have waived such right, and shall proceed to Closing without any reduction inthe Purchase Price.               4.1.2 Title Examination.                    (A) Seller shall provide to Purchaser, at Purchaser’s expense, (collectively, the **“TitleDocuments”**): (a) current commitments for title insurance for: (i) the Richmond Property and (ii)the Verdugo Property, each in the amount of the Purchase Price allocated to each IndividualProperty (collectively, the **“Commitment”**) from Chicago Title Insurance Company (the **“TitleCompany”**), together with copies of the exception documents, and (b) a copy of a survey for eachIndividual Property (collectively or individually as the context may require, the “**Survey**”). On orbefore March 10, 2006 (the **“Notice Date”**), Purchaser shall notify Seller in writing of any titleor survey matters listed in the Title Documents of which Purchaser disapproves (the “**TitleObjections**”), except that Purchaser shall not object to liens for real estate taxes not yet due andpayable. Any matters to which Purchaser does not object as provided above shall be deemed to be**“Permitted Exceptions”**. Seller shall notify Purchaser on or before the expiration of the StudyPeriod (the “**Seller Notice Date**”) whether it will take all action necessary to eliminate or curesuch Title Objections or to make arrangements to have such Title Objections eliminated, cured, orremoved from title in a manner reasonably acceptable to Purchaser at or prior to the Closing at nocost or expense to Purchaser. If Seller fails to notify Purchaser that it is willing to eliminateor cure such Title Objections, then Seller shall be deemed to have elected not to take such action,and Purchaser shall have right to terminate this Agreement by written notice from Purchaser toSeller given within two (2) days after the Seller Notice Date. If Purchaser fails to terminatethis Agreement within such two (2) day period, then such matters shall be deemed to be PermittedExceptions and Purchaser shall have waived its right to terminate this Agreement.                    (B) If Purchaser becomes aware of any changes in the Title Documents disclosed after theNotice Date (the **“Stub Period Title Matters”**) which are not acceptable to Purchaser, Purchasershall give written notice to Seller that it disapproves such Stub Period Title Matters (the **“StubPeriod Title Objections”**) on or before the sooner to occur of five (5) days after receipt ofwritten notice thereof or the Closing Date. If Purchaser does not deliver a notice of Stub PeriodTitle Objections, then Purchaser shall be deemed to approve the applicable Stub Period TitleMatter. If Purchaser delivers a notice of Stub Period Title Objections, Seller shall have five (5)days after receipt thereof to notify Purchaser that either (a) Seller will take all actionnecessary to eliminate or cure such Stub Period Title Objections or make arrangements to have suchStub Period Title Objections eliminated, cured or removed from title, or (b) Seller elects not tocause such Stub Period Title Objections to be removed, provided
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that Seller shall be obligated to cause the removal of such Stub Period Title Objections ascan be cured, eliminated or removed solely with the payment of money by Seller not to exceedTwenty-Five Thousand and No/100 Dollars ($25,000.00) in the aggregate (the **“Stub Period MustRemoves”**), it being agreed that Seller shall not in any event be obligated to cause the removal ofany Stub Period Title Objection except for the Stub Period Must Removes. If Seller gives Purchasernotice under clause (b) above or fails to respond to Purchaser’s notice of Stub Period TitleObjections within said five (5) day period, Purchaser shall have five (5) business days in which tonotify Seller that Purchaser will either proceed with the purchase and take title to the Propertysubject to such Stub Period Title Objections, in which event the Stub Period Title Objections shallconstitute Permitted Exceptions hereunder, or that Purchaser will terminate this Agreement. Ifthis Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neitherparty will have any further rights or obligations hereunder (except for any obligations which areexpressly stated to survive the termination hereof), and the Deposit shall be returned toPurchaser. If Purchaser fails to notify Seller of its election within said five (5) day period,Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed toClosing.               4.1.3 Performance of Covenants. Seller shall have performed and observed in allmaterial respects, all covenants of Seller in this Agreement.               4.1.4 Title. The Title Company shall issue to Purchaser a 1992 ALTA Owners Policy ofTitle Insurance covering each Individual Property in the full amount of the Purchase Priceallocated toward such Individual Property subject only to the Permitted Exceptions, dated notearlier than the date of the recording of the Deed.               4.1.5 Verdugo Estoppels. On or before the Closing, Purchaser shall receive (i) anestoppel from Verdugo Hills Hospital with respect to that certain Amended and Restated Parking andEasement Agreement dated as of June 4, 2004, recorded June 4, 2004 as Document No. 04-1433410 inthe Los Angeles County, California Recorder’s Office in substantially the form attached hereto as**Exhibit L**, and (ii) tenant estoppel certificates from from tenants leasing not less thanseventy-five percent (75%) of the total rentable square feet leased in the Improvements at theVerdugo Property in substantially the form attached hereto as **Exhibit D** ((i) and (ii) aretogether, the “**Verdugo Estoppel Contingency**”). If Seller has not satisfied the Verdugo EstoppelContingency on or before the Closing, Seller shall provide a Seller’s Estoppel Certificate in theform attached hereto as **Exhibit D** for the tenant estoppels required pursuant to subsection(ii) above, delivery of which shall be deemed to satisfy subsection (ii) of the Verdugo EstoppelContingency. The representations and warranties set forth in any and all Seller’s EstoppelCertificates shall survive for a period of ninety (90) days after the date of such Seller’sEstoppel Certificates and shall be subject to the limitations on liability set forth in Section14.5 hereof. The parties agree that if at any time after Seller delivers to Purchaser aSeller’s Estoppel Certificate, Seller obtains and delivers to Purchaser a tenant EstoppelCertificate for such tenant that is acceptable to Purchaser, the applicable Seller’s EstoppelCertificate shall be of no further force and effect and Seller shall have no further liabilitythereunder. Should Seller be unable to satisfy the Verdugo Estoppel Contingency on or prior to theClosing Date, Purchaser may elect (i) to extend the Closing Date for an additional five (5)business days to allow additional time to receive the estoppels necessary to satisfy the VerdugoEstoppel Contingency, reserving the continued right to terminate as provided in the followingclause (ii), (ii) to terminate this Agreement and receive a return of the Deposit and all
