PURCHASE AGREEMENT

Exhibit 10.2

BEHRINGER HARVARD REIT I, INC.

- and -

EVERCLEAR ACQUISITION CORPORATION

- and -

IPC US REAL ESTATE INVESTMENT TRUST

- and -

PRF HOLDINGS INC.

- and -

BARRY REICHMANN

PURCHASE AGREEMENT

August 14 , 2007

TABLE OF CONTENTS

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PURCHASE AGREEMENT

THIS AGREEMENT made as of the 14 ^th day of August , 2007,

BETWEEN:

BEHRINGER HARVARD REIT I, INC.,

a corporation organized under the laws of Maryland ,

(hereinafter referred to as “Parent”),

- and -

EVERCLEAR ACQUISITION CORPORATION,

a corporation organized under the laws of the Province of Ontario ,

(hereinafter referred to as “Buyer”),

- and -

IPC US REAL ESTATE INVESTMENT TRUST,

a trust formed under the laws of the Province of Ontario,

(hereinafter referred to as “IPC REIT”),

- and -

PRF HOLDINGS INC.,

a corporation organized under the laws of the Province of Ontario,

(hereinafter referred to as “PRF”),

- and -

BARRY REICHMANN ,

an individual resident in Toronto, Ontario,

(hereinafter referred to as “BR”).

WHEREAS IPC REIT, PRF and BR (collectively, the “Sellers”) wish to sell, and Buyer wishes to acquire, the Purchased Shares, on and subject to the terms and conditions set out in this Agreement;

AND WHEREAS the board of trustees of IPC REIT (the “Board”) has determined, after receiving financial and legal advice, that it would be advisable and in the best interest of IPC REIT and the Unitholders for the Board to support the Transactions and to recommend that the Unitholders vote for the Unitholder Resolution at the Unitholder Meeting, all on and subject to the terms and conditions set out in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1                                Definitions.

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

“ 1716351 ” means 1716351 Ontario Inc., a corporation organized under the laws of the Province of Ontario;

“ 2004 Debentures ” means the $40,000,000 initial aggregate principal amount of convertible unsecured subordinated debentures of IPC REIT due November 30, 2014, issued pursuant to the Indenture ;

“ 2005 Debentures ” means the $60,000,000 initial aggregate principal amount of convertible unsecured subordinated debentures of IPC REIT due September 30, 2012, issued pursuant to the Indenture ;

“ Acquisition Proposal ” means (a) any proposal or offer, whether or not in writing, made after the date hereof by any Person other than Buyer (or any Affiliate of or Person acting jointly or in concert with Buyer or any Affiliate of Buyer) with respect to the acquisition, directly or indirectly, of assets, securities or ownership interests of or in IPC REIT or any of its Subsidiaries representing 20% or more of the consolidated assets of IPC REIT and its Subsidiaries taken as a whole, in a single transaction or a series of transactions, or of equity interests representing a 20% or greater economic interest in IPC REIT or such Subsidiaries taken as a whole, in a single transaction or a series of transactions, pursuant to any merger, amalgamation, tender offer, share exchange, business combination, liquidation, dissolution, recapitalization, take-over or non-exempt issuer bid, amendment to the Declaration of Trust, redemption of units, extraordinary distribution, sale, lease, exchange, mortgage, pledge, transfer, purchase or issuance as consideration or similar transaction or series of transactions involving IPC REIT or any of such Subsidiaries or any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Transactions or (b) any public announcement after the date hereof of an intention to do any of the foregoing from any

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Person other than Buyer (or an Affiliate of a Person acting jointly or in concert with Buyer or any Affiliate of Buyer);

“ Affiliate ” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus and Registration Exemptions;

“ Agreement ” means this purchase agreement, as the same may be supplemented, amended or modified from time to time;

“ Authorizations ” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person or its business;

“ Board ” has the meaning ascribed thereto in the recitals to this Agreement;

“ Books and Records ” means all books and records of IPC REIT and its Subsidiaries, including financial, personnel, corporate, operations, books of account, sales and purchase records, formulae, business reports, plans and projections and all other documents, surveys, plans, files, records, correspondence and other data and information, financial or otherwise including all data stored on computer-related or other electronic media;

“ BR Option Agreement ” means the second amended and restated option agreement dated September 30, 2005 between BR, IPC Realty, IPC US and IPC (US) II, Inc.;

“ Business Day ” means any day other than a Saturday, Sunday, a statutory or civic holiday observed in the Province of Ontario or New York State or day that is observed as a religious holiday in accordance with the practices of Orthodox Judaism;

“ Canadian GAAP ” means Canadian generally accepted accounting principles as defined from time to time by the Accounting Standards Board of the Canadian Institute of Chartered Accounts in the Handbook of the Canadian Institute of Chartered Accountants;

“ CFS ” means the audited consolidated financial statements of IPC REIT, including the notes thereto and the auditors report thereon, as at and for the twelve month period ended December 31, 2006;

“ Circular ” means the notice of meeting and the accompanying management information circular of IPC REIT to be sent to Unitholders in connection with the Unitholder Meeting, as the same may be amended, supplemented or otherwise modified subject to this Agreement;

“ Closing ” means the closing of the Transactions;

“ Closing Date ” has the meaning ascribed thereto in section 2.3;

“ Code ” means the United States Internal Revenue Code of 1986 , as amended;

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“ Collective Bargaining Agreements ” has the meaning ascribed thereto in section 4.1(r)(ii);

“ Confidentiality Agreement ” means the confidentiality agreement dated February 5, 2007 between IPC REIT and Parent ;

“ Contract ” means any agreement, contract, licence, undertaking, engagement or commitment of any nature, written or oral;

“ Data Room Information ” means the documents and other information concerning IPC REIT and its Subsidiaries made available to Buyer, its Affiliates or their legal counsel or other advisors or consultants on or before the date two Business Days prior to the date of this Agreement consisting of: (a) documents available in a data room at the offices of, and on an electronic data site maintained by, IPC REIT and IPC REIT’s legal counsel and documents provided to Buyer and its advisors on compact discs (the indices to such documents are annexed to a separate letter dated the date of this Agreement and delivered by IPC REIT to Buyer); and (b) all Filed CSA Documents;

“ Debentureholders ” means the holders of outstanding Debentures;

“ Debentures ” means, collectively, the 2004 Debentures and the 2005 Debentures;

“ Declaration of Trust ” means the amended and restated declaration of trust of IPC REIT dated as of May 20, 2005, as the same may be amended, supplemented or otherwise modified subject to this Agreement;

“ Defeasance Amount ” means the aggregate amount necessary to defease the Debentures outstanding on the Closing Date in accordance with the terms of the Indenture;

“ Defeasance Loan ” meaning ascribed thereto in section 5.4(c);

“ Disclosure Letter ” means the disclosure letter of IPC REIT dated the date of this Agreement and delivered by IPC REIT to Buyer concurrently herewith;

“ Distribution Reinvestment Plan ” means the Unitholder distribution reinvestment plan established by IPC REIT;

“ Employee Benefit Plan ” means any “employee benefit plan” (as such term is defined in ERISA section 3(3)) and any other similar material employee benefit plan, program, policy, agreement or arrangement;

“ Employee Pension Benefit Plan ” has the meaning set forth in ERISA section 3(2);

“ Employee Plans ” has the meaning ascribed thereto in section 4.1(s)(i);

“ Employee Welfare Benefit Plan ” has the meaning set forth in ERISA section 3(1);

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“ Environmental Laws ” means all Laws relating to the protection of the environment, including the soil, subsurface strata, sediment, surface water or groundwater, relating to air, water or noise pollution or relating to the protection of human health from exposure to Hazardous Substances;

“ Environmental Liabilities ” means, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, consequential damages, treble damages, costs and expenses, fines, penalties and sanctions incurred as a result of or related to any claim, suit, action, administrative order, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, relating to any matter arising under or related to any Environmental Laws or Environmental Permits, or in connection with any Release or threatened Release or presence of a Hazardous Substance whether on, at, in, under, from or about or in the vicinity of any real or personal property;

“ Environmental Permits ” means all permits, licenses, written authorizations, certificates, approvals, program participation requirements or registrations required by or available with or from any Governmental Entity under any Environmental Laws;

“ ERISA ” means the Employee Retirement Income Security Act of 1974 , as amended;

“ ERISA Affiliate ” means, with respect to any Person, any corporation, trade or business which, together with such person, is a member of a controlled group of corporations or a group of trades or businesses under common control within the meaning of Code Section 414;

“ Excess Distribution Amount ” means the amount of any distribution or dividend declared on a Unit or IPC Realty Preferred Share, as applicable, in excess of the Monthly Distribution;

“ Filed CSA Documents ” means any documents filed with the Canadian Securities Administrators on or after January 1, 2007 to the date two Business Days prior to the date hereof that are disclosed in full, without redaction, under IPC REIT’s name on the System for Electronic Document Analysis and Retrieval (SEDAR) website;

“ Financial Statements ” has the meaning ascribed thereto in section 5.7;

“ Foreclosure Property ” means real property acquired directly by foreclosure or deed in lieu thereof;

“ Go Shop Period ” has the meaning ascribed thereto in section 6.3;

“ Governmental Entity ” means any: (a) multinational, federal, provincial, state, county, municipal, local or other governmental or public department, central bank, court, commission, commissioner, tribunal, board, bureau, agency, executive agency, ministry, department or instrumentality; (b) any subdivision or authority of any of the foregoing; or

