1 EXHIBIT 10.lll CENTRAL AREA BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, the undersigned, COPLEY PLACE ASSOCIATES, an Illinois general partnership...

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                                                                EXHIBIT 10.lll



                           CENTRAL AREA XXXX OF SALE,
                       ASSIGNMENT AND ASSUMPTION AGREEMENT


      FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, the undersigned, XXXXXX PLACE ASSOCIATES, an Illinois general
partnership ("ASSIGNOR"), hereby sells, transfers, assigns and conveys to XXXXXX
PLACE ASSOCIATES, LLC, a Delaware limited liability company ("ASSIGNEE"), all
right, title and interest of Assignor in and to the "Personal Property',
'Property Agreements' and the 'Intangible Property', as each of the foregoing is
defined in that certain Agreement of Purchase and Sale, dated as of December 31,
1996 (the "PURCHASE AGREEMENT"), by and among Carlyle Real Estate Limited
Partnership - XIII, an Illinois limited partnership, Urban Investment and
Development Co., an Illinois general partnership, JMB Realty Corporation, a
Delaware corporation, and Overseas Partners Capital Corp., a Delaware
corporation, which provides for, among other things, the merger of Assignor into
Assignee. This Xxxx of Sale, Assignment and Assumption Agreement confirms the
transfer of Assignee's right, title and interest in and to the Personal
Property, the Property Agreements and the Intangible Property by operation of
law through the filing of that certain Certificate of Merger, which was filed
with the Secretary of State of the State of Delaware on the date hereof
evidencing the merger of Assignor into Assignee which was contemplated by the
Purchase Agreement.

      The property conveyed hereunder is conveyed by Assignor and accepted BY
Assignee AS IS, WHERE IS, AND WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF ANY
KIND, CHARACTER OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, IT BEING THE INTENTION
OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL REPRESENTATIONS AND
WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY
ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY
CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES
WHATSOEVER CONTAINED IN OR CREATED BY THE MASSACHUSETTS UNIFORM COMMERCIAL CODE,
EXCEPT TO THE EXTENT EXPRESSLY CONTAINED IN THE PURCHASE AGREEMENT.


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      This Xxxx of Sale, Assignment and Assumption may be executed in one or
more identical counterparts, each of which such counterpart shall be deemed an
original for all purposes and all such counterparts collectively consisting of
one such Xxxx of Sale, Assignment and Assumption.

      IN WITNESS WHEREOF, Assignor has executed this Xxxx of Sale, Assignment
and Assumption as of January 23, 1997.

                                     ASSIGNOR:

                                     XXXXXX PLACE ASSOCIATES,
                                     an Illinois general partnership

                                     By:  JMB Realty Corporation,
                                          a Delaware corporation,
                                          Its General Partner

                                          By:    /s/ Xxxx X. Xxxxxxx
                                                 ---------------------
                                          Name:  Xxxx X. Xxxxxxx
                                                 ---------------------
                                          Title: Senior Vice President
                                                 ---------------------


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                                   ASSUMPTION

      As of the date above written, Assignee hereby accepts the foregoing Xxxx
of Sale, Assignment and Assumption and hereby agrees to assume and discharge, in
accordance with the terms thereof, all of the burdens and obligations of
Assignor relating to the Property Agreements first arising or accruing from and
after the date hereof.

                        ASSIGNEE:

                        XXXXXX PLACE ASSOCIATES, LLC,
                        a Delaware limited liability company

                        By:     JMB REALTY CORPORATION,
                                a Delaware corporation
                                Managing Member

                                By:    /s/ Xxxx X. Xxxxxxx
                                      ----------------------
                                Name:  Xxxx X. Xxxxxxx
                                      ----------------------
                                Title: Senior Vice President
                                      ----------------------


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