Exhibit 10.48 AGREEMENT OF PURCHASE AND SALE

Exhibit 10.48

AGREEMENT OF PURCHASE AND SALE

among

THE SELLERS NAMED HEREIN

and

PRIME GROUP REALTY, L.P., the BUYER

As of July 22, 1998

TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS . . . . . . . . . . . . . . . . . . . 2
Section 1.1 DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II

SALE, PURCHASE PRICE AND CLOSING. . . . . . . . . . . . . . 10
Section 2.1 SALE OF ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.2 PURCHASE PRICE; XXXXXXX MONEY . . . . . . . . . . . . . . . . . . . 11
Section 2.3 THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. . . . . . . . 15
Section 3.1 GENERAL SELLER REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . 15
(a) FORMATION; EXISTENCE . . . . . . . . . . . . . . . . . . . . 15
(b) POWER AND AUTHORITY. . . . . . . . . . . . . . . . . . . . . 15
(c) NO CONSENTS. . . . . . . . . . . . . . . . . . . . . . . . . 15
(d) NO CONFLICTS . . . . . . . . . . . . . . . . . . . . . . . . 16
(e) SUBSIDIARIES/ AUTHORITY TO CONDUCT BUSINESS. . . . . . . . . 16
(f) LIMITED LIABILITY COMPANY AGREEMENT. . . . . . . . . . . . . 16
(g) CITY CENTER ASSIGNORS. . . . . . . . . . . . . . . . . . . . 16
(h) RESTRICTIONS UPON ACQUISITION OF INTERESTS . . . . . . . . . 17
(i) TRANSFERABILITY OF INTERESTS . . . . . . . . . . . . . . . . 17
(j) LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . 17
(k) FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 17
(m) INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . 18
(n) FOREIGN PERSON . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS TO THE ASSETS. . . 18
(a) OWNERSHIP OF THE ASSET . . . . . . . . . . . . . . . . . . . 18
(b) CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . 19
(c) SPACE LEASES . . . . . . . . . . . . . . . . . . . . . . . . 19
(d) BROKERAGE COMMISSIONS. . . . . . . . . . . . . . . . . . . . 20
(e) CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . 20
(f) LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . 20
(g) ENVIRONMENTAL VIOLATIONS . . . . . . . . . . . . . . . . . . 21
(h) LOAN DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . 21
Section 3.3 COVENANTS OF THE SELLERS PRIOR TO CLOSING . . . . . . . . . . . . . 21
(a) INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . 21
(b) OPERATION. . . . . . . . . . . . . . . . . . . . . . . . . . 21
(c) NEW CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . 21
(d) NEW SPACE LEASES . . . . . . . . . . . . . . . . . . . . . . 22

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(e) LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . 23
(f) SALE OF TANGIBLE PERSONAL PROPERTY . . . . . . . . . . . . . 23
(g) PERFORMANCE UNDER SPACE LEASES . . . . . . . . . . . . . . . 23
(h) GROUND LEASE ESTOPPEL CERTIFICATES . . . . . . . . . . . . . 23
(i) SPACE LEASE ESTOPPEL CERTIFICATES. . . . . . . . . . . . . . 24
(j) LOAN DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . 25
(k) SECURITY DEPOSITS. . . . . . . . . . . . . . . . . . . . . . 25
(l) DUE DILIGENCE REQUESTS . . . . . . . . . . . . . . . . . . . 25
(m) UPDATING INFORMATION . . . . . . . . . . . . . . . . . . . . 25
(n) REVIEW OF BOOKS AND RECORDS. . . . . . . . . . . . . . . . . 25
(o) ENTITY STATUS. . . . . . . . . . . . . . . . . . . . . . . . 26
(p) PROPERTY MANAGEMENT EMPLOYEES. . . . . . . . . . . . . . . . 26
(q) TAX RETURNS, TAXES . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER . . . . . . . . 26
Section 4.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER. . . . . . . 26
(a) FORMATION; EXISTENCE . . . . . . . . . . . . . . . . . . . . 26
(b) POWER; AUTHORITY . . . . . . . . . . . . . . . . . . . . . . 26
(c) NO CONSENTS. . . . . . . . . . . . . . . . . . . . . . . . . 27
(d) NO CONFLICTS . . . . . . . . . . . . . . . . . . . . . . . . 27
(e) EXAMINATION; NO CONTINGENCIES. . . . . . . . . . . . . . . . 27
(g) BUYER'S AFFILIATE/ASSIGNEE . . . . . . . . . . . . . . . . . 31

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING . . . . . . . . . . . . . . 32
Section 5.1 CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS. . . . . . . . . . . . 32
Section 5.2 CONDITIONS TO THE BUYER'S OBLIGATIONS . . . . . . . . . . . . . . . 32

ARTICLE VI

CLOSING DELIVERIES. . . . . . . . . . . . . . . . . 33

ARTICLE VII

PURCHASE OPTION . . . . . . . . . . . . . . . . . 39
Section 7.1 CITY CENTER RIGHT OF FIRST REFUSAL. . . . . . . . . . . . . . . . . 39

ARTICLE VIII

INSPECTIONS . . . . . . . . . . . . . . . . . . 40
Section 8.1 RIGHT OF INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.2 DUE DILIGENCE PERIOD. . . . . . . . . . . . . . . . . . . . . . . . 41

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ARTICLE IX

TITLE AND PERMITTED EXCEPTIONS. . . . . . . . . . . . . . . . . . . 42
Section 9.1 Permitted Exceptions. . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.2 TITLE REPORT, . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.3 USE OF PURCHASE PRICE TO DISCHARGE TITLE EXCEPTIONS . . . . . . . . 43
Section 9.4 INABILITY TO CONVEY . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 9.5 RIGHTS IN RESPECT OF INABILITY TO CONVEY. . . . . . . . . . . . . . 43
Section 9.6 VOLUNTARY/DE MINIMIS TITLE EXCEPTIONS . . . . . . . . . . . . . . . 44
Section 9.7 THE BUYER'S RIGHT TO ACCEPT TITLE . . . . . . . . . . . . . . . . . 44
Section 9.8 COOPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE X

TRANSACTION COSTS; RISK OF LOSS . . . . . . . . . . . . . . . . . . 45
Section 10.1 TRANSACTION COSTS . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 10.2 RISK OF LOSS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE XI

ADJUSTMENTS . . . . . . . . . . . . . . . . . . 47
Section 11.1 FIXED RENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 11.2 OVERAGE RENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 11.3 GROUND LEASE RENTS. . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 11.4 TAXES AND ASSESSMENTS . . . . . . . . . . . . . . . . . . . . . . . 51
Section 11.5 WATER AND SEWER CHARGES . . . . . . . . . . . . . . . . . . . . . . 52
Section 11.6 UTILITY CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 11.7 CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 11.8 MISCELLANEOUS REVENUES. . . . . . . . . . . . . . . . . . . . . . . 53
Section 11.9 SUPPLIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 11.10 SECURITY DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 11.11 EMPLOYEE COSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 11.12 LEASING COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 11.13 THIRD PARTY LOANS ESCROWS . . . . . . . . . . . . . . . . . . . . . 54
Section 11.14 OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 11.15 RE-ADJUSTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE XII

INDEMNIFICATION . . . . . . . . . . . . . . . . . 55
Section 12.1 INDEMNIFICATION BY THE SELLER . . . . . . . . . . . . . . . . . . . 55
Section 12.2 INDEMNIFICATION BY THE BUYER. . . . . . . . . . . . . . . . . . . . 55
Section 12.3 LIMITATIONS ON INDEMNIFICATION. . . . . . . . . . . . . . . . . . . 55
Section 12.4 SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 12.5 INDEMNIFICATION AS SOLE REMEDY. . . . . . . . . . . . . . . . . . . 56

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ARTICLE XIII

TAX CERTIORARI PROCEEDINGS. . . . . . . . . . . . . . . 56
Section 13.1 PROSECUTION AND SETTLEMENT OF PROCEEDINGS . . . . . . . . . . . . . 56
Section 13.2 APPLICATION OF REFUNDS OR SAVINGS . . . . . . . . . . . . . . . . . 57
Section 13.3 SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE XIV

DEFAULT . . . . . . . . . . . . . . . . . . . 57
Section 14.1 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE XV

MISCELLANEOUS. . . . . . . . . . . . . . . . . . 58
Section 15.1 USE OF BLACKSTONE NAME AND ADDRESS. . . . . . . . . . . . . . . . . 58
Section 15.2 EXCULPATION OF THE SELLER . . . . . . . . . . . . . . . . . . . . . 58
Section 15.3 BROKERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 15.4 CONFIDENTIALITY; . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 15.5 ESCROW PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 15.6 SUCCESSORS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES. . . . . . . . 62
Section 15.7 ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 15.8 FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 15.9 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 15.10 ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 15.11 AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 15.12 NO WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 15.13 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 15.14 SUBMISSION TO JURISDICTION. . . . . . . . . . . . . . . . . . . . . 65
Section 15.15 SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 15.16 SECTION HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 15.17 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 15.18 ACCEPTANCE OF DEED AND ASSIGNMENT . . . . . . . . . . . . . . . . . 65
Section 15.19 PAYMENT OF PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . 66
Section 15.20 CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 15.21 RECORDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 15.22 WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . 66

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Exhibits

Exhibit A - Assignment of Leases
Exhibit A-1 - Assignment and Assumption of Ground Lease
Exhibit A-2 - Assignment and Assumption of Interests
Exhibit B - Assignment of Contracts
Exhibit C - Tenant Notices
Exhibit D - Release
Exhibit E - Special Warranty Deed
Exhibit F - Xxxx of Sale
Exhibit G - FIRPTA Certificate
Exhibit I - Tenant Estoppel Certificate
Exhibit I-1 - IBM Plaza Ground Lease Estoppel Certificate
Exhibit I-2 - City Center Ground Lease Estoppel Certificate
Exhibit J - Form of National City Bank Purchase Option Letter
Exhibit K - Form of Letter of Credit

Schedules

Schedule A - City Center Assignors
Schedule A-1 - Description of IBM Plaza Fee Parcel
Schedule A-2 - Description of IBM Plaza Leasehold Parcel
Schedule A-3 - Description of City Center Fee Parcel
Schedule A-4 - Description of City Center Leasehold Parcel
Schedule B - Existing Title Policy and Survey
Schedule C - Third Party Loans
Schedule C-1 - Instruments Encumbering City Center Interests
Schedule D - Consents
Schedule E - Contracts
Schedule F - Space Leases
Schedule F-1 - Landlord's Work in Progress
Schedule F-2 - Contemplated Leases
Schedule F-3 - Deferred Tenant Improvements
Schedule F-4 - Base Building Work
Schedule G - Brokerage Commissions
Schedule H - Litigation
Schedule I - Security Deposits Held By Seller
Schedule J - Buyer Consents
Schedule K - Outstanding Title Documents

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AGREEMENT OF PURCHASE AND SALE

AGREEMENT OF PURCHASE AND SALE (this "AGREEMENT"), made as of the
23rd day of July, 1998 by and among BRE/Wabash L.L.C. ("WABASH LLC"), a
Delaware limited liability company, each of the entities listed in the column
entitled City Center Assignors of Schedule A attached hereto (each
individually, a "CITY CENTER ASSIGNOR" and collectively, the "CITY CENTER
ASSIGNORS"; Wabash LLC and each of the City Center Assignors shall
individually be referred to as a "SELLER" and collectively as the "SELLERS"),
and PRIME GROUP REALTY, L.P., a Delaware limited partnership ("BUYER").

BACKGROUND

A. Wabash LLC is the fee owner of the land described on SCHEDULE A-1
attached hereto and the buildings and other improvements located thereon and the
owner of a leasehold interest in and to the parcel of land described on SCHEDULE
A-2 attached hereto, together with the buildings and other improvements located
thereon which are owned in fee (collectively, the "IBM PLAZA PROPERTY").

B. Each City Center Assignor is a member of BRE/City Center L.L.C.
("CITY CENTER LLC"). City Center LLC is the fee owner of the land described on
SCHEDULE A-3 attached hereto and the buildings and other improvements located
thereon and the owner of a leasehold interest in and to the parcel of land
described on SCHEDULE A-4 attached hereto, together with the buildings and other
improvements located thereon (collectively, the "CITY CENTER PROPERTY; the IBM
Plaza Property and the City Center Property shall be known each individually, as
a "PROPERTY" and collectively, as the "PROPERTIES").

C. The IBM Plaza Property, together with the Asset-Related Property
(as defined below) with respect thereto shall be referred to as the "IBM ASSET".
The membership, beneficial and other ownership interests in City Center LLC
owned by the City Center Assignors shall be referred to herein as the
"INTERESTS", and the Interests, together with the Asset Related Property, to the
extent such Asset-Related Property is related to the Interests, shall be
referred to as the "CITY CENTER ASSET". The IBM Asset and the City Center Asset
shall be individually referred to herein as an "ASSET", and collectively, as the
"ASSETS".

D. The Sellers desire to sell to the Buyer, and the Buyer desires to
purchase from the Sellers, the Assets on the terms and conditions hereinafter
set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section I.1 DEFINED TERMS. The capitalized terms used herein will
have the following meanings.

"AGREEMENT" shall mean this Agreement of Purchase and Sale and all
amendments hereto, together with the exhibits and schedules attached hereto, as
the same may be amended, restated, supplemented or otherwise modified.

"ASSET" shall have the meaning assigned thereto in "Background"
paragraph C.

"ASSET FILE" shall mean the materials with respect to the Assets
previously delivered, or to be delivered prior to the Due Diligence Expiration
Date to the Buyer or its representatives by or on behalf of the Sellers or
materials requested by the Buyer as a part of its due diligence review and
located or placed at the relevant Property for purposes of such review prior to
the Due Diligence Expiration Date.

"ASSET-RELATED PROPERTY" shall have the meaning assigned thereto in
subsection 2.1(b).

"ASSIGNMENT OF CONTRACTS" shall have the meaning assigned thereto in
Article VI.

"ASSIGNMENT OF LEASES" shall have the meaning assigned thereto in
Article VI.

"BASKET LIMITATION" shall mean, with respect to the IBM Plaza Property
and the City Center Property, an amount equal to one percent (1%) of the First
Closing Installment and the Second Closing Installment, respectively.

"XXXX OF SALE" shall have the meaning assigned thereto in Article VI.

"BREA" shall mean Blackstone Real Estate Acquisitions L.L.C.

"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day on which banks are authorized or

required by law to be closed in Chicago, Illinois or New York City, New York.

"BUYER" shall have the meaning assigned thereto in the Preamble to
this Agreement.

"BUYER'S LEASING COSTS" shall have the meaning assigned thereto in
Subsection 11.12(a).

"BUYER-RELATED ENTITIES" shall have the meaning assigned thereto in
subsection 12.1.

"CAP LIMITATION" shall mean with respect to the IBM Plaza Property and
the City Center Property, respectively, an amount equal to four percent (4%) of
the First Closing Installment and the Second Closing Installment, respectively.
For the avoidance of doubt, the Cap Limitation with respect to the City Center
Property shall be reached when the aggregate sum of all monies payable by,
collectively, the City Center Assignors, pursuant to any and all of the
indemnities provided for in this Agreement, equals 4% of the Second Closing
Installment.

"CIGNA LOAN" shall mean the loan from Connecticut General Life
Insurance Company and Xxxxxx Hessen-Thuringen Girozentrale to Wabash LLC secured
by the IBM Plaza Property.

"CIGNA LOAN CLOSING BALANCE" shall have the meaning assigned thereto
in subsection 2.2(d).

"CITY CENTER ASSIGNORS" shall have the meaning assigned thereto in the
Preamble of this Agreement.

"CITY CENTER XXXXXXX MONEY" shall mean an amount equal to $15,000,000
including all interest earned thereon, which in accordance with the terms of
this Agreement, may be in the form of cash or a Letter of Credit.

"CITY CENTER LLC" shall have the meaning assigned thereto in
"Background" paragraph B.

"CITY CENTER PROPERTY" shall have the meaning assigned thereto in
"Background" paragraph B.

"CLOSING" shall mean with respect to the IBM Property, the First
Closing, and with respect to the Interests, the Second Closing.

"CLOSING DATE" with respect to the IBM Plaza Property and City Center
Property, respectively, shall mean the First Closing Date and the Second Closing
Date, respectively.

"COMPLYING TITLE POLICY" shall have the meaning set forth in Section
2.2(b)(ii).

"CONDITION OF THE ASSETS" shall have the meaning assigned thereto in
subsection 4.1(f).

"CONTEMPLATED LEASES" shall mean those Space Leases identified on
Schedule F-2.

"CONTRACTS" shall have the meaning assigned thereto in Subsection
2.1(b).

"DEED" shall have the meaning assigned thereto in Article VI.

"DESIGNATED ASSIGNOR" shall mean that certain City Center Assignor
designated by the remainder of the City Center Assignors (a) to receive and
distribute the Second Closing Installment on behalf of the remainder of the City
Center Assignors and (b) to perform certain other obligations designated by the
remainder of the City Center Assignors.

"DUE DILIGENCE EXPIRATION DATE" shall have the meaning assigned
thereto in subsection 8.2(a).

"XXXXXXX MONEY" shall have the meaning assigned thereto in subsection
2.2(b).

"EASTDIL" shall mean Eastdil Realty Company, L.L.C.

"ESCROW ACCOUNT" shall have the meaning assigned thereto in subsection
15.5(a).

"ESCROW AGENT" shall have the meaning assigned thereto in subsection
2.2(b)(i).

"EXISTING SURVEY" shall mean the survey with respect to the Property
listed on SCHEDULE B attached hereto.

"EXISTING TITLE POLICY" shall mean the title policy with respect to
the Property listed on SCHEDULE B attached hereto.

"FINANCIAL STATEMENTS" shall have the meaning assigned thereto in
subsection 3.1(j),

"FIRST CLOSING" shall have the meaning assigned thereto in subsection
2.3(a).

"FIRST CLOSING DATE" shall have the meaning assigned thereto in
subsection 2.3(a).

"FIRST CLOSING INSTALLMENT" shall have the meaning assigned thereto in
subsection 2.2(a).

"FIXED RENTS" shall have the meaning assigned thereto in subsection
11.1(a).

"GARAGE PARCEL LEASE" shall mean the lease entered into between
International Business Machines Corporation, as tenant, and Xxxxxx Ortsteifen
Xxxx and Xxxxxx X. Xxxxx, as trustees, et al., as Landlord, on December 20,
1968, a memorandum of which was filed for record on January 10, 1969, as
document number 20724873, in the Office of the Recorder, Xxxx County, Illinois,
as same was assigned by Assignment, Acceptance and Assumption of Seller's Right,
Title and Interest to Garage Parcel Lease and Deed to Improvements, from IBM to
Wabash LLC dated August 30, 1996 and filed for record on September 3, 1996, as
document number 96671600, in the Office of the Recorder, Xxxx County, Illinois.

"GROUND LEASES" shall mean the Garage Parcel Lease and the National
City Bank Lease.

"GROUND LEASE ESTOPPEL CERTIFICATE" shall mean with respect to the
Garage Parcel Lease and the National City Bank Lease, respectively, the IBM
Ground Lease Estoppel Certificate and the City Center Ground Lease Estoppel
Certificate, respectively.

"HAZARDOUS MATERIALS" shall have the meaning assigned thereto in
subsection 4.1(f).

"IBM ASSET" shall have the meaning assigned thereto in "Background"
paragraph C.

"IBM XXXXXXX MONEY" shall mean an amount equal to $5,000,000,
including all interest earned thereon, which, in accordance with the terms of
this Agreement, may be in the form of cash or a Letter of Credit.

"IBM LEASE" shall mean that certain lease between Wabash LLC, as
landlord, and International Business Machines Corporation, as tenant, dated
August 30, 1996.

"IBM PLAZA PROPERTY" shall have the meaning assigned thereto in
"Background" paragraph A.

"INTANGIBLE PERSONAL PROPERTY" shall have the meaning assigned thereto
in subsection 2.1(b).

"INTERESTS" shall have the meaning assigned thereto in background
paragraph "C".

"IRS" shall mean the Internal Revenue Service.

"IRS REPORTING REQUIREMENTS" shall have the meaning assigned thereto
in subsection 15.4(c).

"ISSUING BANK" shall have the meaning assigned thereto in subsection
2.2(e).

"LEASING EXPENSES" shall mean all capital costs, tenant improvement
costs, relocation costs, temporary leasing costs, leasing commissions, legal,
design and other professional fees, and other expenses incurred with respect to
the Space Leases and allowances granted to any tenants in lieu of any of the
above.

"LETTER OF CREDIT" shall have the meaning assigned thereto in
Subsection 2.2(e).

"LOAN DOCUMENTS" shall mean, with respect to the Cigna Loan and the
NY Life Loan, respectively, all documents evidencing and securing each such
loan, respectively.