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(c) any quasi-governmental, self-regulatory agency or organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of the foregoing, including the Toronto Stock Exchange;

“ Hazardous Substances ” means: (a) regardless of whether subject to the jurisdiction of a Governmental Entity, those substances defined in or regulated under the following United States federal statutes and their state counterparts and all regulations thereunder, including the Resource Conservation and Recovery Act , the Comprehensive Environmental Response , Compensation and Liability Act , the Clean Water Act , the Safe Drinking Water Act , the Atomic Energy Act , the Clean Air Act , the Oil Pollution Act and the Toxic Substances Control Act ; (b) natural gas, petroleum and petroleum products, including crude oil and any fractions thereof and waste oil; (c) polychlorinated biphenyls, asbestos, asbestos-containing materials and radon; (d) lead-based paints; and (e) any other pollutant, contaminant, substance, material, waste or condition regulated by any Governmental Entity pursuant to any Environmental Law;

“ including ”, “ includes ” and similar expressions are not intended to be limiting and are deemed to be followed by the expression “without limitation”;

“ Income Tax ” means any United States or Canadian federal, state, provincial, county, municipal, local or foreign tax on income, net income, profits or capital gains, including any interest, penalty or addition thereto, whether disputed or not;

“ Income Tax Return ” means any return, declaration, report, estimate, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof, filed or to be filed with any taxing authority;

“ Indenture ” means the trust indenture dated as of November 26, 2004 between IPC REIT and CIBC Mellon Trust Company, as amended by the First Supplemental Indenture dated as of September 23, 2005, and as it may be further amended, supplemented or otherwise modified subject to this Agreement;

“ Investment Canada Act ” means the Investment Canada Act (Canada), as amended;

“ IPC Realty ” means IPC Realty Limited, a corporation organized under the laws of the Province of Ontario;

“ IPC Realty Preferred Shares ” has the meaning ascribed thereto in section 4.1(e);

“ IPC Realty Purchase Price ” means an amount equal to the product of (i) 6,682,505 and (ii) the sum of (A) $9.75 plus (B) any declared and unpaid cumulative dividends on an IPC Realty Preferred Share (calculated in accordance with the Shareholders Agreement), calculated in United States dollars, up to the Closing Date plus (C) $0.0667, pro rated on the basis of the number of days (excluding the Closing Date) that have passed in the month in which the Closing Date occurs;

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“ IPC REIT Deferred Unit Plan ” means the deferred unit compensation plan of IPC REIT, implemented by IPC REIT as of November 30, 2003 and as amended and restated as of June 26, 2007, providing for the grant of deferred units, as amended, supplemented or otherwise modified subject to this Agreement;

“ IPC REIT Option Plan ” means the unit option plan of IPC REIT, implemented by IPC REIT as of December 12, 2001 and as amended and restated as of June 26, 2007, providing for the grant of options to acquire Units, as amended, supplemented or otherwise modified subject to this Agreement;

“ IPC US ” means IPC (US), Inc., a corporation organized under the laws of the State of Delaware;

“ IPC US Purchase Price ” means an amount equal to (i) the sum of (A) $187,500 plus (B) any declared and unpaid cumulative dividends on the IPC US Special Shares, calculated in United States dollars, up to the Closing Date, less (ii) any Taxes required to be withheld by Buyer on its purchase of the IPC US Special Shares;

“ IPC US Special Shares ” has the meaning ascribed thereto in section 4.1(e);

“ KeyBank Facility ” has the meaning ascribed thereto in the Disclosure Letter;

“ Laws ” means all laws, including statutes, by-laws, rules, regulations, orders, ordinances, directives and the terms and conditions of any approvals, permits, licences, certificates, notices, decrees, directions, requirements, or judgments, orders, awards or other Authorizations, of any Governmental Entity, together with any enforceable published treaties, protocols, guidelines or policies;

“ Leased Properties ” has the meaning ascribed thereto in the Disclosure Letter;

“ Leases ” has the meaning ascribed thereto in the Disclosure Letter;

“ Liens ” means any hypothecs, mortgages, liens, charges, security interests, encumbrances and adverse claims;

“ Matching Period ” has the meaning ascribed thereto in section 6.5(e);

“ Material Adverse Effect ” means any change, effect, event, development, occurrence or set of circumstances, individually or in the aggregate, that: (a) is materially adverse or is reasonably likely to be materially adverse to the business, affairs, results of operations, condition (financial or otherwise) or assets of IPC REIT and its Subsidiaries, taken as a whole; (b) would reasonably be expected to prevent or materially impair the ability of IPC REIT from qualifying as a mutual fund trust for purposes of the Tax Act or as a unit trust under paragraph 108(2)(a) of the Tax Act; or (c) would reasonably be expected to cause IPC REIT or its Subsidiaries to become subject to Tax under Part X11.2 of the Tax Act; provided, however, that any change, effect, event, development, occurrence or set of circumstances relating to:

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(i)        the U.S. or Canadian economy, general political conditions or securities markets in general, but only to the extent that the effects do not have a materially disproportionate impact on IPC REIT and its Subsidiaries, taken as a whole, as compared to other Persons who operate in the U.S. commercial real estate industry in the relevant geographic areas;

(ii)       foreign exchange (Canadian dollar relative to U.S. dollar) or interest rates;

(iii)      the U.S. commercial real estate industry in general, but only to the extent that the effects do not have a materially disproportionate impact on IPC REIT and its Subsidiaries, taken as a whole, as compared to other Persons who operate in the U.S. commercial real estate industry in the relevant geographic areas;

(iv)      the announcement of the execution of this Agreement or the Transactions, the performance of any obligation hereunder and the consummation of the Transactions;

(v)        a decrease in the market price or any decline in the trading volume of Units on the Toronto Stock Exchange (other than as a result of or in connection with any event otherwise constituting a Material Adverse Effect);

(vi)      the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism, or any natural disaster, but only to the extent that the effects do not have a materially disproportionate impact on IPC REIT and its Subsidiaries, taken as a whole, as compared to other Persons who operate in the U.S. commercial real estate industry in the relevant geographic areas; and

(vii)     any generally applicable changes in (A) applicable Laws (other than Tax Laws or regulations or the interpretation thereof, Buyer acknowledging the SIFT Proposals, and other than decrees, judgments, orders or awards against IPC REIT or any of its Subsidiaries), or (B) in Canadian GAAP or U.S. generally accepted accounting principles,

shall be deemed not to constitute a “Material Adverse Effect” and shall not be considered in determining whether a “Material Adverse Effect” has occurred;

“ Maximum Transaction Costs ” means $20 million;

“ Misrepresentation ” has the meaning ascribed thereto in the Securities Act;

“ Monthly Distribution ” means the regular monthly distribution or dividend to Unitholders or PRF, as the case may be, of up to $0.0667 per Unit or IPC Realty Preferred Share, as applicable, declared payable to holders of Units of record on the last day of each month or PRF, as applicable, to be paid on or about the 15 ^th day following each month end;

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“ NSULC ” means IPC Realty Holdings Company, an unlimited liability company organized under the laws of the Province of Nova Scotia;

“ NSULC Common Shares ” has the meaning ascribed thereto in section 4.1(e);

“ NSULC Preferred Shares ” has the meaning ascribed thereto in section 4.1(e);

“ NSULC Purchase Price ” means an amount equal to (i) the sum of the Defeasance Amount plus (ii) the “cashless” exercise price for all of the outstanding Options under the IPC REIT Option Plan plus (iii) the product of (A) the number of Units and Options under the IPC REIT Deferred Unit Plan outstanding on the Closing Date and (B) the sum of (I) $9.75 plus (II) any declared and unpaid regular distributions on a Unit, calculated in United States dollars, up to the Closing Date plus (III) $0.0667, pro rated on the basis of the number of days (excluding the Closing Date) that have passed in the month in which the Closing Date occurs;

“ Options ” means any existing rights or options to purchase or receive Units outstanding under the IPC REIT Option Plan or the IPC REIT Deferred Unit Plan;

“ Outside Date ” means December 31, 2007 or such later date as may be agreed by the parties in writing;

“ Owned Properties ” has the meaning ascribed thereto in the Disclosure Letter;

“ Permitted Encumbrances ” has the meaning ascribed thereto in the Disclosure Letter except that, when used with respect to the securities of any Subsidiary, shall mean only the security granted with respect to the KeyBank Facility;

“ Person ” includes any individual, partnership, limited partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“ Prohibited Income ” has the meaning ascribed thereto in section 4.1(t)(xxvi);

“ Purchased Shares ” means: (a) the NSULC Common Shares owned by IPC REIT; (b) the IPC Realty Preferred Shares owned by PRF; and (c) the IPC US Special Shares owned by BR;

“ Real Estate Assets ” means real property (including fee ownership, co-ownership, leaseholds and options to acquire such interests), mortgages on such property and shares in another REIT;

“ Regulatory Approvals ” means, in relation to the consummation of the Transactions, the approval, deemed approval, consent, clearance, ruling, order or exemption (including the lapse, without objection, of a prescribed time under any applicable law that states that a transaction may be implemented if a prescribed time lapses following the giving of notice