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accrued interest thereon, or (iii) to waive the Verdugo Estoppel Contingency and proceed to Closingon the terms and conditions set forth herein.               4.1.6 Condominium Documents Estoppel. On or before the Closing, Purchaser shallreceive an estoppel from the appropriate party under the Condominium Documents in substantially theform attached hereto as **Exhibit M**, and as more particularly described in Section5.7 herein below.               4.1.7 Seller’s Representations and Warranties. The representations and warranties setforth in Section 3.1 being true and accurate in all material respects as of the Closing;provided that (i) the representations contained in Section 3.1.4 shall be updated ormodified at Closing to reflect any modifications, renewals, extensions or other changes to Leasesthat may have occurred on or prior to Closing pursuant to the terms of Section 3.2.2hereof, and (ii) with respect to the representations contained in Sections 3.1.3 and3.1.5, any change in such representations resulting from notice of a non-material action orsuit (with respect to 3.1.3) or notice of a non-material violation of any law, ordinance orrequirement affecting the Property (with respect to 3.1.5), shall not constitute a failureof the condition precedent set forth in this Section 4.1.6. For purposes hereof,litigation shall be considered “non-material” if such litigation is covered by Seller’s insuranceand a violation of any law, ordinance or requirement affecting the Property shall be considered“non-material” if the cost to cure such violation (as reasonably estimated by Purchaser) does notexceed $100,000.00. In the event of the existence of any such “non-material” violation of any law,ordinance or requirement affecting the Property at the time of the Closing, Seller shall, at itselection, cause the same to be cured prior to Closing or provide Purchaser with a credit againstthe Purchase Price at Closing in the amount of the cost to cure such violation as reasonablyestimated by Purchaser.               4.1.8 Hanover Hospital Estoppels. On or before the Closing, Purchaser shall receivetenant estoppel certificates from Memorial Regional Medical Center or its affiliates with respectto all of the space at the Richmond Property leased by Memorial Regional Medical Center and by itsaffiliates in substantially the form attached hereto as **Exhibit D** (the “**Hanover EstoppelContingency**”). Should Seller be unable to satisfy the Hanover Estoppel Contingency on or prior tothe Closing Date, Purchaser may elect (i) to extend the Closing Date for an additional five (5)business days to allow additional time to receive the estoppels necessary to satisfy the HanoverEstoppel Contingency, reserving the continued right to terminate as provided in the followingclause (ii), (ii) to terminate this Agreement and receive a return of the Deposit and all accruedinterest thereon, or (iii) to waive the Hanover Estoppel Contingency and proceed to Closing on theterms and conditions set forth herein.     4.2 Conditions Precedent to Seller’s Obligation to Close. Seller’s obligation to sellthe Property is subject to satisfaction, on or before the Closing Date of the following conditions,any of which may be waived in writing by Seller in Seller’s sole and absolute discretion.               4.2.1 Covenants. Purchaser shall have performed and observed, in all materialrespects, all covenants of Purchaser under this Agreement.          4.3 Failure of a Condition.
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               4.3.1 In the event that any condition precedent to Closing has not been satisfied on or beforethe Closing Date, then the party whose conditions to Closing have not been satisfied (the“**Unsatisfied Party**”) shall give notice to the other of the condition or conditions which theUnsatisfied Party asserts are not satisfied. In such notice the Unsatisfied Party shall also electeither (i) to terminate this Agreement, whereupon neither party shall have any further rights orobligations hereunder (other than any obligations of either party that expressly survivetermination), and Purchaser shall be entitled to the return of the Deposits, except if such failureof a condition is due to a default by one of the parties, in which event the non-defaulting partyshall have those rights and remedies set forth in Article 12 herein, or (ii) to waive such failedcondition and proceed to Closing as contemplated hereunder.               4.3.2 If the transaction contemplated by this Agreement closes, the parties shall be deemed tohave waived any and all unmet or unsatisfied conditions, other than any unmet or unsatisfiedconditions arising out of a breach by either party of any of its representations and warrantieshereunder of which the other party has no actual knowledge as of Closing.     5. Purchaser’s Representations, Warranties and Covenants. The Purchaser hereby makesthe following representations, warranties and covenants to Seller:          5.1. Authorization, Execution and Delivery and ERISA. Purchaser has been dulyorganized and is validly existing as a limited partnership in good standing in the State ofDelaware and prior to closing will be qualified to do business in each state in which the Propertyis located. Purchaser has the full right and authority and has obtained any and all consentsrequired to enter into this Agreement and to consummate or cause to be consummated the transactionscontemplated hereby. This Agreement has been, and all of the documents to be delivered byPurchaser at the Closing will be, authorized and properly executed and constitute, or willconstitute, as appropriate, the valid and binding obligation of Purchaser, enforceable inaccordance with their terms. As of the date hereof, Purchaser is (a) not an “employee benefitplan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended(“ERISA”), whether or not subject to Title I of ERISA, or a “plan” as defined in Section 4975 ofthe Code, or a “party in interest” as defined in Section 3(14) of ERISA, with respect to anyemployee benefit plan and (b) none of the assets of Purchaser constitutes or will constitute “planassets” of one or more such plans within the meaning of U.S. Department of Labor Regulation 29C.F.R. Section 2510-3-101.          5.2. Conflicts and Pending Action. There is no agreement to which Purchaser is aparty or to Purchaser’s knowledge binding on Purchaser which is in conflict with this Agreement.There is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaserwhich challenges or impairs Purchaser’s ability to execute or perform its obligations under thisAgreement.          5.3. Prohibited Persons and Transactions. Neither Purchaser nor any of itsaffiliates, nor any of their respective partners, members, shareholders or other equity owners, andnone of their respective employees, officers, directors, representatives or agents is, nor willthey become, a person or entity with whom U.S. persons or entities are restricted from doingbusiness under regulations of the Office of Foreign Asset Control (“**OFAC**”) of the Department of theTreasury (including those named on OFAC’s Specially Designated andBlocked Persons List) or