"LOSSES" shall have the meaning assigned thereto in subsection 12.1.

"NATIONAL CITY BANK LEASE" shall mean the lease entered into between
The Xxxx Realty Company, as lessor, and National City Bank, as lessee, a
memorandum of which was filed for record on October 26, 1976 and recorded in
Volume 515, Page 1 of Cuyahoga County, Ohio Lease Records, the lessee's interest
therein having been assigned to National City Center Joint Venture by Assignment
of Lease filed for record on October 21, 1977 and recorded in Volume 523, Page
47, of Cuyahoga County, Ohio Lease Records, and from National City Center Joint
Venture to Euclid-Ninth Community Urban Redevelopment Corporation by Assignment
of Lease filed for record on December 12, 1977 and recorded in Volume 524, Page
469, of Cuyahoga County, Ohio Lease Records and from Euclid-Ninth Community
Urban Redevelopment Corporation to City Center LLC by Assignment and Assumption
of the Xxxx Lease dated as of February 10, 1998 and recorded in Volume 98-1563,
Page 20 of Cuyahoga County records.

"NCB SPACE LEASE" shall mean that certain Agreement of Lease between
City Center LLC, as successor in interest to National City Center Joint Venture,
as landlord, and National City Bank, as tenant.

"NY LIFE LOAN" shall mean the loan from New York Life Insurance
Company to City Center LLC secured by the City Center Property.

"NY LIFE LOAN CLOSING BALANCE" shall have the meaning assigned thereto
in subsection 2.2(d).

"OPTION NOTICE" shall have the meaning assigned thereto in Article
VII.

"OVERAGE RENT" shall have the meaning assigned thereto in subsection
11.2(a).

"PERMITTED EXCEPTIONS" shall mean with respect to each Property, (i)
excluding any affirmative coverage and affirmative insurance with respect
thereto, the matters set forth in the Existing Title Policy or the Existing
Survey, (ii) the Ground Lease, Space Leases, and Contracts affecting the
Property and any Space Leases, or Contracts entered into after the date hereof,
in accordance with the terms of this Agreement, (iii) liens for current real
estate taxes which are not yet due and payable, (iv) standard exclusions and the
terms and provisions contained in forms of title insurance policies, subject to
Seller causing the Title Company to provide extended coverage over the general
title exceptions, except those exclusions and conditions and stipulations which
customarily remain in fee and leasehold title insurance policies in the
jurisdiction in which the relevant Property is located and the rights of tenants
under leases (v) subject to the adjustments provided for herein and if a lien,
any service, installation, connection or maintenance charge due after Closing
and charges for sewer, water, electricity, telephone, cable television or gas,
excluding mechanic's liens, (vi) as to assets which are not real property,
rights of vendors and holders of security interests on personal property
installed on the relevant Property and owned by tenants and rights of tenants to
remove trade fixtures at the expiration of the term of the Space Leases of such
tenants, (vii) matters contained in the updated title commitment or survey with
respect to each Property obtained by the Buyer as required under Section 9.2
which matters do not qualify as Permitted Exceptions under one of the other
clauses of this definition and with respect to which either (A) the Buyer has
not raised an objection within the time period required in Section 9.2 or (B)
the Buyer has raised an objection within the time period required in Section 9.2
and the Seller has not agreed to cause such title exception to be removed prior
to Closing, provided Buyer either waives such objecion at or prior to the
relevant Closing or Buyer closes the relevant portion of the transaction despite
such objection (viii) liens securing the Third Party Loans affecting the
applicable Property (the matters described in clauses (i) through (viii) above,
collectively, the "PERMITTED EXCEPTIONS").

"PERSON shall mean a natural person, partnership, limited partnership,
limited liability company, corporation, trust, estate, association,
unincorporated association or other entity.

"PROPERTY" shall have the meaning assigned thereto in "Background"
paragraph B.

"PROPERTY OWNER" shall mean with respect to the IBM Plaza Property,
Wabash LLC, and with respect to the City Center property, City Center LLC.

"PURCHASE PRICE" shall have the meaning assigned thereto in subsection
2.2(a).

"REPAYMENT COSTS" shall have the meaning assigned thereto in
subsection 2.2(d).

"REPLACED TENANTS" shall have the meaning set forth in subsection
3.3(i).

"REPLACEMENT TENANTS" shall have the meaning assigned thereto in
subsection 3.3(i).

"REPORTING PERSON" shall have the meaning assigned thereto in
subsection 15.4(c).

"SECOND CLOSING" shall have the meaning assigned thereto in subsection
2.3(b).

"SECOND CLOSING DATE" shall have the meaning assigned thereto in
subsection 2.3(b).

"SECOND CLOSING INSTALLMENT" shall have the meaning assigned thereto
in subsection 2.2(a).

"SELLER" shall have the meaning assigned thereto in the Preamble to
this Agreement.

"SELLER-RELATED ENTITIES" shall have the meaning assigned thereto in
subsection 12.2.

"SELLER'S KNOWLEDGE" shall mean the actual knowledge of the Seller
based upon the actual knowledge of Xxxx X. Xxxxxx and Xxxxxxxx Xxxxxxx without
any duty on the part of any such executive officer or other Person to conduct
any independent investigation or make any inquiry of any Person.

"SELLER'S LEASING COSTS" shall have the meaning assigned thereto in
subsection 11.12(b).

"SPACE LEASES" shall have the meaning assigned thereto in subsection
2.1(b).

"SURVIVAL PERIOD" shall have the meaning assigned thereto in
subsection 12.4.

"TANGIBLE PERSONAL PROPERTY" shall have the meaning assigned thereto
in Section 2.1(b).

"TENANT ESTOPPEL CERTIFICATE" shall have the meaning assigned thereto
in subsection 3.3(i).

"TENANT NOTICES" shall have the meaning assigned thereto in Article
VI.

"THIRD PARTY LOANS" shall mean the Cigna Loan and the NY Life Loan.

"UCC" shall mean the Uniform Commercial Code adopted by the state in
question.

"UNION CONTRACTS" shall mean, with respect to the IBM Plaza Property
and the City Center Property, respectively, contracts with Operating Engineering
Local 399, and International Union of Operating Engineers local 186 and its
branches, respectively.

"VOLUNTARY/DE MINIMIS TITLE EXCEPTIONS" shall mean title exceptions
affecting the Properties that are (i) knowingly and intentionally created by the
Seller or City Center LLC, as applicable, after the date of this Agreement
through the execution by the Seller or City Center LLC of one or more
instruments creating or granting such title exceptions, or (ii) dischargeable by
the payment of not more than $600,000 (which $600,000 shall be the maximum
aggregate amount required to be spent by the Sellers, collectively, in
connection with all title exceptions, other than those referenced in (i) above,
that arise with respect to the Properties), or (iii) without regard to the cap
in clause (ii) above, mechanic's or materialman's liens arising from nonpayment
for any work to be performed by Seller in connection with Seller's existing
lease obligations which are more particularly set forth in Section 11.12 hereof
and on SCHEDULE F-1 AND F-4 attached hereto; provided, however, that the term
"Voluntary/De Minimis Title Exceptions" as used in this Agreement shall not
include the following: (a) any Permitted Exceptions; (b)(1) Space Leases for the
relevant Property and ; (b)(2) any title exception created pursuant to a Space
Lease for the Property by the tenant thereunder, provided such tenant has the
express right under such Space Lease to create such title exception; (c) any
title exceptions that are approved, waived or deemed to have been approved or
waived by the Buyer pursuant to the terms of this Agreement or that are created
in accordance with the provisions of this Agreement; (d) any title exceptions
which, pursuant to a Space Lease for the relevant Property or otherwise, are to
be discharged by a tenant or occupant of such Property; (e) except as set forth
in (iii) of the definition of Voluntary/De Minimis Title Exceptions, mechanic's
or materialman's liens which, when aggregated with any sums required to
discharge title exceptions pursuant to the provisions of (ii) and sums required
to pay any federal tax liens, exceed $600,000 or (f) any federal tax liens,
which when aggregated with any sums required to discharge title exceptions
pursuant to the provisions of (ii) and sums required to discharge any mechanic's
liens, exceed $600,000.

"WABASH LLC" shall have the meaning assigned thereto in the Preamble
to this Agreement.

ARTICLE II

SALE, PURCHASE PRICE AND CLOSING

Section 2.1 SALE OF ASSETS. (a) On the First Closing Date (as
hereinafter defined) and pursuant to the terms and subject to the conditions set
forth in this Agreement, Wabash LLC shall sell to the Buyer, and the Buyer shall
purchase from Wabash LLC, the IBM Asset. On the Second Closing Date (as
hereinafter defined) and pursuant to the terms and subject to the conditions set
forth in this Agreement, the City Center Assignors shall sell to the Buyer, and
the Buyer shall purchase from City Center Assignors, the Interests.

(b) The transfer of each Asset to the Buyer shall include the
transfer, directly or indirectly, of all Asset-Related Property with respect to
such Asset. For purposes of this Agreement, "ASSET-RELATED PROPERTY" shall mean
with respect to the IBM Plaza Property, all of Wabash LLC's right, title and
interest, and with respect to the City Center Property, all of the City Center
Assignors' right, title and interest (to the extent, by operation of law, the
City Center Assignors own such right title and interest), in and to (A) all
easements, covenants and other rights appurtenant to said Property and all
right, title and interest of the Seller, if any, in and to any land lying in the
bed of any street, road, avenue or alley or any other right of way, open or
closed, in front of or adjoining said Property, (B) all furniture, fixtures,
equipment and other tangible personal property (except items owned or leased by
tenants from third parties or which are leased by the Seller (provided, however,
that, in the case of the IBM Property, Seller shall assign such leases to Buyer,
in accordance with this Agreement) which are now, or may hereafter prior to the
Closing Date be, placed in, attached to, situated in or upon such Property
(collectively, with all additions and replacements thereof, the "TANGIBLE
PERSONAL PROPERTY"), (C) to the extent they may be transferred under applicable
law, all licenses, franchises, certifications, approvals, permits and
authorizations presently issued in connection with the operation, ownership and
maintenance of all or any part of the relevant Property as it is presently being
operated, (D) to the extent assignable, all warranties, if any, issued or
assigned to the Seller by any manufacturer or contractor in connection with
construction or installation of equipment or any component of the improvements
included as part of the relevant Property, (E) to the extent assignable, all
service, supply and maintenance contracts including commitments therefor (if
any) held by the relevant Seller with respect to its Property, including,
without limitation, those contracts listed on SCHEDULE E attached hereto
(collectively, the "CONTRACTS"), (F) to the extent assignable by the relevant
Seller, all trade names, logos, designs, trademarks, service marks, copyrights
and other general intangibles and intellectual property relating to the
Property, including, without limitation, but limited, nonetheless, to the extent

assignable and subject to the provisions of the applicable Space Lease (Article
17 under the IBM Lease and Paragraph 36 of the NCB Space Lease), the name "IBM
Plaza" with respect to the IBM Plaza Property and the name "National City
Center" with respect to the City Center Property (collectively, the "INTANGIBLE
PERSONAL PROPERTY") and (G) all leases, licenses, contracts and other
agreements, to the extent transferable, for the use and occupancy of all or any
part of the relevant Property (the "SPACE LEASES") and all security and escrow
deposits (including any interest or other amounts accrued or earned thereon)
that are required to be returned to tenants pursuant to Space Leases held by the
appropriate Property Owner in connection with any such leases, licenses,
contracts and other agreements. For avoidance of doubt, it is understood and
agreed that the interests of the City Center Assignors in and to the City Center
Property and the Asset-Related Property with respect thereto are indirect and
derivative by virtue of their membership Interests in City Center LLC and no
direct assignment of property rights is intended to occur by the City Center
Assignors with respect to the Asset-Related Property except to the extent that
the City Center Assignors are direct holders of such rights.

Section 2.2 PURCHASE PRICE; XXXXXXX MONEY. (a) The consideration
for the Assets shall be equal to Three Hundred and Fifty Million Dollars
($350,000,000.00) (the "PURCHASE PRICE"), subject to the prorations and credits
as hereinafter provided in this Agreement, which shall be paid to the Sellers in
two installments: (i) the first such installment to be an amount equal to Two
Hundred Thirty Three Million Three Hundred Thousand Dollars ($233,300,000.00)
(the "FIRST CLOSING INSTALLMENT") and (ii) the second such installment to be an
amount equal to One Hundred Sixteen Million Seven Hundred Thousand Dollars
($116,700,000.00) (the "SECOND CLOSING INSTALLMENT").

(b) The Purchase Price shall be paid to the Seller as follows:

(i) upon execution of this Agreement, the Buyer shall deposit with
Title Associates Inc., as escrow agent ("ESCROW AGENT"), either (a) cash in
an amount equal to Twenty Million Dollars ($20,000,000.00) in immediately
available funds by wire transfer to such account as Escrow Agent shall
designate to the Buyer, (b) two Letters of Credit (as defined in Section
(e) below) one in the amount of the IBM Xxxxxxx Money and the other in the
amount of the City Center Xxxxxxx Money, (c) one Letter of Credit in an
amount equal to the IBM Xxxxxxx Money and a cash deposit (in the manner
described above) in the amount of the City Center Xxxxxxx Money or (d) one
Letter of Credit in an amount equal to the City Center Xxxxxxx Money and a
cash deposit (in the manner described above) in the amount equal to the IBM
Xxxxxxx Money (such cash and/or Letters of Credit together with any
interest earned thereon, shall be referred to as the "XXXXXXX MONEY"); the
Xxxxxxx Money shall be held in escrow

in accordance with the provisions of Section 15.5 and shall be
nonrefundable to the Buyer except as otherwise set forth in this Agreement,
including, without limitation, Article VIII below. If Buyer does not
deliver the Xxxxxxx Money on the date of this Agreement, the Sellers shall
have the right, at their option, to terminate this Agreement and upon such
termination Sellers shall have no further obligations hereunder; and

(ii) on the First Closing Date, simultaneously with the delivery by
the Title Company of a marked commitment for an ALTA form 1992 Owner's and
Leasehold Owner's Title Insurance Policy in the amount of the First Closing
Installment, subject only to the Permitted Exceptions with extended
coverage endorsements (a "COMPLYING TITLE POLICY") (provided that the sole
conditions to the effectiveness thereof are that Buyer shall have
completed, or is simultaneously completing, all of its Closing obligations
and deliveries in accordance with this Agreement, including payment of the
First Closing Installment), the Buyer shall deliver to Wabash LLC in
immediately available funds by wire transfer to such account or accounts
that Wabash LLC shall designate to the Buyer, and subject only to the
closing adjustments as provided for in Article XI of this Agreement, an
amount equal to the difference between (x) the First Closing Installment
and (y) the sum of (1) the IBM Xxxxxxx Money, unless Buyer delivered the
IBM Xxxxxxx Money in the form of a Letter of Credit (in which case the IBM
Xxxxxxx Money will not be credited against the First Closing Installment
and the Letter of Credit shall be returned to Buyer at the First Closing)
and (2) the Cigna Loan Closing Balance, whether assumed or paid (and
accordingly,after the First Closing, the Xxxxxxx Money shall be the City
Center Xxxxxxx Money); and

(iii) on the Second Closing Date, simultaneously with the delivery of
(A) a Complying Title Policy (provided that the sole conditions to the
effectiveness thereof are that Buyer shall have completed, or is
simultaneously completing, all of its Closing obligations and deliveries in
accordance with this Agreement, including payment of the Second Closing
Installment) and (B) the City Center Assignors' Interests free and clear of
any and all liens, encumbrances, pledges and other matters affecting the
Interests (in accordance with the terms of this Agreement), the Buyer shall
deliver to the City Center Assignors or the Designated Assignor in
immediately available funds by wire transfer to such account or accounts
that the Designated Assignor shall designate to the Buyer, and subject only
to the closing adjustments as provided for in Article XI of this Agreement,
an amount equal to the difference between (x) the Second Closing
Installment and (y) the sum of (1) the City Center Xxxxxxx Money, unless
Buyer delivered the City Center Xxxxxxx Money in the form of a Letter of
Credit (in which case the City

Center Xxxxxxx Money will not be credited against the Second Closing
Installment and the Letter of Credit shall be returned to Buyer at the
Closing) and (2) the NY Life Loan Closing Balance, whether assumed or paid;
and

(d) Upon the First Closing, the Buyer, at its option, shall either
assume or repay the outstanding balance of principal and interest on the Cigna
Loan (collectively, the "CIGNA LOAN CLOSING BALANCE"). Upon the Second Closing,
the Buyer shall, at its option, either repay the outstanding balance of
principal and interest on the NY Life Loan (collectively, the "NY LIFE LOAN
CLOSING BALANCE") or acquire the City Center Interests, subject to the
outstanding balance of principal and interest on the NY Life Loan, it being
understood that City Center LLC is the borrower under the terms of the NY Life
Loan and the NY Life Loan encumbers the City Center Property. In addition to
the Purchase Price, the Buyer agrees to pay (i) all prepayment, due on sale and
similar amounts, if any, payable to holders of the Third Party Loans in
connection with the transfer of the Assets and the repayment of such Third Party
Loans in connection therewith (provided that to the extent that the prepayment
fees and other amounts actually paid with respect to the Third Party Loans
exceed $6,300,000, Buyer and Seller shall each pay one-half of all additional
fees above and beyond the $6,300,000 until such fees exceed $9,900,000, at which
time all additional prepayment fees and other amounts to be collected shall be
paid solely by Buyer), and all breakage costs under any interest rate swap, cap
or similar agreement relating to the Third Party Loans (other than any such
costs not set forth in the Loan Documents or written requests previously
received by Buyer), (ii) all assumption fees and similar amounts in connection
with the assumption and retention of such Third Party Loans and (iii) all legal
fees, title fees, other fees and closing costs required by the holders of the
Third Party Loans in connection with the assumption, retention or repayment
thereof (collectively, the "REPAYMENT COSTS"). Notwithstanding anything to the
contrary contained herein, the repayment, retention or assumption of the Third
Party Loans including, without limitation, all Repayment Costs in connection
therewith, shall be the sole responsibility of Buyer hereunder. Seller hereby
agrees to reasonably cooperate in connection with Buyer's assumption or
repayment of the Cigna Loan and the NY Life Loan, including, without limitation,
executing any and all instruments reasonably necessary and specifically required
by either the NY Life lender or the Cigna lender to effectuate same.

(e) As provided in subsection 2.2(b) above, Buyer, in its discretion,
may deposit with Escrow Agent either or both of the IBM Xxxxxxx Money and the
City Center Xxxxxxx Money as required to be delivered pursuant to Section (b)(i)
above by delivering to the Escrow Agent (in lieu of a cash deposit) clean,

irrevocable, unconditional letters of credit (the "LETTER OF CREDIT"), in
substantially the same form and substance shown by the letter of credit annexed
hereto as EXHIBIT K issued by (and drawable upon) The Chase Manhattan Bank, Bank
of Boston or any other commercial bank which is a member of the New York
Clearing House with branch offices for banking purposes (including draws under
such Letter of Credit) in the City of New York and having a net worth of not
less than $500,000,000. The issuer of the Letter of Credit is hereinafter
referred to as the "ISSUING BANK". The Letter of Credit shall have a term of
not less than one year, name the Escrow Agent as beneficiary, be in the face
amount of $5,000,000 with respect to the IBM Xxxxxxx Money and $15,000,000 with
respect to the City Center Xxxxxxx Money, and otherwise be reasonably
satisfactory to Sellers in all respects. The Issuing Bank, if directed by
Escrow Agent in accordance with this Agreement (pursuant to Seller's
instructions in accordance with the terms of Section 15.5 hereof), shall pay
either or both of the IBM Xxxxxxx Money and the City Center Xxxxxxx Money to the
Escrow Agent, each upon presentation of the Letter of Credit and a sight draft
in the amount to be drawn.

Section 2.3 THE CLOSING. (a) The first closing of the purchase and
sale of the Assets (the "FIRST CLOSING") shall take place on or before September
15, 1998, on a date mutually acceptable to both parties (provided such mutually
acceptable date is earlier than September 15, 1998; the "FIRST CLOSING DATE"),
at which First Closing, subject to the terms and in accordance with the
provisions of this Agreement, including the condition that Buyer deliver to
Seller the First Closing Installment, Seller shall convey to the Buyer its
right, title and interest in and to the IBM Plaza Property.

(b) The second closing of the purchase and sale of the Assets (the
"SECOND CLOSING") shall take place on or before January 15, 1999, but not prior
to January 1, 1999, on a date mutually acceptable to both parties (provided such
date is earlier than January 15, 1999; the "SECOND CLOSING DATE"), at which
Second Closing, subject to the terms and in accordance with the provisions of
this Agreement, including the condition that Buyer deliver to the City Center
Assignors the Second Closing Installment, the City Center Assignors shall assign
to the Buyer all of their right, title and interest in and to the Interests.