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without objection being made), by the applicable Minister on terms satisfactory to Buyer, acting reasonably, pursuant to the Investment Canada Act or as otherwise required by any other Governmental Entity, including but not limited to the Ontario Securities Commission and the Toronto Stock Exchange;

“ REIT ” means a real estate investment trust;

“ Release ” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Substance in the indoor or outdoor environment, including the movement of Hazardous Substance through or in the air, soil, surface water, ground water or property;

“ REMIC ” has the meaning ascribed thereto in section 4.1(t)(xxvii);

“ Rents From Real Property ” means income from the rental of real property, including for this purpose both amounts paid with respect to a lease of personal property under or in connection with a lease of real property and charges for services customarily furnished or rendered in connection with the rental of real property (whether or not such charges are separately stated), but excluding for such purposes any income derived from the provision of services, any amounts that depend in whole or in part on income or profits derived by any tenant (or sub-tenant) from such property (except that such amounts may be based on a fixed percentage or percentages of receipts or sales), and any rent received or accrued directly or indirectly from any Related Party Tenant;

“ Related Party Tenant ” means a Person in which IPC US owns or owned (with such ownership determined by taking into account the applicable attribution rules) at any time during a particular taxable year with respect to which the representation is made (a) in the case of a corporation, ten percent or more of the total combined voting power of all classes of shares entitled to vote, or ten percent or more of the total value of shares of all classes of shares or (b) in the case of an entity other than a corporation, an interest of ten percent or more in the capital or profits of such entity;

“ Required Contractual Consents ” means (a) all consents, waivers, approvals or authorizations from, or declarations, filings or notices to, other parties (other than IPC REIT or any of its Subsidiaries) to material Contracts to which IPC REIT or any of its Subsidiaries is a party or by which any of them is obligated or bound (including any option rights, rights of first refusal or rights of first opportunity which would result in any Person, other than Buyer or any Affiliate thereof, acquiring an interest in any of the Owned Properties or Leased Properties, or any Subsidiary of IPC REIT) which consents, waivers, etcetera by the terms of any such material Contract are necessary for the consummation of the Transactions or which, if not obtained, would result in a material breach of, or constitute a material default by IPC REIT or any of its Subsidiaries under, or result in any termination, cancellation or acceleration of contractual commitments or obligations under, such material Contract and (b) all consents, waivers, approvals or authorizations of, or declarations, filings or notices to, any Person (other than IPC REIT or any of its Subsidiaries) to which IPC REIT or any of its Subsidiaries is indebted

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(excluding the KeyBank Facility and any existing mortgages that Buyer has expressed in writing to IPC REIT in accordance with section 7.1(c) that Buyer intends to prepay or defease at or prior to Closing) which by the terms and conditions of such indebtedness or security therefor are necessary for the consummation of the Transactions or the failure of which to obtain would result in any right to material payment, make whole or yield maintenance payment or any right of termination, cancellation or acceleration of such indebtedness;

“ Securities Act ” means the Securities Act (Ontario), as amended;

“ Securities Laws ” means the Securities Act and all other applicable Canadian securities Laws and the rules and published policies of the Toronto Stock Exchange;

“ Sellers ” has the meaning ascribed thereto in the recitals to this Agreement;

“ Service ” means the U.S. Internal Revenue Service;

“ Shareholders Agreement ” means the amended and restated shareholders agreement dated July 7, 2005 between IPC REIT, NSULC, PRF and IPC Realty, as it may be further amended, supplemented or otherwise modified subject to this Agreement;

“ SIFT Proposals ” means the changes to the taxation of publicly traded trusts announced on October 31, 2006 by the Minister of Finance (Canada) and incorporated in the draft legislation dated December 21, 2006 and Notice of Ways and Means Motion dated March 27, 2007;

“ Subsidiary ” means a “subsidiary” as defined in National Instrument 45-106 – Prospectus and Registration Exemptions and, with respect to IPC REIT and/or NSULC, also means IPC Realty, IPC US and any member of IPC US’s “affiliated group” (as defined in section 1504 of the Code);

“ Superior Proposal ” means any unsolicited written Acquisition Proposal (including an Unsolicited Acquisition Proposal) made by any Person after the date hereof that in the good faith determination of the Board, after consultation with its financial advisors and with its outside legal counsel:

(a)                                   is reasonably capable of being completed without undue delay having regard to financial, legal, regulatory and other matters;

(b)                                  in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full of the consideration;

(c)                                   is not subject to any due diligence conditions or any conditions regarding shareholder, board or other corporate approval or authority; and

(d)                                  would, if consummated in accordance with its terms, result in a transaction more favourable to Unitholders, taken as a whole after consideration of financial and other terms, than the Transactions,

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provided, however, that for purposes of this definition the references in the definition of Acquisition Proposal to “20% or more” or “20% or greater” shall be deemed to be references to “100%”;

“ Tax ” or “ Taxes ” means any United States or Canadian, federal, provincial, state, county, municipal, local or other income, gross receipts, license, payroll, employer health tax, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar) unemployment, disability, real property, personal property, sales, use, ad valorem, withholding, transfer, registration, value added, goods and services, alternative or add-on minimum, estimated, or other taxes, fees, assessments or similar charges in the nature of a tax including Canada Pension Plan, federal, provincial, or state pension plan contributions, employment insurance premiums or other taxes, of any kind whatsoever, including any interest, fine, penalty, or addition thereto, whether disputed or not, and all amounts payable pursuant to any agreement or arrangement with respect to Taxes;

“ Tax Act ” means the Income Tax Act (Canada), as amended;

“ Tax Return ” means any return, declaration, report, estimate, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, filed with any taxing authority;

“ Tenant Leases ” means all leases, agreements to lease and licences in respect of the Owned Properties and Leased Properties, including all offers to lease and monthly tenancies and all other agreements in any way relating to the occupation of the Owned Properties and Leased Properties by tenants thereof;

“ Termination Expenses ” has the meaning ascribed thereto in section 11.2(b);

“ Termination Fee ” means a fee equal to (i) from the date hereof to and including September 30, 2007, $6 million and (ii) from October 1, 2007 onwards, $ 12 million ;

“ Termination Fee Event ” has the meaning ascribed thereto in section 11.1;

“ Transaction Costs ” means the following costs, expenses and fees of IPC REIT or its Subsidiaries to be incurred or paid in connection with, or incidental to, the Transactions: (i) all legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees and disbursements of advisors to IPC REIT or its Subsidiaries; (ii) all fees, costs or other expenses incurred (A) as a result of compliance with section 5.5 and the wind-up and dissolution of IPC REIT and section 7.2(a) and the liability insurance for the trustees, directors and officers of IPC REIT and its Subsidiaries, and (B) in connection with preparing, printing and mailing the Circular and convening and holding the Unitholder Meeting; (iii) all change of control, severance or retention payments as set forth in section 4.1(z) of the Disclosure Letter; and (iv) all other fees, costs and expenses set forth in section 4.1(z) of the Disclosure Letter;

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“ Transactions ” means the purchase and sale of the Purchased Shares and all other transactions contemplated herein;

“ Trust Amendment ” means the amendment to the Declaration of Trust pursuant to the terms of the Unitholder Resolution;

“ Units ” means the trust units of IPC REIT;

“ Unitholder Approval ” has the meaning ascribed thereto in section 3.1(a);

“ Unitholder Meeting ” means the special meeting of Unitholders (including any adjournments or postponements thereof) to be called and held to consider and, if deemed advisable, approve the Unitholder Resolution;

“ Unitholder Resolution ” means a Special Resolution (as defined in the Declaration of Trust) of the Unitholders approving the Transactions and amendments to the Declaration of Trust, such resolution to be in form and substance satisfactory to IPC REIT and Buyer, acting reasonably;

“ Unitholders ” means the holders of Units; and

“ Unsolicited Acquisition Proposal ” has the meaning ascribed thereto in section 6.1(c).

1.2                                Currency.

Unless otherwise indicated, all sums of money referred to in this Agreement shall mean United States dollars.

1.3                                Interpretation Not Affected by Headings.

The division of this Agreement into Articles, sections and clauses and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise indicated, all references to an “Article”, “section” or “clause” followed by a number and or letter refer to the specified Article, section or clause of this Agreement. The terms, this “Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement (including any particular Article, section or clause).

1.4                                Statutory References.

A reference to a statute includes all rules and regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation or rule which amends, supplements or supersedes any such statute or any such regulation or rule.

1.5                                Subsidiaries of IPC REIT.

To the extent any covenants or agreements contained herein relate, directly or indirectly, to a Subsidiary of IPC REIT, each such provision shall be construed as a covenant by

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IPC REIT to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.

1.6                                Number and Gender.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa , and words importing gender include all genders.

1.7                                Date for Any Action.

Unless otherwise specified, time periods within or following which any payment is to be made or any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

1.8                                Accounting Matters.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under Canadian GAAP and all determinations of an accounting nature in respect of IPC REIT required to be made shall be made in a manner consistent with Canadian GAAP, consistently applied.

1.9                                Knowledge.

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of IPC REIT, it shall be deemed to refer to the actual knowledge, after reasonable enquiry, as applicable, of Gary Goodman, President and Chief Executive Officer of IPC REIT, David Dinniwell, Chief Financial Officer of IPC REIT, Elisabeth Wigmore, Chief Operating Officer of IPC REIT, Y. Dov Meyer, Chief Investment Officer of IPC REIT and Bruce Wibbels, President of IPC US .