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under any statute, executive order (including the September 24, 2001,Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten toCommit, or Support Terrorism), or other governmental action and is not and will not engage in anydealings or transactions or be otherwise associated with such persons or entities.          5.4. Acceptance of Property.               5.4.1 Notwithstanding anything contained in this Agreement to the contrary, the Purchaseracknowledges that, except as specifically set forth in this Agreement, the Seller has not made andis not now making, and it specifically disclaims, any warranties, representations or guaranties ofany kind or character, express or implied, oral or written, past, present or future, with respectto the Property, including, but not limited to, warranties, representations or guaranties as to (i)matters of title; (ii) environmental matters relating to the Property or any portion thereof, (iii)geological conditions, including, without limitation, subsidence, subsurface conditions, watertable, underground water reservoirs, limitations regarding the withdrawal of water and earthquakefaults and the resulting damage of past and/or future earthquakes, (iv) whether, and to the extentto which the Property or any portion thereof is affected by any stream (surface or underground),body of water, flood prone area, flood plain, floodway or special flood hazard, (v) drainage, (vi)soil conditions, including the existence of instability, past soil repairs, soil additions orconditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring,(vii) zoning to which the Property or any portion thereof may be subject, (viii) the availabilityof any utilities to the Property or any portion thereof including, without limitation, water,sewage, gas and electric, (ix) usages of adjoining Property, (x) access to the Property or anyportion thereof, (xi) the value, compliance with the plans and specifications, size, location, age,use, design, quality, description, suitability, structural integrity, operation, title to, orphysical or financial condition of the Property or any portion thereof, or any income, expenses,charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or anypart thereof, (xii) the presence of Hazardous Substances (hereinafter defined) in or on, under orin the vicinity of the Property, (xiii) the condition or use of the Property or compliance of theProperty with any or all past, present or future federal, state or local ordinances, rules,regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (xiv) theexistence or non-existence of underground storage tanks, (xv) any other matter affecting thestability or integrity of the Property, (xvi) the potential for further development of theProperty, (xvii) the existence of vested land use, zoning or building entitlements affecting theProperty, (xviii) the merchantability of the Property or fitness of the Property for any particularpurpose (the Purchaser affirming that the Purchaser has not relied on the Seller’s skill orjudgment to select or furnish the Property for any particular purpose, and that the Seller makes nowarranty that the Property is fit for any particular purpose), (xix) the truth, accuracy orcompleteness of the Property Information, or (xx) tax consequences.               5.4.2 The Purchaser has not relied upon and will not rely upon, either directly or indirectly,any representation or warranty of the Seller or any of its respective agents, except thosespecifically set forth in this Agreement or as set forth in the documents delivered by Seller toPurchaser at Closing, and acknowledges that no such representations have been made, except thosespecifically set forth in this Agreement. The Purchaser represents that it is a knowledgeable,experienced and sophisticated purchaser of real estate and that it is relying solely on its ownexpertise and that of the Purchaser’s consultants in purchasing the Property. The Purchaser willconduct such inspections and investigations of the Property as the Purchaser
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deems necessary, including, but not limited to, the physical and environmental conditionsthereof, and shall rely upon same. The Purchaser acknowledges that adverse matters, including, butnot limited to, adverse physical and environmental conditions, may not be revealed by thePurchaser’s inspections and investigations. The Purchaser acknowledges and agrees that uponClosing, the Seller shall sell and convey to the Purchaser and the Purchaser shall accept theProperty “AS IS, WHERE IS,” with all faults. The Purchaser further acknowledges and agrees thatthere are no oral agreements, warranties or representations, collateral to or affecting theProperty by the Seller, any agent of the Seller or any third party. The terms and conditions ofthis Section 5.4.2 shall expressly survive Closing, shall not merge with the provisions ofthe Deed and shall be incorporated into the other closing documents. The Seller is not liable orbound in any manner by any oral or written statements, representations, or information pertainingto the Property furnished by any real estate broker, agent, employee, servant or other person.Purchaser acknowledges that Seller has afforded Purchaser a full opportunity to conduct suchinvestigations of the Property as Purchaser deemed necessary to satisfy itself as to the conditionof the Property and the existence or non-existence or curative action to be taken with respect toany Hazardous Substances on or discharged from the Property, and will rely solely upon same and notupon any information provided by or on behalf of Seller or its agents or employees with respectthereto, other than such representations, warranties and covenants of Seller as are expressly setforth in this Agreement. Upon Closing, Purchaser shall assume the risk that adverse matters,including, but not limited to, adverse physical or construction defects or adverse environmental,health or safety conditions, may not have been revealed by Purchaser’s inspections andinvestigations. Purchaser hereby represents and warrants to Seller that: (a) Purchaser isrepresented by legal counsel in connection with the transaction contemplated by this Agreement; and(b) Purchaser is purchasing the Property for business, commercial, investment or other similarpurpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remediesit may have or be entitled to, deriving from disparity in size or from any significant disparatebargaining position in relation to Seller. The Purchaser has fully reviewed the disclaimers andwaivers set forth in this Agreement with its counsel and understands the significance and effectthereof.               5.4.3 For purposes hereof, “**Hazardous Substances**” means any hazardous, toxic or dangerouswaste, substance or material, pollutant or contaminant, as defined for purposes of theComprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections9601 etseq.), as (**“CERCLA”**), or the Resource Conservation and Recovery Act (42 U.S. C. Sections 6901 et seq.), as amended (**“RCRA”**), or any other federal, state or locallaw, ordinance, rule or regulation applicable to the Property, or any substance which is toxic,explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwisehazardous, including regulated medical waste, or any substance which contains gasoline, diesel fuelor other petroleum hydrocarbons, polychlorinated biphenyls (PCBS), radon gas, urea formaldehyde,asbestos, lead or electromagnetic waves.               5.4.4 Purchaser acknowledges that it has had the opportunity to inspect the Property, and toobserve its physical characteristics and existing conditions and the opportunity to conduct suchinvestigation and study on and of the Property and adjacent areas as Purchaser deems necessary, andPurchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability,including without limitation, liabilities and responsibilities for the lessor’s obligations underthe Leases relating to the physical, environmental or legal compliance status of the Property,whether arising before or after the
