STOCK PURCHASE AND SALE AGREEMENT

Exhibit 10.1(a)

Execution Copy

STOCK PURCHASE AND SALE AGREEMENT

BETWEEN

BCSP IV U.S. INVESTMENTS, L.P.

AS SELLER

AND

BEHRINGER HARVARD OPERATING PARTNERSHIP I LP

AS PURCHASER

Dated as of August 15, 2007

TABLE OF CONTENTS

SCHEDULES

Schedule I — List of Defined Terms

Schedule 1.1.5 — List of Trade Names

Schedule 1.1.6 — Personal Property

Schedule 1.2 – Purchase Price Allocation

Schedule 4.4.2(ix) — Tenant Improvements and Leasing Commissions

Schedule 4.4.2(x) — Rent Abatement Schedule

Schedule 4.4.2(xiii) – Renovations and Improvements

Schedule 5.1.3 – Consents and Approvals

Schedule 5.2.3(i)(A) – Preferred Shareholders of 10/120 Trust

Schedule 5.2.3(ii)(A) – Preferred Shareholders of BCSP IV Illinois Trust

Schedule 5.2.3(iii)(A) – Preferred Shareholders of OFP Trust

Schedule 5.2.3(iii) – Third-Party Owners of Membership Interests of OFP Holding

Schedule 5.2.5 — Pending Litigation

Schedule 5.2.6(ii) — Tax Audits

Schedule 5.2.6(xiii) – Classification of Transferred Companies and Property Managers

Schedule 5.2.7 — Organizational Documents

Schedule 5.2.8 — Existing Indebtedness

Schedule 5.3.1 — List of Operating Agreements

Schedule 5.3.2 — Lease Schedule

Schedule 5.3.3 — Violations

Schedule 5.3.6 — List of Environmental Reports

Schedule 5.3.11 — Tax Appeals

Schedule 5.3.13 - Insurance

Schedule 5.6.10 – Terms of New Lease With Morgan Stanley at One Financial Place

EXHIBITS

EXHIBIT A-1 – Legal Description of 200 South Wacker

EXHIBIT A-2 — Legal Description of 10/120 South Riverside

EXHIBIT A-3 — Legal Description of One Financial Place

EXHIBIT 1.4 – Form of Deposit Escrow Agreement

EXHIBIT 4.2.1 –Form of Assignment of Shares

EXHIBIT 4.6.1 – Form of Opinion of Goodwin Procter LLP

EXHIBIT 4.6.5 — Form of Tenant Estoppel

STOCK PURCHASE AND SALE AGREEMENT

THIS STOCK PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of the 15 ^th day of August, 2007 (the “Effective Date”), by and between BCSP IV U.S. Investments, L.P., a Delaware limited partnership (“Seller”), having an address at c/o Beacon Capital Partners LLC, 200 State Street, 5 ^th Floor, Boston, Massachusetts 02109 and Behringer Harvard Operating Partnership I LP, a Texas limited partnership (“Purchaser”), having an address at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001. A list of defined terms as well as the capitalized terms used in Agreement and Section in the Agreement where each such term is defined is attached to this Agreement as Schedule I .

RECITALS:

A.             Seller owns one hundred percent (100%) of the common shares of each of (i) BCSP IV Illinois Properties Business Trust, a Maryland business trust (“BCSP IV Illinois Trust”), (ii) 10/120 South Riverside Illinois Business Trust, a Maryland business trust (“10/120 Trust”), and (iii) OFP Illinois Business Trust, a Maryland business trust (“OFP Trust”; and together with BCSP IV Illinois Trust and 10/120 Trust, collectively, the “Trusts” and each individually, a “Trust”);

B.             Seller is the sole member of BCSP IV Illinois Manager LLC, a Delaware limited liability company (“Illinois Manager”);

C.             BCSP IV Illinois Trust is (i) the sole member of 200 South Wacker Property LLC, a Delaware limited liability company (“200 South Wacker LLC”), which owns the real property set forth on Exhibit A-1 hereto and commonly known as 200 South Wacker, Chicago, Illinois (“200 South Wacker Property”), and (ii) the sole shareholder of 200 South Wacker Services, Inc., a Delaware corporation (“200 South Wacker Services”);

D.             10/120 Trust is the sole member of each of (i) 10/120 South Riverside Fee LLC, a Delaware limited liability company (“10/120 Ground Lessor”) and the owner and ground lessor of the real property set forth on Exhibit A-2 hereto and commonly known as 10/120 South Riverside, Chicago, Illinois (“10/120 South Riverside Property”) and (ii) Illinois South Riverside Property LLC, a Delaware limited liability company and the ground lessee of the 10/120 South Riverside Property (“10/120 Ground Lessee”);

E.              OFP Trust is the sole member of OFP Equity LLC, a Delaware limited liability company (“OFP Equity”), which owns 80.877% of the outstanding membership interests of One Financial Place Holding LLC, a Delaware limited liability company (“OFP Holding”), which owns 100% of (i) OFP Illinois Services LLC, a Delaware limited liability company (“OFP Services”), and (ii) One Financial Place Property LLC, a Delaware limited liability company (“OFP LLC”, and together with 200 South Wacker LLC, 10/120 Ground Lessor and 10/120 Ground Lessee are collectively referred to as the “Property LLCs” and each individually as a “Property LLC”), which owns the real property set forth on Exhibit A-3 hereto and commonly known as One Financial Place,

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Chicago, Illinois (“One Financial Place “ and together with 200 South Wacker Property and 10/120 South Riverside Property, collectively the “Transferred Properties” and each individually, a “Transferred Property”);

F.              10/120 Trust is the sole member of 10/120 South Riverside Illinois Property Manager LLC, a Delaware limited liability company and the property manager of the 10/120 South Riverside Property (“10/120 Property Manager”); BCSP IV Illinois Trust is the sole member of BCSP IV Illinois Property Manager LLC, a Delaware limited liability company and the property manager of the 200 South Wacker Property (“200 South Wacker Property Manager”); and OFP Trust is the sole member of OFP Illinois Property Manager LLC, a Delaware limited liability company and the property manager of One Financial Place (“OFP Property Manager”, and together with 10/120 Property Manager and 200 South Wacker Property Manager, collectively the “Property Managers” and each individually, a “Property Manager”);

G.             Seller desires to sell to Purchaser and Purchaser desires to acquire from Seller all of the issued and outstanding capital stock of the Trusts (collectively, the “Shares”) on the terms and conditions set forth herein;.

H.             One Financial Investors LLC (“Kimco OFP LLC”) owns the remaining 19.123% of OFP Holding (the “Kimco OFP Interest”); and

I.               Prior to Closing (as herein defined), Kimco OFP LLC and OFP Equity are entering into a Purchase and Sale Agreement (the “Kimco Purchase Agreement”), pursuant to which OFP Equity would purchase the Kimco OFP Interest from Kimco OFP LLC (the “Kimco OFP Purchase Transaction”). As a means of financing the Kimco OFP Purchase Transaction, Seller will make a loan to OFP Trust (the “OFP Trust Loan”), which will contribute the proceeds of such loan to OFP Equity, which will use such contribution to purchase the Kimco OFP Interest from Kimco OFP LLC, the result of which being that OFP Equity would own 100% of the outstanding membership interests of OFP Holding. At Closing, Seller shall apply a portion of the Purchase Price (as hereinafter defined) in full satisfaction of the OFP Trust Loan.

1.              PURCHASE AND SALE

1.1            Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, including Section 5.6.8 regarding redemption of the preferred shares of each of the Trusts, Seller agrees to sell, assign, transfer, convey and deliver and Purchaser agrees to purchase, acquire and accept from Seller all of the Shares. By conveying the Shares, Seller intends to convey indirectly all of its right, title and interest in each of the Property LLCs in and to:

1.1.1      Those certain parcels of land more fully described in Exhibit A-1 , Exhibit A-2 and Exhibit A-3 attached hereto (collectively, the “Land”) and all tenements, hereditaments and privileges appurtenant thereto, including, but not limited to, any estate, right, title, interest, property, claim and demand in and to all streets, alleys, rights-of-way, sidewalks, strips, gores, easements and utility lines or agreements

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and air rights, development rights, water or mineral rights in connection with the Land (collectively, the “Appurtenances”);

1.1.2      All buildings, structures, improvements and fixtures erected or located on the Land (the “Improvements”) and all plans, specifications and architectural and other drawings, including but not limited to CAD drawings (the “Plans”) related to the Improvements to the extent in the possession or control of Seller as of the date of this Agreement;

1.1.3      The Leases to which any one of the Property LLCs are a party;

1.1.4      All licenses, permits, certificates and approvals issued by any public or private authority for the construction, use, occupancy and operation of the Land, Appurtenances, and Improvements in each case, only to the extent the same may be transferred (collectively, the “Permits”);

1.1.5      All intangible assets related to the Land, Appurtenances, Improvements and Personal Property, if any, including, without limitation, any and all contract rights, (including any surviving rights under the purchase agreement and any related agreement through which each of the Property LLCs acquired the property) warranties and guaranties, marketing materials, logos, and the non-exclusive right to all trade names relating to the Land, Improvements and Personal Property, including, without limitation, the trade names, if any, set forth on Schedule 1.1.5 , in each case, only to the extent the same may be transferred; provided, however, that any service marks, trademarks or other intellectual property rights relating to the foregoing and containing references to “Beacon Capital,” “BCSP” or any derivation thereof are specifically excluded (collectively the “Intangible Property”);

1.1.6      All personal property listed in Schedule 1.1.6 attached hereto and all additional personal property owned by each of the Property LLCs and used or to be used in connection with Land and the Improvements (collectively, the “Personal Property”);

1.1.7      To the extent necessary to own, operate and/or conduct the Trusts, the Property LLCs, OFP Equity, OFP Holdings, 200 South Wacker Services and OFP Services (collectively, the “Transferred Companies”) and their respective businesses, all non-privileged documentation of Seller, not considered proprietary (e.g. appraisals, internal valuations, and leasing and other operational strategies), related to the Transferred Companies and the Property, including but not limited to minute books, Organizational Documents, books of account, financial and accounting records, files and other data and documentation, except to the extent required by applicable law to be retained by Seller (and in such case copies are to be made available to Purchaser) and exclusive of any documentation relating to the evaluation of the disposition of the Shares or Property (the “Transferred Documentation”); and

1.1.8      All Operating Agreements not terminated in accordance with the provisions of Section 4.2.4 (the “Transferred Contracts”).

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The items set forth in Section 1.1.1 through Section 1.1.8 above are, collectively, the “Property” and as each of the items set forth in Section 1.1.1 through Section 1.1.8 above shall be found on, or relate to, an individual Transferred Property, the “Individual Property”.

1.2            Purchase Price. Purchaser agrees to pay Seller for the Shares the aggregate sum of EIGHT HUNDRED THIRTY-TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($832,500,000.00), subject to the adjustments and prorations set forth herein (the “Purchase Price”), a portion of which will be paid by virtue of the continuation of the Existing Indebtedness (hereinafter defined) after Closing. The Purchase Price shall be allocated as set forth on Schedule 1.2 . In the event that the net effect of the adjustments and prorations requires Seller to make a payment to Purchaser, such payment shall be treated as a reduction in the Purchase Price paid for the Shares. In the event that the net effect of the adjustments and prorations requires Purchaser to make a payment to Seller, such payment shall be treated as an increase in the Purchase Price paid for the Shares.

1.3            Payment of Purchase Price. The Purchase Price, as increased or decreased by prorations and adjustments as herein provided and net of the Existing Indebtedness outstanding at Closing, shall be payable in full at Closing (hereinafter defined) in cash by wire transfer of immediately available federal funds to a bank account designated by Seller in writing to Purchaser prior to the Closing.