(c) The Closings shall be held on the First Closing Date and the
Second Closing Date, respectively, at 10:00 A.M. at the offices of Xxxxxxx
Xxxxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New York, or at such other
location agreed upon by the parties hereto.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER

Section 3.1 GENERAL SELLER REPRESENTATIONS AND WARRANTIES. Wabash
LLC, City Center LLC and each City Center Assignor hereby represents, warrants
and covenants to the Buyer as of the date hereof and as of the Closing Date,
with respect to itself and, to the extent applicable, the Property owned and/or
the Assets being sold or assigned by such party, as follows:

(a) FORMATION; EXISTENCE. It is a limited partnership or limited
liability company or corporation, as applicable, duly formed, validly
existing, in good standing under the laws of the state of Delaware and each
of Wabash LLC and City Center LLC, respectively, is, or will at Closing be,
qualified to do business in the State in which the Property owned by Wabash
LLC and City Center LLC, respectively, is located, unless the absence of
such qualification does not materially adversely affect the Property
Owner's ownership or ability to convey the Property located in that
jurisdiction or performance of its other obligations under this Agreement.

(b) POWER AND AUTHORITY. It has all requisite power and authority to
enter into and deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the
transactions provided for in this Agreement have been duly authorized by
all necessary action on its part. This Agreement has been duly executed
and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights and by
general principles of equity (whether applied in a proceeding at law or in
equity).

(c) NO CONSENTS. Except (i) as set forth in SCHEDULE D and (ii) for
any consent, license, approval, order, permit, authorization, registration,
filing or declaration, the failure of which to obtain will not adversely
affect (A) the individual Seller's ability to consummate the transactions
contemplated by this Agreement, (B) the applicable Seller's or Property
Owner's ownership of its Asset or Property or (C) in a material adverse
manner, the operation or value of the relevant Property, as applicable, to
Buyer, no consent, license, approval, order, permit or authorization of, or
registration, filing or declaration with, any court, administrative agency
or commission or other governmental authority or instrumentality, domestic
or foreign, is required to be obtained or made in connection

with the execution, delivery and performance of this Agreement or any of
the transactions required or contemplated hereby.

(d) NO CONFLICTS. The execution, delivery and compliance with, and
performance of the terms and provisions of, this Agreement, and the sale of
the Asset owned by each Seller, will not (i) conflict with or result in any
violation of the relevant Seller's organizational documents, (ii) except as
set forth on SCHEDULE D, to each Seller's knowledge, conflict with or
result in any violation of any provision of any bond, note or other
instrument of indebtedness, contract, indenture, mortgage, deed of trust,
loan agreement, lease or other agreement or instrument to which such Seller
or Property Owner is a party in its individual capacity, or (iii) violate
any existing term or provision of any order, writ, judgment, injunction,
decree, statute, law, rule or regulation applicable to that Seller or its
assets or properties except, in each case, for any conflict or violation
which (A) will not adversely affect (1) the relevant Seller's ability to
consummate the transactions contemplated by this Agreement, (2) the
ownership of the relevant Asset or Property (3) in a material adverse
manner, the operation by either Wabash LLC or City Center LLC of the
particular Property owned thereby or value thereof or (B) arises under the
documents evidencing or securing the Third Party Loans.

(e) SUBSIDIARIES/ AUTHORITY TO CONDUCT BUSINESS. City Center LLC has
no subsidiaries. Except to the extent that the absence of such power does
not materially adversely affect the Property Owner's ownership or ability
to convey the Property located in that jurisdiction or performance of its
other obligations under this Agreement, City Center has full power and
authority to carry on the lines of business it currently conducts and to
own, lease and use the properties owned, leased and used by it.

(f) LIMITED LIABILITY COMPANY AGREEMENT. That certain BRE/City
Center L.L.C. Limited Liability Company Agreement dated as of December 2,
1997, a copy of which was previously delivered to Buyer, (i) constitutes
the entire agreement between the City Center Assignors with respect to City
Center LLC and (ii) has not been amended or modified.

(g) CITY CENTER ASSIGNORS. As of the date of this Agreement and as
of the Closing Date, the identity of each City Center Assignor, and the
respective percentage ownership interest of each City Center Assignor, is
set forth on SCHEDULE A. The City Center Assignors are the owners of all
of the issued and outstanding interests in City Center LLC free and clear
of any and all liens, claims, encumbrances and security interests. None of
the Interests in City Center LLC listed here on Schedule A have been

transferred, assigned, sold, hypothecated, pledged or encumbered.

(h) RESTRICTIONS UPON ACQUISITION OF INTERESTS. Except as set forth
in this Agreement and except with respect to any right of first refusal or
purchase option affecting the City Center Property and in connection with
the NY Life Loan, there are no subscriptions, warrants, options, conversion
rights or other agreements of any kind to purchase or otherwise acquire or
sell any City Center Assignor's Interest in City Center LLC.

(i) TRANSFERABILITY OF INTERESTS. Except with respect to the NY Life
Loan and any right of first refusal or purchase option affecting the City
Center Property, to the extent applicable, City Center LLC is not a party
to, and to its knowledge, no City Center Assignor is a party to, any voting
agreement, voting trusts, proxies or any other agreements, instruments or
understandings with respect to the voting of any Interests of City Center
LLC, or any agreements with respect to the transferability of any Interest
in City Center LLC.

(j) LIABILITIES. As of the date reflected on the Financial Statements
(as defined below), City Center does not have any obligations or
liabilities required to be reflected on a balance sheet in accordance with
preparation of a balance sheet on an accrual basis of accounting used for
income tax purposes ("TAX BASIS") other than (a) liabilities reflected on
the unaudited financial statements of City Center LLC internally prepared
on a Tax Basis for the period from December 17, 1997 (inception) to
December 31, 1997 and for the fiscal quarter ending March 31, 1998 and on
the unaudited monthly operating statements of City Center LLC for the
months of January, February and March, 1998, internally prepared on a Tax
Basis for their respective periods (such financial and operating statements
collectively, the "FINANCIAL STATEMENTS"), (b) liabilities arising out of
the NY Life Loan and (c) leases, contracts or other matters disclosed in
this Agreement. The foregoing representation shall not imply that Buyer is
assuming the liabilities set forth on the Financial Statements other than
the NY Life Loan which has an outstanding principal balance of $62,431,033
as of June 10, 1998. Accounts payable and real estate taxes which are
shown on the Financial Statements will be handled in the manner described
in Article XI of this Agreement.

(k) FINANCIAL STATEMENTS. City Center LLC has delivered to the Buyer
prior to the date hereof the Financial Statements, prepared on a Tax Basis,
as the case may be, which Financial Statements are true, correct and
complete and, in accordance with the basis used for their preparation,
fairly present the assets, liabilities and

financial condition of City Center LLC as of the date of such Financial
Statement and the results of operations for the periods then ended, as
applicable.

(l) Between the date that City Center LLC's Financial Statements are
delivered to Buyer and the Second Closing Date, and other than in
connection with (i) the NY Life Loan as requested by Buyer or (ii) as
permitted under the provisions of this Agreement: City Center LLC will not
incur any obligations, contingent or non-contingent liabilities or
liabilities for any charges, long-term leases or unusual forward or
long-term commitments which are not reflected on the balance sheet of City
Center LLC or disclosed hereunder and which could, alone or in the
aggregate, reasonably be expected to have a material adverse effect on the
ownership, operation or value of the City Center Property or the Interests,
unless approved by Buyer, which approval shall not be unreasonably
withheld.

(m) INCOME TAXES. All federal, state, municipal and other income tax
returns and reports required by law to be filed by City center LLC before
the date hereof have been duly executed and filed and with respect to such
income taxes, all taxes, levies, imposts, deductions, or withholdings, and
all liabilities with respect thereto, interest and penalties due have been
paid in full. No such returns have been subject to written requests for
data by, notice for audit by, or under audit by, any taxing authority.

(n) FOREIGN PERSON. The Seller is not a "foreign person" as defined
in Internal Revenue Code Section 1445 and the regulations issued
thereunder.

Section 3.2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS TO THE
ASSETS. Each Seller and Property Owner hereby represents, warrants and
covenants to the Buyer as of the date hereof and as of the Closing Date, with
respect to the relevant Asset and Property owned by such Seller or Property
Owner, as follows:

(a) OWNERSHIP OF THE ASSET. (i) Such Seller or Property Owner is the
owner of the relevant Asset or Property free and clear of any lien, pledge,
charge, security interest, encumbrance, title retention agreement, adverse
claim or restriction except, with respect to either Property Owner, the
Permitted Exceptions and (ii) with respect to the applicable Ground Lease,
each Ground Lease is in full force and effect, neither Seller, nor Property
Owner, has received any notice of default (which remains uncured) and knows
of no event which with the giving of notice or the passing of time or both
will constitute a default under such Ground Lease, and the Sellers and
Property Owners have not terminated or modified or, as

applicable, caused the Property Owner to terminate or modify the relevant
Ground Lease, except as set forth on SCHEDULE A-2 AND A-4. It has the
right to sell the relevant Asset pursuant to the terms of this Agreement.
Upon transfer of the relevant Asset by Seller to the Buyer and upon
delivery by the Buyer to the appropriate Seller of the portion of the
Purchase Price applicable to such Asset, the Buyer will receive the Assets
free and clear of any encumbrances (other than, (i) with respect to the IBM
Plaza Property, and with respect to the indirect interest of the City
Center Assignors in the City Center Property being acquired by virtue of
the acquisition of the Interests, the Permitted Exceptions and (ii) any
encumbrances arising from acts of the Buyer or its affiliates). It has not
prior to the date hereof sold (or entered into an agreement to sell) the
relevant Asset, and with respect to the City Center Property, the City
Center Assignors have not caused City Center LLC to sell (or enter any
agreement to sell) said City Center Property (except for the possible
granting of security interests, all of which, except with respect to the
Third Party Loans with respect to such Asset being assumed or taken subject
to by Buyer, will be terminated prior to the Closing). Other than as set
forth on SCHEDULE C-1 hereto and except as contained in the Loan Documents,
there are no options, instruments or agreements to which any Interest is
bound or pursuant to which any such Interest might be restricted or
otherwise encumbered.

(b) CONTRACTS. The Contracts affecting the relevant Property are
set forth on SCHEDULE E attached hereto and to Seller's knowledge the same
have not been modified or amended, except as shown in such documents.
Neither Seller, nor the relevant Property Owner has received any written
notice of default under any of the Contracts affecting the relevant
Property (which remains uncured).

(c) SPACE LEASES. With respect to the Space Leases listed on
SCHEDULE F AND F-2 attached hereto, (A) such Space Leases constitute all
the leases, licenses or other occupancy agreements relating to the Property
under which Wabash LLC or City Center LLC, respectively, is the holder of
the landlord's interest, (B) such Space Leases have not been modified or
terminated except as stated in SCHEDULE F, (C) such Space Leases contain
the entire agreement between the relevant landlord and the tenants named
therein, (D) except as set forth in SCHEDULE F AND F-2, fixed rent and
additional rent are currently being collected under such Space Leases
without offset, counterclaim or deduction and (E) neither Seller, nor the
relevant Property Owner, has received any written notice of a default
(which remains uncured) or has knowledge of any event which with the giving
of notice or the passage of time or both will constitute a default under
any of the Space Leases. True copies of the Space Leases have been
delivered to the Buyer. Except as

set forth on SCHEDULES F-1 AND F-2, all tenant improvements or other
construction work which as of the date of this Agreement are required to be
performed by the landlord under the Space Leases have been or will be prior
to the relevant Closing Date fully completed or made and paid for.
SCHEDULE I sets forth a true and complete list of security deposits held by
Wabash LLC and City Center LLC, respectively, under the Space Leases.
Except for the Space Leases, or as otherwise set forth in this Agreement or
in the Asset Files, to Seller's and the Property Owner's knowledge, no
other Persons have legal agreements to occupy or possess any portion of the
relevant Property, excluding any subtenants, occupants or licensees
pursuant to any of the Space Leases. Notwithstanding anything contained in
this subsection 3.2(c), from and after the date of this Agreement until the
applicable Closing Date, Buyer shall notify Seller if Buyer discovers an
inconsistency between the representations and warranties contained in this
subsection and any Space Leases which it deems relevant and Buyer's failure
to notify Seller of such inconsistency prior to the applicable Closing
shall constitute a waiver by Buyer of any right or claim Buyer may have
against the relevant Seller and Property Owner with respect to such
inconsistency, including any claims under Article XII of this Agreement.

(d) BROKERAGE COMMISSIONS. There are no brokerage commissions or
finders' fees payable by the relevant Property Owner with respect to the
current or any renewal term of any of the Space Leases affecting either
Property other than those set forth on SCHEDULE G attached hereto and the
Seller has no agreement with any broker with respect to any renewal term of
any Space Lease except as set forth in SCHEDULE G.

(e) CONDEMNATION. There are no pending condemnation, eminent domain
or similar proceedings affecting the relevant Property, and no street
widening, change of grade nor limitations on the use of the street abutting
the Property, nor does such Seller have knowledge that any of the foregoing
is threatened or contemplated.

(f) LITIGATION. Except as disclosed in SCHEDULE H attached hereto,
there are no actions, suits or proceedings pending against or, to Seller's
or Property Owner's knowledge, affecting the relevant Asset, the Property
or Wabash LLC in any court or before or by an arbitration tribunal or
regulatory commission, department or agency which, if adversely determined,
would adversely affect (1) that particular Seller's ability to consummate
the transactions contemplated by this Agreement, (2) the ownership of the
relevant Asset or (3) in a material adverse manner, the operation or value
of the relevant Property. The City Center

Assignors represent that except as disclosed in SCHEDULE H attached hereto,
there are no actions, suits or proceedings pending against or, to its
knowledge affecting the Interests in any court or before or by an
arbitration tribunal or regulatory commission, department or agency.

(g) ENVIRONMENTAL VIOLATIONS. The Seller has not received written
notice of a violation of law with respect to Hazardous Materials on or
about the relevant Property (which has not been cured in accordance with
all applicable federal, state and local laws, statutes, codes, ordinances,
rules, regulation and guidelines).

(h) LOAN DOCUMENTS. The Loan Documents, including all amendments,
modifications and supplements thereto, with respect to the Cigna Loan and
the NY Life Loan are set forth on SCHEDULE C attached hereto, and neither
Wabash LLC or City Center LLC has received any notice of default or
acceleration under the Loan Documents (which remains uncured) and each of
Wabash LLC and City Center LLC, respectively, is current with respect to
payments of principal and interest under the relevant Third Party Loan.
The mortgages and the other Loan Documents which are security documents
executed by Wabash LLC and City Center LLC, respectively, do not secure
debt other than the relevant Third Party Loan.

Section 3.3 COVENANTS OF THE SELLERS PRIOR TO CLOSING. Until
Closing, (i) Wabash LLC or City Center LLC, or the agents of each, with respect
to the IBM Plaza Property and the City Center Property, as applicable, shall,
and (ii) the City Center Assignors shall cause the City Center LLC or its
agents, with respect to the City Center Property to:

(a) INSURANCE. Keep the relevant Property owned by such Property
Owner insured against fire and other hazards covered by the insurance
policies maintained by the Property Owner on the date of this Agreement,
and continue to maintain in effect such Property Owner's comprehensive
general liability insurance policy maintained on the date hereof.

(b) OPERATION. Operate and maintain the relevant Property in a
businesslike manner and substantially in accordance with the Property
Owner's past and present practices with respect to the Property.

(c) NEW CONTRACTS. Not enter into third party or other contracts
relating to the relevant Property, without the prior written consent of the
Buyer, which consent shall not be unreasonably withheld, except that no
such consent shall be required if such contract (i) is necessary as a
result of an emergency at the

relevant Property (and such contract is not binding post-closing), or (ii)
is terminable without payment of a termination fee upon no more than 30
days prior written notice and provided that the amount payable under all
such contracts for the 30 day period does not exceed, in the aggregate,
$25,000, unless such contract is terminable at will. If the Property Owner
enters into any third party contracts after the date of this Agreement,
then Wabash LLC or the City Center Assignors shall promptly provide written
notice and a copy thereof to the Buyer and unless such contract required
the Buyer's approval pursuant to this paragraph and such approval was not
obtained and subject to Buyer's right to terminate such contracts in a
timely manner as described above, the Buyer shall assume such contract at
Closing, such contract shall be deemed added to SCHEDULE E attached hereto
and SCHEDULE E shall be deemed amended at the Closing to include such
contracts. If a new contract requires the Buyer's approval and the Buyer
does not object within ten Business Days after receipt of a copy of such
contract, then the Buyer shall be deemed to have approved such contract.
Notwithstanding the foregoing, at the request of Buyer, Wabash LLC shall,
and the City Center Assignors shall cause City Center LLC to, notify any
party with whom the Property Owner has entered into a Contract that the
Property Owner desires to terminate that Contract simultaneously with the
Closing and Wabash LLC or City Center LLC, as applicable, shall terminate
on or before the relevant Closing Date, any Contracts, other than Union
Contracts, with respect to the relevant Property, provided Buyer notifies
Seller in writing, on or prior to a date that is 30 days prior to Closing
and the Sellers shall be responsible for any termination fees and penalties
due in connection with such terminations.

(d) NEW SPACE LEASES. (i) Continue, or cause the Property Owner to
continue, its present rental program and efforts at the relevant Property
to rent vacant space, except with respect to Contemplated Leases (which
Contemplated Leases are deemed consented to by the Buyer hereunder) and
further provided that without the prior consent of the Buyer, which consent
shall not be unreasonably withheld, the relevant Seller will not execute,
or cause the Property Owner to execute, any new lease or amend, terminate
or accept the surrender of any existing tenancies or approve any subleases,
except that the Property Owner is authorized to accept the termination of
Leases at the end of their existing terms or the termination of any Space
Lease subject to an existing unilateral termination right exercised by any
tenant under any Space Lease. If a new Space Lease or an amendment,
renewal or extension of an existing

Space Lease requires the Buyer's consent and the Buyer does not object
within ten Business Days after receipt of a copy of such lease, amendment,
extension or renewal and financial and credit and other information
relating to the tenant reasonably requested by Buyer, then the Buyer shall
be deemed to have approved such Space Lease.

(ii) If the Property Owner enters into any Space Leases after the
date of this Agreement in accordance with the provisions of clause (i)
above, the Buyer shall assume such Space Lease at Closing, such Space Lease
shall be deemed added to SCHEDULE F attached hereto and SCHEDULE F shall be
deemed amended at the Closing to include such Space Lease.

(e) LITIGATION. Advise the Buyer promptly of any litigation,
arbitration proceeding or administrative hearing, or upon receipt of any
written notice of an intention to institute same (including condemnation
and eminent domain), before any court or governmental agency which affects
the relevant Asset in any respect, which is instituted after the date of
this Agreement and which, if adversely determined, would adversely affect
(1) the Sellers' ability to consummate the transactions contemplated by
this Agreement, (2) the ownership of the Asset, or (3) in a materially
adverse manner, the operation or value of the relevant Property.

(f) SALE OF TANGIBLE PERSONAL PROPERTY. Not transfer or dispose of,
or permit to be sold, transferred or otherwise disposed of, any item or
group of items constituting Tangible Personal Property associated with the
relevant Property, except for the use and consumption of inventory, office
and other supplies and spare parts, and the replacement of worn out,
obsolete and defective tools, equipment and appliances, in the ordinary
course of business.

(g) PERFORMANCE UNDER SPACE LEASES. Perform, or cause the Property
Owner, or any of its agents to perform, all material obligations of
landlord or lessor under the Space Leases for the relevant Property.

(h) GROUND LEASE ESTOPPEL CERTIFICATES. On or prior to the First
Closing Date, Wabash LLC shall obtain an estoppel certificate ("IBM GROUND
LEASE ESTOPPEL CERTIFICATE") substantially in the form attached as EXHIBIT
I-1 or otherwise certifying to such matters which are required to be
certified to by the Garage Lessor pursuant to the Garage Parcel Lease from
the Garage Lessor or its agent and City Center LLC shall obtain from the
City Center Lessor or its agent an estoppel certificate ("CITY CENTER
GROUND

LEASE ESTOPPEL CERTIFICATE") substantially in the form attached as EXHIBIT
I-2 or in the form of the estoppel certificate delivered in connection with
City Center LLC's acquisition of the City Center Property.