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Effective Date, and liabilities under CERCLA, regarding the condition, valuation, salabilityor utility of the Property, or its suitability for any purpose whatsoever (including, but notlimited to, with respect to the presence in the soil, air, structures and surface and subsurfacewaters, of Hazardous Substance or other materials or substances that have been or may in the futurebe determined to be toxic, hazardous, undesirable or subject to regulation and that may need to bespecially treated, handled and/or removed from the Property under current or future federal, stateand local laws, regulations or guidelines, and any structural and geologic conditions, subsurfacesoil and water conditions and solid and hazardous waste and Hazardous Substance on, under, adjacentto or otherwise affecting the Property). Purchaser further hereby WAIVES (and by Closing thistransaction will be deemed to have WAIVED) any and all objections and complaints (including, butnot limited to, federal, state and local statutory and common law based actions, and any privateright of action under any federal, state or local laws, regulations or guidelines to which theProperty is or may be subject, including, but not limited to, CERCLA) concerning the physicalcharacteristics and any existing conditions of the Property, including, without limitation, thelessor’s obligations under the Leases relating to the physical, environmental or legal compliancestatus of the Property, whether arising before or after the Effective Date. Purchaser furtherhereby assumes the risk of changes in applicable laws and regulations relating to past, present andfuture environmental conditions on the Property and the risk that adverse physical characteristicsand conditions, including, without limitation, the presence of Hazardous Substance or othercontaminants, may not have been revealed by its investigation.               5.4.5 Indemnity. Purchaser agrees to indemnify, defend and hold Seller harmless ofand from any and all liabilities, claims, demands, and expenses of any kind or nature which ariseor accrue after Closing and which are in any way related to the ownership, maintenance, oroperation of the Property by Purchaser and its successors and assigns, including, withoutlimitation, in connection with Hazardous Materials.               5.4.6 Survival**.**The terms and conditions of this Section 5.4 shall expresslysurvive the Closing, not merge with the provisions of any closing documents and shall beincorporated into the Deed.          5.5. Indemnity; Restoration. The Purchaser hereby agrees to (i) indemnify, defend andhold the Seller harmless from and against any injury, loss, damage or expense (including attorneys’fees and expenses) caused by the inspection, examination, testing and investigation of the Propertyby the Purchaser and the Purchaser’s employees, agents and contractors and other undertakings ofthe Purchaser and the Purchaser’s employees, agents and contractors under this Agreement, and (ii)if Purchaser fails to acquire the Property, restore the Property to the condition in which itexisted immediately prior to the Purchaser’s entry thereon.          5.6. Insurance. Before any entry upon the Property, the Purchaser shall, at thePurchaser’s expense, provide and maintain, or cause the Purchaser’s contractors to provide andmaintain, with companies with a Best’s Rating of at least A- VIII or better authorized to dobusiness in the state of the subject Individual Property, (i) occurrence based comprehensivegeneral public liability insurance, against claims for bodily injury, death or property damage,occurring upon, in or about the Property, or the adjoining sidewalks, streets or ways (including,without limitation, personal injury, death or property damage resulting directly or indirectly fromany change, alteration, improvement or repair thereof) for at least One Million Dollars($1,000,000.00) for injury to any one individual, and One Million Dollars ($1,000,000.00) for anyone accident, and One Million Dollars ($1,000,000.00) for damage to property during the
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lease term; and (ii) workers compensation insurance in statutory limits which affords not lessthan One Million Dollars ($1,000,000.00) in coverage. Prior to the commencement of entry by thePurchaser, the Purchaser shall furnish sufficient certificates of such insurance to the Seller,which certificates shall name the Seller as an additional insured thereunder.          5.7. Richmond Condominium Documents. Purchaser hereby acknowledges that the RichmondProperty is subject to all covenants, terms, provisions, conditions, requirements, obligations andreservations set forth in the Declaration of Hanover Medical Park Condominium (the **“Condominium"**),as amended through the date of this Agreement (the **“Declaration"**), and the by-laws of theCondominium (the **“By-Laws"**). The Declaration and the By-Laws are hereinafter referred tocollectively as the **“Condominium Documents.”**The Condominium Documents have been delivered to thePurchaser and Purchaser acknowledges and affirms that, before executing this Agreement, it receivedcopies of all of the Condominium Documents from Seller and that it read and understood theCondominium Documents. The Condominium Documents constitute Permitted Exceptions and shall not beobjected to by Purchaser pursuant to Section 4.1.1.          5.8. Verdugo Deed Restrictions. Purchaser acknowledges that the Verdugo Property issubject to those certain deed restrictions attached to this Agreement as **Exhibit K** (the“**Deed Restrictions**”) and the conveyance of the Property by Seller to Purchaser is and shall besubject to the Deed Restrictions. Purchaser acknowledges and affirms that, before executing thisAgreement it has read and understood the Deed Restrictions. The Deed Restrictions constitutePermitted Exceptions and shall not be objected to by Purchaser pursuant to Section 4.1.1.          5.9. Loan Assumption. Purchaser acknowledges that the Hanover Property is subject toa mortgage lien in favor of MONY Life Insurance Company (**“Lender”**), which mortgage lien secures aloan in the original principal amount of $5,530,000.00 (the **“Hanover Loan”**). Purchaser shall usecommercially reasonable efforts on or before the Closing to obtain Lender’s approval of (i)Purchaser’s assumption of the Hanover Loan in accordance with and on the terms and conditionscontained in those certain documents evidencing and governing the Hanover Loan (the **“LoanDocuments”**), copies of which have been provided to Purchaser on or prior to the date hereof, and(ii) the full release of Hanover and LaSalle Medical Office Fund, L.L.C. (the **“Existing Guarantor”**)from any and all liability under the Loan Documents arising from and after the Closing Date(together, the **“Assumption Obligation”**). Seller shall cooperate with Purchaser in Purchaser’sefforts to satisfy the Assumption Obligation.     At Closing, if the Assumption Obligation is satisfied and the Hanover Loan is assumed byPurchaser, (i) Purchaser shall receive a credit against the Purchase Price equal to the outstandingprincipal and accrued interest due as of the Closing Date under the Hanover Loan, (ii) Purchasershall pay to Seller, and Seller shall receive as a credit to the Purchase Price, an amount equal toany and all reserves and escrows (**“Loan Escrows”**) held by Lender under the Hanover Loan which are,in turn, credited to Purchaser as part of the assumption, and (iii) Seller shall pay to Lender theassumption fee equal to one percent (1%) of the then outstanding principal balance of the HanoverLoan (the **“Assumption Fee”**) due and payable in connection with any assumption of the Hanover Loanpursuant to the terms and conditions of the Hanover Loan Documents. Purchaser shall pay any andall other fees and expenses due and payable in connection with the assumption of the Hanover Loan,including without limitation, the attorneys’ fees, mortgage taxes, and other closing fees incurredby Lender.