1.10                         Entire Agreement.

This Agreement, the agreements and other documents referred to herein and the Confidentiality Agreement which, subject to section 2.5, shall remain in full force and effect, constitute the entire agreement between the parties hereto pertaining to the Transactions and ancillary arrangements and supersede all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties hereto with respect to the terms of the Transactions and the other transactions contemplated herein. Except as expressly represented and warranted herein, no party shall be considered to have given any other express or implied representations or warranties, including without limitation as a result of oral or written statements.

1.11                         Disclosure Letter.

Contemporaneously with the execution and delivery of this Agreement, IPC REIT is delivering to Buyer the Disclosure Letter required to be delivered pursuant to this Agreement in order to qualify certain representations, warranties and covenants of IPC REIT contained in

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this Agreement. For greater clarity, each reference in a section of this Agreement to the Disclosure Letter should be deemed to refer to the corresponding schedule of the Disclosure Letter and any disclosure in the Disclosure Letter that is disclosed in such a way as to make its relevance or applicability to information called for by another section of this Agreement reasonably apparent shall be deemed to be disclosed with respect to such other representation, warranty or covenant whether or not the particular disclosure references a particular representation, warranty or covenant.

ARTICLE 2

PURCHASE AND SALE

2.1                                Purchase and Sale.

(a)            Subject to the terms and conditions of this Agreement, including for certainty section 11.4, on the Closing Date, and provided that the transactions referred to in this section 2.1 shall occur substantially simultaneously:

(i)             Buyer shall purchase from IPC REIT and IPC REIT shall sell, transfer and assign to Buyer the NSULC Common Shares free and clear of Liens for the NSULC Purchase Price;

(ii)            Buyer shall purchase from PRF and PRF shall sell, transfer and assign to Buyer the IPC Realty Preferred Shares free and clear of Liens for the IPC Realty Purchase Price; and

(iii)           Buyer shall purchase from BR and BR shall sell, transfer and assign to Buyer the IPC US Special Shares free and clear of Liens for the IPC US Purchase Price.

Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement in respect of the Purchased Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under any Tax Law, and the rules and regulations promulgated thereunder. To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder in respect of which such deduction and withholding was made by Buyer.

(b)            On the Closing Date, IPC REIT shall, as expressly permitted by sections 5.4 and 11.4, pay for and/or reserve against any unpaid Transaction Costs as of the Closing Date and provide to Buyer evidence of any such payments or reserves.

2.2                                Closing Deliveries.

At the Closing:

(a)            (i) IPC REIT shall deliver to Buyer (A) certificates with executed blank transfer powers representing the NSULC Common Shares, (B) the officers’ certificates referred to in sections 3.2(a)(i) and (ii) and (C) documents contemplated in

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section 2.1(b); and (ii) Buyer shall deliver to IPC REIT (A) the NSULC Purchase Price in immediately available funds by wire transfer to one or more accounts designated by IPC REIT and (B) the officers’ certificates referred to in sections 3.3(a)(i) and (ii);

(b)            (i) PRF shall deliver to Buyer (A) certificates with executed blank transfer powers representing the IPC Realty Preferred Shares and (B) the officers’ certificates referred to in sections 3.2(a)(i) and (ii); and (ii) Buyer shall deliver to PRF (A) the IPC Realty Purchase Price in immediately available funds by wire transfer to one or more accounts designated by PRF and (B) the officers’ certificates referred to in sections 3.3(a)(i) and (ii) ; and

(c)            (i) BR shall deliver to Buyer (A) certificates with executed blank transfer powers representing the IPC US Special Shares and (B) the certificate referred to in sections 3.2(a)(i) and (ii); and (ii) Buyer shall deliver to BR (A) the IPC US Purchase Price in immediately available funds by wire transfer to one or more accounts designated by BR and (B) the officers’ certificates referred to in sections 3.3(a)(i) and (ii) .

2.3                                Location and Timing of Closing.

The Closing will be held as soon as practicable and in any event no later than the fifth Business Day after the satisfaction or waiver (subject to applicable Laws) of the conditions (excluding conditions that, by their terms, are to be satisfied on the Closing Date, but subject to the satisfaction or, where permitted, the waiver of those conditions as of the Closing Date) set forth in Article 3, and, subject to obtaining the Required Contractual Consents and the Regulatory Approvals, is expected to be held on or before 10:00 a.m. (Toronto time) on October 31 , 2007 or such other time or date as is agreed to in writing by the parties (the “Closing Date”). The Closing will take place at the offices of Davies Ward Phillips & Vineberg LLP, 1 First Canadian Place, 100 King Street West, Suite 4400, Toronto, Ontario, M5X 1B1, on the Closing Date unless another place is agreed to in writing by the parties.

2.4                                Unitholder Meeting.

(a)            IPC REIT hereby represents that its Board:  (i) has validly approved this Agreement and the Transactions; (ii) has, following consultation with its financial and outside advisors, determined that the consideration per Unit to be received by Unitholders upon the redemption of the Units as a result of the Transactions is fair to, and in the best interests of, IPC REIT and its Unitholders; and (iii) has resolved to recommend that Unitholders vote for the Unitholder Resolution at the Unitholder Meeting. As at the date hereof, the resolutions of the Board taking the foregoing actions have not been modified, supplemented or rescinded and remain in full force and effect.

(b)            As promptly as reasonably practicable after the execution and delivery of this Agreement, IPC REIT shall, in consultation with Buyer, (i) establish a record date for voting and notice, duly call, give notice of, convene and hold the Unitholder Meeting on or before October 19 , 200 7 , and (ii) prepare the Circular, together with any other documents required by

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the Declaration of Trust and applicable Laws in connection with the Unitholder Meeting, and provide Buyer with an opportunity to review and comment on drafts of such documents, which comments IPC REIT will reasonably consider (provided that whether any such comments are included in such documents will be at the sole discretion of IPC REIT). The Circular shall include (among other things) the recommendation of the Board as described in section 2.4(a) and the opinions described in section 2.4(h), and shall otherwise be in form and substance satisfactory to Buyer and its advisors, acting reasonably. As promptly as practicable after the execution and delivery of this Agreement, and in any event by September 11, 2007, IPC REIT will file the Circular and any other documentation required to be filed under applicable Laws in all jurisdictions where the Circular is required to be filed by IPC REIT and mail or cause to be mailed the Circular and any other documentation required to be mailed under the Declaration of Trust or applicable Laws in connection with the Unitholder Meeting to each Unitholder, Debentureholder, holder of Options and each other Person to whom such documents are required to be sent under applicable Laws and the Declaration of Trust. Buyer will provide such assistance as IPC REIT may reasonably request in such regard.

(c)            Each of Buyer and IPC REIT shall proceed diligently, in a coordinated fashion, and shall use commercially reasonable efforts to cooperate in the preparation of the Circular as described in section 2.4(b), and of any exemptive relief applications or orders and any other documents deemed reasonably necessary by any of them to discharge their respective obligations under applicable Laws.

(d)            Each of Buyer and IPC REIT shall furnish to each other, on a timely basis, all information as may be reasonably required to effectuate the foregoing actions, and each covenants that no information so furnished by it in writing in connection with those actions will contain any Misrepresentation. Each of the parties shall ensure that the information relating to it and its Subsidiaries which is provided in the Circular does not contain any Misrepresentation. If a party becomes aware that the Circular contains a Misrepresentation or otherwise requires an amendment or supplement, such party shall promptly notify the other parties and each of Buyer and IPC REIT shall cooperate in the preparation and distribution of an amendment or supplement to the Circular that corrects the Misrepresentation.

(e)            IPC REIT shall ensure that the Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain a Misrepresentation (except that this covenant does not speak with respect to any information relating to and provided by Parent and Buyer in writing) and provides the Unitholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Unitholder Meeting.

(f)             IPC REIT shall deliver to, or cause to be delivered to, Buyer: (i) promptly upon written request being made in proper form, and in any event within five Business Days following the receipt of such request, (A) a current list of all registered holders of Options showing the name of each holder and the number of Options held by each such holder, the weighted average exercise price of such holder’s Options and the weighted average exercise price of all outstanding Options and (B) a current list of participants in book-based clearing systems, nominee registered Unitholders or Debentureholders, as the case may be, such as CDS&Co., and non-registered beneficial owners lists, and securities positions and other information and assistance as Buyer

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may reasonably request in connection with the consummation of the Transactions; and (ii) from time to time, at the request of Buyer, acting reasonably, updated or supplemental lists setting out any changes from the lists referred to in clause (i) above.

(g)            Subject to section 6.4, IPC REIT shall not adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation) the Unitholder Meeting without Buyer’s prior written consent except as required by applicable Laws (other than applicable Laws governing fiduciary duties which the parties agree are otherwise addressed in this Agreement). IPC REIT shall keep Buyer updated with respect to proxy solicitation results as reasonably requested by Buyer.

(h)            IPC REIT represents that it has obtained opinions from its financial advisors, RBC Dominion Securities Inc. and Banc of America Securities Canada Co. that, as of the date hereof, the consideration to be received by Unitholders upon the redemption of the Units as a result of the Transactions is fair from a financial point of view, which opinions will be included in the Circular. The foregoing opinions have not been modified, supplemented or rescinded prior to the date of this Agreement.