1.4            Deposit. Concurrently with Purchaser’s execution and delivery of this Agreement, Purchaser has deposited with LandAmerica National Commercial Services (the “Escrow Agent”), having its office at 10 S. LaSalle Street, Suite 2500, Chicago, IL 60603, Attention: Larry Vaughan, telephone: (312) 553-6914, email: LVaughan@landam.com:  (i) a letter of credit, in form and substance, and issued by a financial institution reasonably acceptable to Seller and payable to the Escrow Agent (an “Acceptable Letter of Credit”) or (ii) immediately available funds, in each case, in the amount of Thirty-Five Million Dollars ($35,000,000.00) (the “Earnest Money”). The Escrow Agent shall hold an Acceptable Letter of Credit or the Earnest Money and all interest earned thereon (collectively, the “Deposit”) in accordance with the terms and conditions of this Agreement and an escrow agreement substantially in the form of Exhibit 1.4 attached hereto (the “Escrow Agreement”) entered into simultaneously with the execution of this Agreement. Any interest earned on the Earnest Money shall be reported as income of the Purchaser.

1.5            Existing Indebtedness. As more fully set forth on Schedule 5.2.8 , each Individual Property is subject to certain existing indebtedness, which is secured by, inter alia, first mortgages or deeds of trust on such Individual Property (the “Existing Indebtedness”). Beginning promptly after the Effective Date, Seller and Purchaser shall take all actions reasonably necessary to obtain the consent of the holders of all of the Existing Indebtedness (collectively, the “Lenders”) to the transactions contemplated by this Agreement without causing an acceleration of the Existing Indebtedness and on substantially the same economic terms and conditions of the documents evidencing or securing the Existing Indebtedness (collectively, the “Consent”) and to obtain a release

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from the Lenders for all matters arising or accruing from and after the Closing under all existing guaranties and indemnities from Seller and its Affiliates related to the Existing Indebtedness (collectively, the “Seller Guaranties”), such release to be in a form reasonably acceptable to Seller (collectively, the “Seller Release”). As used herein, an “Affiliate” of a person is an entity controlling, controlled by, under common control with such person. Purchaser acknowledges and agrees that (a) in order to obtain the Seller Release, Purchaser may be required to provide guaranties and indemnities substantially similar in form and content to the Seller Guaranties from entities with creditworthiness acceptable to the Lenders (collectively, the “Replacement Guaranties”) and Purchaser agrees, at its sole cost and expense, to provide such Replacement Guaranties, and (b) in order to obtain the Consent, Purchaser may be required to provide the Lenders with opinions, assignments, and other documents and agreements similar to those provided by Seller, its Affiliates and the Transferred Companies in connection with the origination and servicing of the Existing Indebtedness or otherwise appropriate for the transactions contemplated by the Consent (collectively, the “Substitute Loan Documents”) and Purchaser agrees, at its sole cost and expense, to provide the Substitute Loan Documents. The Consent, the Seller Release, the Replacement Guaranties, the Substitute Loan Documents and any other documents reasonably required by the Lenders in connection with the Consent which are customary in transactions similar to the Consent are sometimes collectively referred to herein as, the “Consent Documentation.”  The Consent Documentation shall be reasonably acceptable to Seller and Purchaser. Seller and Purchaser shall cooperate in good faith and shall use reasonable efforts to assist in obtaining each Consent; provided, however, that each party shall bear its own out-of-pocket expenses in connection therewith and any fees, deposits, penalties, premiums, costs or expenses charged by the Lenders or for which the Lenders seek reimbursement including those of servicers and rating agencies (collectively, the “Consent Fees”) in connection with the Consent and/or the Consent Documentation shall be allocated as follows:  (i) Purchaser shall pay the first Two Million Dollars ($2,000,000.00) of the Consent Fees and (ii) any Consent Fees remaining after such payment by Purchaser shall be divided equally by Seller and Purchaser and paid by the parties accordingly.

2.              TITLE AND SURVEY

2.1            Title Examination; Commitment for Title Insurance.

Prior to the date of this Agreement, Purchaser has obtained from the Escrow Agent or an affiliate thereof (in such capacity, the “Title Company”), an ALTA title insurance commitment dated July 13, 2007 (collectively, the “Title Commitment”) covering each Individual Property and a copy of each document referenced in the Title Commitment as an exception to title to each Individual Property. Prior to the date of this Agreement, the Seller has provided Purchaser a copy of the existing title insurance policies for each Individual Property.

2.2            Surveys. Prior to the date of this Agreement, Seller has delivered to Purchaser copies of the existing surveys for each Individual Property (collectively, the “Existing Surveys”). Prior to the date of this Agreement, Purchaser has ordered from a surveyor or surveying firm, licensed by the State of Illinois, an ALTA survey of each Individual Property (collectively, the “Surveys”) reflecting the total area of each

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Individual Property, the location of all improvements, recorded easements and encroachments, if any, located thereon and other matters of record with respect thereto. Purchaser shall cause the surveyor to deliver a copy of each of the Surveys, and any revisions thereto, to Seller and the Title Company simultaneously with the delivery to Purchaser, which Surveys shall be certified to Seller, Purchaser and the Title Company.

2.3            Pre-Closing “Gap” Title Defects. Purchaser may, at or prior to Closing, notify Seller in writing of any (a) objections to title first arising between the effective date of Purchaser’s Title Commitment referred to above and the date on which the transaction contemplated herein is scheduled to close or (b) objections to survey matters first arising between the date of Existing Surveys and the date on which the transaction contemplated herein is scheduled to close. With respect to any objections to title or survey matters set forth in such notice, Seller and the Applicable Trust shall have the right, but not the obligation, to cure such objections, provided that Seller or the Applicable Trust, shall be obligated to satisfy or discharge any Seller Encumbrance with respect to the applicable Individual Property, other than Existing Indebtedness. Within ten (10) days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller or the Applicable Trust elects to attempt to cure such objections. If Seller or the Applicable Trust elects to attempt to cure an item contained in a notice of objection from Purchaser or is obligated to cure a Seller Encumbrance, Seller or the Applicable Trust shall have until the date of Closing to attempt to remove, satisfy or cure the same, and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed fifteen (15) Business Days after the date for Closing set forth in Section 4.1 hereof; provided, however, that Seller shall give not less than five (5) Business Days prior written notice to Purchaser that Seller elects to extend the date of Closing in accordance with the terms of this sentence. If Seller or the Applicable Trust elects to attempt to cure an item contained in a notice of objection from Purchaser, then Seller or the Applicable Trust, as the case may be, shall use reasonable efforts to cure such item. If Seller and the Applicable Trust elect not to cure any objections specified in Purchaser’s notice (other than with respect to a Seller Encumbrance), or if Seller and the Applicable Trust are unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned) (other than with respect to a Seller Encumbrance), Purchaser shall have the following options:  (i) to acquire the Shares, in which case Purchaser agrees that the Property shall be subject to any matter objected to by Purchaser which Seller is unwilling or unable to cure, without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement.

For the purposes of this Agreement, a “Seller Encumbrance” shall mean:  (i) a mortgage or deed of trust granted or voluntarily assumed by one of the Property LLCs (other than the Existing Indebtedness), (ii) real estate taxes for the Property which are due and payable and delinquent as of Closing or (iii) a judgment lien or a mechanics or suppliers lien on the Property as a result of a judgment against or for work performed for or

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material supplied to Seller, the Transferred Companies, Illinois Manager, or the Property Managers prior to Closing, and not through any action or inaction of Purchaser or any tenant of the Property (references to tenant of the Property shall include a reference to subtenants of 10/120 Ground Lessee, in its capacity as a sublandlord) or any other person or entity. For the purposes of this Agreement, Seller and the Applicable Trust shall be deemed to have cured a Seller Encumbrance by causing the Title Company to insure over the underlying lien or by bonding over the lien in accordance with legal requirements in effect in the jurisdiction where the Individual Property is located in a manner to be approved by Purchaser, such approval not to be unreasonably withheld, sufficient to allow the Title Company to issue the Title Policy required under Section 4.5 below.

3.              DUE DILIGENCE

3.1            Study Period.

Purchaser shall have until 5:00 p.m. Dallas, Texas time on August 14, 2007 (the “Study Period”) to perform a feasibility study of the Transferred Companies, the Shares and the Property, at Purchaser’s sole cost and expense, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, structural and engineering investigations, tax returns, auditing of books and records of the Property, financial analyses and verification of existing zoning. Seller agrees to provide Purchaser and its agents and representatives, upon at least twenty-four (24) hours advance written notice, reasonable access to the Property during normal business hours, subject to the rights of tenants, and to all books, records, files, financial data, leases and contracts relating to the Property (except financial projections, budgets, appraisals, and similar proprietary, confidential or privileged documents, reports and records and internally prepared memoranda and reports) and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Effective Date for the purpose of performing, at Purchaser’s sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (collectively, the “Tests”), provided that no such tests shall be conducted without (i) at least one (1) business day prior written notice to Seller and (ii) if any such Tests are invasive, Seller’s prior written approval of such Tests in its sole discretion. Notwithstanding anything herein to the contrary, Purchaser shall not need Seller’s consent to conduct non-invasive and Phase I environmental studies. Purchaser shall be required to conduct such Tests in a manner as to not unreasonably disturb or interfere with the current use of the Property. Upon completion of such Tests, Purchaser agrees at its sole cost to promptly restore the Property to the condition it was in immediately prior to such Tests, including, but not limited to, the prompt removal of anything placed on the Property in connection with such Tests. Purchaser shall have the right to interview tenants; provided, however, Seller shall have the right to have a representative of Seller present at all times while Purchaser is meeting with any tenant. Prior to Purchaser’s entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain (and shall deliver to Seller evidence thereof), at Purchaser’s sole cost and expense, general liability insurance, from an insurer reasonably acceptable

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to Seller, in the amount of at least Two Million and No/100 Dollars ($2,000,000.00) combined single limit for personal injury and property damage per representation, occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, representatives, employees or contractors in connection with such inspections and tests. Purchaser shall indemnify, defend (with counsel reasonably satisfactory to Seller), protect, and hold Seller and the Transferred Companies and their respective agents, servants, attorneys, officers, partners, shareholders, consultants, contractors, directors, tenants, members, representatives and employees (collectively, the “Owner Parties”) harmless from and against any and all liability, loss, cost, expense, claim, damage, or expense (including, without limitation, mechanic’s and materialmen’s liens and reasonable attorney’s fees and costs) of any kind or nature whatsoever which any of the Owner Parties may sustain or incur by reason of or in connection with any Tests made by Purchaser, or any of its employees, consultants, engineers, agents, representatives or contractors (collectively, the “Purchaser’s Designees”) relating to or in connection with the Property, or entries by any of Purchaser’s Designees onto the Property or during the conduct of any of the feasibility studies whether such Tests, entries or studies were made before or after the date of this Agreement. Notwithstanding any provision to the contrary in this Agreement, the indemnity obligations of Purchaser under this Agreement shall survive any termination of this Agreement or the Closing.

3.2            Right to Terminate.

If for any or no reason whatsoever Purchaser determines in its sole and absolute discretion that the Shares, the Transferred Companies or the Property or any aspect thereof is unsuitable, Purchaser shall have the right to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Study Period, and if Purchaser gives such notice of termination within the Study Period, this Agreement shall terminate. If this Agreement is terminated pursuant to the foregoing provisions of this section, then neither party shall have any further rights or obligations hereunder (except for any obligations of either party pursuant to the other provisions of this Agreement which survive a termination), the Deposit shall be returned to Purchaser, and each party shall bear its own costs incurred hereunder. If Purchaser fails to give Seller a notice of termination prior to the expiration of the Study Period, Purchaser shall be deemed to have approved all aspects of the Property and the Transferred Companies and to have elected to proceed with the transactions contemplated hereby pursuant to the terms hereof.