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     If Purchaser is unable to satisfy the Assumption Obligation on or before the Closing,Purchaser shall notify Seller in writing of the same and the Closing shall be extended to a datenot later than April 15, 2006 in order to provide Purchaser with additional time to satisfy theAssumption Obligation. If the Assumption Obligation is not satisfied on or before April 15, 2006,Purchaser may, at its election, (a) terminate this Agreement and receive a return of the Deposit,or (b) proceed to Closing, in which case Seller shall cause the Hanover Loan to be repaid from theproceeds of the Closing and the Property shall be conveyed free and clear of all liens andencumbrances related to the Hanover Loan, and Purchaser shall pay to Seller at Closing, in additionto the Purchase Price payable hereunder, an amount equal to one half of the prepayment premium dueand payable to Lender upon prepayment of the Hanover Loan pursuant to the terms and provisions ofthe Loan Documents.     6. Closing. Closing of the purchase and sale of the Property pursuant to thisAgreement (“**Closing**”) shall be held at the offices of Escrow Agent, or at such other location thatis reasonably acceptable to the parties hereto, on or before March 29, 2006 (“**Closing Date**”).          6.1.  Seller’s Deliveries/Seller’s Obligations at Closing. At the Closing, Sellerwill do or cause to be done the following:               6.1.1 Closing Documents. At Closing, Seller shall execute, acknowledge (if necessary)and deliver originals of the following documents:                    (A) Special Warranty Deeds in the form attached hereto as **Exhibit F-1** (for theRichmond Property) and **Exhibit F-2** (for the Verdugo Property) (collectively, the **“Deed”**)conveying title to the Property to the Purchaser;                    (B) A Bill of Sale for each Individual Property in the form attached hereto as **ExhibitG** (the **“Bill of Sale”**) conveying the Personal Property;                    (C) All necessary information for IRS Form 1099-S;                    (D) An Affidavit as to nonforeign status of each Seller;                    (E) Two (2) original counterparts of an Assignment and Assumption Agreement for eachIndividual Property in the form attached hereto as **Exhibit H** (the **“Assignment”**), withrespect to the Leases, Service Contracts, Rents, Warranties and Intangible Property;                    (F) Letters to each tenant under the Leases in the form and substance of **Exhibit I**,notifying tenants of the conveyance of the Property to Purchaser and advising them that, followingthe Closing Date, all future payments of rent are to be made to Purchaser or at Purchaser’sdirection;                    (G) The estoppel certificates to be delivered pursuant to Sections 4.1.5 ,4.1.6 and 4.1.8 hereof;                    (H) Such evidence as may be reasonably required by the Title Company with respect to thestatus of Seller and the authority of the person(s) executing the documents required to be executedby Seller on behalf of Seller;
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                    (I) A certificate that all of Seller’s representations and warranties in this Agreement,subject to the terms of Section 4.1.7 hereof, are true and correct as of the Closing;                    (J) A settlement statement showing all of the payments, adjustments and prorations providedfor in Article 8 and otherwise agreed upon by Seller and Purchaser.          6.2. Original Property Information Documents. Within ten (10) days after the ClosingDate (as extended pursuant to the terms hereof), Seller will deliver to Purchaser originals withinSeller’s possession of all items comprising the Property Information.          6.3. Possession. Seller will deliver possession of the Property, subject to theLeases.          6.4. Keys. Seller will deliver all keys in the possession or subject to the controlof Seller, including, without limitation, master keys as well as combinations, card keys and cardsfor the security systems, and non-proprietary management software, if any.          6.5. Costs. Seller will pay all costs allocated to Seller pursuant to Section8.1 of this Agreement.     7. Purchaser’s Deliveries. Purchaser’s Obligations at the Closing. At theClosing, Purchaser will do, or cause to be done, the following:               7.1.1 Closing Documents. At Closing, Purchaser shall execute, acknowledge (ifnecessary) and deliver originals of the following documents:                            (A) Two (2) fully executed counterparts of each of the Assignments;                            (B) A certificate that all of Purchaser’s representations and warranties in this Agreement aretrue and correct as of the Closing Date;                            (C) A settlement statement showing all of the payments, adjustments and prorations providedfor in Article 8 and otherwise agreed upon by Seller and Purchaser; and                            (D) Such evidence as may be reasonably required by the Title Company with respect to theauthority of the person(s) executing the documents required to be executed by Purchaser on behalfof Purchaser.               7.1.2 Payment of Consideration. Purchaser will pay to Seller the Purchase Price inaccordance with Article 2 of this Agreement, as adjusted in accordance with the provisions of thisAgreement.               7.1.3 Costs. Purchaser will pay all costs allocated to Purchaser pursuant toSection 8.1 of this Agreement.
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          7.2. Escrow. The delivery of the documents and the payment of the sums to bedelivered and paid at the Closing by Purchaser and Seller shall be accomplished through an escrowwith the Escrow Agent.     8. Closing Cost; Prorations; Adjustments.          8.1. Closing Costs. The Seller shall pay the Seller’s attorneys’ fees. The Purchasershall pay the title insurance premium and fees for the Title Policy, the cost of the Survey Update,the costs for recordation of the Deed and other documents recorded at Closing, the costs ofPurchaser’s inspections and investigations, Purchaser’s attorneys’ fees. The recordation andtransfer taxes associated with the Deed shall be paid according to the custom in each jurisdictionwhere the Property is located, as follows: (a) for the Richmond Property, Seller shall pay the“Grantor” tax and Purchaser shall pay the applicable State and County recordation taxes, and (b)for the Verdugo Property, Seller shall pay the County transfer tax. If prior to closing, anordinance is enacted in the City of Glendale requiring payment of a City transfer tax at theClosing, the Seller and Purchaser shall each pay one half of such City transfer tax. The Sellerand Purchaser shall each pay one half of the cost of the escrow closing fee and one half of allcosts associated with those certain Phase I Environmental Site Assessments (the **“Phase I ESA’s”**)prepared by EMG (**“EMG”**) and delivered to Purchaser on or before the Effective Date.          8.2. Prorations. The following adjustments to the Purchase Price shall be madebetween the Seller and the Purchaser and shall be prorated on a per diem basis as of 11:59 p.m. onthe day preceding Closing.               8.2.1 Real Estate Taxes. Real estate and other ad valorem taxes, assessments,personal property or use taxes, local business improvement district taxes and sewer charges, on thebasis of the fiscal or calendar year for which such taxes or charges are assessed such that Sellershall be responsible for all such taxes for the period prior to Closing, and Purchaser shall beresponsible for all such taxes for the period beginning on the Closing Date and thereafter.               8.2.2 Rents.                    (A) Monthly Base Rent. There shall be a credit at the Closing in favor of thePurchaser against the Purchase Price in the amount equal to (A) the total amount of base rentactually collected by the Seller from the tenants under the Leases prior to the date on which theClosing occurs for the calendar month in which the Closing occurs, (B) multiplied by a fraction(**“Rent Proration Fraction**”), the numerator of which is the number of days from and including thedate on which the Closing occurred, to and including the last day of such month, and thedenominator of which is the actual number of days in such month.                    (B) Monthly Additional Rent. There shall be a credit at the Closing in favor of thePurchaser against the Purchase Price in the amount equal to (A) the total amount of theinstallments of estimated insurance, taxes, common area maintenance and other operating expenseswhich are passed through to tenants under the Leases (the **“Pass Through Expenses”**) prior to thedate on which the Closing occurs for the calendar month in which the Closing occurs, (B) multipliedby the Rent Proration Fraction. With respect to Pass Through Expenses which have been billed bySeller to tenants prior to the Closing but which have not yet