(i)             IPC REIT represents that the Board has been advised and believe that each of the trustees and senior officers of IPC REIT intends to vote, or cause to be voted, all Units of which he or she is the beneficial owner in favour of the Unitholder Resolution.

2.5                                Confidentiality Agreement.

Each of Parent and Buyer acknowledges and agrees that it is bound by the terms of the Confidentiality Agreement as is if it was an original party thereto. IPC REIT hereby waives the provisions contained in the Confidentiality Agreement with respect to the Parent and its Affiliates solely for the purpose of the Transactions (and for no other purpose) and to permit Parent and Buyer to comply with their obligations or enforce their rights under this Agreement, and each of Parent and Buyer hereby confirms that it will be bound by the terms of the Confidentiality Agreement in accordance with the terms thereof, except to the extent modified by this Agreement. Each of Parent and Buyer will remain bound by the terms of the Confidentiality Agreement in accordance with the terms thereof should this Agreement be terminated for any reason whatsoever. Notwithstanding the foregoing, (i) all of the obligations of Parent and Buyer under the Confidentiality Agreement will terminate on Closing; and (ii) all of the obligations of IPC REIT under the Confidentiality Agreement will survive Closing. The provision of this section 2.5 shall survive the termination of this Agreement.

ARTICLE 3

CONDITIONS TO CLOSING

3.1                                Mutual Conditions Precedent.

The respective obligations of the parties to complete the Transactions shall be subject to the satisfaction of the following conditions precedent (any of which may only be waived in writing by the mutual consent of Buyer and IPC REIT, for itself and on behalf of the other Sellers):

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(a)            the Unitholder Resolution shall have been approved at the Unitholder Meeting by at least 66 ² / ₃ of the votes cast by the Unitholders who are represented in person or by proxy at the Unitholder Meeting (the “Unitholder Approval”);

(b)            there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law, against Buyer or the Sellers which shall restrain, enjoin or otherwise prevent the consummation of the Transactions, or which shall cause any of the Transactions to be rescinded following consummation, and no Governmental Entity shall have proposed, enacted, promulgated or entered into any Law, or amended any existing Law, which has the effect of making the Transactions illegal or otherwise preventing their completion;

(c)            the Regulatory Approvals shall have been obtained on terms and conditions that do not adversely affect Buyer and its Affiliates, taken as a whole, in any material respect; and

(d)            this Agreement shall not have been terminated pursuant to Article 10.

3.2                                Additional Conditions Precedent to the Obligations of Buyer and Parent.

(a)                                   The obligations of Buyer and Parent to complete the Transactions shall also be subject to the fulfilment of each of the following conditions precedent (each of which is for Buyer’s and Parent’s exclusive benefit and may only be waived in writing by Buyer):

(i)         all covenants and agreements of the Sellers under this Agreement to be performed or complied with on or before the Closing Date shall have been duly performed or complied with all material respects, and Buyer shall have received a certificate of each of the Sellers addressed to Buyer and dated the Closing Date, signed on behalf of IPC REIT and PRF respectively by two senior executive officers of IPC REIT or PRF, as the case may be (on IPC REIT’s or PRF’s behalf and without personal liability), confirming the same as at the Closing Date;

(ii)        (A) the representations and warranties of IPC REIT that are qualified by references to materiality or Material Adverse Effect and the representations and warranties of PRF and BR in sections 4.1(b), (c), (e) and (f) shall be true and correct; and (B) the representations and warranties of the Sellers not so qualified shall be true and correct in all material respects, in each case, as of the Closing Date as if made on and as of such time (except to the extent such representations and warranties speak solely as of an earlier date, in which event such representations and warranties shall be true and correct to such extent as of such earlier date); and Buyer shall have received a certificate of each of the Sellers addressed to Buyer and dated the Closing Date, signed on behalf of IPC REIT and PRF respectively by two senior executive officers of IPC REIT or PRF, as the

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case may be, (on IPC REIT’s or PRF’s behalf and without personal liability), confirming the foregoing as at the Closing Date;

(iii)       following the date hereof, there shall not have occurred any Material Adverse Effect and Buyer shall have received a certificate of IPC REIT addressed to Buyer and dated the Closing Date, signed on behalf of IPC REIT by two senior executive officers of IPC REIT (on IPC REIT’s behalf and without personal liability), confirming the foregoing as at the Closing Date;

(iv)       the Required Contractual Consents (which, for greater certainty, shall exclude consents required under existing mortgages that Buyer has expressed in writing to IPC REIT pursuant to section 7.1(c) that Buyer intends to prepay or defease) shall have been obtained on or before the Closing Date on terms acceptable to Buyer acting reasonably;

(v)        the BR Option Agreement and Shareholders’ Agreement shall have been terminated without cost to any party to such agreements beyond amounts accrued to the date of the termination in the ordinary course and consistent with past practice;

(vi)       the NSULC Preferred Shares shall have been cancelled, redeemed or otherwise dealt with on the terms set out in the Disclosure Letter; and

(vii)      the Financial Statements shall have been delivered to Buyer.

(b)                                  Buyer may not rely on the failure to satisfy any of the conditions precedent in sections 3.1 or 3.2 if the condition precedent was not satisfied solely as a result of a default by Buyer in complying with its obligations under this Agreement.

3.3                                Additional Conditions Precedent to the Obligations of the Sellers.

(a)                                   The obligations of each of the Sellers to complete the Transactions shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of the Sellers and may only be waived in writing by IPC REIT, for itself and on behalf of PRF and BR):

(i)                          all covenants and agreements of Buyer under this Agreement to be performed or complied with on or before the Closing Date shall have been duly performed or complied with by Buyer in all material respects, and the Sellers shall have received a certificate of Buyer addressed to the Sellers and dated the Closing Date, signed on behalf of Buyer by two senior executive officers of Buyer (on Buyer’s behalf and without personal liability), confirming the same as at the Closing Date; and

(ii)                       (A) the representations and warranties of Buyer that are qualified by references to materiality or Material Adverse Effect shall be true and correct; and (B) the representations and warranties of Buyer not so

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qualified shall be true and correct in all material respects, in each case as of the Closing Date as if made on and as of such time (except to the extent such representations and warranties speak solely as of an earlier date, in which event such representations and warranties shall be true and correct to such extent as of such earlier date); and the Sellers shall have received a certificate of Buyer addressed to the Sellers and dated the Closing Date, signed on behalf of Buyer by two senior executive officers of Buyer (on Buyer’s behalf and without personal liability), confirming the same as at the Closing Date.

(b)                                  the Sellers may not rely on the failure to satisfy any of the conditions precedents in sections 3.1 or 3.3 if the condition precedent was not satisfied solely as a result of a default by IPC REIT, PRF or BR in complying with its obligations in this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1                                Representations and Warranties of the Sellers.

The Sellers (but as to PRF and BR only to the limited extent that they respectively give representations and warranties in sections 4.1(b), (c), (e) and (f)) hereby represent and warrant that, except as disclosed in the Disclosure Letter and the Filed CSA Documents:

(a)            Organization, Standing and Corporate Power . IPC REIT and each of its Subsidiaries has been duly formed or incorporated, as the case may be, under applicable Law, is validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power or similar power and authority to own, lease and operate its properties and assets and conduct its business as currently owned and conducted. IPC REIT and each of its Subsidiaries are duly qualified or licensed to do business and are in good standing in each jurisdiction in which the nature of their business or the ownership or leasing of their properties makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. IPC REIT has made available to Buyer complete and correct copies of its Declaration of Trust and the organizational documents of each of IPC REIT’s Subsidiaries. The Declaration of Trust and the organizational documents of each of IPC REIT’s Subsidiaries are in full force and effect and no dissolution, revocation or forfeiture proceeding regarding IPC REIT or any of its Subsidiaries has been commenced. Neither IPC REIT nor any of its Subsidiaries is in material violation of any of the provisions of its Declaration of Trust or organizational documents, as the case may be.

(b)            Authority; No Conflict . Each of IPC REIT and PRF has the requisite trust or corporate power and authority to enter into this Agreement and to perform its obligations hereunder. BR has the capacity to enter into this Agreement and to perform his obligations hereunder. The execution, delivery and performance of

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this Agreement by each of IPC REIT and PRF and the consummation by each of IPC REIT and PRF of the Transactions have been duly authorized by the Board and by the board of directors of PRF, respectively, and no other proceedings on the part of IPC REIT or PRF are necessary to authorize this Agreement or the Transactions, other than: (i) with respect to the Circular and other documents relating thereto, the approval of the Board; and (ii) Unitholder Approval. This Agreement has been duly executed and delivered by each of the Sellers and constitutes a valid and binding obligation of, and enforceable against, each of them in accordance with its terms subject to the usual exceptions as to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights and the availability of equitable remedies. The execution and delivery by each of the Sellers of this Agreement, the performance by each of them of their respective obligations hereunder and the completion of the Transactions will not result directly or indirectly (with or without notice, the passage of time or both) in a violation, default or breach by any of them of, require any consent to be obtained or filing to be made by any of the Sellers under, or constitute a default under any provision of, conflict with, or give rise to any termination, cancellation or acceleration rights or other materially adverse consequence under any provision of, or result in the creation of a material Lien upon any of the properties or assets of IPC REIT or any of its Subsidiaries, under:

(i)         the Declaration of Trust, on the assumption however that the Unitholder Approval is obtained, or constating documents of PRF or the organizational documents of any Subsidiary of IPC REIT;

(ii)        any Law applicable to any of IPC REIT or its Subsidiaries, PRF or BR, on the assumption however that the Regulatory Approvals disclosed in the Disclosure Letter are obtained; or

(iii)       any material Contract, agreement, license, franchise or permit by which IPC REIT or its Subsidiaries, PRF or BR is bound or is subject or is the beneficiary, on the assumption however that the Required Contractual Consents disclosed in the Disclosure Letter are obtained.