4.              CLOSING

4.1            Time and Place. The consummation of the transaction contemplated hereby (“Closing”) shall be held at the offices of the Escrow Agent or such other location as the parties shall mutually agree, on or before 2:00 p.m. Dallas, Texas time, on October 4, 2007, as such date may be extended pursuant to the terms of this Agreement (the “Closing Date”). Any wires of the Purchase Price shall be initiated by Purchaser no later than 10:00 a.m. Dallas, Texas time on the Closing Date. At Closing, (a) Seller and Purchaser shall perform the obligations set forth in Section 4.2 and Section 4.3 hereof, respectively, the performance of which obligations shall be concurrent conditions, and

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(b) the Purchase Price, as adjusted in accordance with the terms of this Agreement, shall be paid to Seller through the Escrow Agent. Nothing in this Section 4.1 shall preclude a closing through the customary closing escrow procedures approved by Seller and Purchaser. Purchaser shall have the right to extend the Closing Date once for up to an additional thirty (30) days upon delivery of a written notice to Seller on or before three (3) Business Days prior to the Closing Date (the “Extension Notice”). Except as provided below, an additional deposit in the amount of Ten Million Dollars ($10,000,000.00) (the “Second Additional Deposit”) shall be delivered to the Escrow Agent within one (1) Business Day of the date of Purchaser’s Extension Notice if Purchaser elects to extend Closing as provided herein, by federal wire transfer of immediately available funds, to be held in escrow by Escrow Agent pursuant to the terms of the Escrow Agreement. Once deposited with the Escrow Agent, the Second Additional Deposit shall be deemed part of the Earnest Money, for an aggregate Deposit of Forty-Five Million Dollars ($45,000,000.00). Notwithstanding anything to the contrary herein, Purchaser or Seller shall have the right to extend the Closing Date once for up to an additional one hundred twenty (120) days, without requiring Purchaser’s payment of the Second Additional Deposit, upon delivery of a written notice to the non-requesting party on or before three (3) Business Days prior to the Closing Date for the sole purpose of obtaining the Consent (the “Consent Extension”). Seller and Purchaser hereby acknowledge that Seller shall have no obligation to obtain updated Estoppels resulting from the extension of the Closing Date pursuant to the Consent Extension. Closing shall take place not more than ten (10) business days after receipt of the Consent if the Consent is obtained during the Consent Extension.

4.2            Seller’s Obligations at Closing. At Closing, Seller shall:

4.2.1      Transfer of Shares . Transfer all, but not less than all Shares to Purchaser by delivering to Purchaser evidence reasonably satisfactory to Purchaser of the transfer to Purchaser of ownership of such Shares on the books and records of the Trusts, together with an assignment of shares (the “Transfer Document”) substantially in the form of Exhibit 4.2.1 attached hereto.

4.2.2      Redemption of Preferred Shares . Cause the redemption of all shares in each of the Trusts held by the preferred shareholders of each of the Trusts in accordance with Section 5.6.8.

4.2.3      Resignations of Trustees and Officers . Deliver to Purchaser written resignations of all of the trustees and officers of each of the Transferred Companies, such resignations to be in form and substance acceptable to Purchaser in its sole discretion.

4.2.4      Termination of Operating Agreements and Management Agreements . Deliver, or cause to be delivered, to Purchaser evidence satisfactory to Purchaser of the termination of the Operating Agreements for which Purchaser has delivered notice to Seller, not less than five (5) days prior to Closing and in any event not prior to the date of this Agreement electing to terminate such specified Operating Agreements; provided, such Operating Agreements can be terminated prior to Closing

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without penalty or premium. If any such Operating Agreement cannot be terminated without penalty or premium prior to Closing, then such Operating Agreement shall continue in full force and effect following Closing as obligations of the Property LLCs. In addition, Seller shall cause the Applicable Trust to terminate, at Closing, any property management and leasing agreements affecting the Property. Notwithstanding the foregoing, any Operating Agreement with an affiliate of Seller shall be terminated effective as of Closing unless otherwise elected by Purchaser.

4.2.5      Bringdown Certificate . Deliver to Purchaser a certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized officer or agent thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, or shall Purchaser have the right to terminate this Agreement on account of, any representation or warranty no longer being true as a result of any change that occurs between the Effective Date and the date of Closing that is beyond the reasonable control of Seller to prevent and does not result from a breach by Seller of its covenants under this Agreement, excepting therefrom the representations set forth in Sections 5.1 (excepting therefrom Section 5.1.4), 5.2.1, 5.2.2, 5.2.3, 5.2.6 (excepting therefrom Section 5.2.6(iii) and 5.2.6(iv)), 5.2.7, 5.2.8, 5.2.9, and 5.2.10. If despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate and the conditions set forth in Section 4.6.2 hereof shall be deemed satisfied.

4.2.6      Evidence of Authority . Deliver to Purchaser copies of the authorizing resolutions of Seller with respect to the transactions contemplated by this Agreement, which resolutions shall be acceptable to Purchaser.

4.2.7      FIRPTA . Deliver to Purchaser an affidavit duly executed by Seller stating that Seller is not a foreign person for purposes of Sections 897 or 1445 of the Code;

4.2.8      Delivery of Records . Deliver to Purchaser the Leases, Operating Agreements which will not be terminated as provided in this Agreement, Plans and Permits, if any, in the possession of Seller, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property, provided that the leasing and property files shall remain at the Individual Property and be deemed delivered at Closing. In addition, Seller shall deliver copies of the Organizational Documents to Purchaser, either at the Closing, or at such other location as is reasonably acceptable to Purchaser and Seller.

4.2.9      Closing Statement . Execute and deliver a counterpart original of the Closing Statement;

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4.2.10    Consent Documentation . Execute and deliver or cause to be executed and delivered the Consent Documentation to be executed by Seller or its Affiliates;

4.2.11    Dissolution of Illinois Manager and Property Managers . Seller shall execute, deliver and file, as necessary, any and all documents necessary to evidence the dissolution of Illinois Manager and the Property Managers, such dissolutions, in each case, occurring at or before the Closing;

4.2.12    Resignation of Property Managers and Illinois Manager. Execute, deliver and file, as necessary, any and all documents necessary to evidence the resignation of Illinois Manager as manager of each of OFP LLC, 200 South Wacker LLC, 10/120 Ground Lessor and 10/120 Ground Lessee and the resignation of each of the Property Managers as property manager of the Individual Property;

4.2.13    Title Matters . Deliver to the Title Company, to the extent Illinois law provides for statutory liens by property managers for services in connection with off-record contracts, lien waivers from any property manager acting on behalf of the Property LLCs;

4.2.14    Insurance . Cause to be terminated all insurance coverage under the Liability Policies (defined herein) applicable to the Transferred Companies, the Property Managers and the Property; and

4.2.15    Other . Deliver such additional documents as shall be reasonably required to consummate the transaction as expressly contemplated by this Agreement; including, without limitation and to the extent assignable, all indemnities, if any, for the benefit of the Property LLCs, including, but not limited to, those contained in any document related to the purchase of the Property by each of the Property LLCs and such reasonable evidence that any indirect or direct right, title or interest of the Property LLCs in any security deposits and other items for which Seller has received a credit are the indirect property of Purchaser from and after Closing pursuant to its purchase of the Shares. In addition, Seller shall cause each of the Property LLCs to deliver a customary owner’s affidavit as to parties in possession and mechanics’ and suppliers’ liens reasonably requested by the Title Company.

4.3            Purchaser’s Obligations at Closing. At Closing (or as otherwise noted in this Section 4.3), Purchaser shall:

4.3.1      Acceptance of Shares . Accept Seller’s transfer of all, but not less than all, Shares pursuant to Section 4.2.1;

4.3.2      Delivery of Purchase Price . Pay to Seller the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, less any cash portion of the Deposit that will be applied towards the Purchase Price at Closing and net of the Existing Indebtedness outstanding as of the Closing, in immediately available wire transferred funds pursuant to Section 1.3 hereof;

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4.3.3      Countersigned Documents . Join Seller or cause Purchaser’s Affiliates to join in execution and delivery of the instruments described in Sections 4.2, 4.2.10 and 4.2.11, as applicable;

4.3.4      Evidence of Authority . Deliver to Seller copies of the authorizing resolutions of Purchaser with respect to the transactions contemplated by this Agreement, which resolutions shall be reasonably acceptable to Seller;

4.3.5      Tenant Notification Letters . Deliver signed statements to each tenant at the Property, notifying tenant of revised instructions for payment of its rent and, if required by applicable law, acknowledging receipt and responsibility for each tenant’s security deposit at Closing. The provisions of this paragraph shall survive Closing;

4.3.6      Other . Deliver such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement.

4.4            Credits and Prorations.

4.4.1      The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs:

(i)             rents and other income from the Property, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable to the Property LLCs by tenants under the Leases whether or not designated as rent); provided, however that there shall be no double counting of rents with respect to rents paid to and by 10/120 Ground Lessee;

(ii)            real property taxes (including personal property taxes on the Personal Property) and assessments levied against the Property or the Transferred Companies, provided, however, that if any assessments are paid in installments, then only the installments for the period that includes the Closing Date shall be prorated, and installments for any period after the Closing shall be the obligation of Purchaser pursuant to its indirect ownership of the Property LLCs;

(iii)          payments under the Operating Agreements and the interest payments under the Existing Indebtedness;

(iv)           gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing and the most recent bills for such utility charges; and

(v)            any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller of office buildings in the area in which the Property is located.

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4.4.2      Notwithstanding anything contained in the foregoing Section 4.4.1 hereof:

(i)             (A) security deposits under any Leases held by the Property LLCs (not applied against delinquent rents or otherwise as provided in the Leases subject to Purchaser’s right to consent to such application in accordance with Section 5.6.1 hereof) shall not be prorated at Closing and shall remain in the possession and control of the Property LLCs after Closing or shall be delivered to Purchaser, and (B) Purchaser shall credit to the account of Seller at Closing all refundable cash or other deposits posted with utility companies serving the Property.

(ii)            Any property taxes and assessments paid at or prior to Closing shall be prorated as follows: (i) property taxes and assessments on the Property assessed for the 2006 calendar year, all of which are payable in the 2007 calendar year, shall be prorated as of Closing based upon the amounts actually paid or payable by the Property LLCs in 2007; and (ii) property taxes and assessments on the Property assessed for the 2007 calendar year, all of which are payable in the 2008 calendar year, will be the responsibility of Purchaser and such taxes and assessments shall not be prorated at Closing. Seller shall not be responsible for any increase in the assessed value of the Property after Closing, such increased valuation and resulting increase in the taxes actually due being the sole responsibility of Purchaser. Any income tax refunds that are received by the Trusts or the Property LLCs, and any amounts credited against income tax to which the Trusts or the Property LLCs become entitled, that relate to income tax periods or portions thereof ending on or before the date of the Closing shall be for the account of Seller, and Purchaser shall pay over to Seller any such refund or the amount of any such credit within 15 days after receipt or entitlement thereto.

(iii)          Charges referred to in this Section 4.4 which are payable by any tenant to a third party, if any, shall not be apportioned hereunder, and Purchaser shall accept the Shares notwithstanding that the Trusts or their subsidiaries have liability for any such unpaid charges and Purchaser and its subsidiaries shall look solely to the tenant responsible therefore for the payment of the same. If Seller or the Trusts or their subsidiaries shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefore by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. Seller shall retain all amounts received prior to Closing from any tenant with respect to property taxes and assessments, but Seller shall credit to Purchaser at Closing an amount equal to any such payments which are attributable to the period from and after Closing consistent with the method set forth in Section 4.4.2(ii).