(i) SPACE LEASE ESTOPPEL CERTIFICATES. On or prior to the First
Closing Date, Seller shall obtain from the following tenants under Space
Leases estoppel certificates (a) substantially in the form attached hereto
as EXHIBIT I or (b) otherwise certifying only as to those matters which are
required to be certified to by such tenants pursuant to the provisions of
such tenants' Space Leases or (c) in the form of the estoppel certificate
that such tenant delivered to the Property Owner in connection with the
Property Owner's acquisition of the relevant Property if such tenant is not
required to deliver any estoppel certificate under the terms of its Space
Lease, (each a "TENANT ESTOPPEL CERTIFICATE"): (x) with respect to the IBM
Plaza Property (A) International Business Machines Corporation, (B) Jenner
and Block, (C) State Street Bank and Trust Company, as trustee, or Tower
Leasing, Inc., as agent of State Street Bank and Trust Company (D) Xxxxxx
Xxxxxxxx (E) Xxxxx, Xxxxxx and XxXxx, (F) Xxxxxx & Xxxxxxxxx and (G)
Xxxxxx, White & Xxxxxxx and (y) with respect to the City Center Property
(A) National City Bank and (B) Xxxxx and Xxxxxxxxx. Notwithstanding the
foregoing, Seller may satisfy the conditions of this subsection 3.3(i) with
respect to the tenants referenced in (x)(D), (x)(E), (x)(F) and (x)(G) (the
"REPLACED TENANTS"), by obtaining Tenant Estoppel Certificates from other
tenants under Space Leases in the relevant Property which are not named
herein (the "REPLACEMENT TENANTS") provided the aggregate rentable square
feet covered by the Replacement Tenants' leases either equals or exceeds
the number of rentable square feet leased by the Replaced Tenants. After
the First Closing, but prior to the Second Closing, the City Center
Assignors shall make a good faith effort, but shall be under no obligation,
to cause City Center LLC, to obtain from the tenants referenced in (y)(A)
and (y)(B) above updated or confirmatory Tenant Estoppel Certificates. In
addition, Seller shall make a good faith effort to obtain from tenants
under other Space Leases not referenced herein, Tenant Estoppel
Certificates, but the delivery of such Tenant Estoppel Certificates shall
not be deemed a condition to Closing. If, on or before August 15, 1998,
Seller has not received one or more estoppel certificates in the forms
required to be sent by Buyer hereunder, Seller has the right to request
that any such lessor or tenant sign an estoppel certificate certifying only
as to those matters required to be certified to under the terms of the
applicable lease. In any event, if, as of the First Closing Date, Buyer
has not received one or more of the estoppel certificates required to be
delivered pursuant to subsection 3.3(h) and 3.3(i) or Buyer receives
estoppel certificates that are in a

form other than that provided by Buyer, and Buyer proceeds to complete the
First Closing, Seller's obligations under subsections 3.3(h) and (i) shall
be deemed satisfied.

(j) LOAN DOCUMENTS. The Property Owners will not, and the City
Center Assignors will cause City Center LLC not to enter into any amendment
or modification of any Loan Documents without the Buyer's prior written
consent, which consent will not be unreasonably withheld or delayed.

(k) SECURITY DEPOSITS. Except with respect to the ongoing use and
application of Security Deposits as disclosed on Schedule I, the relevant
Seller shall, or cause the Property Owner to, notify Buyer upon the use or
application by a Property Owner of any security deposit being held by such
Property Owner in connection with a Space Lease.

(l) DUE DILIGENCE REQUESTS. Unless such items have been previously
delivered by or on behalf of Sellers to Buyer, within three Business Days
after written request by facsimile or otherwise, Sellers shall deliver, or
cause the Property Owner to deliver, to Buyer, all leases, operating
statements, loan documents, ground leases, title and survey documentation
and such other documentation related to the Properties as Buyer may
reasonably request from time to time.

(m) UPDATING INFORMATION. Sellers shall make a good faith effort to
deliver to Buyer any information of which Sellers became aware concerning
material events subsequent to the date of this Agreement which is necessary
to supplement the information contained in or made a part of the
representations and warranties contained herein.

(n) REVIEW OF BOOKS AND RECORDS. The relevant Sellers and Property
Owners shall cooperate in good faith with Buyer and Buyer's accountants in
connection with Buyer's accountants review of Seller's and City Center
LLC's books, records and financial statements and information. To enable
accountants to better meet reporting obligations required by Rule 3-14 of
the federal securities laws and in such connection each Seller shall
provide to Buyer's auditors a certification that the statement of revenues
and certain expenses which Seller furnishes to such auditors, with respect
to such Seller's property, fairly represents such information as was
contained on the statements, except as noted, and further, each Seller
shall provide access to such Seller's books and records as is necessary for
Buyer's auditors to do a Rule 3-14 review.

(o) ENTITY STATUS. City Center LLC shall preserve, renew and keep in
full force and effect its existence and qualification in the State of
Delaware and, if the absence of such qualification would materially
adversely affect the City Center LLC's ownership or ability to convey the
City Center Property or the performance by City Center LLC or the City
Center Assignors of their respective obligations under this Agreement, in
the State of Ohio.

(p) PROPERTY MANAGEMENT EMPLOYEES. Seller or the relevant Property
Owner shall permit Buyer, upon notice to Seller to interview employees that
Buyer intends to retain after the applicable Closing.

(q) TAX RETURNS, TAXES. All federal, state, municipal and other tax
returns and reports required by law to be filed by City Center LLC before
the date hereof have been duly executed and filed and, except with respect
to any real estate taxes, all taxes, levies, imposts, deductions, or
withholdings, and all liabilities with respect thereto, interest and
penalties due thereon have been paid in full. No such returns have been
subject to written requests for material data by, notice for audit by, or
are under audit by any taxing authority.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

Section 4.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER.
The Buyer hereby represents, warrants and covenants to the Sellers as of the
date hereof and as of the Closing Date as follows:

(a) FORMATION; EXISTENCE. Buyer is a limited partnership duly
organized, validly existing and in good standing under the laws of the
State of Delaware.

(b) POWER; AUTHORITY. The Buyer has all requisite power and
authority to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The
execution, delivery and performance of this Agreement, the purchase of the
relevant Asset and the consummation of the transactions provided for herein
have been duly authorized by all necessary action on the part of the Buyer.
This Agreement has been duly executed and delivered by the Buyer and
constitutes the legal, valid and binding obligation of the Buyer
enforceable against the Buyer in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights and by general
principles

of equity (whether applied in a proceeding at law or in equity).

(c) NO CONSENTS. Other than the filing of this Agreement with the
Securities and Exchange Commission, no consent, license, approval, order,
permit or authorization of, or registration, filing or declaration with,
any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, is required to be
obtained or made in connection with the execution, delivery and performance
of this Agreement or any of the transactions required or contemplated
hereby.

(d) NO CONFLICTS. The execution, delivery and compliance with, and
performance of the terms and provisions of, this Agreement, and the
purchase of the Assets, will not (a) conflict with or result in any
violation of its organizational documents, (b) conflict with or result in
any violation of any provision of any bond, note or other instrument of
indebtedness, contract, indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which it is a party in its
individual capacity, or (c) violate any existing term or provision of any
order, writ, judgment, injunction, decree, statute, law, rule or regulation
applicable to it or its assets or properties.

(e) EXAMINATION; NO CONTINGENCIES. In entering into this Agreement,
the Buyer has not been induced by and has not relied upon any written or
oral representations, warranties or statements, whether express or implied,
made by BREA, the Sellers, the Property Owners, any partner of BREA or the
Sellers, or any agent, employee, or other representative of any of the
foregoing or by any broker or any other person representing or purporting
to represent BREA and/or either of the Sellers or Property Owners with
respect to the Assets, the Condition of the Assets or any other matter
affecting or relating to the transactions contemplated hereby, other than
those expressly set forth in this Agreement (for purposes of this Section
(e) only the term "Seller" shall include the "Property Owners" and "Asset"
and "Condition of the Asset" shall include the City Center Property and all
Asset-Related Property with respect to the City Center Property). The
Buyer's obligations under this Agreement shall not be subject to any
contingencies, diligence or conditions except as expressly set forth in
this Agreement. The Buyer acknowledges and agrees that, except as
expressly set forth herein, the Sellers make no representations or
warranties whatsoever, whether express or implied or arising by operation
of law, with

respect to the Assets or the Condition of the Assets. The Buyer agrees
that each Asset will be sold and conveyed to (and accepted by) the Buyer at
the applicable Closing in the then existing condition of the Asset, AS IS,
WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL
REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR
ARISING BY OPERATION OF LAW, other than representations and warranties of
the relevant Seller expressly set forth in this Agreement or in any closing
documents delivered at Closing. Without limiting the generality of the
foregoing, except for the representations and warranties of the Seller
contained in this Agreement, the transactions contemplated by this
Agreement are without statutory, express or implied warranty,
representation, agreement, statement or expression of opinion of or with
respect to (A) the Condition of the Assets or any aspect thereof,
including, without limitation, any and all statutory, express or implied
representations or warranties related to the suitability for habitation,
merchantability, or fitness for a particular purpose, (B) the nature or
quality of construction, structural design or engineering of the
improvements included in the Properties, (C) the quality of labor or
materials included in the improvements included in the Properties, (D) the
soil conditions, drainage, topographical features, flora, fauna, or other
conditions of or which affect the Properties, (E) any conditions at or
which affect the Properties with respect to a particular use, purpose,
development, potential or otherwise, (F) areas, size, shape, configuration,
location, access, capacity, quantity, quality, cash flow, expenses, value,
condition, make, model, composition, accuracy, completeness, applicability,
assignability, enforceability, exclusivity, usefulness, authenticity or
amount, (G) any statutory, express or implied representations or warranties
created by any affirmation of fact or promise, by any description of the
Assets, the Properties or by operation of law, (H) any environmental,
botanical, zoological, hydrological, geological, meteorological,
structural, or other condition or hazard or the absence thereof heretofore,
now or hereafter affecting in any manner the Properties and (I) all other
statutory, express or implied representations or warranties by the Seller
whatsoever. The Buyer acknowledges that the Buyer has knowledge and
expertise in financial and business matters that enable the Buyer to
evaluate the merits and risks of the transactions contemplated by this
Agreement.

(f) For purposes of this Agreement and with respect to each Asset,
the term "Condition of the Asset" means the following matters:

(A) PHYSICAL CONDITION OF THE RELEVANT PROPERTY. The quality,
nature and adequacy of the physical condition of the relevant
Property, including, without limitation, the quality of the design,
labor and materials used to construct the improvements included in the
Property; the condition of structural elements, foundations, roofs,
glass, mechanical, plumbing, electrical, HVAC, sewage, and utility
components and systems; the capacity or availability of sewer, water,
or other utilities; the geology, flora, fauna, soils, subsurface
conditions, groundwater, landscaping, and irrigation of or with
respect to the Property, the location of the Property in or near any
special taxing district, flood hazard zone, wetlands area, protected
habitat, geological fault or subsidence zone, hazardous waste disposal
or clean-up site, or other special area, the existence, location, or
condition of ingress, egress, access, and parking; the condition of
the personal property and any fixtures; and the presence of any
asbestos or other Hazardous Materials, dangerous, or toxic substance,
material or waste in, on, under or about the Property and the
improvements located thereon. "HAZARDOUS MATERIALS" means (A) those
substances included within the definitions of any one or more of the
terms "hazardous substances," "toxic pollutants", "hazardous
materials", "toxic substances", and "hazardous waste" in the
Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. Section 9601 et seq. (as amended), the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. Sections 1801 et seq., the
Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C.
Section 6901 et seq., Section 311 of the Clean Water Act and any
similar state laws or any regulations issued under any such laws and
(B) petroleum, radon gas, lead based paint, asbestos or asbestos
containing material and polychlorinated biphenyls.

(B) ADEQUACY OF THE ASSET. The economic feasibility, cash flow
and expenses of the Asset, and habitability, merchantability, fitness,
suitability and adequacy of the relevant Property for any particular
use or purpose.

(C) LEGAL COMPLIANCE OF THE ASSET. The compliance or
non-compliance of the relevant Seller, Property Owner or the operation
of the relevant Property or any part thereof in accordance with, and
the contents of, (i) all codes, laws, ordinances, regulations,
agreements, licenses, permits, approvals and applications of or with
any governmental authorities asserting jurisdiction over the Property,
including, without limitation, those relating to zoning, building,
public works, parking, fire and police access, handicap access, life
safety, subdivision and subdivision sales, and Hazardous Materials,
dangerous, and toxic substances, materials, conditions or waste,
including, without limitation, the presence of Hazardous Materials in,
on, under or about the Property that would cause state or federal
agencies to order a clean up of the Property under any applicable
legal requirements and (ii) all agreements, covenants, conditions,
restrictions (public or private), condominium plans, development
agreements, site plans, building permits, building rules, and other
instruments and documents governing or affecting the use, management,
and operation of the relevant Property.

(D) MATTERS DISCLOSED IN THE SCHEDULED DOCUMENTS AND ASSET FILE.
Those matters referred to in this Agreement and the documents listed
on the Schedules attached hereto and the matters disclosed in the
Asset File.

(E) INSURANCE. The availability, cost, terms and coverage of
liability, hazard, comprehensive and any other insurance of or with
respect to the Property.

(F) CONDITION OF TITLE. The condition of title to the relevant
Property, including, without limitation, vesting, legal description,
matters affecting title, title defects, liens, encumbrances,
boundaries, encroachments, mineral rights, options, easements, and
access; violations of restrictive covenants, zoning ordinances,
setback lines, or development agreements; the availability, cost, and
coverage of title insurance; leases, rental agreements, occupancy
agreements, rights of parties in possession of, using, or occupying
the Property; and standby fees, taxes, bonds and assessments.

(g) BUYER'S AFFILIATE/ASSIGNEE. In the event that Buyer, in
accordance with the terms of, and as permitted by, Section 15.7 hereof,
shall designate an "Affiliate" or an assignee or designee to which the
Assets will be transferred at Closing, the representations and warranties
and all covenants and obligations set forth in this Agreement, including,
without limitation, the provisions of this Section 4.1, shall apply with
respect to Buyer's Affiliate or assignee or designee as if Buyer's
Affiliate or assignee or designee was named as Buyer hereunder, and all
representations and warranties shall be true, complete and accurate as of
the Closing Date. Notwithstanding the foregoing, nothing contained herein
shall be construed as relieving Buyer of any of its obligations or
liabilities under this Agreement.

(h) LIKE KIND EXCHANGE. In the event that Wabash LLC or the City
Center Assignors elect to utilize a like-kind exchange (within the meaning
of Section 1031 of the Internal Revenue Code of 1986, as amended), Buyer
shall reasonably cooperate with such Seller in connection with Seller's
election and shall execute any and all documents reasonably requested by
Seller in connection therewith. Notwithstanding anything to the contrary
contained herein, including the representations and covenants regarding
this Agreement or similar understandings on the part of Buyer, the Sellers
may enter into intermediate contracts or other agreements to sell the IBM
Plaza Property or the Interests, respectively, to the third party that
enters into such contract or agreement with such Seller and Buyer shall
proceed to purchase the IBM Plaza Property or the Interests, as applicable,
from such third party on the same terms and conditions as set forth in this
Agreement, provided, however, that Buyer shall not incur any cost or
liability if Seller elects to utilize a like-kind exchange as provided for
herein.

(i) THIRD PARTY LOANS. Buyer hereby agrees that it will not enter
into any agreement with either Third Party lender or in connection with
either Third Party Loan pursuant to which Buyer agrees to pay an increased
prepayment fee or charge in connection with the prepayment of the Third
Party Loans in exchange for another benefit to Buyer and Buyer shall
disclose to Seller any agreement with the Third Party lenders with respect
to such Third Party Loans.

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

Section 5.1 CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS. The
obligation of each Seller to consummate the transfer of the relevant Asset to
the Buyer on the applicable Closing Date is subject to the satisfaction (or
waiver) by the Seller as of the Closing of the following conditions:

(a) Each of the representations and warranties made by the Buyer in
this Agreement shall be true and correct in all material respects when made
and on and as of the Closing Date as though such representations and
warranties were made on and as of the Closing Date.

(b) The Buyer shall have performed or complied in all material
respects with each obligation and covenant required by this Agreement to be
performed or complied with by the Buyer on or before the Closing.

(c) No order or injunction of any court or administrative agency of
competent jurisdiction nor any statute, rule, regulation or executive order
promulgated by any governmental authority of competent jurisdiction shall
be in effect as of the Closing which restrains or prohibits the transfer of
the Assets or the consummation of any other transaction contemplated
hereby.

(d) The Seller shall have received all of the documents required to
be delivered by the Buyer under Article VI.

(e) The Seller shall have received the Purchase Price in accordance
with subsection 2.2(b) and all other amounts due to the Seller hereunder.

Section 5.2 CONDITIONS TO THE BUYER'S OBLIGATIONS. (a) The
obligation of the Buyer to purchase and pay for each Asset is subject to the
satisfaction (or waiver) by the Buyer as of each Closing of the following
conditions:

(1) Each of the representations and warranties made by the Seller in
this Agreement, with respect to the Asset being conveyed on the applicable
Closing Date, shall be true and correct in all material respects when made
and on and as of such Closing Date as though such representations and
warranties were made on and as of the Closing Date.

(2) The Seller shall have performed or complied in all material
respects with each obligation and covenant required

by this Agreement to be performed or complied with by a Seller with respect
to the relevant Asset on or before the Closing.

(3) No order or injunction of any court or administrative agency of
competent jurisdiction nor any statute, rule, regulation or executive order
promulgated by any governmental authority of competent jurisdiction shall
be in effect as of the Closing which restrains or prohibits the transfer of
the Asset being transferred at such Closing or the consummation of any
other transaction scheduled to occur at such Closing.

(4) With respect to the IBM Plaza Property, title to the Property
shall be delivered to the Buyer in the manner required under Section 9.1
hereof, as evidenced by a Complying Title Policy; with respect to the City
Center Property, title shall be, at the time of Closing, in the form,
required under Section 9.1, as evidenced by a Complying Title Policy;

(5) The Buyer shall have received all of the documents required to be
delivered by the Seller under Article VI.

(6) The Property shall be in the same condition as at the Due
Diligence Expiration Date subject to reasonable wear and tear and the
provisions of Section 10.2.

(7) The Buyer shall have received Ground Lease Estoppel Certificates
and Tenant Estoppel Certificates required under Sections 3.3(h) and(i)
above.

(b) Notwithstanding the provisions of subsection (a) above, Buyer shall not be
obligated to acquire the Interests of the City Center Assignors and may
terminate this Contract with respect to the Interests, if the Closing of the
sale of the IBM Plaza Property does not occur other than as a result of a
default by Buyer hereunder.

ARTICLE VI

CLOSING DELIVERIES

(a) At the First Closing and the Second Closing, respectively, the
Buyer shall deliver, with respect to IBM Plaza and City Center,
respectively, the following documents:

(i) with respect to the IBM Plaza Property only:

(A) in connection with the Seller's leasehold interests in the
IBM Property, an Assignment and Assumption of Ground Lease
substantially in the form of EXHIBIT A-1 (with any necessary
modifications in order to conform with local laws for recording in the
land records in Xxxx County, Illinois), duly executed by Seller;

(B) an assignment and assumption of landlord's interest in the
Space Leases (an "ASSIGNMENT OF LEASES") duly executed by the Buyer in
substantially the form of EXHIBIT A hereto; and

(C) an assignment and assumption of Contracts (an "ASSIGNMENT OF
CONTRACTS") duly executed by the Buyer in substantially the form of
EXHIBIT B hereto.

(ii) with respect to the City Center Property only:

(A) an Assignment and Assumption of Interests substantially in
the form of Exhibit A-2 hereto; and

(B) amendments to the limited liability company agreement and
articles of organization for City Center LLC reflecting the assignment
of membership Interests.

(iii) with respect to the transactions contemplated hereunder:

(A) such other assignments, instruments of transfer, and other
documents as the Seller may reasonably require in order to complete
the transactions contemplated hereunder or to evidence compliance by
the Buyer with the covenants, agreements, representations and
warranties made by it hereunder, in each case, duly executed by the
Buyer;

(B) a duly executed and sworn Secretary's Certificate from the
Buyer (or the managing general partner or the administrative member of
the Buyer, where appropriate) certifying that the

Buyer has taken all necessary action to authorize the execution of all
documents being delivered hereunder and the consummation of all of the
transactions contemplated hereby and that such authorization has not
been revoked, modified or amended;

(C) an executed and acknowledged Incumbency Certificate from the
Buyer (or the managing general partner or administrative member of the
Buyer, where appropriate) certifying the authority of the officers of
the Buyer (or the general partner of the Buyer, where appropriate) to
execute this Agreement and the other documents delivered by the Buyer
to the Seller at the Closing;

(D) such other proof as Seller may reasonably request from time
to time to evidence the authority of the Buyer and its officers and
directors to execute all documents being delivered hereunder and
consummate the transactions contemplated hereby;

(E) all consents, approvals or waivers listed on SCHEDULE J on
terms satisfactory to the Sellers;

(F) all transfer tax returns which are required by law and the
regulations issued pursuant thereto in connection with the payment of
all state or local real property transfer taxes that are payable or
arise as a result of the consummation of the transactions contemplated
by this Agreement, in each case, as prepared, determined and
apportioned by Seller in accordance with the First Installment and the
Second Installment (as defined herein)and duly executed by the Buyer;

(G) any forms or affidavits required to be filed with respect to
the transfer of the Interests; and

(H) a closing statement prepared by Seller in accordance with
the terms hereof (such delivery may be waived by Seller as to the
condition precedent benefitting it).