Insofar as the representation and warranty in this section 4.1(b) relates to the authority of PRF, the approval and execution of this Agreement by, and enforceability hereof against, PRF and the absence of conflict with agreements binding upon or Laws applicable to PRF, PRF joins in making this representation and warranty. Insofar as the representation and warranty in this section 4.1(b) relates to the legal capacity of BR, the approval and execution of this Agreement by, and enforceability hereof against, BR and the absence of conflict with agreements binding upon or Laws applicable to BR, BR joins in making this representation and warranty.

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(c)            Authorizations . All Authorizations that IPC REIT or any of its Subsidiaries are required to obtain that are related to the carrying on their respective businesses as currently operated, or the ownership or operation of their respective properties and assets, have been obtained and are currently valid, in full force and effect and in good standing in all respects, except for Authorizations the failure of which to have or to be valid, in full force and effect or in good standing would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. There is no Authorization or declaration or filing with, or notice to, any Governmental Entity which has not been received or made that is required to be made or obtained by IPC REIT, PRF or BR in connection with the execution and delivery of this Agreement by them, the performance of their respective obligations hereunder or the consummation of the Transactions, except (i) in connection with the Regulatory Approvals disclosed in the Disclosure Letter and (ii) the filing with the Canadian Securities Administrators and the Toronto Stock Exchange of the Circular.

Insofar as the representation and warranty in this section 4.1(c) relates to the Authorizations, declarations, filings or notices relating to PRF and BR, PRF and BR, respectively, join in making this representation and warranty.

(d)            Required Contractual Consents . The Disclosure Letter sets forth all Required Contractual Consents.

(e)            Capital Structure . As of August 13, 2007: (i) the authorized capital of IPC REIT consists of an unlimited number of Units, of which 44,873,941 Units are issued and outstanding; (ii) $57,100,000 principal amount of 2005 Debentures (which are convertible into 5,190,909 Units) and $25,406,000 principal amount of 2004 Debentures (which are convertible into 2,674,316 Units), a nd no more, are outstanding; (iii) 859,200 Options (which are exercisable into 859,200 Units) are outstanding under the IPC REIT Option Plan, with the weighted average exercise price of each holder’s Options and the weighted average exercise price of all outstanding Options set out in the Disclosure Letter, and 761,323 Options (which are exercisable into 761,323 Units) are outstanding under the IPC REIT Deferred Unit Plan; (iv) the authorized capital of NSULC consists of 100,000,000 common shares (the “NSULC Common Shares”) and 1,000,000 preferred shares (the “NSULC Preferred Shares”), of which 40,071,998 NSULC Common Shares and 100 ,000 NSULC Preferred Shares, and no more, are issued and outstanding; (v) the authorized capital of IPC Realty consists of an unlimited number of common shares and an unlimited number of voting preferred shares (the “IPC Realty Preferred Shares”), of which 3,668,686 common shares and 3,818,429 IPC Realty Preferred Shares, and no more, are issued and outstanding; and (vi) the authorized capital of IPC US consists of 5,000 common shares and 5,000 special voting shares (the “IPC US Special Shares”), of which 1,201 common shares and 1,200 IPC US Special Shares, and no more, are issued and outstanding. All of the outstanding NSULC Common Shares are owned beneficially and of record by IPC REIT free of Liens and all of the outstanding NSULC Preferred Shares are owned beneficially and of record by 1716351 free of Liens. All of the

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outstanding common shares of IPC Realty are owned beneficially and of record by NSULC free of Liens and all of the outstanding IPC Realty Preferred Shares are owned beneficially and of record by PRF free of Liens. All of the outstanding common shares of IPC US are owned beneficially and of record by IPC Realty free of Liens and all of the outstanding IPC US Special Shares are owned beneficially and of record by BR free of Liens. Except for the Options, the Debentures, the Shareholders Agreement, the BR Option Agreement and this Agreement, there are no options, warrants, conversion privileges share appreciation rights, phantom shares, profit participations or interests or other rights, agreements, arrangements or commitments (pre-emptive, contractual or otherwise) obligating IPC REIT, NSULC, IPC Realty or IPC US to issue or sell any Units, shares or other ownership, voting or economic interests or securities or obligations of any kind convertible into or exchangeable for Units, shares or other ownership, voting or economic interests of any of those entities. All outstanding shares or other ownership, voting or economic interests of IPC REIT, NSULC, IPC Realty and IPC US have been duly authorized and issued and are validly outstanding as fully paid and non-assessable securities and were not issued in violation of any pre-emptive rights. Except for the Shareholders Agreement and the BR Option Agreement, none of the Sellers nor any Subsidiary of IPC REIT is a party to any: (a) option, warrant, purchase right or other commitment or Contract  (other than this Agreement) that would require any of the Sellers to sell, transfer or otherwise dispose of the Purchased Shares other than to Buyer; or (b) unitholder agreement, voting trust, proxy or other agreement or understanding relating to the voting of any Units or any ownership interest in any Subsidiary of IPC REIT. Other than the Debentures, there are no bonds, debentures or other evidences of indebtedness of IPC REIT, NSULC, IPC Realty or IPC US outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with Unitholders on any matter. All Units issuable upon the exercise of Options or the conversion of Debentures, in each case in accordance with their terms, will be duly authorized and validly issued and fully paid and non-assessable. There are no outstanding contractual obligations of IPC REIT or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Units or any shares of any such Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person (other than NSULC or any of its Subsidiaries).

Insofar as the representation and warranty in this section 4.1(e) relates to the ownership of, and freedom to dispose, the outstanding IPC Realty Preferred Shares, PRF joins in making this representation and warranty. Insofar as the representation and warranty in this section 4.1(e) relates to the ownership of, and freedom to dispose, the outstanding IPC US Special Shares, BR joins in making this representation and warranty.

(f)             IPC REIT Securities . Neither PRF nor BR owns any Units or other securities of IPC REIT. PRF and BR join in making this representation and warranty.

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(g)            Subsidiaries . The Disclosure Letter sets out a complete and accurate corporate chart showing all of IPC REIT’s Subsidiaries and, except for such Subsidiaries, neither IPC REIT nor any of its Subsidiaries owns, directly or indirectly, any interest or investment (whether equity or debt) in any other Person. All shares, units or other ownership interests outstanding in each Subsidiary of NSULC (excluding IPC Realty and IPC US, which for greater certainty are excluded here because they are described in section 4.1(e)) have been duly authorized and issued and are validly outstanding as fully paid and are non-assessable and were not issued in violation of any pre-emptive rights. All of the issued and outstanding shares, units or other ownership, voting or economic interests that are owned by NSULC, directly or indirectly, in each of NSULC’s Subsidiaries are owned free and clear of Liens, other than Permitted Encumbrances and the pledge of securities of NSULC’s property-owning Subsidiaries pursuant to the KeyBank Facility. Other than the operational agreements governing the relationships with co-owners of the Owned Properties and Leased Properties as listed in the Disclosure Letter, there are no options, warrants, conversion privileges share appreciation rights, phantom shares, profit participations or interests or other rights, agreements, arrangements or commitments (pre-emptive, contractual or otherwise) obligating any Subsidiary of NSULC (excluding IPC Realty and IPC US, which for greater certainty are excluded here because they are described in section 4.1(e)): (i) to issue or sell any of its shares, units or other ownership interests or securities or obligations of any kind convertible into or exchangeable for any shares, units or other ownership interests of such Subsidiary; or (ii) sell any shares, units or other ownership interests or securities or obligations of any kind convertible into or exchangeable for any shares, units or other ownership interests of any other Subsidiary of IPC REIT. There are no bonds, debentures or other evidences of indebtedness of any Subsidiary of NSULC (excluding IPC Realty and IPC US, which for greater certainty are excluded here because they are described in section 4.1(e))) outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with such Subsidiary’s shareholders, unitholders or other owners on any matter. 1716351 is a single purpose corporation and owns or holds no property or assets or any interests therein of any nature or kind whatsoever other than the NSULC Preferred Shares.

(h)            Canadian Securities Legislation . IPC REIT is a “reporting issuer” (or the equivalent) under applicable Canadian securities legislation and is not in default of any material requirements of any applicable securities Laws; no delisting, suspension of trading in or cease trading order with respect to the Units is pending or, to the knowledge IPC REIT, threatened. The Filed CSA Documents did not contain a Misrepresentation as at the respective dates of such Filed CSA Documents and constitute all filings required to be made under applicable securities Laws. IPC REIT has not filed any confidential material change report or similar disclosure document with the Canadian Securities Administrators or the Toronto Stock Exchange which remains confidential as of the date of this Agreement. IPC REIT has delivered to Buyer complete and correct copies of any

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proposed or contemplated amendments or modifications to the Filed CSA Documents that have not been filed with the Canadian Securities Administration.