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been collected, such Pass Through Expenses shall be pro-rated between the parties asdelinquent rent as provided below. With respect to Pass Through Expenses which have not been billedto tenants as of the Closing, Purchaser shall bill each tenant for same in accordance with eachsuch Lease and upon collection of same, Purchaser shall remit to Seller an amount equal to thatportion of past due expenses which occurred prior to Closing. At Closing, the Seller and Purchasershall mutually and in good faith estimate the amount, if any, by which tenants have overpaid orunderpaid Pass Through Expenses for periods prior to the Closing Date and, at Closing, Purchasershall receive a credit in the amount of the estimate of any such overpaid Pass Through Expenses andPurchaser shall indemnify and hold harmless Seller for any claims or losses arising in connectionwith such overpaid Pass Through Expenses, which indemnity shall survive the Closing and thedelivery of the Deed and Seller shall receive a credit in the amount of the estimate of any suchunderpaid Pass Through Expenses.               (C) Security Deposits. There shall be a credit at the Closing in favor of thePurchaser against the Purchase Price equal to the actual amount of tenant security deposits held bySeller and not yet refunded to tenants or applied against tenant defaults as permitted pursuant tothis Agreement.               (D) Prepaid Rents. There shall be a credit at the Closing in favor of the Purchaseragainst the Purchase Price in the total amount of all rents and other amounts paid by tenants underthe Leases before the Closing to the extent such amounts are applicable to periods on and after theClosing.               (E) Delinquent Rents. If, as of the Closing, any tenants under the Leases have failedto pay any amounts due and payable thereunder (collectively, **“Delinquent Amounts”**), then theDelinquent Amounts shall not be prorated; provided, that if the Purchaser receives any rentalpayment which represents rent that was delinquent as of the Closing after the Closing, (i) butprior to first day of the calendar month next following the Closing, the Purchaser shall first payto Seller the Delinquent Amounts, then shall apply such payment to the then current month’s rent(net of any reasonable out-of-pocket third party collection costs actually incurred by Purchaser),or (ii) and at any time on or after the first day of the calendar month next following the Closing,the Purchaser shall first apply such payment to the then current month’s rent (net of anyreasonable out-of-pocket third party collection costs actually incurred by Purchaser), and thenshall pay to Seller the Delinquent Amounts.          8.3. Tenant Improvements and Commissions. Seller agrees to pay or discharge at orprior to Closing all leasing commissions, costs for tenant improvements, lease buyout costs, movingallowances, design allowances, legal fees and other costs, expenses and allowances incurred inorder to induce a tenant to enter into a Lease or Lease renewal or extension (collectively,“**Leasing Costs**”) that are due and payable prior to Closing with respect to Leases in force as of orprior to the Effective Date. Purchaser agrees to assume the obligations for Leasing Costs due andpayable after the Closing with respect to Leases in force as of or prior the Effective Date (whichLeasing Costs and the associated leases are listed on **Exhibit E**attached hereto and made apart hereof), and accordingly, Purchaser shall receive a credit at Closing in the amount of anysuch Leasing Costs, as more particularly set forth on said **Exhibit E**. Seller shall have noobligation to pay, and as of Closing Purchaser shall assume, the obligation to pay all LeasingCosts payable with respect to any option to renew or option to expand that has not been exercisedprior to the Effective Date, which obligation shall survive the Closing. Additionally, as ofClosing, Purchaser shall assume the obligations for Leasing Costs incurred with respect to
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Leases and Lease renewals and extensions executed subsequent to theEffective Date to which Purchaser has consented pursuant to Section 3.2.2 hereof. Sellershall receive a credit at Closing for any Leasing Costs paid by Seller after the Effective Date andprior to Closing for any Leases or Lease renewals entered into after the Effective Date.               8.3.1 Service Contracts and Equipment Leases. Any amounts prepaid or payable underany Service Contracts or equipment leases shall be prorated at the Closing as of the date ofClosing, with Seller obligated for all sums accrued on or prior to 11:59 p.m. on the day precedingClosing and Purchaser obligated for all sums accrued after 11:59 p.m. on the day preceding Closing.               8.3.2 Utilities. Purchaser shall take all steps necessary to effectuate the transferof all utilities to its name as of the Closing Date, and where necessary, post deposits with theutility companies. Seller shall ensure that all utility meters are read as of the Closing Date.Seller shall be entitled to recover any and all deposits held by any utility company as of theClosing Date.               8.3.3 Insurance Policies. Premiums on insurance policies will not be adjusted. As ofthe Closing Date, Seller will terminate its insurance coverage and Purchaser will effect its owncoverage.               8.3.4 Declaration Assessments. Any assessments due and payable under the Declarationshall be prorated at the Closing as of the date of Closing, with Seller obligated for all sumsaccrued on or prior to 11:59 p.m. on the day preceding Closing and Purchaser obligated for all sumsaccrued after 11:59 p.m. on the day preceding Closing.          8.4. All adjustments for items to be prorated pursuant to this Article 8 shall be completedwithin one hundred twenty (120) days after the Closing Date except for those items which are notreasonably capable of determination within such one hundred twenty (120) day period and the partiesagree to adjust the same as and when ascertainable and make the appropriate payment forthwith andwithout interest thereon. This Article 8 shall survive Closing and the delivery of the Deed.     9. Omitted.     10. Risk of Loss. If, prior to the Closing, all or a material portion of any Propertyis damaged by fire or any other cause of whatsoever, Seller shall promptly give Purchaser writtennotice of such damage.               10.1.1 If such damage is not Major Damage (as hereinafter defined) then Purchaser shall havethe right at Closing to receive a credit against the Purchase Price in the amount of the deductibleplus all insurance proceeds received by Seller as a result of such loss, and an assignment ofSeller’s rights to such insurance proceeds, and this Agreement shall continue in full force andeffect with no further reduction in the Purchase Price and Seller shall have no further liabilityor obligation to repair such damage or to replace the Property.               10.1.2 If such damage occurs prior to Closing and the cost to repair such damage, in Seller’sreasonable estimation, exceeds Five Hundred Thousand and No/100 Dollars ($500,000.00) (**“MajorDamage”**), either Seller or Purchaser shall have the option, exercisable