(iv) with respect to the Third Party Loans being assumed or taken
subject to by Buyer at the relevant Closing:

(A) such documents as the holder of such Third Party Loans shall
require in connection with the assumption or retention of such Third
Party Loans by

the Buyer, including, without limitation, replacement guaranties,
letters of credit or other credit support to the extent such credit
support has been provided by the Seller or their affiliates;

(B) letters of credit necessary in order to obtain the return of
any letters of credit provided with respect to the NY Life Loan and
the Cigna Loan currently being held by or for the benefit of either
Third Party lender; and

(C) releases in the form of EXHIBIT D, executed by the holders of
all Third Party Loans being assumed by the Buyer at that Closing,
releasing Seller and its affiliates, officers, directors and agents
from all liability which may accrue or arise from and after the
applicable Closing Date with respect to the Loans or under any of the
Loan Documents (including all guaranties, indemnities and letters of
credit provided by the Sellers).

(b) At the First Closing and the Second Closing, respectively, the
Seller shall deliver, with respect to the IBM Plaza Property and the City
Center Property, respectively, the following documents:

(i) with respect to the IBM Plaza Property only:

(A) in connection with the Seller's fee interests in the
Property, a special warranty deed ("DEED") in substantially the form
of EXHIBIT E (with any necessary modifications in order to conform
with the local laws for recording in the land records of Xxxx County,
Illinois), duly executed by the Seller, without recourse, which deed,
upon proper recording by the Buyer, shall be sufficient to transfer
and convey to the Buyer whatever rights in the Property the Seller has
acquired subject only to the Permitted Exceptions;

(B) with respect to the Seller's leasehold interests in the
Property, an Assignment and Assumption of Ground Lease in
substantially the form of EXHIBIT A-1 (with any necessary
modifications in order to conform with the local laws for recording in
the land records of Xxxx County, Illinois), duly executed by Seller;

(C) an Assignment of Space Leases (in the form of EXHIBIT A)
duly executed by the Seller, together with certified copies, and

if available, originals of the Space Leases referred to in such
assignment;

(D) a xxxx of sale (a "XXXX OF SALE") duly executed by the
Seller in substantially the form of EXHIBIT F hereto, relating to the
Tangible Personal Property owned by the relevant Seller which are
currently located upon or attached to the Property;

(E) an Assignment of Contracts in the form of EXHIBIT B duly
executed by the Seller;

(F) notice letters ("TENANT NOTICES") duly executed by the
Seller, in the form of EXHIBIT C attached hereto. Such notice letters
shall be retained by the Seller and delivered by the Seller to each
tenant and other such entity, with a copy thereof to Buyer,
immediately following Closing.

(G) a disclosure document from Seller in the form required under
the Illinois Responsible Property Transfer Act, 765 ILSC 90/1, et.seq.
or an affidavit to the effect that to the best of Seller's knowledge,
no such IRPTA disclosure document is required under such act;

(H) a water certificate as required by the applicable
governmental authority;

(ii) with respect to the City Center Property only:

(A) an Assignment and Assumption of Interests substantially in
the form of Exhibit A-1 attached hereto; and

(B) a true and complete copy of the Limited Liability Company
Agreement.

(iii) with respect to both Properties:

(A) all keys and keycards to the Property which are in the
Seller's possession;

(B) an affidavit that the Seller is not a "foreign person"
within the meaning of the Foreign Investment in Real Property Tax Act
of 1980, as amended, in substantially the form of EXHIBIT G hereto;

Contracts, Licenses and Asset Files (at Seller's option such items
will be made available at the Property); and

(D) evidence that each terminated contract has been terminated
or that all actions necessary to terminate such contract have been
taken; and

(E) a closing statement prepared by Seller in accordance with
the terms hereof (such delivery may be waived by Buyer, as to the
condition precedent benefitting it);

(F) Evidence of termination of Property Management Agreement
affecting each Property and a release of lien executed by the property
manager of the Property.

(G) Evidence that all steps have been taken by Seller with
respect to the termination of the employees of the Properties, other
than those being assumed by Buyer hereunder, including employees under
Union Contracts.

(iv) with respect to the transactions contemplated hereunder:

(A) such other assignments, instruments of transfer, and other
documents as the Buyer may reasonably require in order to complete the
transactions contemplated hereunder or to evidence compliance by the
Seller with the covenants, agreements, representations and warranties
made by it hereunder;

(B) a duly executed and sworn Secretary's Certificate from the
Seller (or the managing general partner of the Seller or the
administrative member, where appropriate) certifying that the Seller
has taken all necessary action to authorize the execution of all
documents being delivered hereunder and the consummation of all of the
transactions contemplated hereby and that such authorization has not
been revoked, modified or amended;

(C) an executed and acknowledged Incumbency Certificate from the
Seller (or the managing general partner of the Seller or the
administrative member, where appropriate) certifying the authority of
the officers of the Seller (or the general partner of the Seller,
where appropriate) to execute this Agreement and

the other documents delivered by the Seller to the Buyer at the
Closing; and

(D) all transfer tax returns which are required by law and the
regulations issued pursuant thereto in connection with the payment of
all state or local real property transfer taxes that are payable or
arise as a result of the consummation of the transactions contemplated
by this Agreement, in each case, as prepared, and duly executed by the
Seller in accordance with the First Installment and the Second
Installment (as defined herein).

(v) In the event any Asset-Related Property is not assignable
(such as a letter of credit that is not transferable), the Seller shall use
commercially reasonable efforts to provide the Buyer, at no cost to the
Seller, with the economic benefits of such property by enforcing its rights
with respect to such property (solely at the Buyer's direction) for the
benefit and at the expense of the Buyer. Seller's obligations under this
subsection 6.2(v) only shall survive after Closing and shall be subject to
the provisions of section 12.3 hereof, but not section 12.4.

ARTICLE VII

PURCHASE OPTION

Section 7.1 CITY CENTER RIGHT OF FIRST REFUSAL. Buyer hereby
acknowledges that Seller has delivered to National City Bank a notice
informing National City Bank of the intent of the City Center Assignors to
sell the Interests and gives National City Bank an option to purchase the
Interests or the City Center Property which letter is attached hereto as
EXHIBIT J and Buyer hereby approves of the form and delivery of same.
Further, Buyer acknowledges and agrees that, with respect to the City Center
Property, the City Center Assignors have the right to terminate this
Agreement with respect to the City Center Property by delivering to Buyer a
notice indicating that, in the City Center Assignors' judgment, a right of
first refusal has been exercised with respect to the City Center Property
(the "OPTION NOTICE") and, effective as of the date when National City Bank
closes on the purchase from City Center LLC or the City Center Assignors, of
the City Center Property or the Interests, this Agreement, with respect to
the City Center Property, shall be deemed terminated and the City Center
Assignors shall not be liable to Buyer for any loss, cost, liability, fees or
expenses incurred by Buyer in connection with this Agreement or the
contemplated sale of the City Center Property to Buyer, including, all costs
incurred by Buyer in connection with the negotiation of this Agreement and
Buyer's due diligence, and the City Center Xxxxxxx Money shall be returned
immediately to the Buyer. For avoidance

of doubt, it is understood that if Sellers deliver to Buyer an Option Notice,
this Agreement shall not terminate with respect to the City Center Property
unless and until National City Bank closes on the sale of the City Center
Property or the Interests and until such closing occurs or fails to occur, as
provided for below, this Agreement shall be deemed in full force and effect and
Escrow Agent shall continue to retain the City Center Xxxxxxx Money. If
National City Bank fails to close on the sale of either the City Center Property
or the Interests, Buyer and the City Center Assignors shall proceed to close on
the sale of the Interests as provided for in this Agreement, except that if the
Second Closing Date shall be delayed until the sixtieth day after National City
Bank fails to close. Notwithstanding anything to the contrary contained in this
Article VII or this Agreement, if the obligation of the City Center Assignors
and Buyer to sell and purchase the Interests is terminated prior to the First
Closing Date, this Agreement shall remain in full force and effect with respect
to the sale of the IBM Plaza Property as if the sale of the City Center Property
was never contemplated.

ARTICLE VIII

INSPECTIONS

Section 8.1 RIGHT OF INSPECTION. Prior to the applicable Closing
Date, the Buyer and its agents shall have the right to inspect the Properties
(including conducting environmental and engineering inspections) at reasonable
times agreed upon by the relevant Seller and Buyer, upon reasonable notice (at
least twenty-four (24) hours in advance), provided, however, (a) the Buyer shall
permit a representative of the Property Owner to accompany the Buyer and/or its
agents during any such inspection if the Seller shall cause the Property Owner
to make such a representative available and (b) such inspection or interview
shall not unreasonably impede the normal day-to-day business operations of the
relevant Property; (c) Buyer shall not conduct any testing or inspections with
respect to property or premises of tenants, subtenants, licensees or other
occupants of the Properties to the extent not permitted by a Space Lease and
without the reasonable prior consent of the relevant Seller; (d) Buyer shall not
contact, or have discussions, either directly or indirectly, with any tenants,
subtenants, licensees or other users or occupants of either of the Properties,
without the prior written consent of the appropriate Seller, which consent shall
not be unreasonably withheld; and (e) Buyer shall obtain from the appropriate
Seller, its prior written consent, which consent will not be unreasonably
withheld, before conducting any invasive testing at the Properties which testing
shall be subject to conditions imposed by such Seller in its reasonable
discretion. The Buyer's right of inspection of the Properties shall be subject
to the rights of tenants, subtenants, licensees or other occupants of the
Properties. Prior to entering either of the Properties, Buyer shall deliver to
Seller certificates

satisfactory to Seller evidencing that Buyer maintains general liability
insurance policies acceptable to Sellers in their reasonable discretion, naming
the Sellers and Property Owners as additional insured and loss payees
thereunder. The Buyer hereby indemnifies and agrees to defend and hold the
Seller harmless from all loss, cost (including, without limitation, reasonable
attorneys' fees), claim or damage arising in connection with or from any such
inspection by the Buyer or its agents and any breach of this Section 8.1 by
Buyer. In the event Buyer fails to purchase the IBM Plaza Property or the
Interests as provided for in this Agreement, upon Seller's request, Buyer shall
return to such Seller copies of all reports and documents delivered to Buyer in
connection with the transaction or any inspections of either or both of the
Properties. The provisions of this Article shall survive the Closing or any
earlier termination of this Agreement.

Section 8.2 DUE DILIGENCE PERIOD.

(a) The Buyer confirms to the Sellers that the Buyer has conducted
such inspections of the Asset Files and the Property sites and in certain
instances consulted with third party professionals as it has deemed appropriate
to satisfy itself that the Interests and the Properties are appropriate for the
Buyer's acquisition. Notwithstanding the foregoing, in order to complete its
investigation with respect to the physical condition of the City Center Property
curtain wall only, the Buyer, for the period ending on July 23, 1998 (the "DUE
DILIGENCE EXPIRATION DATE"), shall have the right to conduct or cause to be
conducted, at the Buyer's sole cost, risk and expense, such inspections, tests,
examinations and studies of the City Center curtain wall as the Buyer deems
necessary or appropriate.

(b) If the physical condition of the City Center curtain wall is such
that it has a material adverse effect on the operation or value of the Property
in excess of the level and scope ascertainable from the Law Engineering and
Environmental Services, Inc. report with respect to the City Center Property
previously provided by Seller to Buyer or such other reports as may be contained
or referenced in the Asset Files with respect to the curtain wall, the Buyer
shall have the right to terminate this Agreement by written notice given to the
Seller (which written notice shall include evidence to support Buyer's claims)
prior to 5:00 p.m. (E.D.T) on the Due Diligence Expiration Date (TIME BEING OF
THE ESSENCE). If the Buyer terminates this Agreement in the time and manner set
forth in this subsection 8.2(b), then the Xxxxxxx Money shall be returned to the
Buyer, this Agreement shall be deemed terminated and neither party shall have
any further rights or obligations to the other, except for those expressly
stated to survive the termination of this Agreement. If the Buyer shall fail to
terminate this Agreement in the time and manner set forth in this subsection
8.2(b), then the Buyer shall be deemed to have irrevocably waived its right to
terminate this Agreement pursuant to this subsection 8.2(b).

ARTICLE IX

TITLE AND PERMITTED EXCEPTIONS

SECTION 9.1 PERMITTED EXCEPTIONS. Each Asset shall be sold and is to
be conveyed, and the Buyer agrees to purchase each Asset, subject to the
Permitted Exceptions.

Section 9.2 TITLE REPORT, SURVEY AND SEARCHES. (a) With respect to
each Property, the Buyer has received and/or reviewed a copy of the Existing
Title Policy and the Existing Survey. If not previously ordered, promptly after
the date of this Agreement the Buyer shall order an updated survey and an
updated title commitment with respect to each Property and Seller shall order
UCC, federal and state tax lien, judgment and pending litigation searches with
respect to the City Center Assignors, the Property Owners and, in addition, the
Buyer shall (a) instruct Title Associates and surveyor delivering such updated
items to furnish copies of all updated commitments and surveys to Sellers'
counsel at the address set forth in Section 15.9 hereof and (b) within three
Business Days after the later of (i) receipt of any such updated documents and
(ii) receipt of the updated survey, give notice to the relevant Seller
specifying all title exceptions set forth in such updated documents which the
Buyer claims are not Permitted Exceptions. Subject to Section 9.6, Buyer's
right to give notice of objection as set forth above for any such title
exception shall be limited to the title exceptions which materially interfere
with the continued use of the relevant Property or materially adversely effect
the value of the relevant Property. Seller acknowledges that Buyer has not
received copies of the underlying title documents set forth on SCHEDULE K
attached hereto (the "OUTSTANDING TITLE DOCUMENTS") relating to the title
exceptions described on such schedule (the "OUTSTANDING TITLE EXCEPTIONS)". The
Outstanding Title Exceptions shall be deemed to be Permitted Exceptions so long
as the matters raised by such exceptions do not materially adversely effect the
use or value of the relevant Property as it is currently used. Within three
Business Days after the receipt of any Outstanding Title Document, Buyer shall
give notice to the relevant Seller specifying any Outstanding Title Exception
which the Buyer claims are not Permitted Exceptions. If Buyer fails to notify
the relevant Seller within the time period required above that such Outstanding
Title Exceptions are not Permitted Exceptions, the Outstanding Title Exceptions
shall be deemed to be Permitted Exceptions.

(b) With respect to the IBM Plaza Property, Wabash LLC shall order
and deliver, or cause to be delivered, to Buyer UCC, federal and state judgment
and lien, pending litigation and bankruptcy searches for Wabash LLC. With
respect to the City Center Property, Seller shall order and deliver, or caused
to be delivered, to Buyer UCC, federal, state, judgment and lien, pending
litigation and bankruptcy searches for City Center LLC and the City Center
Assignors.

Section 9.3 USE OF PURCHASE PRICE TO DISCHARGE TITLE EXCEPTIONS.
With respect to either Property, but subject to the provisions of Section 9.6,
if, at the Closing, there are any title exceptions applicable to the Property
which are not Permitted Exceptions and which the relevant Seller is obligated by
this Agreement or elects to pay and discharge, the relevant Seller may use any
portion of the Purchase Price to satisfy the same, provided that the Seller
shall have delivered to the Buyer at the Closing instruments in recordable form
sufficient to satisfy such title exceptions of record, together with the cost of
any applicable recording or filing fees. The existence of any such liens or
encumbrances shall not be deemed objections to title if the Seller shall comply
with the foregoing requirements. Any unpaid liens for taxes, water charges and
assessments applicable to the period prior to the applicable Closing Date shall
not be objections to title, but the amount thereof plus any interest and
penalties thereon shall be deducted from the balance of the Purchase Price,
subject to the provisions for apportionment of taxes, water charges and
assessments contained in Article XI of this Agreement.

Section 9.4 INABILITY TO CONVEY. Except as expressly set forth in
Section 9.6, nothing contained in this Agreement shall be deemed to require the
Sellers to take or bring, or to cause a Property Owner to take or bring, any
legal action or proceeding or any other steps to remove any title exception or
to expend any moneys therefor, nor shall the Buyer have any right of action
against either of the Sellers or Property Owners, at law or in equity, for
Wabash LLC's, and only to the extent the City Center Assignors have an interest
in the Property, the City Center Assignors', inability to convey title, or to
transfer the Interests, subject only to the Permitted Exceptions.

Section 9.5 RIGHTS IN RESPECT OF INABILITY TO CONVEY. In the event
that either Seller shall be unable to convey the relevant Asset as a result of
the existence of a title exception that Seller is not required to remove
pursuant to this Agreement, subject only to the Permitted Exceptions and the
Buyer shall not, on or before the Closing Date (as it may have been adjourned in
accordance with this Agreement), give notice to the Sellers that the Buyer is
willing to waive objection to each title exception which is not a Permitted
Exception and close this transaction without abatement of the Purchase Price,
credit or allowance of any kind or any claim or right of action against the
Sellers for damages or otherwise, the appropriate Seller shall have the right,
at the Seller's sole election, to either (l) take, or cause the Property Owner
to take, such action as the Seller shall deem advisable to discharge each such
title exception which is not a Permitted Exception or (2) terminate this
Agreement. In the event the Seller shall elect to take, or cause the Property
Owner to take, action to discharge each such title exception which is not a
Permitted Exception, the Seller shall be entitled to one or more adjournments of
the Closing Date for a period not to exceed 45 days in the aggregate (inclusive
of any adjournments

made by the Seller pursuant to Section 9.6 below) and the Closing shall be
adjourned to a date mutually agreed upon by the relevant Seller and Buyer not
beyond such 45 day period. If, for any reason whatsoever, the Seller shall not
have succeeded in discharging each such title exception at the expiration of
such adjournment(s) and if the Buyer shall not, prior to the expiration of the
last of such adjournments, give notice to the Seller that the Buyer is willing
to waive objection to each such title exception and to close this transaction
without abatement of the Purchase Price, credit or allowance of any kind or any
claim or right of action against the Sellers for damages or otherwise, then,
with respect to such Property only, this Agreement shall be deemed to be
terminated as of the last date to which the Closing Date was adjourned by the
Sellers pursuant to this Article IX. Upon any termination of this Agreement
pursuant to this Section, (I) the Xxxxxxx Money shall be refunded to the Buyer
and (II) neither party shall have any further rights or obligations with respect
to the Property for which the provisions of this Agreement are being terminated
, except those obligations which expressly survive the termination of this
Agreement. No action taken by the Seller or a Property Owner to discharge, or
attempt to discharge, or cause the Property Owner to discharge or attempt to
discharge, any purported title exception shall be an admission that any such
purported title exception is not a Permitted Exception. The provisions of this
Section 9.5 shall be subject to Seller's and Purchaser's rights and obligations
with respect to Voluntary/De Minimis Title Exceptions set forth in Section 9.6.
It is understood and agreed that a discharge of a title exception shall include
the elimination of the title exception itself, the omission of the exception
from the Complying Title Policy or affirmative insurance against any loss due to
the existence of such exception provided such form of affirmative insurance is
reasonably approved by Buyer.

Section 9.6 VOLUNTARY/DE MINIMIS TITLE EXCEPTIONS. If, from time to
time prior to the Closing, the Buyer shall become aware of any Voluntary/De
Minimis Title Exceptions, then the Buyer shall promptly notify the Seller
thereof, which notice shall describe in reasonable detail the Voluntary/De
Minimis Title Exceptions(s). The relevant Seller shall discharge, or cause the
Property Owner to discharge, or subject to Buyer's approval, provide title
endorsements over, all Voluntary/De Minimis Title Exceptions on or prior to
Closing. The Seller shall be entitled to one or more adjournments of the
Closing Date not to exceed 45 days in the aggregate (inclusive of any
adjournments made by the Seller pursuant to Section 9.5 hereof) to discharge
Voluntary/De Minimis Title Exceptions.

Section 9.7 THE BUYER'S RIGHT TO ACCEPT TITLE. Notwithstanding the
foregoing provisions of this Article IX, the Buyer may, by notice given to the
Sellers at any time on or prior to the Closing Date (as it may have been
adjourned by the relevant Seller pursuant to this Article IX) or within five (5)
days after receipt from Seller of a notice to terminate this

Agreement, elect to accept such title as the Seller can convey, notwithstanding
the existence of any title exceptions which are not Permitted Exceptions. In
such event, this Agreement shall remain in effect and the parties shall proceed
to Closing but, except to the extent set forth in Section 9.6, the Buyer shall
not be entitled to any abatement of the Purchase Price, any credit or allowance
of any kind or any claim or right of action against the Seller or Property Owner
for damages or otherwise by reason of the existence of any title exceptions
which are not Permitted Exceptions.