(i)             Financial Statements . Each of the audited annual consolidated financial statements of IPC REIT for the fiscal years ending December 31, 2004, 2005 and 2006, including the CFS, and the unaudited consolidated financial statements of IPC REIT for the six months ending June 30, 2007, has been prepared (and all financial statements of IPC REIT which are publicly disseminated in respect of any subsequent periods prior to the Closing Date shall be prepared) in accordance with Canadian GAAP applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of IPC REIT as of the dates thereof and the consolidated results of its operations, cash flows and changes in Unitholders’ equity for the periods then ended.

(j)             Absence of Certain Changes or Events; No Undisclosed Material Liabilities . Since December 31, 2006, except (i) as stated in any Filed CSA Documents, (ii) as stated in the Disclosure Letter and (iii) for actions taken reasonably in good faith accordance with their agreement to facilitate the consummation of the Transactions: (A) each of IPC REIT and its Subsidiaries has conducted its business in the ordinary course consistent with past practice and there would be no violation of sections 5.1(a) or 5.1(b) had such covenants been in effect as of such date except as which would not, individually or in the aggregate, or would not reasonably be expected to, have a Material Adverse Effect; (B) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) has been incurred other than in the ordinary course consistent with past practice and none of such liabilities and obligations would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (C) there has not occurred any Material Adverse Effect. Neither NSULC nor any of its Subsidiaries is responsible for or guarantor of any indebtedness of any other Person (other than a Subsidiary of NSULC).

(k)            Assets . Each of IPC REIT and its Subsidiaries has good and valid title to their respective assets which are consolidated in the material assets reflected in the latest consolidated balance sheet of IPC REIT included in the Filed CSA Documents (other than any such asset disposed of in the ordinary course of business), free and clear of any and all Liens except (i) those reflected or reserved against in the latest balance sheet of IPC REIT included in the Filed CSA Documents and listed in the Disclosure Letter, (ii) Liens registered in any public registry system that would not be expected to, individually or in the aggregate, have a Material Adverse Effect and (iii) Permitted Encumbrances. Upon the consummation of the Transactions, Buyer will own all of the assets, rights and interests of NSULC and its Subsidiaries, which shall be sufficient to enable Buyer to operate the business of NSULC and its Subsidiaries in substantially the same manner as it was operated by IPC REIT prior to the date of this Agreement.

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(l)             Litigation, etc . The Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of all suits, claims, actions or proceedings pending and, to the knowledge of IPC REIT, threatened against or relating to IPC REIT or any of its Subsidiaries or affecting any of their properties, assets or operations at law or equity or before any Governmental Entity. There is no suit, claim, action or proceeding pending or, to the knowledge of IPC REIT, threatened against or relating to IPC REIT or any of its Subsidiaries or affecting any of their properties, assets or operations at law or equity or before any Governmental Entity that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Neither IPC REIT nor any of its Subsidiaries is subject to any outstanding material order, writ, judgment, injunction, decree or arbitration order or award.

(m)           Compliance with Applicable Law . Each of IPC REIT and its Subsidiaries have complied for at least the past two years with all applicable Laws, except for any non-compliance which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Neither IPC REIT nor any of its Subsidiaries has received any notice of any violation of any applicable Laws, except for any violations which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(n)            Brokers . No broker, investment banker, financial advisor or other Person (assuming no soliciting dealers are engaged with respect to the Unitholder Meeting or the defeasance of the Debentures) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of IPC REIT or any of its Subsidiaries, other than RBC Dominion Securities Inc., Banc of America Securities LLC and T.F. August Associates, Inc., the fees and expenses of which will be paid by IPC REIT in accordance with the terms of the engagement letters entered into with such parties, copies of which have been provided to Buyer.

(o)            Insurance . IPC REIT or its Subsidiaries, as applicable, is a named insured under all insurance policies maintained for the properties of IPC REIT and its Subsidiaries, as applicable. IPC REIT and its Subsidiaries maintains insurance coverage with reputable insurers in such amounts and covering such risks which in the good faith judgment of IPC REIT are reasonable for the business of IPC REIT and its Subsidiaries. Neither IPC REIT nor any of its Subsidiaries is in default as to payment of premiums under the terms of any such insurance policy. Except as set out in the Disclosure Letter or the Filed CSA Documents, no material claims have been made under such insurance policies in the last three years. Seller has made available to Buyer copies of all certificates of insurance, binders and insurance policies maintained by IPC REIT or any of its Subsidiaries, or under which IPC REIT or any of its Subsidiaries has been a beneficiary of coverage, at any time during the past three years, together with a summary of any claims thereunder. NSULC and its Subsidiaries are the owners of all insurance policies maintained for the properties of NSULC and its Subsidiaries, as applicable, and NSULC and its Subsidiaries will be entitled to maintain such

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insurance policies immediately following the Closing upon the same terms and conditions as currently in effect.

(p)            Real Property .

(i)                        The Disclosure Letter sets forth a complete and accurate list of the Owned Properties and Leased Properties, and the August 8, 2007 rent rolls pertaining thereto. Accurate copies of all Tenant Leases covering more than 25,000 square feet and of any and all material amendments, extensions and/or additions thereto have been included in the Data Room Information. Except as disclosed in the Disclosure Letter, there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Owned Properties or Leased Properties or to acquire or lease any other real property which would restrict the ability of NSULC or the relevant Subsidiary of IPC REIT to transfer its legal and/or beneficial interest in and to the whole or any part of the Owned Properties or Leased Properties.

(ii)                     NSULC, through one of its Subsidiaries, (A) is the registered and beneficial owner of the Owned Properties with good and marketable title thereto in fee simple free and clear of all Liens, other than Permitted Encumbrances, and (B) is the tenant of the Leased Properties, subject to the terms of the Leases. NSULC’s Subsidiaries have the exclusive right to possess, use, occupy and dispose of the Owned Properties and Leased Properties, subject only to the rights of the other parties to the Leases, the Tenant Leases and the Permitted Encumbrances.

(iii)                  The Owned Properties and Leased Properties and all buildings and structures located thereon and the conduct of NSULC’s business and its Subsidiaries’ businesses as presently conducted does not violate, and the use thereof in the manner in which presently used is not adversely affected by, any zoning or building Laws which, individually or in the aggregate have, or could reasonably be expected to have a Material Adverse Effect. Neither IPC REIT nor any of its Subsidiaries has received any notification alleging any such violation.

(iv)                 No Person (other than co-owners of the Owned Properties) has any right of first refusal, right of first opportunity, option to purchase or any other right of increased participation in any of the Owned Properties, or any part thereof.

(q)            No Default . Except as would not, individually or in the aggregate, cause a Material Adverse Effect, none of IPC REIT nor any of its Subsidiaries nor, to the knowledge of IPC REIT, any of the other parties thereto, is in default under or in breach of any Lease, any Tenant Lease (which, for purposes of this section 4.1(q), means a lease of premises comprising at least 25,000 square feet), or any agreement in respect of any debt obligation or any other material Contract (which,

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for purposes of this section 4.1(q), means a Contract providing for per annum payments of more than $500,000). To the knowledge of IPC REIT, there exists no state of facts which after notice or lapse of time or both would constitute a default or breach of any material Contract. IPC REIT has delivered or made available accurate copies of all such material Contracts.

(r)             Labour Matters .

(i)         IPC REIT has no employees other than those employed by NSULC or any of its Subsidiaries. Neither IPC REIT nor any of its Subsidiaries is party to or bound by any Contract which provides for change in control, retention or similar payments, or any accelerated or enhanced payment or benefit upon or in connection with the completion of the Transactions or upon the execution and delivery of this Agreement (in either case, either alone or in conjunction with any other event).

(ii)        Neither NSULC nor any of its Subsidiaries is a party to or currently negotiating any collective bargaining agreement other than the collective bargaining agreements listed in the Disclosure Letter (the “Collective Bargaining Agreements”), true, correct and complete copies of which have been made available to Buyer. Except in respect of the Collective Bargaining Agreements, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of NSULC or any of its Subsidiaries by way of certification, interim certification, voluntary recognition, or succession rights or, to the knowledge of IPC REIT, has applied or threatened to apply to be certified as the bargaining agent of any employees of NSULC or any of its Subsidiaries. To the knowledge of IPC REIT, there are not currently (A) any union organization activities involving any employees of NSULC or any of its Subsidiaries, or any threats of such activities, (B) any strikes or lockouts or work stoppages or other material labour disputes affecting NSULC or any of its Subsidiaries or any threats of such labour disputes, or (C) any charges of unfair labour practice (other than routine individual grievances, that, individually or in the aggregate, would not be expected to have a Material Adverse Effect.)

(iii)       There are no unfair labour practice charges, grievances or complaints filed or, to the knowledge of IPC REIT, threatened in writing by or on behalf of any employee or group of employees of NSULC or any of its Subsidiaries that have not been settled or remedied that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(iv)       There are no complaints, charges or claims against NSULC or any of its Subsidiaries filed or, to the knowledge of IPC REIT, threatened in writing to be brought or filed, with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by NSULC

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or any of its Subsidiaries that have not been settled or remedied that if adversely decided would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(v)        With respect to employees of NSULC and its Subsidiaries, (A) NSULC and each of its Subsidiaries are in compliance with all laws relating to the employment of labour, including all such laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act (as amended, “WARN”) and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (B) there has been no “mass layoff” or “plant closing” as defined by WARN with respect to NSULC or any of its Subsidiaries within the last six (6) months.