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by written notice delivered to the other within ten (10) business days after Seller’s noticeof damage to Purchaser, to terminate this Agreement by written notice to the other party. IfPurchaser or Seller elects to terminate this Agreement, the Deposit shall be returned to Purchaser,and thereafter neither party will have any further rights or obligations hereunder, except for anyobligations that expressly survive termination. If neither party elects to terminate thisAgreement, the parties shall proceed to Closing and Purchaser shall receive a credit against thePurchase Price in the amount of the deductible plus all insurance proceeds received by Seller as aresult of such loss and an assignment of Seller’s rights to such insurance proceeds, and thisAgreement shall continue in full force and effect with no further reduction in the Purchase Priceand Seller shall have no further liability or obligation to repair such damage or to replace theProperty.     11. Brokers. Each party represents and warrants that, except for Cain Brothers RE LLC(whose commission Seller agrees to be solely responsible for pursuant to a separate agreementbetween Seller and such broker), it has not engaged the services of or dealt with any broker,salesperson or other person or entity who may claim a commission or other payment in conjunctionwith this Agreement. Each party hereto agrees to indemnify, defend and hold the other partyharmless from and against all loss, claims, costs and expenses (including attorneys’ fees) causedby a breach of the foregoing representation. This section shall survive the delivery of the Deedand any termination of this Agreement.     12. Default.          12.1. By Purchaser. If Purchaser fails to consummate the purchase of the Propertypursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior toClosing for any reason except failure by Seller to perform hereunder, Seller shall be entitled, asits sole remedy (except as provided in Articles 5 and 11 and Section 14.14hereof), to terminate this Agreement and recover the Deposit as liquidated damages and not aspenalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agreethat Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, todetermine and the Deposit is a fair estimate of those damages which has been agreed to in an effortto cause the amount of such damages to be certain.          12.2. By Seller. If Seller defaults in performing any of the Seller’s obligationsunder this Agreement, the Purchaser’s sole remedy shall be either: (i) seek specific performance ofSeller’s obligations hereunder; or (ii) terminate this Agreement and receive a refund of theDeposit. In the event Purchaser elects (ii) above, neither party shall have any further rights orobligations hereunder, except as expressly provided herein. Except as described above, Purchaserhereby expressly waives any right the Purchaser may have to damages (compensatory, consequential orotherwise). IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERSOR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE ORCONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITYARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMONLAW, STATUTE, EQUITY OR OTHERWISE.     13. Condemnation. In the event that any condemnation proceedings are instituted, ornotice of intent to condemn is given, with respect to all or any material portion of any Individual
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Property, Seller shall promptly notify Purchaser thereof. In such event, Purchaser shall havethe option, to be exercised by notice to Seller not later than ten (10) days after receipt of suchnotice from Seller, either to terminate this Agreement and receive the return of the Deposit, inwhich case the parties shall have no further rights or obligations under this Agreement, except forany obligations that expressly survive termination, or to consummate the purchase of the Propertywithout reduction of the Purchase Price, in which event the right to collect any condemnation awardor compensation for such condemnation shall be assigned by Seller to Purchaser at Closing. Failureto give notice of Purchaser’s election within such ten (10) day period shall be deemed a waiver byPurchaser of its right to terminate this Agreement pursuant to the terms of this Article13. For purposes hereof, “material” means such portion of any Individual Property as wouldmaterially impair the current use of such Individual Property.     14. Miscellaneous.          14.1. Time of Essence. EVEN IF NOT SPECIFICALLY NOTED IN A PARTICULAR SECTION HEREIN,TIME IS OF THE ESSENCE WITH RESPECT TO EVERY PROVISION OF THIS AGREEMENT.          14.2. Study Materials. In the event the Purchaser exercises any right herein toterminate this Agreement, the Purchaser shall (i) return to the Seller all of the PropertyInformation provided to the Purchaser by the Seller; and (ii) deliver to the Seller, at no cost,the results of all tests, studies, examinations and investigations that the Purchaser caused to beperformed with respect to the Property.          14.3. Notices. All notices shall be in writing and sent by hand, facsimiletransmission, overnight delivery service or certified mail, return receipt requested, to thefollowing addresses:       If to Seller: c/o LaSalle Investment Management, Inc.    100 East Pratt Street, 20th Floor    Baltimore, Maryland 21202    Attn: Steve Bolen    Facsimile: (410) 347-0612       with copy to: Katten Muchin Rosenman LLP    525 West Monroe    Chicago, Illinois 60661    Attn: Daniel Perlman    Facsimile: (312) 577-8668       If to Purchaser: Cogdell Spencer LP    4401 Barclay Downs Drive, Suite 300    Charlotte, North Carolina 28209    Attn: Matthew H. Nurkin    Facsimile: (704) 940-2959       with copy to: Moore & Van Allen PLLC    100 N. Tryon Street, Suite 4700    Charlotte, North Carolina 28202    Attn: Bryan P. Durrett    Facsimile: (704) 339-5843
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Notices shall be deemed received (i) if hand delivered, when received, (ii) if given by facsimile,when transmitted to the facsimile number specified above during normal business hours andconfirmation of complete receipt is received during normal business hours (provided a copy of thesame is sent by overnight delivery service on the same day), (iii) if given by overnight deliveryservice, the day after being sent prepaid by such overnight delivery service, or (iv) if given bycertified mail, return receipt requested, postage prepaid, three (3) days after posting with theUnited States Postal Service. Either party may change its address by notifying the other party ina manner described above.          14.4. Assignment. Except as otherwise hereinafter expressly provided, this Agreementmay not be assigned by the Purchaser without the Seller’s prior, written consent, which may bewithheld in the Seller’s sole discretion. Purchaser shall have the right, without the Seller’sconsent, to assign the Purchaser’s rights hereunder (a “**Permitted Assignment**”) to any corporation,limited liability company or other entity that is a wholly-owned subsidiary of Purchaser providedwritten notice of such assignment is given to the Seller prior to the date of Closing and suchnotice is accompanied by a fully-executed agreement between the Purchaser and such assignee wherebythe Purchaser assigns the Purchaser’s rights hereunder to such assignee and such assignee assumesthe obligations of the Purchaser under this Agreement. Upon any Permitted Assignment of thisAgreement and prior to Closing, Purchaser shall at all times remain responsible and not be relievedof its liabilities hereunder. Upon any Permitted Assignment of this Agreement and after Closing,Purchaser shall be relieved of all of its liabilities hereunder. In addition to the foregoing, ifPurchaser so requests prior to the Closing, Purchaser may, on the Closing Date and immediatelyprior to the Closing, instruct Seller to convey (and Seller hereby agrees to convey) the VerdugoProperty directly to a third party purchaser who shall acquire the Verdugo Property on the ClosingDate (a “**Third Party Verdugo Purchaser**”). Notwithstanding the conveyance by Seller of the VerdugoProperty directly to such Third Party Verdugo Purchaser, (i) Purchaser shall at all times prior toand after Closing retain all rights and remain responsible and not be relieved of its liabilitiesunder this Agreement with respect to the Verdugo Property, and (ii) the Deed for the VerdugoProperty shall contain a statement that the conveyance of the Verdugo Property to the grantee namedtherein shall not and does not confer any rights on such grantee as a “Purchaser” under thisAgreement.          14.5. Entire Agreement; Construction; Survival. This Agreement sets forth the entireagreement between the parties with respect to the subject matter hereof and supersedes all priornegotiations and agreements, written or oral. This Agreement may be modified only by a writteninstrument duly executed by the Seller and the Purchaser. This Agreement shall be construed,performed and enforced under the laws of Illinois. This Agreement shall bind and inure to thebenefit of the parties hereto and their respective heirs, personal representatives, successors andpermitted assigns, subject to the limitations on assignment contained in Section 14.4above. Each of the representations and warranties of Seller contained in Article 3 willsurvive for a period of sixty (60) days after the Closing Date. Any claim that Purchaser may haveat any time against Seller for a breach of any such representation or warranty, whether known orunknown, which is not asserted by notice from Purchaser to Seller within such sixty