(iv)           Seller shall receive the entire advantage of any discounts for the prepayment of any taxes, water rates or sewer rents.

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(v)            As to gas, electricity and other utility charges referred to in Section 4.4.1(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing.

(vi)           The Personal Property is included in this sale, without further charge. Seller shall pay any and all sales or similar taxes payable in connection with the Personal Property and Seller shall execute and deliver any tax returns required of it in connection therewith, said obligations of Seller to survive Closing.

(vii)          Unpaid and delinquent rent as of the Closing shall not be prorated, but if and when collected by Seller or Purchaser (or the Property LLCs) after Closing shall be delivered as follows:  (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser or the Trusts, or their subsidiaries collect any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller or the Trusts or their subsidiaries are entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that (y) all rent received by any party within the first thirty (30) day period after the date of Closing shall be applied first to delinquent rents owed with respect to pre-Closing periods, then to rents due in the month of Closing, and then to delinquent rents owed with respect to post-Closing periods, and (z) all rent received by any party after the first thirty (30) day period after the date of Closing shall be applied first to current rentals, then to delinquent rents owed with respect to post-Closing periods and then to delinquent rents owed with respect to pre-Closing periods, in inverse order of maturity. Purchaser will use commercially reasonable efforts after Closing to collect (or cause to be collected) all rents as promptly as practicable in the usual course of the operation of the Property, provided that Purchaser shall have no obligation to file suit or expend any material sums to collect any delinquent rents owed with respect pre-Closing Periods. Purchaser (or the Property LLCs) shall hold all landlord’s liens, if any, in their entirety to enforce the payment of any delinquent rentals and Seller shall be deemed to have transferred all of its right title and interest in such landlord’s liens, if any.

(viii)        At Seller’s option:  (x) all cash in bank accounts or on hand owned by any of the Transferred Companies or Property Managers; (y) all insurance refunds relating to insurance concerning the Property (which insurance shall not be continued by Seller beyond Closing, except as provided in Article 8 hereof) and (z) all other prepaid items which are capable of being refunded (whether prior to, upon or after Closing) on cancellation of an Operating Agreement shall be either:  (a) distributed to Seller immediately prior to the

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Closing and shall be excluded from the sale contemplated by this Agreement or (b) credited to Seller at Closing, except as provided above with respect to any tenant security made by a tenant under the Leases.

(ix)           An amount equal to (i) certain obligations of the Property LLCs to pay for tenant improvements in connection with the Leases executed prior to the Effective Date (but excluding amendments or extension and renewal options and other tenant rights under those Lease entered into or exercised after the Effective Date), (ii) certain leasing commissions in connection with the Leases (but excluding amendments or extension and renewal options and other tenant rights under those Lease entered into or exercised after the Effective Date), and (iii) unpaid leasing commissions, tenant improvement allowances and other tenant concessions set forth in the Morgan Stanley Lease (as hereinafter defined) as more particularly set forth on Schedule 4.4.2(ix) attached hereto, shall be credited to Purchaser at Closing. Purchaser may escrow such funds for the purposes of paying for the obligations under the Leases, including using such funds to apply against rent as specified in the Leases. Seller and Purchaser agree to update Schedule 4.4.2(ix) at Closing.

(x)            An amount equal to the free rent under the Leases, as more particularly set forth on Schedule 4.4.2(x) , shall be credited to Purchaser at Closing. Such amount shall be adjusted depending upon the Closing Date in the manner set forth on Schedule 4.4.2(x) .

(xi)           An amount equal to all of the funds (excluding any letters of credit held by the Lenders that will be released to Seller in connection with the Closing) of any of the Transferred Companies currently held by the Lenders in connection with the Existing Indebtedness, including, without limitation, impound, reserve and escrow funds, shall be credited to Seller at Closing.

(xii)         An amount equal to $114,980.00 shall be credited to Purchaser at Closing, which represents fifty percent (50%) of the lease termination payment payable to Seller that has already been received by Seller from Rolfe & Nolan in connection with the termination of its lease.

(xiii)        An amount equal to $11,503,625.30 shall be credited to Purchaser at Closing, which represents the unpaid amounts and expenses for certain renovations and improvements to the Property, as more particularly set forth on Schedule 4.4.2(xiii) . Such amount shall be adjusted upon the Closing Date based on the unpaid amounts and expenses for such renovations and improvements as of the Closing Date.

4.4.3      Seller shall use reasonable efforts to provide Purchaser an initial draft of the Closing Statement at least five (5) Business Days prior to Closing, which, once agreed to, shall be the “Closing Statement.”

4.4.4      The provisions of this Section 4.4 shall survive Closing.

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4.5            Closing Costs and Post Closing Adjustments.

4.5.1      Closing Costs . Seller shall pay for the cost of preparing the Transfer Document, for all matters relating to the clearing of title which Seller elects or is required to cure, the fees and costs associated with the assignment of all transferable warranties, one-half of any Escrow Agent’s fee which may be charged by the Escrow Agent or Title Company and the fees of any counsel representing it in connection with this transaction. Seller shall pay all title examination fees of Title Company and for the cost of the premium for the standard coverage portion of the coverage owner’s policies of title insurance to be issued to Purchaser by the Title Company at Closing (collectively, the “Title Policy”), without endorsements and the costs of the Surveys. Purchaser shall pay (u) the fees of any counsel representing Purchaser in connection with this transaction; (v) the premium for any endorsements requested by Purchaser to the Title Policy; (w) one-half of any Escrow Agent’s fee; and (x) the costs of the Surveys. In connection with the transfer of the Shares, Purchaser shall be responsible for paying City of Chicago transfer taxes, if any, and Seller shall be responsible for paying county and state transfer taxes, if any. All other costs and expenses incident to this transaction and the closing thereof shall be paid by the party incurring the same. The provisions of this Section 4.5 shall survive Closing.

4.5.2      Post Closing Adjustments . Seller has completed its reconciliation for charges paid in calendar year 2006 for percentage rents, escalation charges for real estate taxes, insurance, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature (“Additional Rents”) charged to tenants under the Leases. Seller agrees to directly reimburse the applicable tenant  (as opposed to credit future rent) for the amounts of Additional Rent calculated by Seller as being due to such tenant for the calendar year 2006. With respect to any Additional Rent (including Additional Rent collected by landlord (references to a landlord of a Property shall include a reference to 10/120 Ground Lessee in its capacity as a sublandlord) for the period from January 1, 2007 through Closing) which is not finally adjusted between the landlord and any tenant under any Lease until after the Closing Date, then Purchaser shall submit to Seller, within thirty (30) days after the Additional Rents have been finally adjusted between landlord and the tenants, a supplemental statement covering any such Additional Rents or any other items which have been finally adjusted between the landlord and such tenants, containing a calculation of the adjustments of such Additional Rents. In the event Seller or the landlord is obligated to reimburse a tenant for Additional Rent for calendar year 2006 in an amount in excess of the amount paid by Seller as described above or with respect to Additional Rent paid during the period from January 1, 2007 through Closing, then Seller shall reimburse Purchaser for such amount within thirty (30) days after receipt of the supplemental statement. If Purchaser or the landlord recovers any Additional Rent from any tenant attributable to calendar year 2006 or the period from January 1, 2007 through Closing, then Purchaser shall pay such amount to Seller within thirty (30) days of collecting such payments. With respect to each item of Additional Rent, each party shall make available to the other party during regular business hours the records relating to such items for inspection or audit by such party or its representatives.

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4.6            Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions. If the following conditions are not satisfied on or before the date of Closing, subject to any extension right contained herein, then Purchaser may either:  (i) elect to terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser and parties hereto shall have no further obligations hereunder, except for those which by their terms survive the termination of this Agreement, (ii) pursue its remedies provided for in Article 7 hereof or (iii) waive any of the following conditions without adjustment to the Purchase Price:

4.6.1      Purchaser shall have received the opinion of Goodwin Procter LLP dated as of the Closing Date, together with copies of any supporting representation letters delivered in connection with such opinion in a form reasonably satisfactory to Purchaser and Seller, regarding each of the Trusts’ organization and operation in conformity with the requirements for qualification and taxation as a real estate investment trust pursuant to Section 856-857 of the Code (“REIT”) at all times beginning on the date of each Trust’s formation through December 31, 2006 and for the period from January 1, 2007 until the Closing. Such opinion shall be substantially in the form attached hereto as Exhibit 4.6.1, which such opinion shall be based on customary assumptions and representations (including an assumption that for purposes of the opinion each Trust’s taxable year ended with the Closing, and an assumption that each Trust satisfied the distribution requirement described in Code Section 857(a)(1) for the hypothetical short taxable year beginning January 1, 2007 and ending with the Closing), and shall be subject to such changes or modifications from the language in such form opinion as deemed necessary or appropriate by Goodwin Procter LLP and reasonably satisfactory to Purchaser;

4.6.2      Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;

4.6.3      Subject to Section 4.2.5, all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing, provided that in the event Seller is unable to state that the representations and warranties of Seller are true and correct in all material respects as of the date of Closing, with such materiality to be judged across the Property as a whole, Seller shall have the right to cure the condition preventing Seller from making such statement, and the Closing Date shall be extended for a period of up to fifteen (15) days to allow Seller to cure such condition;

4.6.4      Seller shall have performed and observed, in all material respects, with such materiality to be judged across the Property as a whole, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing; and

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4.6.5      Purchaser’s receipt at least five (5) business days prior to the Closing (the “Estoppel Return Date”) of estoppel certificates substantially in the form of Exhibit 4.6.5 , with such additional information or modifications reasonably approved by Purchaser, or in such form as required to conform to any specific requirements in the applicable Lease (i) from (a) each tenant leasing 40,000 or more rentable square feet of floor area in the Improvements (a “Major Tenant”) and (b) tenants under Leases representing seventy-five percent (75%) of the rentable square feet of floor area of each Individual Property), including Major Tenants but excluding rentable square feet of floor area not currently subject to any Lease, (ii) which confirm the documents constituting the Lease of each such tenant, and (iii) which do not (x) allege the existence of any default by Seller or any unperformed obligation by Seller, (y) recite any material fact which contradicts the Lease Schedule, or (z) disclose the existence of any delinquent fixed rent, additional rent or other material charges payable by the relevant tenant, in each case which is not disclosed in the Lease Schedule.

(i)             Promptly following the date of this Agreement, Seller shall request estoppel certificates from all tenants under the Leases in the form attached hereto as Exhibit 4.6.5 or in the form specified in the applicable Lease and Seller shall use commercially reasonable efforts to obtain estoppel certificates from all such tenants.