Section 9.8 COOPERATION. The Buyer and the Sellers shall cooperate
with Title Associates in connection with obtaining title insurance or an update
of title insurance insuring title to the Property subject only to the Permitted
Exceptions and otherwise in the form and of the substance of a Complying Title
Policy. In furtherance and not in limitation of the foregoing, at or prior to
the Closing, the Buyer and the appropriate Seller shall deliver, or cause the
Property owner to deliver, to Title Associates such affidavits, certificates and
other instruments as are reasonably requested by such title company and
customarily furnished in connection with the issuance of owner's policies of
title insurance, including, without limitation, (i) evidence sufficient to
establish (x) the legal existence of the Buyer and the Seller and any Property
Owner and (y) the authority of the respective signatories of the Seller and the
Buyer to bind the Seller and the Buyer, as the case may be, (ii) a certificate
of good standing of the Seller, (iii) necessary affidavits required by Title
Associates Inc. to issue a Non-Imputation Endorsement and (iv) an ALTA Statement
and Personal (GAP) undertakings.

ARTICLE X

TRANSACTION COSTS; RISK OF LOSS

Section 10.1 TRANSACTION COSTS. The Buyer and the Sellers agree to
comply with, or cause compliance with, all real estate transfer tax laws
applicable to the sale of the Assets. At each Closing, the real property
transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other
taxes or charges payable as a result of the conveyance of the Asset being
transferred to Buyer at that Closing pursuant to this Agreement, and as
apportioned between the Assets in accordance with the installment of the
Purchase Price being paid by Seller to Buyer on the relevant Closing Date
(collectively, the "TRANSFER TAXES"), shall be split equally between the Buyer
and the appropriate Seller. In addition to the foregoing and their respective
apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be
responsible for the payment of the costs of their respective legal counsel,
advisors and other professionals employed thereby in connection with the sale of
the Assets, (b) the Seller shall be responsible (i) for the title

insurance policy premiums in respect of any fee and leasehold title insurance,
including extended coverage obtained by the Buyer only, excluding the cost of
any endorsements which the Buyer elects to obtain and (ii) the cost and expense
of obtaining UCC searches, federal and state tax lien, judgment, pending
litigation and bankruptcy searches for each Seller and for City Center LLC and
(c) the Buyer shall be responsible for all costs and expenses associated with
(i) the Buyer's due diligence, (ii) title reports or abstracts with respect to
the Properties, all title endorsements which Buyer elects to obtain and all
survey and search costs and updates related to title insurance, in each case
commissioned by the Buyer, (iii) the policy premiums in respect of any mortgage
title insurance obtained by the Buyer (if any), (iv) payment, at the Closing, of
the recording charges and fees and recordation taxes for the documents necessary
to transfer the Assets, (v) all costs and expenses of obtaining any financing
the Buyer may elect to obtain, take subject to, and/or assume from either or
both of the Sellers (including any fees, financing costs, Repayment Costs,
transfer taxes, mortgage and recordation taxes and intangible taxes in
connection therewith) and (vi) all other costs which are the responsibility
under applicable law for the Buyer to pay (including, without limitation, all
sales and use taxes due as a result of the sale of the Asset). With respect to
each Property, the Buyer and relevant Seller shall indemnify the other and their
respective successors and assigns from and against any and all loss, damage,
cost, charge, liability or expense (including court costs and reasonable
attorneys' fees) which such other party may sustain or incur as a result of the
failure of the indemnifying party to timely pay any of the aforementioned taxes,
fees or other charges for which it has assumed responsibility under this
Section. Although the parties do not believe that any transfer taxes will be
due with respect to the sale of the Interests, the Buyer and the City Center
Assignors each hereby agree to pay one-half of any transfer, deed or conveyance
taxes if assessed in connection with the sale of the Interests and each hereby
indemnifies and holds the other harmless from and against any and all loss,
damage, cost, charge, liability or expense (including court costs and reasonable
attorneys' fees) with respect to the one-half of any transfer, deed stamp or
other conveyance taxes such party is obligated to pay under this Agreement with
respect to the Interests as a result of a determination that the transfer taxes,
deed stamp taxes or other conveyance taxes payable in connection with this
transaction that are in excess of the amount originally determined and paid by
the parties hereto. This indemnification shall survive the Closing.

Section 10.2 RISK OF LOSS. (a) If, on or before the Closing Date,
either Property or any portion thereof shall be (i) damaged or destroyed by fire
or other casualty or (ii) taken or threatened to be taken as a result of any
condemnation or eminent domain proceeding, the Seller shall promptly notify the
Buyer.

(b) As soon as practicable after the occurrence of such casualty or
an actual condemnation, as opposed to a threatened condemnation , Seller shall
notify Buyer of (i) the estimated cost of restoration of the relevant Property
with respect to any casualty as determined by written estimate of an independent
construction contractor chosen by Seller or Property Owner with Buyer's approval
not to be unreasonably withheld or (ii) the estimated loss in value of the
relevant Property as a result of such condemnation as determined by written
estimate of an independent appraisal firm chosen by Seller or the Property
Owner, with Buyer's approval not to be unreasonably withheld. If the estimated
cost of restoration arising out of a casualty or estimated loss in value arising
out of a condemnation, shall be $5,000,000 or less, then notwithstanding any
provision in this Agreement to the contrary, the Seller will credit against the
Purchase Price payable by the Buyer (applied to the installment of the Purchase
Price due at the Closing at which the Property that is the subject of the
casualty or condemnation is transferred to Buyer) an amount equal to the net
proceeds, if any, received by the Seller from such casualty or condemnation less
any amounts spent by the Seller or Property Owner prior to Closing with respect
to a restoration of the subject Property. If as of the Closing Date, the Seller
or Property Owner has not received any such insurance or condemnation proceeds
then the parties shall nevertheless consummate on the Closing Date the
conveyance of the relevant Asset (without any deduction for such insurance or
condemnation proceeds) and the Seller will at Closing assign to the Buyer all
rights of the Seller, if any, to the insurance or condemnation proceeds and to
all other rights or claims arising out of or in connection with such casualty or
condemnation. If the estimated cost of restoration arising from a casualty or
the loss in value of the relevant Property arising from a condemnation exceeds
$5,000,000, then Buyer shall have the option to either (i) terminate this
Agreement and the Xxxxxxx Money being held by Escrow Agent shall be immediately
returned to Buyer, and thereupon this Agreement shall terminate and be of no
further force and effect or (ii) accept the Property "as is" together with an
assignment of the insurance or condemnation proceeds.

ARTICLE XI

ADJUSTMENTS

Unless otherwise provided below, the following are to be adjusted and
prorated between each Seller and the Buyer as of 11:59 P.M. on the day preceding
each Closing Date, based upon a 365 day year, and the net amount thereof shall
be added to (if such net amount is in the Seller's favor) or deducted from (if
such net amount is in the Buyer's favor) the Purchase Price payable at Closing:

Section 11.1 FIXED RENTS.

(a) Fixed rents (collectively, "FIXED RENTS") paid or payable by
tenants under the Space Leases in connection with their occupancy of the
Property shall be adjusted and prorated on and if, as and when collected basis.
Any Fixed Rents collected by the Buyer or a Seller after the Closing from any
tenant who owes Fixed Rents for periods prior to the Closing, shall be applied
(i) first, in payment of Fixed Rents owed by such tenant for the month in which
the Closing Date occurs, (ii) second, in payment of Fixed Rents owed by such
tenant for the month prior to the month in which the Closing Date occurs but not
more than 30 days prior to the Closing Date of which the Property for which such
rent is collected is conveyed to Buyer (iii) third, in payment of Fixed Rents
owed by such tenant for the period (if any) after the month in which the Closing
Date occurs and (iv) fourth, in payment of any other Fixed Rents owed by such
tenant for periods more than thirty (30) days prior to the Closing Date. Each
such amount, less any costs of collection (including reasonable counsel fees)
reasonably allocable thereto, shall be adjusted and prorated as provided above,
and the party who receives such amount shall promptly pay over to the other
party the portion thereof to which it is so entitled.

(b) The Buyer shall xxxx tenants who owe Fixed Rents for periods
prior to the Closing on a monthly basis for a period of six consecutive months
following the Closing Date and shall use commercially reasonable efforts to
collect such past due Fixed Rents (related to periods of time prior to the
Closing Date). Notwithstanding the foregoing, if the Buyer shall be unable to
collect such past due Fixed Rents within six (6) months after the Closing Date,
the Seller shall have the right, upon prior written notice to the Buyer, to
pursue tenants to collect such delinquencies (including, without limitation, the
prosecution of one or more lawsuits for delinquencies in amounts of not more
than $100,000 with Buyer's prior reasonable consent, which consent shall not be
unreasonably withheld) but the Seller shall not be entitled to evict (by summary
proceedings or otherwise) any such tenants. Any payment by a tenant in an
amount less than the full amount of Fixed Rents and Overage Rent (as defined
below) then due and payable by such tenant shall be applied first to Fixed Rents
(in the order of priority as to time periods as is set forth above) to the
extent of all such Fixed Rents then due and payable by such tenant, and
thereafter to Overage Rents (in the order of priority as to time periods as is
set forth in Section 11.2 below).

(c) Notwithstanding the foregoing, Seller will consider using any
alternative reasonable proposals offered by Buyer with respect to determining
the adjustment in the collection of any arrearages or delinquencies in fixed
rent, which proposals are designed to achieve the same economic effect as the
formulas provided above.

Section 11.2 OVERAGE RENTS.

(a) With respect to any Space Lease that provides for (ii) so-called
common area maintenance or "CAM" charges or (iii) so-called "ESCALATION RENT" or
additional rent based upon increases in real estate taxes or operating expenses
or labor costs or cost of living or xxxxxx'x wages or otherwise (such percentage
rent, CAM charges, escalation rent and additional rent being collectively called
"OVERAGE RENT"), such Overage Rent shall be adjusted and prorated on an if, as
and when collected basis.

(b) As to any Overage Rent in respect of an accounting period that
shall have expired prior to the Closing but which shall be paid after the
Closing, the Buyer agrees that it will pay the entire amount over to the
relevant Seller upon receipt thereof, less any costs of collection (including
reasonable counsel fees) reasonably allocable thereto. The Buyer agrees that it
shall (i) promptly render bills for any Overage Rent in respect of an accounting
period that shall have expired prior to the Closing but which shall be paid
after the Closing, (ii) xxxx tenants such Overage Rent attributable to an
accounting period that shall have expired prior to the Closing on a monthly
basis for a period of six consecutive months thereafter and (iii) use
commercially reasonable efforts to collect Overage Rent. Notwithstanding the
foregoing, if the Buyer shall be unable to collect such Overage Rent within six
(6) months after the Closing Date, the Seller shall have the right, upon prior
written notice to the Buyer, to pursue tenants to collect such delinquencies
(including, without limitation, the prosecution of one or more lawsuits), but
the Seller shall not be entitled to evict (by summary proceedings or otherwise)
any such tenants. The Seller shall furnish to the Buyer all information
relating to the period prior to the Closing that is reasonably necessary for the
billing of such Overage Rent and the Buyer will deliver to the Seller,
concurrently with the delivery to tenants, copies of all statements relating to
Overage Rent for the period prior to the Closing. The Buyer shall xxxx tenants
for Overage Rents for accounting periods prior to the Closing in accordance with
and on the basis of such information furnished by the Seller.

(c) If, prior to the Closing, the relevant Seller shall have received
any installments of Overage Rent attributable to Overage Rent for periods from
and after the Closing Date, such sum shall be apportioned at the Closing. If,
after the Closing, the Buyer shall receive any installments of Overage Rent
attributable to Overage Rent for periods prior to the Closing, such sum (less
any costs and expenses (including reasonable counsel fees) incurred by the Buyer
in the collection of such Overage Rent) shall be paid by the Buyer to the Seller
promptly after the Buyer receives payment thereof.

(d) Any payment by a tenant on account of Overage Rent (to the extent
not applied against Fixed Rents due and payable by

such tenant in accordance with subsection 11.1(b) above) shall be applied to
Overage Rents then due and payable in the same order of priority that Fixed
Rents are applied under subsection 11.1(b) above.

(e) To the extent that any portion of Overage Rent is required to be
paid monthly by tenants on account of estimated amounts for any calendar year
(or, if applicable, any lease year or tax year or any other applicable
accounting period), and at the end of such calendar year (or lease year, tax
year or other applicable accounting period, as the case may be), such estimated
amounts are to be recalculated based upon the actual expenses, taxes and other
relevant factors for that calendar (lease or tax) year or other applicable
accounting period, with the appropriate adjustments being made with such
tenants, then such portion of the Overage Rent shall be prorated between the
relevant Seller and the Buyer at the Closing based on such estimated payments
actually paid by tenants (i.e., with the Seller entitled to retain all monthly
or other periodic installments of such amounts paid by tenants with respect to
periods prior to the calendar month or other applicable installment period in
which the Closing occurs, the Seller to pay to the Buyer at the Closing all
monthly or other periodic installments of such amounts theretofore received by
the Seller with respect to periods following the calendar month or other
applicable installment period in which the Closing occurs and the Seller and the
Buyer to apportion as of the Closing Date all monthly or other periodic
installments of such amounts paid by tenants with respect to the calendar month
or other applicable installment period in which the Closing occurs). At the
time(s) of final calculation and collection from (or refund to) each tenant of
the amounts in reconciliation of actual Overage Rent for a period for which
estimated amounts paid by such tenant have been prorated, there shall be a
re-proration between the Seller and the Buyer. If, with respect to any tenant,
the recalculated Overage Rent exceeds the estimated amount paid by such tenant,
upon collection from the tenant, (i) the entire excess shall be paid by the
Buyer to the Seller, if the accounting period for whichsuch recalculation was
made expired prior to the Closing and (ii) such excess shall be apportioned
between the Seller and the Buyer as of the Closing Date (on the basis described
in the first sentence of subsection 11.2 above), if the Closing occurred during
the accounting period for which such recalculation was made, with the Buyer
paying to the Seller the portion of such excess which the Seller is so entitled
to receive. If, with respect to any tenant, the recalculated Overage Rent is
less than the estimated amount paid by such tenant, (1) the entire shortfall
shall be paid by the Seller to the Buyer (or, at the Seller's option, directly
to the tenant in question), if the accounting period for which such
recalculation was made expired prior to the Closing and (2) such shortfall shall
be apportioned between the Seller and the Buyer as of the Closing Date (on the
basis described in the first sentence of subsection 11.2(c) above), if the
Closing occurred during the accounting period for which such recalculation was

made, with the Seller paying to the Buyer (or, at the Seller's option, directly
to the tenant in question) the portion of such shortfall so allocable to the
Seller.

(f) Until such time as all amounts required to be paid to the Seller
by the Buyer pursuant to Section 11.1 and this Section 11.2 shall have been paid
in full, the Buyer shall furnish to the Seller from time to time upon request of
Seller a reasonably detailed accounting of such amounts payable by the Buyer.
The Seller shall have the right from time to time following the Closing, on
prior notice to the Buyer, during ordinary business hours on Business Days, to
review the Buyer's rental records with respect to the Property to ascertain the
accuracy of such accountings.

(g) With respect to any payments of additional rent based upon a
percentage of the tenant's business during a specified annual or other period
(sometimes referred to as "PERCENTAGE RENT") being made under Space Leases for
either Property, Sellers and Buyer hereby agree to adjust and prorate such
percentage rent as of 11:59 P.M. on the day immediately preceding each Closing
Date, based upon estimates of such percentage rent for the year. Sellers and
Buyers agree to adjust such determination at the end of the year based upon
actual percentage rent collected for the year in which the Closing Date occurs.

Section 11.3. GROUND LEASE RENTS. With respect to the IBM Plaza
Property, all rents and other charges payable by Wabash LLC as the tenant under
the Garage Parcel Lease and with respect to the City Center Property, all rents
and other charges payable by City Center LLC as the tenant under the National
City Bank Lease shall be adjusted and prorated between the Seller and Buyer as
of 11:59 p.m. on the day preceding each Closing.

Section 11.4 TAXES AND ASSESSMENTS. Real estate taxes and
assessments payable in the year in which each Closing occurs shall be, with
respect to the Property that is the subject of said Closing, based on (a) the
periods of ownership of the Asset by the Seller and Buyer during such year and
(b) the amount of real property tax actually payable during that year (i.e., on
a cash basis rather than an accrual or lien year basis). In the event that
either Property or any part thereof shall be or shall have been affected by an
assessment or assessments, whether or not the same become payable in annual
installments, the Seller shall, at the Closing with respect to that particular
Property, be responsible for any installments due prior to the Closing and the
Buyer shall be responsible for any installments due on or after the Closing
subject to the foregoing proration. Notwithstanding anything to the contrary
contained herein, Buyer shall be responsible for the payment of all real estate
taxes which become payable (in accordance with the determination set

forth in this Section 11.4) any time from or after the Closing Date and Buyer
hereby indemnifies and holds Sellers harmless from and against any and all loss,
damage, charge, liability or expense (including court costs and reasonable
attorneys' fees) which the Seller may sustain or incur as a result of the
failure of Buyer to timely pay the aforementioned taxes and assessments.
Buyer's obligation under the previous sentence shall survive the applicable
Closing Date.

Section 11.5 WATER AND SEWER CHARGES. Water rates, water meter
charges, sewer rents and vault charges, if any (other than any such charges,
rates or rents which shall have been paid by tenants of the Property pursuant to
such tenants' Space Leases), shall be adjusted and prorated on the basis of the
fiscal period for which assessed. If there is a water meter, or meters, on the
Property, the relevant Seller agrees that it shall at the Closing furnish, or
cause to be furnished, a reading of same to a date not more than 30 days prior
to the Closing and the unfixed meter charges and the unfixed sewer rent thereon
for the time intervening from the date of the last reading shall be apportioned
on the basis of such last reading, and shall be appropriately readjusted after
the Closing on the basis of the next subsequent bills. Unmetered water charges
shall be apportioned on the basis of the charges therefor for the same period of
the preceding calendar year, but applying the current rate thereto. As to any
unpaid water charges or sewer rents payable directly by tenants, the Buyer shall
consummate the Closing subject to such unpaid charges and rents and any lien
resulting therefrom, without credit against the Purchase Price or any claim or
right of action against the Seller.

Section 11.6 UTILITY CHARGES. Gas, steam, electricity and other
public utility charges (other than any such charges which are payable by tenants
of the Property pursuant to such tenants' Space Leases) will be paid by the
Seller of each Property to the utility company to the Closing Date. Each Seller
shall arrange for a final reading of all utility meters (covering gas, water,
steam and electricity) as of the Closing, except meters the charges of which are
payable by tenants of the relevant Property pursuant to such tenants' Space
Leases. Each Seller and the Buyer shall jointly execute a letter to each of
such utility companies advising such utility companies of the termination of the
Seller's responsibility for such charges for utilities furnished to the Property
as of the date of the Closing and commencement of the Buyer's responsibilities
therefor from and after such date. If a xxxx is obtained from any such utility
company as of the Closing, the Seller shall pay such xxxx on or before the
Closing. If such xxxx shall not have been obtained on or before the Closing,
the Seller shall, upon receipt of such xxxx, pay all such utility charges as
evidenced by such xxxx or bills pertaining to the period prior to the Closing,
and the Buyer shall pay all such utility charges pertaining to the period
thereafter. Any xxxx which shall be rendered which shall cover a

period both before and after the date of Closing shall be apportioned between
the Buyer and the Seller as of the Closing.

Section 11.7 CONTRACTS. Charges and payments under all Contracts
being assumed by Buyer in accordance with the terms of this Agreement, including
the Union Contracts.

Section 11.8 MISCELLANEOUS REVENUES. Revenues, if any, arising out
of telephone booths, vending machines, or other income-producing agreements.

Section 11.9 SUPPLIES. Maintenance supplies in unopened containers
based on the Seller's actual cost therefor, including sales and/or use tax.

Section 11.10 SECURITY DEPOSITS. The actual amounts of the security
deposits (including all interest or other amounts earned thereon and required to
be returned to any tenants pursuant to the terms of Space Leases) held by the
Seller as of the Closing Date shall be assigned to the Buyer by, at the Seller's
option, (i) payment of the amount thereof to the Buyer or (ii) a credit to the
Buyer against the balance of the Purchase Price. Any such tenants' securities
in form other than cash shall be transferred to the Buyer by way of appropriate
instruments of transfer or assignment.