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(60) day period will not be valid or effective, and Seller will have no liability with respectthereto. Following Closing, Purchaser agrees that Seller’s total liability arising out of orrelating to Seller’s obligations under this Agreement and any other documents delivered by Seller,including, without limitation, the Closing Documents, whether by reason of representations,warranties, indemnities or otherwise, shall not exceed the aggregate sum of Six Hundred Thousandand No/100 Dollars ($600,000.00), which liability shall be the several liability of each Sellerbased on the pro rata allocation of the Purchase Price set forth herein**.**Purchaser acknowledgesthat each Seller shall be liable only for those claims arising out the asset it owns and not forclaims arising out the assets the other Sellers own (i.e. Richmond shall be liable only for claimsarising out of the Richmond Property and Verdugo shall be liable only for claims arising out of theVerdugo Property). In no event shall Seller be liable to Purchaser for lost profits orconsequential, incidental or punitive damages of any kind or any other damages or costs beyond thecost of correction.          14.6. Confidentiality. Purchaser and Seller agree to hold all information related tothis transaction in strict confidence, and will not disclose same to any person other thandirectors, officers, employees and agents of each, as well as to consultants, banks or other thirdparties working with Seller or Purchaser in connection with the transaction (“**Related Parties**”), ineach case who need to know such information for the purpose of consummating this transaction. Thisprohibition will not be applicable to disclosure of information required by applicable law, rule orregulation and will not survive the Closing. In addition, at all reasonable times prior toClosing, and for such time following the Closing Date as Purchaser reasonably deems necessary, butnot in excess of one (1) year, Seller shall provide Purchaser and its Related Parties with accessto Seller’s books and records related to the Property as Purchaser and its Related Parties mayreasonably request, and otherwise cooperate with Purchaser and its Related Parties, all atPurchaser’s sole cost and expense, so that Purchaser and/or Purchaser’s auditor(s) may prepareaudited financial statements for the Property, which audited financial statements must comply withRule 3-14 of the Securities Act of 1933, as amended (the “**Audited Financial Statements**”). Sellershall also cooperate with Purchaser and its Related Parties to use commercially reasonable effortsto cause Seller’s external auditor(s) with respect to the Property, to provide to Purchaser and itsRelated Parties, at Purchaser’s sole cost and expense, such auditor(s) work papers and otherinformation reasonably requested by Purchaser and its Related Parties with respect to the Propertyand with an opportunity to meet with a lead audit partner with respect to the auditor’s workperformed in connection with the Property. In connection with the preparation of the AuditedFinancial Statements, if requested, Seller shall execute a customary “auditor’s representationletter” for the benefit of the preparer of the Audited Financial Statements, such letter to be inform and substance acceptable to Seller.          14.7. Counterparts. This Agreement may be executed in counterparts by the parties.It is not necessary that the signatures of the parties appear on the same counterpart orcounterparts. All counterparts shall collectively constitute a single agreement.          14.8. Days. If any action is required to be performed, or if any notice, consent orother communication is given, on a day that is a Saturday or Sunday or a legal holiday in thejurisdiction in which the action is required to be performed or in which is located the intendedrecipient of such notice, consent or other communication, such performance shall be deemed to berequired, and such notice, consent or other communication shall be deemed to be given, on the firstbusiness day following such Saturday, Sunday, or legal holiday. Unless otherwise
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specified herein, all references herein to a “day” or “days” shall refer to calendar days andnot business days.          14.9. Escrow Agent. The Escrow Agent shall hold and disburse the Deposit inaccordance with the terms and provisions hereof and the escrow agreement attached hereto as**Exhibit J** hereto.          14.10. Severability. In the event any one or more of the provisions contained in thisAgreement (except the provisions relating to Seller’s obligations to convey the Property andPurchaser’s obligation to pay the Purchase Price, the invalidity of either of which shall causethis Agreement to be null and void) are held to be invalid, illegal, or unenforceable in anyrespect, such invalidity, illegality, or unenforceability will not affect any other provisionshereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceableprovision had not been contained herein, provided, however, that the parties hereto shall endeavorin good faith to rewrite the affected provision to make it (i) valid and (ii) consistent with theintent of the original provision.          14.11. Individual Sellers. Notwithstanding anything contained in this Agreement tothe contrary, Purchaser acknowledges that any warranties made by Seller with regard to the Propertyshall be deemed made only by the individual entity holding title to the applicable portion of theProperty [i.e. Hanover holds the fee interest in the Richmond Property and Verdugo holds the feeinterest in the Verdugo Property].          14.12. Press Releases. Any release to the public of information with respect to thematters set forth in this Agreement (a “**Release**”) will be made only in the form approved byPurchaser and Seller and their respective counsel unless the Release is required by applicable law.If either Seller or Purchaser is required by applicable law to issue a Release, such party shall,at least two (2) business days prior to the issuance of same, deliver a copy of the proposedRelease to the other party for its review.          14.13. Attorneys’ Fees and Costs. In the event either party is required to resort tolitigation to enforce its rights under this Agreement, the prevailing party in such litigation willbe entitled to collect from the other party all costs, expenses and attorneys’ fees incurred inconnection with such action.          14.14. No Recordation. Without the prior written consent of Seller, there shall be norecordation of either this Agreement or any memorandum hereof, or any affidavit pertaining hereto,and any such recordation of this Agreement or memorandum or affidavit by Purchaser without theprior written consent of Seller shall constitute a default hereunder by Purchaser, whereupon Sellershall have the remedies set forth in Article 12 hereof. In addition to any such remedies,Purchaser shall be obligated to execute an instrument in recordable form releasing this Agreementor memorandum or affidavit, and Purchaser’s obligations pursuant to this Section 14.14shall survive any termination of this Agreement as a surviving obligation.          14.15 Profit Participation. Purchaser agrees that if Purchaser sells the VerdugoProperty for a price in excess of $24,500,000.00 (the “**Trigger Price**”) to any party during thetwelve (12) month period following the Closing Date, Purchaser shall pay to Seller one-half of allsales proceeds in excess of the Trigger Price. The foregoing covenant shall survive the Closingand the delivery of the Deed and shall be set forth in an agreement to be recorded in the
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public records at the Closing. In the event of a conveyance by Seller to a Third Party VerdugoPurchaser on the Closing Date, the foregoing provision shall not apply to any subsequent conveyanceby such Third Party Verdugo Purchaser.(Remainder of Page Intentionally Left Blank;