(ii)            If Purchaser receives any tenant estoppel certificate, it shall promptly provide a copy thereof to Seller, and if Seller obtains any tenant estoppel certificate, it shall promptly provide a copy thereof to Purchaser. Any tenant estoppel certificates which do not comply with the provisions set forth in the first sentence of this Section 4.6.5 shall be subject to Purchaser’s approval in its reasonable discretion. Unless Purchaser objects to any such estoppel certificate and terminates this Agreement as a result thereof within five (5) Business Days of receipt of such estoppel certificate, Purchaser shall be deemed to have approved such estoppel certificate and shall purchase the Property subject to all matters set forth in such estoppel certificate. If Purchaser has not received acceptable tenant estoppel certificates from tenants representing 75% of the rentable square footage of each Individual Property, excluding rentable square footage not then subject to any Lease, by the Estoppel Return Date, then Seller may provide estoppel certificates executed by Seller meeting the requirements of the first sentence of this Section 4.6 for tenants leasing up to 10% of the rentable square footage other than Major Tenants, and such Seller estoppel certificates shall be deemed to be acceptable, with liability under any such Seller estoppel certificate to terminate upon subsequent receipt of a tenant estoppel certificate confirming the same subject matter; provided, however, that such tenant estoppel shall be deemed to confirm the same subject matter notwithstanding that certifications regarding no default, no offset and the like are limited to the knowledge of the tenant. If Purchaser has not received acceptable (or deemed acceptable) tenant estoppel certificates as provided herein on or before the Closing Date, then Purchaser at its sole option may (i) waive the tenant estoppel condition

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and proceed to closing, (ii) extend the Closing Date for a period of up to fourteen (14) days to allow the Seller more time to obtain additional estoppel certificates, or (iii) terminate this Agreement by giving written notice thereof to Seller, with a copy to Escrow Agent, by 5:00 P.M. on the Closing Date, whereupon this Agreement shall automatically terminate and the Deposit shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other under this Agreement except as otherwise provided herein. If Purchaser elects to extend the Closing Date pursuant to clause (ii) of the preceding sentence and Purchaser still has not received acceptable (or deemed acceptable) tenant estoppel certificates as provided herein on or before the expiration of the fourteen (14) day extension period, then Purchaser may elect one of the options set forth in clauses (i) and (iii) of the preceding sentence.

4.6.6      The Lenders shall have issued the Consent, subject to Purchaser having executed and delivered the Consent Documentation as required by Section 4.3.3.

4.6.7      The Kimco OFP Purchase Transaction shall close prior to or concurrently with the Closing.

4.6.8      The redemption of the preferred shares in each Trust as required by Section 5.6.8 shall have occurred prior to or concurrently with Closing.

4.7            Conditions Precedent to Obligation of Seller .

The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions. If the following conditions are not satisfied on or before the date of Closing, subject to any extension right contained herein, then Seller may either:  (i) elect to terminate this Agreement by written notice to Purchaser, in which event the Deposit shall be returned to Purchaser and parties hereto shall have no further obligations hereunder, except for those which by their terms survive the termination of this Agreement, (ii) pursue its remedies provided for in Article 7 hereof or (iii) waive any of the following conditions without adjustment to the Purchase Price:

4.7.1      The Kimco OFP Purchase Transaction shall close prior to or concurrently with the Closing.

4.7.2      Seller shall have received the Purchase Price as adjusted, pursuant to, and payable in the manner provided for, in this Agreement.

4.7.3      Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including, but not limited to, those provided for in Section 4.3 hereof.

4.7.4      All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing.

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4.7.5      Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.

4.7.6      The Lenders shall have issued the Consent and executed and delivered the Seller Release, subject to Seller having complied with Section 4.2.9.

4.8            Efforts to Satisfy Conditions. Each of Seller and Purchaser shall use all reasonable efforts to satisfy any conditions precedent to Closing set forth in this Agreement and within their reasonable control.

5.              REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

5.1            Representations and Warranties of Seller concerning Seller.  Seller represents and warrants to Purchaser as to itself that the statements contained in this Section 5.1 are correct and complete as of the Effective Date and will be correct and complete as of the date of Closing:

5.1.1      Organization . Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware.

5.1.2      Authority . Seller has all requisite authority and power to execute and deliver this Agreement, to sell the Shares in accordance with and subject to the terms and conditions of this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized or will be prior to Closing duly and validly authorized by all requisite action by Seller, subject to the provisions of Section 11.6 hereof. This Agreement has been duly and validly executed and delivered by Seller, and, assuming this Agreement has been duly authorized, executed and delivered by Purchaser, constitutes the valid and binding agreement of Seller.

5.1.3      Consents and Approvals . Except for the requirement of the Consent and as set forth on Schedule 5.1.3 , neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which Seller is subject, nor will it conflict with any of the organizational documents of Seller or breach any agreement to which Seller is bound or result in the creation or imposition of any Lien upon or the with respect to any of the assets of the Transferred Companies. Except for the requirement of the Consent and as set forth on Schedule 5.1.3 , consents, authorizations or notices from or to any third party that are required for Seller to execute and deliver this Agreement and to consummate the transactions contemplated under this Agreement have been received.

5.1.4      No Litigation . There is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding pending against Seller,

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which, if adversely determined, could individually or in the aggregate in any material way interfere with the consummation by Seller of the transaction contemplated by this Agreement.

5.1.5      Ownership of Shares . Seller holds the legal and beneficial ownership of the Shares, free and clear of any restrictions on transfer (other than restrictions under federal and state securities laws), taxes, security interests, options, warrants, purchase rights, liens, claims, encumbrances or contracts. Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to voting of any capital stock of the Trusts that will survive Closing.

5.1.6      FIRPTA. Seller is not a foreign person for purposes of Sections 897 or 1445 of the Code. Purchaser will have no federal income tax withholding obligation, and hereby agrees that it shall not make any federal income tax withholdings, with respect to the payment of the Purchase Price to Seller.

5.1.7      Terrorist Organizations Lists . Seller is not acting, directly or indirectly, for or on behalf of any person or entity named by the United States Treasury Department as a Specifically Designated National and Blocked Person, or for or on behalf of any person designated in Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism. Seller is not engaged in the transaction contemplated by this Agreement directly or indirectly on behalf of, or facilitating such transaction directly or indirectly on behalf of, any such person or entity.

5.1.8      No Bankruptcy. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws has been filed or commenced or is pending or contemplated against Seller.

5.2            Representations and Warranties of Seller concerning the Transferred Companies, the Property Managers and Illinois Manager.

Seller represents and warrants to Purchaser that the statements contained in this Section 5.2 are correct and complete as of the Effective Date and will be correct and complete as of the date of Closing:

5.2.1      Organization and Authority.

(i)             Each of the Trusts is a business trust duly organized, validly existing and in good standing under the laws of the State of Maryland with full corporate power and authority to carry on its business as now being and heretofore conducted.

(ii)            Each of the Property LLCs is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to carry on its business as now being and heretofore conducted. Each of the Property LLCs is qualified to do business in the State of Illinois.

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(iii)          Each of the Property Managers is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to carry on its business as now being and heretofore conducted. Each of the Property Manager is qualified to do business in the State of Illinois.

(iv)           Illinois Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to carry on its business as now being and heretofore conducted. Illinois Manager is qualified to do business in the State of Illinois.

(v)            Each of OFP Equity, OFP Holdings and OFP Services is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to carry on its business as now being and heretofore conducted.

(vi)           200 South Wacker Services is corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to carry on its business as now being and heretofore conducted.

5.2.2      Consents and Approvals . Except for the requirement of the Consent and as set forth on Schedule 5.1.3 , neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which the Transferred Companies, the Property Managers or Illinois Manager are subject, nor will it conflict with any of the organizational documents of the Transferred Companies, the Property Managers or Illinois Manager or breach any agreement to which any of the Transferred Companies, the Property Managers or Illinois Manager is bound or result in the creation or imposition of any Lien upon or with respect to any of the assets of the Transferred Companies, the Property Managers or Illinois Manager. Except as set forth on Schedule 5.1.3 , all consents, authorizations or notices from or to any third party that are required in order to consummate the transactions contemplated under this Agreement have been received.

5.2.3      Capitalization and Ownership .

(i)             10/120 Trust .

(A)           The authorized capital stock of 10/120 Trust consists of 1200 shares, $.01 par value of which 1000 are classified as common shares and 200 are classified as preferred shares. Of the 200 preferred shares of 10/120 Trust, 140 are classified as Series A Preferred Shares. As of the Closing Date, and following the redemption of the preferred shares, the Shares issued by 10/120 Trust will represent all of the

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issued and outstanding capital stock of 10/120 Trust. The Shares issued by 10/120 Trust have been duly authorized and validly issued and are fully paid. Since the organization of 10/120 Trust, Seller and the holders of the outstanding preferred shares identified on Schedule 5.2.3(i)(A) have been and currently are the only shareholders of 10/120 Trust.

(B)           10/120 Trust is the sole member of each of 10/120 Ground Lessor, 10/120 Ground Lessee and 10/120 Property Manager.

(C)           There are no outstanding or authorized options, warrants, purchase rights, subscription rights or other commitments that could require 10/120 Trust, 10/120 Ground Lessor, 10/120 Ground Lessee, Illinois Manager or 10/120 Property Manager to issue, sell or otherwise cause to become outstanding any additional capital stock of 10/120 Trust or membership interests in 10/120 Ground Lessor, 10/120 Ground Lessee or 10/120 Property Manager that will be effective at Closing.

(D)           Except as provided in clause (B) of this Section 5.2.3(i), none of 10/120 Trust, 10/120 Ground Lessor, 10/120 Ground Lessee and 10/120 Property Manager own or have any contract to acquire any equity interests or other securities of any entity or any direct or indirect equity or ownership interest in any other business.

(ii)            BCSP IV Illinois Trust.

(A)           The authorized capital stock of the BCSP IV Illinois Trust consists of 1200 shares, $.01 par value of which 1000 are classified as common shares and 200 are classified as preferred shares. Of the 200 preferred shares of BCSP IV Illinois Trust, 125 are classified as Series A Preferred Shares. As of the Closing Date, and following the redemption of the preferred shares, the Shares issued by BCSP IV Illinois Trust will represent all of the issued and outstanding capital stock of BCSP IV Illinois Trust. The Shares have been duly authorized and validly issued and are fully paid. Since the organization of BCSP IV Illinois Trust, Seller and the holders of the outstanding preferred shares identified on Schedule 5.2.3(ii)(A) have been and currently are the only shareholders of BCSP IV Illinois Trust.

(B)           BCSP IV Illinois Trust is the sole member of each of 200 South Wacker LLC and 200 South Wacker Property Manager.

(C)           BCSP IV Illinois Trust is the sole shareholder of 200 South Wacker Services.

(D)           There are no outstanding or authorized options, warrants, purchase rights, subscription rights or other commitments that could require the BCSP IV Illinois Trust, 200 South Wacker Services, 200 South Wacker LLC, 200 South Wacker Property Manager or Illinois

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Manger to issue, sell or otherwise cause to become outstanding any additional capital stock of BCSP IV Illinois Trust or 200 South Wacker Services or membership interests in 200 South Wacker LLC or 200 South Wacker Property Manager that will be effective at Closing.

(E)           Except as provided in clauses (B) and (C) of this Section 5.2.3(ii), neither BCSP IV Illinois Trust nor 200 South Wacker LLC, 200 South Wacker Services and 200 South Wacker Property Manager  own or have any contract to acquire any equity interests or other securities of any entity or any direct or indirect equity or ownership interest in any other business.

(iii)          OFP Trust .

(A)           The authorized capital stock of the OFP Trust consists of 1200 shares, $.01 par value of which 1000 are classified as common shares and 200 are classified as preferred shares. Of the 200 preferred shares of OFP Trust, 125 are classified as Series A Preferred Shares. As of the Closing Date, and following the redemption of the preferred shares, the Shares issued by OFP Trust will represent all of the issued and outstanding capital stock of OFP Trust. The Shares issued by OFP Trust have been duly authorized and validly issued and are fully paid. Since the organization of OFP Trust, Seller and the holders of the outstanding preferred shares identified on Schedule 5.2.3(iii)(A) have been and currently are the only shareholders of OFP Trust.

(B)           The OFP Trust is the sole member of each of OFP Equity and OFP Property Manager.

(C)           OFP Equity is the owner of 80.877% of the membership interests of OFP Holding. The remainder of the membership interests of OFP Holding are owned by such third parties as are set forth on Schedule 5.2.3(iii) hereto.

(D)           OFP Holding is the sole member of each of OFP LLC and OFP Services.