Section 11.11 EMPLOYEE COSTS. All salaries, wages, vacation pay and
other fringe benefits (including, without limitation, payments and deposits, if
any, with respect to social security, unemployment compensation, employee
health, life and disability insurance, sick pay and welfare and pension fund
contributions) of the employees with respect to the Property in connection with
the management, operation or maintenance of the Property under the Union
Contracts shall be adjusted and prorated between the Seller and the Buyer as of
11:59 P.M. on the day preceding the Closing Date. The Buyer acknowledges that
such employees are union employees and agrees to be responsible for all
severance pay and other obligations arising as a result of any termination by
the Buyer of any such employees. Notwithstanding anything to the contrary
contained herein, and except with respect to employees being assumed by Buyer
pursuant to the provisions hereof, including, without limitation, employees
under Union Contracts, Buyer shall not be liable for, and shall not be
responsible any liabilities related to, employees of the relevant Property or
Seller or BRE/City Center L.L.C.

Section 11.12 LEASING COSTS. (a) With respect to Space Leases
entered into after the date of this Agreement in accordance with the terms
hereof, or renewals or expansions of Space Leases after the date of this
Agreement (including any renewals or expansions exercised pursuant to options
contained in existing Space Leases), the Buyer will be responsible for all

Leasing Expenses and shall assume the economic effect of any "free rent" or
other concessions pertaining to the period from and after the Closing Date
relating to such Space Leases (the foregoing, "BUYER'S LEASING COSTS"). In
addition, Buyer shall be responsible for all Leasing Expenses and Buyer's
Leasing Costs with respect to all Contemplated Leases more particularly set
forth on SCHEDULE F-2 hereto and all deferred tenant improvement work with
respect to existing Space Leases more particularly set forth on SCHEDULE F-3
hereof ("DEFERRED TENANT IMPROVEMENTS"). To the extent that the Seller has paid
any of the Buyer's Leasing Costs prior to Closing, the Purchase Price will be
increased at Closing by the aggregate amount of such expenditures upon
presentation by Seller of an invoice therefor. The Buyer will pay all other
Buyer's Leasing Costs as and when the same are due.

(b) Except as otherwise set forth in Clause (a) of this Section and
except with respect to any of the Leases listed on Schedule F-2, Seller shall be
responsible for all Leasing Costs with respect to Space Leases in effect as of
the date of this Agreement, including, without limitation, those set forth on
SCHEDULE F-1, SCHEDULE F-4 and SCHEDULE G, (collectively, "SELLER'S LEASING
COSTS"). To the extent such items are incomplete or not fully paid at Closing,
Seller shall give Buyer a credit against the Purchase Price for such remaining
costs and Buyer shall assume the obligations to pay such costs or perform such
obligations.

Section 11.13 THIRD PARTY LOANS ESCROWS. With respect to each of the
Third Party Loans, all escrows deposited with, or being held by or for the
benefit of the applicable Third Party lender, including, without limitation, all
tax and insurance escrows, shall be adjusted and prorated between Buyer and
Seller as of 11:59 on the day preceding the applicable Closing.

Section 11.14 OTHER. If applicable, the Purchase Price shall be
adjusted at Closing in accordance with subsection 11.12 and Section 10.2 and to
reflect the adjustment of any other item which, under the terms of this
Agreement, is to be apportioned at Closing.

Section 11.15 RE-ADJUSTMENT. Except for re-adjustments of Overage
Rent to be made pursuant to subsection 11.2(e), if any such items are not
determinable at the Closing, the adjustment shall be made subsequent to the
Closing when the charge is determined. Any errors or omissions in computing
adjustments at the Closing shall be promptly corrected, provided that the party
seeking to correct such error or omission shall have notified the other party of
such error or omission on or prior to the date that is 180 days following the
Closing Date. The provisions of this Article XI shall survive the Closing.

ARTICLE XII

INDEMNIFICATION

Section 12.1 INDEMNIFICATION BY THE SELLER. With respect to each
Asset and the City Center Property, the Seller thereof shall indemnify and hold
the Buyer, its affiliates, members and partners, and the partners, shareholders,
officers, directors, employees, representatives and agents of each of the
foregoing (collectively, "BUYER-RELATED ENTITIES") harmless from and against any
and all costs, fees, expenses, damages, deficiencies, interest and penalties
(including, without limitation, reasonable attorneys' fees and disbursements)
suffered or incurred by any such indemnified party in connection with any and
all losses, liabilities, claims, damages and expenses ("LOSSES"), arising out
of, or in any way relating to, (i) any breach of any representation or warranty
of the Seller or City Center LLC contained in this Agreement or in any Schedule,
certificate, instrument or other document delivered pursuant hereto, (ii) any
breach of any covenant of the Seller or City Center LLC contained in this
Agreement, (iii) matters under any of the Space Leases which arise prior to the
Closing Date, and (iv) by Wabash LLC with respect to claims of creditors arising
as a result of Wabash LLC's failure to obtain a bulk sale stop order from the
Illinois Department of Revenue, Illinois Department of Employment Security or
the Chicago Department of Revenue in connection with the sale of the IBM Plaza
Property, such obligation to survive the Closing subject to Section 12.4.

Section 12.2 INDEMNIFICATION BY THE BUYER. The Buyer shall indemnify
and hold the Sellers, their affiliates, members and partners, and the partners,
shareholders, officers, directors, employees, representatives and agents of each
of the foregoing (collectively, "SELLER-RELATED ENTITIES") harmless from any and
all Losses arising out of, or in any way relating to, (i) any breach of any
representation or warranty by the Buyer contained in this Agreement or in any
Schedule, certificate, instrument or other document delivered pursuant hereto or
in connection herewith, (ii) any breach of any covenant of the Buyer contained
in this Agreement and (iii) matters under any of the Space Leases which arise
from and after the Closing Date , such obligation to survive the Closing or
termination of this Agreement subject to Section 12.4.

Section 12.3 LIMITATIONS ON INDEMNIFICATION. Notwithstanding the
foregoing provisions of Section 12.1, (a) neither Wabash LLC nor, collectively,
the City Center Assignors shall be required to indemnify the Buyer or any
Buyer-Related Person under this Agreement unless the aggregate of all amounts
for which an indemnity would otherwise be payable by Wabash LLC or collectively,
the City Center Assignors, respectively, under this Agreement exceeds the
applicable Basket Limitation and, in such event, Wabash LLC or, collectively,
the City Center Assignors shall be responsible for only the amount in excess of

the applicable Basket Limitation and (b) in no event shall the liability of the
Wabash LLC or, collectively, the City Center Assignors, with respect to the
indemnification provided for in Section 12.1 above exceed in the aggregate the
applicable Cap Limitation and (c) neither Wabash LLC nor the City Center
Assignors shall be responsible for or indemnify Buyer for any other matters
which accrue or arise with respect to events or occurrences at either of the
Properties from and after the Closing Date.

Section 12.4 SURVIVAL. The representations and warranties contained
in this Agreement and the indemnification by Seller with respect to matters
arising under any of the Space Leases prior to the Closing Date shall survive
for a period of 225 days after the Closing (the "SURVIVAL PERIOD") provided, any
action, suit or proceeding with respect to the representations and warranties is
properly commenced within the Survival Period. Seller's agreement to indemnify
Buyer with respect to Seller's failure to obtain a bulk sale stop order as
provided for in Section 12.1 shall survive until such time as Seller delivers to
Buyer a bulk sale stop order as required herein. The covenants contained in
this Agreement to the extent to be performed prior to or at Closing shall not
survive after the Closing. All other covenants, indemnities and provisions of
this Agreement shall survive the Closing unless otherwise provided herein.
Notwithstanding anything to the contrary contained herein, Seller's obligation
to indemnify Buyer shall terminate and be null and void unless Buyer files an
action, suit or proceeding against Seller seeking recovery from Seller for its
obligations under this Article 12 if properly commenced by Buyer within the
appropriate survival period more particularly set forth in this subsection 12.4.

Section 12.5 INDEMNIFICATION AS SOLE REMEDY. If the Closing has
occurred, the sole and exclusive remedy available to a party in the event of a
breach by the other party to this Agreement of any representation, warranty,
covenant or other provision of this Agreement which survives the Closing shall
be the indemnifications provided for under this Article XII.

ARTICLE XIII

TAX CERTIORARI PROCEEDINGS

Section 13.1 PROSECUTION AND SETTLEMENT OF PROCEEDINGS. If any tax
reduction proceedings in respect of the Property, relating to any fiscal years
ending prior to the fiscal year in which the Closing occurs are pending at the
time of the Closing, the Seller reserves and shall have the right to continue to
prosecute and/or settle the same in the name of the Property Owner. If any tax
reduction proceedings in respect of the Property, relating to the fiscal year in
which the Closing occurs, are pending at the time of Closing, then the Seller

reserves and shall have the right to continue to prosecute and/or settle the
same; provided, however, that the Seller shall not settle any such proceeding
without the Buyer's prior written consent, which consent shall not be
unreasonably withheld or delayed. The Buyer shall reasonably cooperate with the
Seller in connection with the prosecution of any such tax reduction proceedings
and Seller shall not, to effectuate a reduction of such taxes, specifically
agree with the relevant authorities to an increase in such taxes for fiscal
years ending after the year during which the Closing occurs. Seller's
obligation set forth in the preceding sentence shall survive Closing.

Section 13.2 APPLICATION OF REFUNDS OR SAVINGS. Any refunds or
savings in the payment of taxes resulting from such tax reduction proceedings
applicable to taxes payable during the period prior to the date of the Closing
(as such period is determined in accordance with Section 11.4 of this Agreement)
shall belong to and be the property of the Seller, and any refunds or savings in
the payment of taxes applicable to taxes payable from and after the date of the
Closing (as such period is determined in accordance with Section 11.4 of this
Agreement)shall belong to and be the property of the Buyer; provided, however,
that if any such refund creates an obligation to reimburse any tenants under
Space Leases for any rents or additional rents paid or to be paid, that portion
of such refund equal to the amount of such required reimbursement (after
deduction of allocable expenses as may be provided in the Space Lease to such
tenant) shall, at the Seller's election, either (a) be paid to the Buyer and the
Buyer shall disburse the same to such tenants or (b) be paid by the Seller
directly to the tenants entitled thereto, after payment of Buyer's costs related
thereto. All attorneys' fees and other expenses incurred in obtaining such
refunds or savings shall be apportioned between the Seller and the Buyer in
proportion to the gross amount of such refunds or savings payable to the Seller
and the Buyer, respectively (without regard to any amounts reimbursable to
tenants).

Section 13.3 SURVIVAL. The provisions of this Article XIII shall
survive the Closing.

ARTICLE XIV

DEFAULT

Section 14.1 DEFAULT. (a) If the Buyer shall default in the
performance of its obligations under this Agreement to purchase an Asset on the
relevant Closing Date, the Sellers, as their sole and exclusive remedy hereunder
(except as set forth in the last sentence of this subsection (a)), at law or in
equity, shall be entitled to terminate this Agreement, to direct the Escrow
Agent to deliver the Xxxxxxx Money to the Seller (and if necessary to deliver
the Xxxxxxx Money to Seller, to instruct Escrow Agent to draw down on any Letter
of Credit), and to retain

the Xxxxxxx Money as liquidated damages, at which time this Agreement shall be
terminated and of no further force and effect except for the provisions which
explicitly survive such termination. The Buyer agrees that the Seller shall
have the right to collect and retain the Xxxxxxx Money as liquidated damages
without the necessity of proving actual damages due to the difficulty of proving
actual damages resulting from the Buyer's default hereunder, the Xxxxxxx Money
being the parties best estimate of Seller's damages. Nothing in this Section
shall be deemed to limit the Seller's remedies with respect to a breach by the
Buyer of any of its obligations which survive the Closing but such remedies
shall be limited as provided in Section 12.5.

(b) If the Seller shall default in the performance of its obligations
under this Agreement to cause the sale of the relevant Asset or the Property by
the Closing Date, the Buyer, as its sole and exclusive remedy, shall be entitled
at its option, either (i) to terminate this Agreement, direct Escrow Agent to
deliver the Xxxxxxx Money to the Buyer and retain the Xxxxxxx Money, at which
time this Agreement shall be terminated and of no further force and effect
except for the provisions which explicitly survive such termination or (ii)
specifically enforce the terms and conditions of this Agreement by injunctive
relief or otherwise. Nothing in this Section shall be deemed to limit the
Buyer's remedies with respect to a breach by the Seller of any of the Seller's
obligations which survive the Closing but such remedies shall be limited as
provided in Section 11.5.

ARTICLE XV

MISCELLANEOUS

Section 15.1 USE OF BLACKSTONE NAME AND ADDRESS. Subject to the
provisions of Section 15.4 hereof, the Buyer hereby acknowledges and agrees that
neither the Buyer nor any affiliate, successor, assignee or designee of Buyer
shall be entitled to use the name "Blackstone" in any way whatsoever.

Section 15.2 EXCULPATION OF THE SELLER.

(a) Notwithstanding anything to the contrary contained herein, Buyer
hereby acknowledges that Sellers have jointly executed this Agreement for
administrative efficiency, and Buyer hereby acknowledges and agrees that the
terms, obligations, conditions and provisions of this Agreement (including,
without limitation, any obligations set forth in Article XII hereof) shall apply
to and be binding upon Wabash LLC only to the extent that such provisions,
obligations, terms and conditions pertain to the IBM Plaza Property and the
terms, obligations, conditions and provisions of this Agreement (including,
without limitation, any obligations set forth in Article XII hereof) shall apply
to and be binding upon the City Center Assignors only to the extent that such
provisions, obligations, terms and conditions pertain to the Interests and City
Center LLC. The liability of each of

the Sellers hereunder shall be several only and nothing contained herein shall
be construed to impose joint liability upon the Sellers.

(b) Notwithstanding anything to the contrary contained herein, the
Seller's shareholders, partners, the partners of such partners, the shareholders
of such partners, and the trustees, officers, directors, employees, agents and
security holders of the Seller and the partners of the Seller assumes no
personal liability for any obligations entered into on behalf of the Seller and
its individual assets shall not be subject to any claims of any person relating
to such obligations. The foregoing shall govern any direct and indirect
obligations of the Seller under this Agreement.

Section 15.3 BROKERS. (a) Each Seller and the Buyer each represent
and warrant to the other that it has dealt with no broker, salesman, finder or
consultant with respect to this Agreement or the transactions contemplated
hereby other than Eastdil, whose commission shall be paid by Sellers pursuant to
the terms of a separate agreement to which the Purchaser is not a party, if and
only if the Closing occurs. Each Seller agrees to indemnify, protect, defend
and hold the Buyer harmless from and against all claims, losses, damages,
liabilities, costs, expenses (including reasonable attorneys' fees and
disbursements) and charges resulting from the Seller's breach of the foregoing
representation in this subsection (a). The provisions of this subsection (a)
shall survive the Closing and any termination of this Agreement.

(b) The Buyer represents and warrants to the Seller that it has dealt
with no broker, salesman, finder or consultant with respect to this Agreement or
the transactions contemplated hereby other than Eastdil. The Buyer agrees to
indemnify, protect, defend and hold the Seller harmless from and against all
claims, losses, damages, liabilities, costs, expenses (including reasonable
attorneys' fees and disbursements) and charges resulting from the Buyer's breach
of the foregoing representations in this subsection (b). The provisions of this
subsection (b) shall survive the Closing and any termination of this Agreement.

Section 15.4 CONFIDENTIALITY; PRESS RELEASE; IRS REPORTING
REQUIREMENTS. (a) The Buyer and the Sellers shall hold as confidential all
information disclosed in connection with the transaction contemplated hereby and
concerning each other, the Assets, this Agreement and the transactions
contemplated hereby and shall not release any such information to third parties
without the prior written consent of the other parties hereto, except (i) any
information which was previously or is hereafter publicly disclosed (other than
in violation of this Agreement or other confidentiality agreements to which
affiliates of the Buyer are parties), (ii) to their partners, advisers,
underwriters, analysts, employees, affiliates, officers,

directors, consultants, lenders, investors, potential investors, accountants,
legal counsel or other advisors of any of the foregoing, provided that they are
advised as to the confidential nature of such information and are instructed to
maintain such confidentiality, (iii) to comply with any law, rule or regulation,
(iv) to analysts covering Buyer and the REIT industry and (v) to governmental
bodies and regulatory agencies, including the Securities and Exchange Commission
or required by court or other binding order. The foregoing shall constitute a
modification of any prior confidentiality agreement that may have been entered
into by the parties. The provisions of this Section shall survive the Closing
or the termination of this Agreement for a period of 180 days. Notwithstanding
the foregoing, after the Due Diligence Expiration Date and prior to Closing,
Buyer shall be entitled (after having provided a copy thereof to Seller at least
two Business Days prior to issuance and having given good faith consideration to
Seller's comments) to file any applicable forms with the Securities and Exchange
Commission that accurately set forth such factual information pertaining to the
Property and the transaction contemplated hereby that Buyer concludes, in good
faith, to be necessary or prudent in order to comply with Buyer's legal
disclosure obligations. Seller shall have no liability whatsoever for the
accuracy of any information contained in such filings or disclosure documents.

(b) After the Due Diligence Expiration Dates, the Seller or the Buyer
may issue a press release with respect to this Agreement and the transactions
contemplated hereby, provided that the content of any such press release shall
be subject to the prior written consent of the other party hereto (such approval
not to be unreasonably withheld or delayed) and in no event shall any such press
release issued by the Buyer disclose the identity of the Seller's direct or
indirect beneficial owners by name.

(c) For the purpose of complying with any information reporting
requirements or other rules and regulations of the IRS that are or may become
applicable as a result of or in connection with the transaction contemplated by
this Agreement, including, but not limited to, any requirements set forth in
proposed Income Tax Regulation Section 1.6045-4 and any final or successor
version thereof (collectively, the "IRS REPORTING REQUIREMENTS"), the Seller and
the Buyer hereby designate and appoint the Escrow Agent to act as the "REPORTING
PERSON" (as that term is defined in the IRS Reporting Requirements) to be
responsible for complying with any IRS Reporting Requirements. The Escrow
Agent hereby acknowledges and accepts such designation and appointment and
agrees to fully comply with any IRS Reporting Requirements that are or may
become applicable as a result of or in connection with the transaction
contemplated by this Agreement. Without limiting the responsibility and
obligations of the Escrow Agent as the Reporting Person, the Seller and the
Buyer hereby agree to comply with any provisions of the IRS Reporting
Requirements that

are not identified therein as the responsibility of the Reporting Person,
including, but not limited to, the requirement that the Seller and the Buyer
each retain an original counterpart of this Agreement for at least four (4)
years following the calendar year of the Closing.

Section 15.5 ESCROW PROVISIONS. (a) The Escrow Agent shall hold
the Xxxxxxx Money in escrow in an interest-bearing bank account at Xxxxxx
Guaranty Trust Company (the "ESCROW ACCOUNT"). It is understood that Buyer will
initially post the Xxxxxxx Money in cash, but shall have a one time right to
substitute either or both of the IBM Xxxxxxx Money and the City Center Xxxxxxx
Money with the applicable Letter of Credit. If any Letter of Credit is posted
hereunder and the Closing with respect to the applicable Property has not
occurred on or before 15 days prior to the first anniversary of the date of this
Agreement (and this Agreement is still in force), either Buyer will post a
replacement Letter of Credit with an expiration date of one year from the date
posted or Seller shall be permitted to require the Escrow Agent to draw on the
Letter of Credit and retain the money so drawn in accordance with the terms of
this Agreement.

(b) The Escrow Agent shall hold the Xxxxxxx Money in escrow, and if
cash in the Escrow Account, until the Closing or sooner termination of this
Agreement and shall hold, draw down upon or apply the Xxxxxxx Money in
accordance with the terms of this paragraph (b). The Seller and the Buyer
understand that no interest is earned on the Xxxxxxx Money during the time it
takes to transfer into and out of the Escrow Account. At the Closing, the
Xxxxxxx Money (if in the form of cash) shall be paid by the Escrow Agent to, or
at the direction of, the Seller. If for any reason prior to the Closing or if
the Closing does not occur, Seller presents to Escrow Agent a written direction
informing Escrow Agent that Seller is entitled to the Xxxxxxx Money, or a
portion thereof and instructs Escrow Agent to draw down the Letter of Credit,
Escrow Agent shall promptly draw down the Letter of Credit and hold the same in
the Escrow Account in accordance with the terms of this Agreement. If for any
reason prior to the date of Closing or if the Closing does not occur and either
party makes a written demand upon the Escrow Agent for payment of such amount
being held by Escrow Agent, the Escrow Agent shall, within one Business Day give
written notice to the other party of such demand. If the Escrow Agent does not
receive a written objection within five Business Days after the giving of such
notice, the Escrow Agent is hereby authorized to make such payment, and if
necessary to make the payment, draw down on the Letter of Credit. If the Escrow
Agent does receive such written objection within such five day period or if for
any other reason the Escrow Agent in good faith shall elect not to make such
payment, the Escrow Agent shall continue to hold such amount until otherwise
directed by joint written instructions from the parties to this Agreement or a
final judgment of a court of competent jurisdiction. However, the Escrow Agent
shall have the

right at any time to deposit the Xxxxxxx Money with the clerk of the court of
New York County and to file an action in interpleader in New York State Supreme
Court located in New York County . The Escrow Agent shall give written notice
of such deposit to the Seller and the Buyer. Upon such deposit the Escrow Agent
shall be relieved and discharged of all further obligations and responsibilities
hereunder.