(vi)       All of the existing employees of IPC US and its Subsidiaries are, to the knowledge of IPC REIT, legally employable in the United States.

(s)            ERISA and Employee Plans .

(i)         The Data Room Information lists all the employee benefit, health, welfare, pension, bonus, profit sharing, deferred compensation, change of control arrangements, incentive compensation, stock compensation, stock option or purchase, severance, change of control, retirement plans or arrangements, life or accidental insurance, hospitalization, health, medical or dental treatment or expenses, disability, unemployment, insurance benefits, employee loans, vacation pay, fringe benefit arrangements, severance or termination pay or other benefit plan policy, agreement or arrangement applicable to present or former employees, directors or trustees (or any of their respective dependants or beneficiaries) of IPC REIT or any of its Subsidiaries which are currently maintained or participated in by IPC REIT or any of its Subsidiaries or with respect to which, to the knowledge of IPC REIT, IPC REIT, any of its Subsidiaries or any of their respective ERISA Affiliates may have any liability (the “Employee Plans”). None of the Employee Plans are established and maintained primarily to provide systematically for the payment of a definitely determinable annuity to participants over a period of time, after retirement or are otherwise defined benefit plans. None of the Employee Plans of IPC US or its Subsidiaries provides for the participation of any employees, directors or trustees (or to the knowledge of IPC REIT any of their respective dependants or beneficiaries) resident outside of the United States.

(ii)        All of the Employee Plans have been administered and invested in all material respects in accordance with all Laws applicable to the Employee

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Plans. Each Employee Plan which is an Employee Pension Benefit Plan and which is intended to be qualified under Code section 401(a) is subject to a favourable determination letter issued by the Internal Revenue Service which covers all amendments to any such plan for which the remedial amendment period (within the meaning of Code section 401(b) and applicable regulations) has expired and, to the knowledge of IPC REIT, no event has occurred which will or could give rise to disqualification of any such plan under such sections. No “prohibited transaction,” within the meaning of section 4975 of the Code or sections 406 or 407 of ERISA, and not otherwise exempt under sections 4975 of the Code and section 408 of ERISA, has occurred with respect to any Employee Benefit Plan.

(iii)       Other than routine claims for benefits and appeals of denied routine claims, there are no material actions, suits, claims or proceedings, pending or, to the knowledge of IPC REIT, threatened, relating to the Employee Plans and, to the knowledge of IPC REIT, no fact or circumstance exists which could reasonably be expected to give rise to any such action, claim or proceeding. To the knowledge of IPC REIT, there are no audits, inquiries or proceedings pending or threatened by any Governmental Entity with respect to any Employee Plan.

(iv)       Except for amendments that may be required to maintain the Employee Plans in compliance with Code section 401(a) and related sections and provisions of ERISA prior to the Closing Date, no material amendments to any Employee Plan have been promised and no material amendments to any Employee Plan will be made or promised prior to the Closing Date which affect or pertain to the employees of IPC REIT or any of its Subsidiaries or which, to the knowledge of IPC REIT, could cause liability to IPC REIT or any of its Subsidiaries.

(v)        All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made to each Employee Benefit Plan that is an Employee Pension Benefit Plan. All premiums or other payments that are due have been paid with respect to each Employee Benefit Plan that is an Employee Welfare Benefit Plan.

(vi)       Except as required by applicable Laws, none of the Employee Plans, other than Employee Pension Benefit Plans, provide benefits beyond retirement or other termination of service to employee or former employees or to the beneficiaries or dependants of such employees.

(vii)      Neither IPC REIT nor any of its Subsidiaries contributes to any “multiemployer plan” as defined in section 3(37) of ERISA.

(viii)     No Employee Plan contains any provision that would prohibit the Transactions, would give rise to any severance, termination or other payment as a result of the consummation of the Transactions (alone or in

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connection with any other event) or would cause any payment, acceleration or increase in benefits provided under any Employee Plan as a result of the Transactions (alone or in connection with any other event).

(t)             Tax Matters .

(i)             Each of IPC REIT and its Subsidiaries has filed or caused to be filed all Tax Returns required to be filed by the Tax Act or the Code or by other applicable Tax Laws, other than Income Tax Returns and Tax Returns in each case for which extensions have been granted by the relevant taxing authorities. All Taxes due and owing by IPC REIT or any of its Subsidiaries (whether or not shown on any Tax Return) have been paid in full or will be paid in full by the due date thereof. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets or properties of IPC REIT or any of its Subsidiaries.

(ii)            Except as disclosed in the Disclosure Letter, there is no material dispute or claim, including any audit, investigation or examination by any taxing authority, actual, pending or, to the knowledge of IPC REIT, threatened, concerning any Tax liability of IPC REIT or any of its Subsidiaries, no written notice of such an audit, investigation, examination, material dispute or claim has been received by IPC REIT or any of its Subsidiaries, nor does IPC REIT have knowledge of any such audit, investigation, examination, material dispute or claim based upon personal contact with any agent of such taxing authority.

(iii)           Except as disclosed in the Disclosure Letter, neither IPC REIT nor any of its Subsidiaries has requested, or entered into any agreement or other arrangement, or executed any waiver providing for, any extension of time within which:

(A)       to file any Tax Return (which has not since been filed) in respect of any Taxes for which any of IPC REIT or its Subsidiaries is or may be liable;

(B)        to file any elections, designations or similar filings relating to Taxes (which have not since been filed) for which any of IPC REIT or its Subsidiaries is or may liable;

(C)        any of IPC REIT or its Subsidiaries is required to pay or remit any Taxes or amounts on account of Taxes (which have not since been paid or remitted); or

(D)       any Governmental Entity may assess or collect Taxes for which any of the IPC REIT or its Subsidiaries is liable.

(iv)           The unpaid Taxes of IPC REIT and its Subsidiaries (A) did not, as of the most recently published consolidated financial statement of IPC REIT,

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exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in that financial statement and (B) will not exceed that reserve as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of IPC REIT and its Subsidiaries in reporting their income in their Tax Returns.

(v)            Each of IPC REIT and its Subsidiaries has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same (or is properly holding for such remittance) to the appropriate Governmental Entity.

(vi)           IPC REIT is a “mutual fund trust” as defined in the Tax Act.

(vii)          Each of the Sellers is not a non-resident of Canada within the meaning of the Tax Act.

(viii)         Neither IPC REIT nor any Subsidiary is a party to any Tax sharing or similar agreement or arrangement other than any agreement or arrangement solely between the IPC REIT and any Subsidiary, pursuant to which it will have any obligation to make any payments after the Closing.

(ix)           Neither IPC REIT or any Subsidiary has requested a private letter ruling from the US Internal Revenue Service or comparable rulings from other taxing authorities.

(x)            Neither IPC REIT nor any Subsidiary has any liability for Taxes of any Person other than IPC REIT and its Subsidiaries under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a successor or transferee or otherwise.

(xi)           Neither IPC REIT or any Subsidiary has participated in a “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1).

(xii)          Neither IPC REIT or any Subsidiary is a party to any agreement, arrangement, understanding or plan that has resulted, or would result in connection with contemplated transactions or any change in control, in the payment of any amount that would, by operation of section 280G of the Code, not be deductible by the entity making such payment.

(xiii)         Neither IPC REIT or any Subsidiary has made or is obligated to make any payment that would not be deductible pursuant to section 162(m) of the Code.

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(xiv)         As of the date hereof, IPC US and its Subsidiaries have no material earnings and profits attributable to any year of such corporation within the meaning of section 857 of the Code and the Treasury Regulations thereunder, excluding for this purpose: (A) any earnings and profits of the following corporations, for which “taxable REIT subsidiary” elections effective as of March 31, 2007 have been timely filed: Wanamaker Retail Lease Manager, Inc., Wanamaker Office Lease GP, Inc., IPC United Plaza Management, Inc., IPC Commercial Properties Management Inc., IPC Office Properties Management Inc., IPC XPark Properties Management Inc., IPC White Plains Properties Management Inc., IPC NOI Management Inc., IPC Wanamaker GP, Inc., IPC Lexington Properties Management Inc., IPC McDonald Properties Management Inc., and IPC Dallas GP Inc.; (B) any earnings and profits of corporations that were included in the consolidated return of IPC US for the year ending December 31, 2006, which would be eliminated pursuant to the rule contained in the last sentence of Treasury Regulation §1.1502-33(a)(2) in the event such corporations were to transfer, or be deemed to transfer, their assets to IPC US in a liquidation to which Code section 332 applies; and (C) earnings and profits of the following corporations not in excess of $50,000 in the aggregate: IPC Florida II Management Inc., IPC United Plaza Fee Manager Inc. and IPC Loop Central GP Inc.

(xv)          Each Subsidiary of IPC REIT that is a partnership, joint venture, limited liability company or “foreign eligible entity” within the meaning of Treasury Regulation section 301.7701-3(b)(2) has been since its formation treated for U.S. federal income tax purposes as a partnership or disregarded entity, as the case may be, and not as a corporation or an association taxable as a corporation or as a “publicly traded partnership” within the meaning of section 7704(b) of the Code. !

(xvi)         Each arrangement or plan relating to any employee or service provider of IPC REIT or any of its Subsidiaries that is subject to section 409A of the Code has been operated in good faith compliance, in all respects, with section 409A of the Code.

(xvii)       None