(E)           Except as set forth on Schedule 5.2.3(iii) , there are no outstanding or authorized options, warrants, purchase rights, subscription rights or other commitments that could require OFP Trust, OFP Equity, OFP Holding, OFP Property Manager, OFP LLC or OFP Services to issue, sell or otherwise cause to become outstanding any additional capital stock of the OFP Trust or membership interests in OFP Equity, OFP Holding, OFP Property Manager, OFP LLC or OFP Services that will be effective at Closing.

(F)           Except as provided in clauses (B), (C) and (D) of this Section 5.2.3(iii) and as set forth on Schedule 5.2.3(iii) , none of OFP

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Trust, OFP Equity, OFP Holding, OFP Services, OFP Property Manager  and OFP LLC own or have any contract to acquire any equity interests or other securities of any entity or any direct or indirect equity or ownership interest in any other business.

5.2.4      Financial Statements . Seller has previously delivered to Purchaser unaudited financial statements consisting of the balance sheets and operating statements for each of the Trusts and the Property LLCs for (i) the year ending December 31, 2006, and (ii) the first calendar quarter of 2007 (collectively, the “Financial Statements”). Seller shall deliver to Purchaser unaudited financial statements consisting of the balance sheets and operating statements for each of the Trusts and the Property LLCs for the second calendar quarter of 2007 promptly after those statements become available to Seller, but no later than August 31, 2007, and upon delivery those statements shall be deemed to be part of the Financial Statements. The Financial Statements have been prepared from the books and records of the Trusts and the Property LLCs. The Financial Statements have been prepared in accordance with GAAP, consistently applied and present fairly in all material respects the financial condition of the Trusts and the Property LLCs as of the dates set forth therein. Neither the Trusts nor the Property LLCs have any liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise but excluding therefrom liabilities or obligations based upon or arising out of: (i) environmental matters (other than claims for bodily injury or personal injury but not property damage), including, without limitation, any obligation to remediate any Hazardous Substances; (ii) the physical condition of the Property, including, without limitation, patent and latent defects, title and zoning matters, governmental approvals, valuation, and compliance of the Property with laws, other than claims for bodily injury or personal injury or property damage; (iii) any obligations contained in the documents evidencing the Existing Indebtedness, or (iv) tax matters, except in each case to the extent of a breach of an express representation and warranty or covenant of the Seller in this Agreement), except for liabilities or obligations reflected or reserved against in the most recent balance sheet of the Trusts and the Property LLCs, as applicable, or which would not reasonably be expected to have a material adverse effect on the Trusts and the Property LLCs, taken as a whole or the value of the Property, delivered to Purchaser as part of the Financial Statements and current liabilities incurred in the ordinary course of business since the date thereof. Since the date of the most recent balance sheets of each of the Trusts and the Property LLCs delivered to Purchaser, there has not been any material adverse change in the business, operations, properties, assets, or the financial condition of the Trusts and the Property LLCs, taken as a whole, and, to Seller’s knowledge, no event has occurred or circumstance exists that would reasonably be expected to result in such a material adverse change.

5.2.5      No Litigation . Except as set forth on Schedule 5.2.5 , other than landlord-tenant suits and judgment against tenants, in each case for defaults by tenants under the Leases for which the defendants have not made a counterclaim, there is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding pending or, to the Seller’s knowledge, threatened in writing, against the Property, the Transferred Companies or the Property Managers or the transactions contemplated by this Agreement.

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5.2.6      Tax Representations . Each of the Transferred Companies and the Property Managers have paid all Taxes required to be paid by them as of the date hereof.

(i)             Each of the Trusts qualified as a REIT under Sections 856 through 860 of the Code at all times beginning on the date of each Trust’s formation through December 31, 2006. But for the redemption of the preferred shares in accordance with Section 5.6.8, each Trust will be owned and operated until the Closing in a manner that will permit it to qualify as a REIT for its taxable year beginning January 1, 2007. If each Trust’s taxable year beginning on January 1, 2007 was treated as ending with the Closing, each Trust would satisfy the requirements of Code Section 856(c) for such taxable year ending with the Closing.

(ii)            Each of the Transferred Companies and the Property Managers timely filed all federal and state income Tax Returns and, to Seller’s knowledge, all other material Tax Returns that they were required to file. All taxes shown on such Tax Returns as being owed by each of the Transferred Companies and the Property Managers have been paid or will be paid. There are no pending or, to the best of Seller’s knowledge, threatened claims by any governmental authority in any jurisdiction, including but not limited to any jurisdiction where the Transferred Companies or the Property Managers do not file tax returns that the Transferred Companies or the Property Managers are or may be subject to taxation by that jurisdiction. Except as shown on Schedule 5.2.6(ii) , Seller has not received notice of any audits of such Tax Returns. None of the Transferred Companies or the Property Managers have been given or requested any waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes or the filing of any Tax Returns. The charges, accruals, and reserves with respect to Taxes on the respective books of the Transferred Companies or the Property Managers are adequate and are at least equal to the liability of the Transferred Companies and the Property Managers for Taxes. There exists no proposed tax assessment against the Transferred Companies or the Property Managers except as disclosed in the most recent balance sheets of each of the Transferred Companies and the Property Managers delivered to Purchaser. All Taxes that the Transferred Companies and the Property Managers were required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person. All Tax Returns filed by the Transferred Companies and the Property Managers are true, correct, and complete in all material respects.

(iii)          No dispute or claim concerning any liability for taxes of the Transferred Companies or the Property Managers has either been claimed or raised by any governmental authority in writing.

(iv)           None of the Transferred Companies or the Property Managers is a party to a tax allocation or sharing agreement. None of the

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Transferred Companies or the Property Managers is entitled to any adjustment under Section 481 of the Code.

(v)            None of the Trusts has made any election under Notice 88-19, 1988-1 C.B. 486, or Treasury Regulation Section 1.337 (d)-5, Section 1.337(d)-6 or Section 1.337(d)-7 and the Trusts would not be subject to any tax on the net built in gain attributable to any property held by the Transferred Parties or the Property Managers under rules similar to Section 1374 of the Code and the regulations thereunder or the regulations under Section 337 of the Code if such property were sold as of the Closing Date.

(vi)           At Closing, none of the Transferred Companies or the Property Managers shall own any interest in another entity, including without limitation any interest in a corporation, partnership, trust or limited liability company, other than interests in other Transferred Companies or Property Managers.

(vii)          Seller has or will within three (3) Business Days of the Effective Date make available to Purchaser correct and complete copies of all Tax Returns filed by the Transferred Companies and the Property Managers since the date of formation of such companies, as applicable.

(viii)        The beneficial ownership of each of the Trusts have been and will be held by more than 100 persons at all times during the current taxable year of each Trust beginning on January 1, 2007 until the redemption of each Trust’s preferred shares pursuant to Section 5.6.8.

(ix)           If each Trust’s taxable year beginning on January 1, 2007 ended with the Closing, no more than 3% of the gross income for each Trust for such period would be derived from the sources not described in Code Section 856(c)(2) of the Code.

(x)            No Trust has ever been involved in a merger, consolidation, liquidation or reorganization with any other entity. No Trust has C Corporation earnings and profits.

(xi)           At all times since the formation of each of the Trusts, more than 50% of the beneficial interests in each of the Trusts have been owned indirectly (through Seller) by a Maryland corporation that has intended to qualify as a REIT.

(xii)         If the Trust’s taxable year beginning January 1, 2007 ended with the Closing, the Trust would not satisfy the adjusted gross income requirements of Code Section 542(a) for such hypothetical short year.

(xiii)        Schedule 5.2.6(xiii) sets forth a list of each of the Transferred Companies and the Property Managers, identifying their classification for federal income tax purposes as of the date hereof.

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5.2.8      Organizational Documents . Schedule 5.2.7 identifies each document pursuant to which each of the Transferred Companies, the Property Managers, and Illinois Manager are each organized and governed (collectively, the “Organizational Documents”). As of the Effective Date, the Organizational Documents are in full force and effect, and correct and complete copies of all of the Organizational Documents have been delivered or will be delivered promptly after the execution and delivery hereof by Seller to Purchaser. In addition, Seller will deliver, or cause to be delivered promptly after the execution and delivery hereof, all minute books and similar records (as applicable) and such correspondence that may reveal a material liability at the entity level for each of the Transferred Companies and the Property Managers and Illinois Manager (other than materials relating to the evaluation of the disposition of the Shares or the Property). The minute books and stock record books of each of the Transferred Companies, the Property Managers and Illinois Manager  made available to Purchaser are complete and correct in all material respects. The minute books of the each of the Transferred Companies, the Property Managers and Illinois Manager contain accurate and complete records of all meetings held of, and corporate or limited liability company action taken by, the shareholders, members, managers, officers and board of directors, as applicable, of each of the Transferred Companies, the Property Managers and Illinois Manager, and, as applicable to the conduct of the business of the Transferred Companies, the Property Managers and Illinois Manager or the ownership or operation of the Property, by the officers, board of directors and committees of the Transferred Companies, the Property Managers and Illinois Manager, and no meeting of any such shareholders, members, managers, officers or directors have been held for which minutes have not been prepared and are not contained in such minute books. There have been no amendments to any of the Organizational Documents since the date of delivery of such documents to Purchaser. At the Closing, possession of all of those books and records will be delivered to Purchaser.

5.2.9      Indebtedness . Schedule 5.2.8 lists each line of credit, loan facility or other financing and any capital indebtedness of any nature of each of the Transferred Companies and the Property Managers, whether with banks, financial institutions or other Persons (the “Existing Indebtedness”). As of the Effective Date and except as set forth on Schedule 5.2.8 , none of the Transferred Companies nor the Property Managers have any indebtedness outstanding and have not given any guaranty, indemnity, comfort letter or other assurance of payment or security of any nature for or otherwise agreed to become directly or contingently liable for, any obligation of any other Person. True, correct and complete copies of the documents evidencing the Existing Indebtedness have been or will be provided to Purchaser.

5.2.10    Employees; Employee Benefit Plans . None of the Transferred Companies nor the Property Managers have ever maintained, sponsored, participated in, administered or contributed to any employee benefit arrangement. No individuals have been or are presently employed full-time or part-time by the Transferred Companies or the Property Managers.

5.2.11    No Bankruptcy . No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or

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arrangement or other action under federal or state bankruptcy laws has been filed or commenced or is pending or contemplated against the Transferred Companies or the Property Managers.

5.2.12    Compliance with Laws . Excluding Laws relating to the physical or environmental condition of the Property, to Seller’s knowledge, each of the Transferred Companies and the Property Managers are in compliance with all Laws applicable to it except where any noncompliance would not, in the aggregate, reasonably be expected to result in a material adverse effect on either the Transferred Companies or the Property Managers.

5.3            Representations and Warranties Concerning the Property. Seller represents and warrants to Purchaser that the statements contained in this Section 5.3 are correct and complete as of the Effective Date:

5.3.1      Operating Agreements and Plans . Except for the agreements listed on Schedule 5.3.1 (the “Operating Agreements”), there are no other material service or supply contracts, warranties, or agreements related to the use, ownership or operation of the Property entered into by or, to Seller’s knowledge, on behalf of Seller, the Transferred Companies, Illinois Manager or the Property Managers, nor are there any other contracts for which the Transferred Companies, Illinois Manager or the Property Managers are a party. Seller has made available to Purchaser a correct and complete copy of all Operating Agreements and Plans and their respective amendments. To Seller’s knowledge, the Operating Agreements are in full force and none of the Transferred Companies, the Property Managers or Illinois Manager, nor any other party to the Operating Agreements, is in default under the Operating Agreements in any material respect.