(c) The parties acknowledge that the Escrow Agent is acting solely as
a stakeholder at their request and for their convenience, that the Escrow Agent
shall not be deemed to be the agent of either of the parties, and the Escrow
Agent shall not be liable to either of the parties for any act or omission on
its part, other than for its gross negligence or willful misconduct. With
respect to the IBM Xxxxxxx Money, Wabash LLC and the Buyer shall jointly and
severally indemnify and hold the Escrow Agent harmless from and against all
costs, claims and expenses, including attorneys' fees and disbursements,
incurred in connection with the performance of the Escrow Agent's duties
hereunder. With respect to the City Center Xxxxxxx Money, collectively, the
City Center Assignors and the Buyer shall jointly and severally indemnify and
hold the Escrow Agent harmless from and against all costs, claims and expenses,
including attorneys' fees and disbursements, incurred in connection with the
performance of the Escrow Agent's duties hereunder.

(d) The Escrow Agent has acknowledged its agreement to these
provisions by signing this Agreement in the place indicated following the
signatures of the Seller and the Buyer.

Section 15.6 SUCCESSORS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES.
The stipulations, terms, covenants and agreements contained in this Agreement
shall inure to the benefit of, and shall be binding upon, the parties hereto and
their respective permitted successors and assigns (including any successor
entity after a public offering of stock, merger, consolidation, purchase or
other similar transaction involving a party hereto) and nothing herein expressed
or implied shall give or be construed to give to any person or entity, other
than the parties hereto and such assigns, any legal or equitable rights
hereunder.

Section 15.7 ASSIGNMENT. This Agreement may not be assigned by the
Buyer except if: (a) Buyer designates an Affiliate of Buyer to which the Asset
will be transferred at the Closing; or if not to an Affiliate, (b) Buyer
receives Seller's prior written consent to the assignment, which consent may not
be unreasonably withheld. In addition, Buyer may name a nominee or designee to
whom the Asset will be transferred at Closing, provided that Buyer does not
assign this Agreement to such nominee or designee and Seller is only required to
deal with Buyer in connection with this Agreement and the transactions
contemplated herein. For purposes of this Section 15.7, the term "Affiliate"
shall mean a Person which controls, is controlled by

or is under common control with Buyer. Notwithstanding the foregoing, nothing
herein shall be construed as limiting the liability of Buyer hereunder and Buyer
shall remain primarily liable to Sellers with respect to this Agreement. The
word "control" means, with respect to a Person that is a corporation, the right
to exercise the one hundred percent of the voting shares of the controlled
corporation and, with respect to a Person that is not a corporation, the
possession of a one hundred percent ownership interest in the controlled Person.
Notwithstanding the foregoing, nothing herein shall prevent a Buyer from
transferring to another Person, pursuant to requirements under any Third Party
Loan or other loan for which either Property is pledged as security, a nominal
one percent interest in such Affiliate.

Section 15.8 FURTHER ASSURANCES. From time to time, as and when
requested by any party hereto, the other party shall execute and deliver, or
cause to be executed and delivered, all such documents and instruments and shall
take, or cause to be taken, all such further or other actions as such other
party may reasonably deem necessary or desirable to consummate the transactions
contemplated by this Agreement.

Section 15.9 NOTICES. All notices, demands or requests made
pursuant to, under or by virtue of this Agreement must be in writing and shall
be (i) personally delivered, (ii) delivered by express mail, Federal Express or
other comparable overnight courier service, (iii) facsimile or (iv) mailed to
the party to which the notice, demand or request is being made by certified or
registered mail, postage prepaid, return receipt requested, as follows:

(a) To the Seller:

c/o Blackstone Real Estate Advisors L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx Xxxxxx
Facsimile: 000-000-0000

with copies thereof to:

Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Facsimile: 000-000-0000

(b) To the Buyer:

c/o Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Facsimile: 000-000-0000; and
Attention: Xxxxx X. Xxxxxxx
Facsimile: 000-000-0000

with copies thereof to:

Xxxxx, Day, Xxxxxx & Xxxxx
00 Xxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile: 312-782-8585

All notices (i) shall be deemed effective upon receipt or refusal of delivery in
accordance with the provisions of this Section and (ii) may be given either by a
party or by such party's attorneys. Any party may, from time to time, specify
as its address for purposes of this Agreement any other address upon the giving
of 10 days' notice thereof to the other parties.

Section 15.10 ENTIRE AGREEMENT. This Agreement, along with the
Exhibits and Schedules hereto contains all of the terms agreed upon between the
parties hereto with respect to the subject matter hereof, and all understandings
and agreements heretofore had or made among the parties hereto are merged in
this Agreement which alone fully and completely expresses the agreement of the
parties hereto.

Section 15.11 AMENDMENTS. This Agreement may not be amended,
modified, supplemented or terminated, nor may any of the obligations of the
Seller or the Buyer hereunder be waived, except by written agreement executed by
the party or parties to be charged.

Section 15.12 NO WAIVER. No waiver by either party of any failure or
refusal by the other party to comply with its obligations hereunder shall be
deemed a waiver of any other or subsequent failure or refusal to so comply.

Section 15.13 GOVERNING LAW. With respect to matters affecting the
Property only, this Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with, the laws of the State in which the
Property is located, and with respect to all other matters hereunder, the laws
of the State of New York.

Section 15.14 SUBMISSION TO JURISDICTION. Each of the Buyer and the
Seller irrevocably submits to the jurisdiction of (a) the Supreme Court of the
State of New York, New York County and (b) the United States District Court for
the Southern District of New York for the purposes of any suit, action or other
proceeding arising out of this Agreement or any transaction contemplated hereby.
Each of the Buyer and the Seller further agrees that service of any process,
summons, notice or document by U.S. registered mail to such party's respective
address set forth above shall be effective service of process for any action,
suit or proceeding in New York with respect to any matters to which it has
submitted to jurisdiction as set forth above in the immediately preceding
sentence. Each of the Buyer and the Seller irrevocably and unconditionally
waives trial by jury and irrevocably and unconditionally waives any objection to
the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby in (a) the Supreme Court of
the State of New York, New York County and (b) the United States District Court
for the Southern District of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.

Section 15.15 SEVERABILITY. If any term or provision of this
Agreement or the application thereof to any person or circumstances shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

Section 15.16 SECTION HEADINGS. The headings of the various Sections
of this Agreement have been inserted only for purposes of convenience, are not
part of this Agreement and shall not be deemed in any manner to modify, explain,
expand or restrict any of the provisions of this Agreement.

Section 15.17 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this Agreement to produce or account for more
than one such counterpart.

Section 15.18 ACCEPTANCE OF DEED AND ASSIGNMENT. The acceptance of
the Deed for the IBM Plaza Property by the Buyer shall be deemed full compliance
by Wabash LLC of all of the Wabash LLC's obligations under this Agreement except
for those obligations of the Seller which are specifically stated to survive the
delivery of the Deed to the IBM Plaza Property. The acceptance of the
Assignment and Assumption of Interests to the City Center LLC membership
interests by the Buyer shall be deemed full compliance by the City Center
Assignors of all of City

Center Assignors' Obligations under this Agreement except for those obligations
of Seller which are specifically stated to survive the delivery of the
Assignment and Assumption of Interests.

Section 15.19 PAYMENT OF PURCHASE PRICE. The receipt and
confirmation of receipt by each of the Sellers of the IBM Plaza Property and the
City Center Property, respectively, of the First Closing Installment and the
Second Closing Installment, respectively, shall be deemed full compliance by
Buyer of all of Buyer's obligations with respect to the IBM Plaza Property and
the City Center Property, respectively, except for those obligations of the
Buyer which are specifically stated to survive the payment of the First Closing
Installment and the Second Closing Installment, respectively.

Section 15.20 CONSTRUCTION. The parties acknowledge that the parties
and their counsel have reviewed and revised this Agreement and that the normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.

Section 15.21 RECORDATION. Neither this Agreement nor any memorandum
or notice of this Agreement may be recorded by any party hereto without the
prior written consent of the other party hereto. The provisions of this Section
shall survive the Closing or any termination of this Agreement.

Section 15.22 WAIVER OF JURY TRIAL. The Seller and the Buyer hereby
waive trial by jury in any action, proceeding or counterclaim brought by any
party against another party on any matter arising out of or in any way connected
with this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.

BUYER:

PRIME GROUP REALTY, L.P. a Delaware limited
partnership

By: Prime Group Realty Trust, a Maryland
real estate investment trust, its
Managing General Partner

By: /s/ Xxxxxxx X Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X Xxxxxxxxx
Title: Executive Vice President and
Chief Investment Officer

SELLERS:

BRE/WABASH L.L.C., a Delaware limited
liability company

By: /s/ Xxxx Xxxxxx
------------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President

BLACKSTONE REAL ESTATE
PARTNERS II L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II
L.P., a Delaware limited
partnership, general partner

By: BREA II L.L.C., a Delaware
limited liability company, general
partner

By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Vice President

BLACKSTONE REAL ESTATE HOLDINGS II L.P., a
Delaware limited partnership

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership, general
partner

By: BREA II L.L.C., a Delaware
limited liability company, general
partner

By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Vice President

BLACKSTONE REAL ESTATE
PARTNERS II.TE.1 L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership,
general partner

By: BREA II L.L.C., a Delaware
limited liability company,
general partner

By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Vice President

BLACKSTONE REAL ESTATE
PARTNERS II.R (City Center), a New York
general partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership, general
partner

By: BREA II L.L.C., a Delaware
limited liability company, general
partner

By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Vice President

BLACKSTONE REAL ESTATE
PARTNERS II.TE.3 L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership,
general partner

By: BREA II L.L.C., a Delaware
limited liability company,
general partner

By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Vice President

BLACKSTONE REAL ESTATE
PARTNERS II.TE.4 L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership,
general partner

By: BREA II L.L.C., a Delaware
limited liability company,
general partner

By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Vice President

BLACKSTONE REAL ESTATE
PARTNERS II.TE.5 L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership,
general partner

By: BREA II L.L.C., a Delaware
limited liability company,
general partner

By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Vice President

BLACKSTONE REAL ESTATE
INVESTORS (City Center) INC.

By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Vice President

JOINDER

BRE/CITY CENTER L.L.C., a Delaware limited liability company, hereby
joins in the execution of this Agreement and accepts and, to the extent such
provisions are applicable to BRE/City Center L.L.C., agrees to be bound by the
provisions of the following Sections only:

Section 3.1
Section 3.2

BRE/CITY CENTER L.L.C.

By: /s/ Xxxx Xxxxxx
---------------------------
Name: Xxxx Xxxxxx
Title: Vice President

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"AMENDMENT"), made as of the 23rd day of July, 1998 by and among BRE/WABASH
L.L.C. ("WABASH LLC"), a Delaware limited liability company, each of the
entities listed in the column entitled City Center Assignors of Schedule A
attached to the Agreement (as defined below) (each individually, a "CITY CENTER
ASSIGNOR" and collectively, the "CITY CENTER ASSIGNORS"; Wabash LLC and each of
the City Center Assignors shall individually be referred to as a "SELLER" and
collectively as the "SELLERS"), and PRIME GROUP REALTY, L.P., a Delaware limited
partnership ("BUYER").

BACKGROUND

WHEREAS, Sellers and Buyer are parties to that certain Agreement of
Purchase and Sale dated as of July 22, 1998 ("the Agreement") concerning the
sale of various interests in the properties known as IBM Plaza Property and City
Center Property (such terms are defined in the Agreement; capitalized terms used
herein and not defined herein shall have the meanings ascribed in the
Agreement); and

WHEREAS, the Agreement provided Buyer the right to investigate issues
concerning the curtain wall of the City Center Property, as more particularly
set forth in Section 8.2 of the Agreement; and

WHEREAS, Buyer has notified the Sellers that it believes that the
curtain wall requires or may require certain repairs and Sellers are willing to
adjust the Purchase Price under the Agreement in order to provide additional
funds for such repairs.

NOW THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree to amend the agreement as follows:

1. The amount of the Purchase Price as set forth in Section 2.2(a) of
the Agreement shall be changed to be: THREE HUNDRED FORTY-NINE MILLION THREE
HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($349,375,000).

2. The amount of the Second Closing Installment as set forth in
Section 2.2(a) of the Agreement shall be changed to be: ONE HUNDRED SIXTEEN
MILLION SEVENTY-FIVE THOUSAND DOLLARS ($116,075,000).

3. The Buyer confirms that its rights to terminate the Agreement under
Section 8.2(b) of the Agreement are irrevocably waived.

4. Except as set forth above the parties confirm and ratify the
validity of the Agreement which remains in full force and effect except as
modified herein.

5. This Amendment may be executed in one or more counterparts and
facsimile copies shall be effective.

IN WITNESS WHEREOF, this Amendment has been duly executed by the
parties hereto as of the day and year first above written.

BUYER:

PRIME GROUP REALTY, L.P. a Delaware limited
partnership

By: Prime Group Realty Trust, a Maryland
real estate investment trust, its
Managing General Partner

By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President and
General Counsel

SELLERS:

BRE/WABASH L.L.C., a Delaware limited
liability company

By: /s/ [ILLEGIBLE]
------------------------------------
Name:
Title:

BLACKSTONE REAL ESTATE
PARTNERS II L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II

L.P., a Delaware limited
partnership, general partner

By: BREA II L.L.C., a Delaware limited
liability company, general partner

By: /s/ X. X. Xxxxxx
--------------------
Name:
Title:

BLACKSTONE REAL ESTATE HOLDINGS II L.P., a
Delaware limited partnership

By: Blackstone Real Estate
Management Associates II L.P., a Delaware
limited partnership, general partner

By: BREA II L.L.C., a Delaware
limited liability company, general
partner

By: /s/ X. X. Xxxxxx
--------------------
Name:
Title:

BLACKSTONE REAL ESTATE
PARTNERS II.TE.1 L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership, general
partner

By: BREA II L.L.C., a Delaware limited
liability company, general partner

By: /s/ X. X. Xxxxxx
--------------------
Name:
Title:

BLACKSTONE REAL ESTATE
PARTNERS II.R (City Center), a New York general
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership, general
partner

By: BREA II L.L.C., a Delaware limited
liability company, general partner

By: /s/ X. X. Xxxxxx
--------------------
Name:
Title:

BLACKSTONE REAL ESTATE
PARTNERS II.TE.3 L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a Delaware
limited partnership, general partner

By: BREA II L.L.C., a Delaware limited
liability company, general partner

By: /s/ X. X. Xxxxxx
--------------------
Name:
Title:

BLACKSTONE REAL ESTATE
PARTNERS II.TE.4 L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership, general
partner

By: BREA II L.L.C., a Delaware limited
liability company, general partner

By: /s/ X. X. Xxxxxx
--------------------
Name:
Title:

BLACKSTONE REAL ESTATE
PARTNERS II.TE.5 L.P., a Delaware limited
partnership

By: Blackstone Real Estate
Associates II L.P., a Delaware limited
partnership, general partner

By: Blackstone Real Estate
Management Associates II L.P., a
Delaware limited partnership, general
partner

By: BREA II L.L.C., a Delaware limited
liability company, general partner

By: /s/ X. X. Xxxxxx
--------------------
Name:
Title:

BLACKSTONE REAL ESTATE
INVESTORS (City Center) INC.

By: /s/ X. X. Xxxxxx
--------------------
Name:
Title:

SCHEDULE F-1

LANDLORD'S WORK IN PROGRESS

SCHEDULE F-1
PENDING TENANT IMPROVEMENT ALLOWANCES
ONE IBM PLAZA

--------------------------------------------------------------------------------------------------------------
TENANT DESCRIPTION ALLOWANCE PD TO DATE BALANCE
--------------------------------------------------------------------------------------------------------------

Coffou Partners Tenant Improvement Allowance 35,240 1,588 33,652

Xxxxx Xxxxxxx Tenant Improvement Allowance - Original Lease 694,806 0 694,806
Tenant Improvement Allowance - Amendment 208,386 0 208,386

Xxxxx XxXxxxxxxxx Tenant Improvement Allowance 1,186,875 0 1,186,875
Moving/Drawing Allowance 31,500 0 31,500
Feasibility Study 14,836 0 14,836

Alonti Cafe Tenant Improvement Allowance 193,480 0 193,480

--------------------------------------------------------------------------------------------------------------
TOTALS 2,365,123 1,588 2,363,535
--------------------------------------------------------------------------------------------------------------

SCHEDULE F-1

LANDLORD WORK IN PROGRESS

NATIONAL CITY CENTER

---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
TENANT DOCUMENT DESCRIPTION OUTSTANDING
AMOUNT
---------------------------------------------------------------------------------------------------

National City Bank 4TH EXPANSION Tenant Improvement allowance $1,474,020
of $20/RSF on 73,701 RSF
---------------------------------------------------------------------------------------------------
AuditForce EXPANSION Tenant improvement allowance Payment in process
of $30/RSF on 832 RSF
---------------------------------------------------------------------------------------------------
Medias & Regies LEASE Tenant Improvement allowance Payment in process
of $27.06 on 1348 RSF
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------

SCHEDULE F-2

CONTEMPLATED LEASES

SCHEDULE F-2
CONTEMPLATED LEASES IN PROGRESS
ONE IBM PLAZA

----------------------------------------------------------------------------------------------
TENANT AMOUNT OF SPACE BASIC ECONOMIC TERMS
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------

Xxxxxx Xxxxxxxx L.L.P. 28,672 RSF 10 Year Term
Rent Commencement 2/1/99
with beneficial occupancy as of
completed construction
Rental Rates:
Yr 1 $19.00
Yr 2 $19.50
Yr 3 $20.00
Yr 4 $20.50
Yr 5 $21.00
Yr 6 $21.50
Yr 7 $22.00
Yr 8 $22.50
Tenant Improvements - $35/SF
Commissions - $5.60/SF
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
The Hertz Corporation 0 Level of Parking Garage 7 Year Term
and 980 rsf in the retail portion Rent Commencement 9/1/98
of the garage Rental Rate:
Yr 1 $250,000
Escalation 3% Annually
Tenant Improvements - $161,273
Commissions - $69,000

----------------------------------------------------------------------------------------------

SCHEDULE F-2

CONTEMPLATED LEASES

NATIONAL CITY CENTER

NONE.

SCHEDULE F-3

DEFERRED TENANT IMPROVEMENTS

SCHEDULE F-3
DEFERRED TENANT IMPROVEMENTS
ONE IBM PLAZA

--------------------------------------------------------------------------------------------------------
DATE TO BE
TENANT DESCRIPTION OF WORK PERFORMED
--------------------------------------------------------------------------------------------------------

Aronberg Goldgehn Davis Lease Commitment - Wall Washing 01/01/01
Lease Commitment - Painting 01/01/03
Lease Commitment - Wall Washing 01/01/06
Lease Commitment - Painting 01/01/08

Jenner & Block Replacement of Light Bulbs on Floors On Going
25,37,38,39,40E,42,43,44,45,46
Lease Commitment - Wall Washing 01/01/01
Repaint Premises 01/01/03
Lease Commitment - Wall Washing 01/01/06
Repaint Premises 01/01/08

Information Management
Group Carpets and Painting 08/01/00
IBM Corporation Replacement of Light Bulbs on All Floors On Going

Xxxxxx Xxxxx Xxxxxxx 10/31/98
National Parent Teachers Assoc Shampoo Rug and Paint 11/28/98

--------------------------------------------------------------------------------------------------------

SCHEDULE F-3

DEFERRED TENANT IMPROVEMENTS

NATIONAL CITY CENTER

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TENANT DOCUMENT DESCRIPTION OUTSTANDING
AMOUNT
--------------------------------------------------------------------------------

Xxxxx & Xxxxxxxxx 9th Addendum to Tenant Improvement Payments 1999 $91,794
Lease 2000 $91,794
2001 $91,794
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SCHEDULE F-4

BASE BUILDING WORK

IBM PLAZA

ESTIMATED
DESCRIPTION: REMAINING COST
------------ --------------

Parking Garage Renovation $1,730,015

Garage Retail Space Base Building Work $300,000

Floors 2 & 3 Base Building Work $1,699,284

NOTE: The Contract must address that these items are
Seller's responsibility and must be completed and paid
for prior to closing or Purchaser will be entitled to
a credit at closing.

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Table of Contents

Exhibit 10.48 AGREEMENT OF PURCHASE AND SALE

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