Exhibit 10.14

 

POST-CLOSING AGREEMENT

 

December 27, 2012

 

Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

 

Re:                             $70,455,000 Loan (the “Loan”) from Cantor Commercial Real Estate Lending, L.P. ( “Lender”) to Inland Diversified Las Vegas Centennial Center, L.L.C. (“Borrower”)

 

Ladies and Gentlemen:

 

As a material inducement for the Lender to close the Loan on the date hereof in accordance with that certain Loan Agreement by and between Borrower and Lender dated the date hereof (the “Loan Agreement”), the Lender has required that this Post-Closing Agreement (this “Agreement”) be executed and delivered to the Lender.  In regard to the Loan, the undersigned does hereby certify to and agree with the Lender as follows:

 

1.                                      Specific Post Closing Matters.  To the extent applicable, attached hereto as Exhibit “A” is a list of specific requirements which Borrower covenants it will use commercially reasonable efforts to met within the time set forth in said Exhibit.  The undersigned acknowledges that the Loan Documents are being executed at this time, and the Loan closed and funds disbursed in connection therewith, without all the Loan requirements being met and that the execution of the Loan Documents shall not constitute any admission by the Lender that all the Loan requirements have been met.

 

2.                                      Borrower Acknowledgement.  Borrower acknowledges that the Loan Documents are being executed at this time, and the Loan closed and funds disbursed in connection therewith, without all the Loan requirements being met and that the execution of the Loan Documents shall not constitute any admission by the Lender that all the Loan requirements have been met.

 

3.                                      Facsimile or Electronic Signature.  A signed facsimile or pdf file of this Agreement shall constitute an original.

 

4.                                      Survival of Agreement.  This Agreement shall survive the closing of the Loan.

 

5.                                      Loan Document.  This Agreement is and shall be deemed to be a Loan Document as defined in the Loan Agreement.

 

[THE REMAINDER OF THE PAGE IS INTENTIONALLY BLANK]

 











 

IN WITNESS WHEREOF, Borrower has caused this Agreement to be executed as of the day and year first above written.

 

 

	
BORROWER:
    	
INLAND   DIVERSIFIED LAS VEGAS CENTENNIAL CENTER, L.L.C., a Delaware   limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
Inland   Territory, L.L.C.,
    
	
 
    	
 
    	
a   Delaware limited liability company, its sole member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:   
    	
Inland   Territory Member, L.L.C.,
    
	
 
    	
 
    	
 
    	
a   Delaware limited liability company,
    
	
 
    	
 
    	
 
    	
its   managing member
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:   
    	
Inland   Diversified Real Estate Trust, Inc.,
    
	
 
    	
 
    	
 
    	
 
    	
a   Maryland corporation, its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:   
    	
/s/   Marcia L. Grant
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Name:   Marcia L. Grant
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Title:   Assistant Secretary
    


 

Signature Page – Post Closing Agreement (Centennial Center)

 











 

EXHIBIT “A”

 

[SCHEDULE OF POST-CLOSING ITEMS]

 

	
Description of Item:
    	
 
    	
To Be Accomplished:
    	
 
    	
Deliver to:
    
	
Evidence   that light bulbs were fixed and/or replaced to make exit signs at 7950 W   Tropical Parkway, Suite 110 illuminate.
    	
 
    	
January 11,   2013
    	
 
    	
Lender’s   Counsel
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fully executed, original Subordination,   Non-Disturbance and Attornment Agreement made by and between Wal-Mart Real   Estate Business Trust, as tenant and Lender as lender, in form and substance   reasonably acceptable to Lender.
    	
 
    	
January 18,   2003
    	
 
    	
Lender’s   Counsel
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fully executed, original Subordination,   Non-Disturbance and Attornment Agreement made by and between Sam’s Real   Estate Business Trust, as tenant and Lender as lender, in form and substance   reasonably acceptable to Lender.
    	
 
    	
January 18,   2003
    	
 
    	
Lender’s   Counsel
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fully   executed, original Subordination, Non-Disturbance and Attornment Agreement   made by and between PNS Stores, Inc., doing business as Big Lots, as   tenant and Lender as lender, in form and substance reasonably acceptable to   Lender.
    	
 
    	
January 18,   2013
    	
 
    	
Lender’s   Counsel
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fully   executed, original Subordination, Non-Disturbance and Attornment Agreement   made by and between Ross Dress For Less, Inc., as tenant and Lender as   lender, in form and substance reasonably acceptable to Lender.
    	
 
    	
January 18,   2013
    	
 
    	
Lender’s   Counsel
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fully   executed, original Subordination, Non-Disturbance and Attornment Agreement   made by and between OfficeMax, Inc., as tenant and Lender as lender, in   form and substance reasonably acceptable to Lender.
    	
 
    	
January 18,   2013
    	
 
    	
Lender’s   Counsel
    


 











 

	
Fully   executed, original Subordination, Non-Disturbance and Attornment Agreement   made by and between GMRI, INC., as tenant, Borrower as landlord and   Lender as lender, in form and substance reasonably acceptable to Lender.
    	
 
    	
January 18,   2013
    	
 
    	
Lender’s   Counsel
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fully executed, original Subordination,   Non-Disturbance and Attornment Agreement made by and between KFC U.S.   Properties, Inc., as tenant and Lender as lender, in form and substance   reasonably acceptable to Lender.
    	
 
    	
January 18,   2013
    	
 
    	
Lender’s   Counsel