5.3.2      Leases . The schedule of leases for the Property attached hereto as Schedule 5.3.2 , (the “Lease Schedule”) reflects (i) all leases, subleases by 10/120 Ground Lessee, occupancy licenses, and other occupancy agreements or tenancies affecting the Property and, to the Seller’s knowledge, approved subleases (collectively, the “Leases”); (ii) all outstanding obligations of each of the Property LLCs to construct or pay for tenant improvements in connection with the Leases; (iii) any outstanding leasing commissions in connection with the Leases; and (iv) all security deposits under the Leases and any application, including an indication of those security deposits which are in the form of a letter or letters of credit. Each of the Leases is in full force and effect and neither the applicable Property LLC nor to Seller’s knowledge the tenant thereunder is in default under any Lease (beyond any applicable grace or cure period), and there are no rent delinquencies of more than thirty (30) days. None of Seller, the Property Managers, Illinois Manager or the Property LLCs have received written notice from any tenant under the Leases of any unperformed obligation of the landlord under any of the Leases, including, without limitation, failure of the landlord to construct any required tenant improvements. None of Seller, the Property Managers, Illinois Manager or the Property LLCs have been advised in writing of any claims or disputes giving rise to any setoff by any tenant under the Leases. To the best of Seller’s knowledge, with respect to the Leases as of the date hereof, all tenant improvement allowances have been paid and all

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tenant improvements have been completed. There are no brokers’ commissions, finders’ fees, or other charges payable or to become payable to any third party on behalf of Seller as a result of or in connection with the Leases, including, without limitation, any unexecuted options to expand or renew, except as set forth on Schedule 5.3.2 . The copies of the Leases previously delivered by or on behalf of Seller to Purchaser are true, correct and complete copies of the Leases. The termination of any Lease prior to Closing by reason of the tenant’s default or the termination of such Lease shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser. To the extent that any real property held by any Trust is used as a hotel or other lodging facility, such real property is either (i) leased to a hotel operator unrelated to such Trust or (ii) leased to a taxable REIT subsidiary of such Trust at a market rate and operated on behalf of such taxable REIT subsidiary by an eligible independent contractor, as such terms are defined in the Code.

5.3.3      No Violations . Except as set forth on Schedule 5.3.3 , to Seller’s knowledge, none of Seller, the Transferred Companies, the Property Managers or Illinois Manager have received, any written notification from any Governmental Body or public authority (i) that the Property is in violation of any applicable fire, health, building, use, occupancy or zoning laws where such violation remains outstanding and, if unaddressed, would have a cost to remedy in excess of $5,000 or (ii) that any work is required to be done upon or in connection with the Property, where such work remains outstanding and, if unaddressed, would have a cost to complete in excess of $5,000. None of Seller, the Transferred Companies, the Property Managers or Illinois Manager have received any notice of actual or threatened cancellation or suspension of any certificates of occupancy for any portion of the Property.

5.3.4      Taxes and Assessments . Seller has not filed, has not permitted the Transferred Companies, the Property Managers or Illinois Manager to file, and has not retained anyone to file, notices of protests against, or to commence action to review, real property tax assessments against the Property.

5.3.5      Condemnation . To Seller’s knowledge, none of Seller, the Transferred Companies, the Property Managers or Illinois Manager have received any written notification from any governmental or public authority regarding condemnation or similar governmental proceedings relating to the Property that are pending or threatened which could have a material adverse effect on the Property taken as a whole.

5.3.6      Environmental Matters. Except as set forth in the environmental reports listed in Schedule 5.3.6 , copies of which have previously been delivered to Purchaser or as otherwise disclosed to Purchaser, to Seller’s knowledge, none of Seller, the Transferred Companies, the Property Managers or Illinois Manager have received written notification that any governmental or quasi-governmental authority has determined that there are any violations of environmental statutes, ordinances or regulations affecting the Property. As used herein, “Hazardous Substances” means all hazardous or toxic materials, substances, pollutants, contaminants, or wastes currently identified as a hazardous substance or waste in the Comprehensive Environmental

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Response, Compensation and Liability Act of 1980 (commonly known as “CERCLA”), as amended, the Superfund Amendments and Reauthorization Act (commonly known as “SARA”), the Resource Conservation and Recovery Act (commonly known as “RCRA”), or any other federal, state or local legislation or ordinances applicable to the Property.

5.3.7      Defect Notices . To Seller’s knowledge, none of Seller, the Transferred Companies, the Property Managers, or Illinois Manager have received any notice from the holders of any mortgages presently encumbering the Property, any insurance company which has issued a policy with respect to the Property or from any board of fire underwriters claiming any defects or deficiencies in the Property or suggesting or requesting the performance of any repairs, alterations or other work to the Property, which have not been cured.

5.3.8      Utilities . To Seller’s knowledge, none of Seller, the Transferred Companies, the Property Managers, or Illinois Manager have received any written notice of actual or threatened reduction or curtailment of any utility service currently supplied to the Property.

5.3.9      Intentionally Omitted .

5.3.10    Municipal Improvements . To Seller’s knowledge: (i) all street paving, curbing, sanitary sewers, storm sewers and other municipal or other governmental improvements which have been constructed or installed have been paid for and will not hereafter be assessed; (ii) all assessments heretofore made have been paid in full; and (iii) there are no private contractual obligations relating to the installation of or connection to any sanitary sewers or storm sewers or other municipal improvements.

5.3.11    Special Assessments/Tax Appeals . To Seller’s knowledge and except as shown on any tax bills delivered to Purchaser and/or in the Title Commitment, none of Seller, the Transferred Companies, the Property Managers or Illinois Manager have received any notice of any special assessment which affects the Property. Except as shown on Schedule 5.3.11 , there are no pending tax appeals with respect to real property taxes or assessments against the Property.

5.3.12    No Other Purchase Rights . No person, firm or entity, other than Purchaser has any right to acquire the Shares or any interest in the Property or any part thereof.

5.3.13    Insurance . The Commercial General Liability Policy and Commercial Umbrella Policies providing coverage for the benefit of the Trusts or the Property LLCs or with respect to the Property (collectively, the “Liability Policies”) are set forth on Schedule 5.3.13 hereof and include the applicable Property LLC as a Named Insured and each Individual Property is a scheduled location under the Liability Policies. Each of the Liability Policies expressly provide that except with respect to the Limits of Insurance (as defined in the Liability Policies) and any rights or duties

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assigned in the Coverage Part (as defined in the Liability Policies) to the first Named Insured, the insurance applies on a per location basis providing the entire limits of coverage to each individual location. To Seller’s knowledge, none of Seller, the Transferred Companies, the Property Managers or Illinois Manager have received (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights, or (B) any notice of cancellation or any other indication that any Liability Policy is no longer in full force and effect or will not be renewed. All premiums for the Liability Policies that are due have been paid and the Transferred Companies and the Property Managers have otherwise performed all of their respective obligations under the Liability Policies. There is no deductible under the Commercial General Liability Policy. The Commercial Umbrella Policies  are subject to a $10,000 self insured retention.

5.4            Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the actual knowledge of the Designated Employee and shall not be construed, by imputation or otherwise, to refer to the knowledge of any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller or to impose upon such Designated Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to Sara Shank, Seller’s asset manager for the Property, the employee of Seller with primary responsibility for coordinating the transactions contemplated herein.

5.5            Seller’s Indemnity, Survival of Seller’s Representations and Warranties; Maximum Liability.

5.5.1      Survival . The representations and warranties contained in Section 5.3 hereof, as updated by the certificates of Seller to be delivered in accordance with Section 4.2.5 hereof, and the covenants set forth in this Agreement to be performed by Seller between the Effective Date and the Closing Date, shall survive Closing for a period of twelve (12) months (the “Property Representation Expiration Date”). The representations and warranties of Seller set forth in Sections 5.1 and 5.2 hereof shall survive Closing for a period of twelve (12) months (the “Remaining Representation Expiration Date”) in each case as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2.5 hereof.

5.5.2      Seller’s Indemnification Obligations . Subject to the other provisions of this Section 5.5, from and after the Closing until the Property Representation Expiration Date or the Remaining Representation Expiration Date, as applicable (which Remaining Representation Expiration Date shall be applicable to any claims under Sections 5.5.2(iii)), Seller shall indemnify and hold harmless Purchaser, the Transferred Companies (as the Transferred Companies are constituted after Closing) and their officers, directors, affiliates, members, partners, representatives, agents, and any successors or assigns of Purchaser (the “Purchaser Indemnified Party”) from and against any costs or expenses (including, without limitation, taxes and reasonable

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attorneys’ fees), judgments, liabilities, fines, losses, claims and damages (collectively, “Damages”), as incurred, to the extent they arise out of or are a result of:

(i)             the breach or any inaccuracy in any of the representations and warranties of Seller contained in this Agreement;

(ii)            any breach or default by Seller of any covenant or agreement of Seller hereunder;

(iii)          third-party claims against any Purchaser Indemnified Party arising out of events that occur prior to the Closing and during the period of ownership by Seller of the Trusts and which purport to be related to any obligation or liability of the Transferred Companies (as the Transferred Companies are constituted prior to Closing), the Property Managers or Illinois Manager, including, without limitation, contractual and tort claims and/or liabilities and the litigation referred to in Schedule 5.2.5 , provided that the foregoing shall not include (and, except to the extent provided for in Sections 5.5.2(i) and 5.5.2(ii), Seller shall not be obligated to indemnify the Purchaser Indemnified Party for) claims based upon or arising out of:  (w) environmental matters (other than claims for bodily injury or personal injury based on events prior to Closing, but not property damage), including, without limitation, any obligation to remediate any Hazardous Substances, or (x) the physical condition of the Property, including, without limitation, patent and latent defects, title and zoning matters, governmental approvals, valuation, and compliance of the Property with laws, other than third-party claims for bodily injury, personal injury or property damage based on events prior to Closing; (y) any obligations contained in the documents evidencing the Existing Indebtedness, or (z) tax matters, except in each case to the extent of a breach of an express representation and warranty of the Seller in this Agreement.

5.5.3      Notice and Resolution of Claims . No claim for indemnification under Section 5.5.2 shall be actionable or payable (a) to the extent Purchaser received a proration, adjustment or credit at Closing for such claim; (b) if the claim in question results from or is based on a condition, state of facts or other matter which was known to any Purchaser Indemnified Party (other than the Transferred Companies or the Property Managers as constituted prior to Closing) prior to or at Closing (it being agreed that any written information delivered to Purchaser prior to or at Closing is deemed to be known to any Purchaser Indemnified Party but shall not vary Seller’s representations and warranties except to the extent provided in Section 4.2.5); (c) if the claim results from a breach of any representation, warranty or covenant of Purchaser or any successor to or assignee of Purchaser; (d) unless and until the valid claims under this Section 5.5 collectively aggregate more than Six Hundred Thousand Dollars ($600,000.00) (the “Deductible”), in which event, subject to Section 5.5.3, only the amount of such claims over and above the Deductible shall be actionable; or (e) unless written notice containing a description of the specific nature of such claim shall have been given by any Purchaser Indemnified Party to Seller (x) promptly after it has notice of such claim (provided that the failure to provide such notice shall not affect the obligations of Seller unless and only

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to the extent that Seller are actually prejudiced thereby) and (y) in all events prior to the Property Representation Expiration Date or the Remaining Representation Expiration Date, as applicable. The foregoing is not intended to limit any duty of any Purchaser Indemnified Party to mitigate damages to the extent required under applicable law.

In the event that such claim involves a claim by a third party against the Purchaser Indemnified Party which seeks Damages in an amount in respect of which indemnification pursuant to this Section 5.5 would be available, Seller shall have fifteen (15) days after receipt of such notice to decide whether Seller will undertake, conduct and control, through counsel of Seller’s choosing (subject to the reasonable approval of the Purchaser Indemnified Party) and at its own expense, the settlement or defense thereof (including, without limitation, the defense thereof by any insurer and any claims against any insurer and the conduct and control of any claims against any insurer with respect to such third party claim), and if Seller so decides, the Purchaser Indemnified Party shall cooperate with Seller in connection therewith, provided that the Purchaser Indemnified Party may participate in such settlement or defense through counsel chosen by it, and provided further, that the reasonable fees and expenses of such separate counsel shall be borne by the Purchaser Indemnified Party unless:  (a) the employment of such separate counsel shall have been approved by Seller in connection with the settlement or defense of such action, (b) Seller shall not have employed counsel reasonably satisfactory to the Purchaser Indemnified Party to direct the settlement or defense of such action, or (c) the Purchaser Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Seller, in any of which events the reasonable fees and expenses of such separate counsel shall constitute Damages hereunder. Seller shall have the sole right to settle or compromise any action which Seller determines to undertake, conduct and control as aforesaid, subject to the approval of the appropriate Purchaser Indemnified Party in its sole and absolute discretion, if the amount of the settlement would not serve to release all of the Purchaser Indemnified Parties from all liability in connection with such claim. In the event Seller does not undertake to conduct and control the defense of any claim, no Purchaser Indemnified Party shall settle the same without the prior written approval of Seller, not to be unreasonably withheld, conditioned or delayed.

Seller and the Purchaser Indemnified Party shall cooperate reasonably in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Section 5.5, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other reasonable non-privileged information.

5.5.4      Sole Recourse; Maximum Liability . Purchaser, on behalf of each Purchaser Indemnified Party, agrees that (i) its sole recourse in the event of a breach of any representation, covenant or warranty made by Seller hereunder or any claim for Damages, in each case if Closing has occurred, shall be solely to Seller, and not to any of its affiliates or any officers, directors, agents or representatives of Seller or its affiliates, provided that Seller maintains a net worth at least equal to the Seller Liability Cap through the Remaining Representation Expiration Date to satisfy its indemnity

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obligations hereunder, and (ii) Seller’s maximum aggregate liability to Purchaser, pursuant to this Agreement if the Closing has occurred, shall not otherwise exceed Six Million Dollars ($6,000,000.00) (the “Seller Liability Cap”). Notwithstanding the foregoing, the Seller Liability Cap, as to any breach of Sections 5.2.6(ii), (vi), (viii), (ix) and (x), and 5.6.6 shall not exceed Thirty Million Dollars ($30,000,000.00). Purchaser further agrees to first use all reasonable efforts to seek recovery under any insurance policies, service contracts and Leases applicable to such claim prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser for that portion of Purchaser’s claim which is satisfied from such insurance policies, service contracts or Leases. Seller agrees that it will maintain a net worth of at least Thirty Million Dollars ($30,000,000.00) through the Remaining Representation Expiration Date. Seller hereby waives its rights to indemnification from the Transferred Companies in connection with its liabilities accruing prior to the Closing, other than to the extent covered by existing insurance, including, without limitation, so called “D&O Coverage.”

5.6            Covenants of Seller. Except as otherwise provided for in this Agreement or hereafter agreed to in writing by Purchaser, Seller hereby covenants with Purchaser as follows:

5.6.1      Conduct of Business Pending Closing. From the Effective Date until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain or cause the Property to be operated and maintained in a manner generally consistent with the manner in which the Property has been operated and maintained prior to the Effective Date, subject to reasonable wear and tear, casualty and taking by eminent domain and shall keep on hand sufficient materials, supplies, equipment, inventory and other personal property for the efficient operation and management of the Property in a manner as currently operated, and shall perform when due, all of Seller’s obligations under the Leases and other contracts affecting the Property in each case in all material respects, and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. From and after the Effective Date, Seller will not permit the Transferred Companies, the Property Managers or Illinois Manager to apply any security deposits held pursuant to the Leases without the prior consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall refrain from (and cause the Property Managers, the Transferred Companies and Illinois Manager to refrain from) transferring any of the Property, or creating on the Land any easements; provided, however, that nothing herein shall preclude Seller from (i) replacing any equipment, supplies or machinery in the ordinary course of operating the Property or (ii) entering into any easements or other documents required by any applicable governmental or quasi-governmental authority or provider of utility services.

5.6.2      Operating Agreements.From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall not permit the Transferred Companies, the Property Managers or Illinois Manager to modify, extend, renew or, cancel (in any case, except as a result of a default by the other party thereunder) any Operating Agreements, or enter into any new Operating Agreements unless cancelable on thirty (30) or fewer days’ notice without payment of a premium or penalty,

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without Purchaser’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Seller shall permit the assignment of and the transfer of all rights and obligations accruing to 10/120 Property Manager under that certain Management Agreement dated as of October 3, 2006 by and between 550 West Washington Property LLC and 10/120 South Riverside Illinois Property Manager LLC (the “Continuing Management Agreement”), which assignment and transfer shall occur prior to or concurrently with the Closing, and which assignment and transfer shall not require the prior written consent of Purchaser so long as 10/120 Property Manager is released from all liability arising after the date of the assignment of the Continuing Management Agreement.

5.6.3      Insurance. From and after the Effective Date until the date of Closing or earlier termination of this Agreement, Seller shall cause the Transferred Companies, Illinois Manager and the Property Managers to keep in full force and effect the insurance policies in effect on the Effective Date or policies providing similar (but no less) coverage. At Closing, Seller shall assign to Purchaser all of its rights under the Liability Policies with respect to any claims relating to the period prior to Closing (whether such claims are made before or after Closing) relating to the Property, the Property Managers or the Transferred Companies, including, but not limited to, the right to submit claims directly to the applicable insurer. Seller shall provide Purchaser with all information reasonably required for Purchaser to submit any claims related to a period prior to Closing, including any deadlines or other conditions under the applicable Liability Policies and will reasonably cooperate with Purchaser in the submission, processing and resolution of such claims. To the extent that any assignment of rights under the Liability Polices is not permitted by the express terms of the Liability Policies or applicable law, then upon receipt of notice from Purchaser regarding any pre-Closing claims subject to coverage under the Liability Policies, Seller shall timely submit such claims to the applicable insurer upon request of Purchaser and be responsible for processing and resolution of such claims with the applicable insurer as directed by Purchaser at its expense, provided that no claim will be settled or compromised without Purchaser’s consent in its sole and absolute discretion, if the settlement will not serve to release all applicable Purchaser Indemnified Parties and the Property from all liability in connection with such claims. Seller and Purchaser shall not take any action to limit, invalidate or reduce any coverage that is provided under the Liability Policies as of Closing with respect to any pre-Closing claims. Notwithstanding the foregoing, to the extent that any claims are made in connection with Seller’s obligations hereunder, including its obligation to indemnify Purchaser, Seller shall have all rights of control and resolution of such claims as set forth in Section 5.5.3. To the extent any claims are made against the Property, the Property Managers or the Transferred Companies relating to a period prior to the time the Property LLCs owned the Property, Seller shall cooperate with Purchaser in directing those claims to the prior Owner of the Property. The foregoing covenants in this Section 5.6.4, with the exception of the first sentence, shall survive closing.

5.6.4      Investments . Unless this Agreement is terminated prior to Closing, Seller shall not cause or permit the Transferred Companies, Illinois Manager, or the Property Managers to make any investment in, any loan to, or any acquisition of the

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securities of any other Person, or make any acquisition of any new assets or incur any new indebtedness (or series of related capital investments, loans and acquisitions), except (i) for trade payables incurred in the ordinary course of business, and (ii) in connection with the Kimco OFP Purchase Transaction pursuant to the Kimco Purchase Agreement.

5.6.5      REIT Compliance . Except as set forth in Section 5.6.8, Seller shall take all commercially reasonable steps, or forbear from taking steps, necessary prior to the Closing to ensure that each of the Trust’s ownership and operation until the Closing would permit each Trust to qualify as a REIT for that Trust’s taxable year that includes the Closing.

5.6.6      No Transfer of Assets; Mergers or Acquisitions . Unless this Agreement is terminated prior to Closing, Seller shall not cause or permit the Trusts, Illinois Manager, OFP Equity, OFP Holding, 200 South Wacker Services, OFP Services, the Property Managers or the Property LLCs to: (i) sell, transfer, further encumber, assign or otherwise dispose of the Property or any portion thereof or (ii) merge or consolidate with or acquire all or substantially all of the assets or business of any Person, except in connection with the Kimco OFP Purchase Transaction pursuant to the Kimco Purchase Agreement.

5.6.7      No Amendments to Organizational Documents . Unless this Agreement is terminated prior to Closing, Seller shall not cause or permit the Transferred Companies, Illinois Manager or the Property Managers to amend their respective Organizational Documents in any material respect except that each Trust shall be permitted to amend its Declaration of Trust to the extent necessary to permit the consummation of this Agreement and in form and substance provided to Purchaser as reasonably approved by Purchaser.

5.6.8      Redemption of Preferred Shareholders’ Shares . Seller and Purchaser shall make mutually satisfactory arrangements to cause each Trust, at Closing, to redeem the preferred shares in such Trust held by the parties identified on Schedule 5.2.3(i)(A), Schedule 5.2.3(ii)(A) and Schedule 5.2.3(iii)(A) attached hereto, such that, following such redemptions, the Seller’s Shares constitute one hundred percent (100%) of the issued and outstanding shares in each Trust. Seller shall provide Purchaser reasonable evidence of such redemption.

5.6.9      Leases . Except as expressly provided herein, Seller shall, and shall cause each of the Property Managers, Illinois Manager and the Property LLCs to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, the Property Managers, Illinois Manager or the Property LLCs of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of the Property Managers, Illinois Manager and the Property LLCs shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10, provided, however that Purchaser’s written approval shall not be required for, and Seller may enter into, a new lease with Morgan Stanley at One Financial Place

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on the business terms referenced in Schedule 5.6.10 , (the “Morgan Stanley Lease”) which Morgan Stanley Lease shall not be a Proposed New Lease and Purchaser shall receive a credit at Closing equal to all unpaid leasing commissions, tenant improvement and other tenant concessions set forth in the Morgan Stanley Lease. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or the Property Managers, Illinois Manager or the Property LLCs desire to have any of the Property LLCs enter and such financial information with respect to the proposed tenant as Seller, the Property Managers, Illinois Manager or the Property LLCs may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Property executed between the Effective Date and the Closing Date in accordance with the terms and conditions of this Agreement shall be paid by Purchaser. Seller shall deliver to Purchaser copies of any written notices that Seller sends, from and after the Effective Date to its Lenders under Section 4.1.6(c)(v) of the loan agreements related to the Existing Indebtedness applicable to each of 200 South Wacker Property and 10/120 South Riverside Property.

5.6.10    Audit by Purchaser . Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements and the interim period between from January 1, 2007 through Closing in respect of the Property in compliance with the policies of Purchaser and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Purchaser’s auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours, allow Purchaser’s auditors reasonable access to such books and records maintained by Seller, the Property Manager and the Property LLCs (and any other manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (b) Seller shall use reasonable efforts to provide to Purchaser such financial information and supporting documentation as are necessary for Purchaser’s auditors to prepare audited financial statements; (c) if Purchaser or its auditors require any information that is in the possession of the party from which Seller purchased all or a portion of the Property, Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested by Purchaser; (d) Seller will make available for interview by Purchaser and Purchaser’s auditors, the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (e) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser’s auditors with a copy of such

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audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Purchaser with a copy of such audited financial statement. The foregoing covenants shall survive Closing.

5.6.11    Recycled Entity . In order to facilitate the financing of the Property by Purchaser, to the extent a lender requires representations and warranties relating to the Property LLCs and the conduct of its business for the period from the formation of each Property LLC through the Closing similar in nature to those required by Standard & Poor’s for recycled entities in its May 1, 2003 publication relating to U.S. CMBS Legal and Structured Finance C