**Exhibit 10.480**

 

Coram Plaza

Coram, NY

Amendment to Agreement

 

**AMENDMENT TO AGREEMENT**

 

THIS AMENDMENT TOAGREEMENT (the “Amendment”) is made and entered into as of the 21st day ofOctober, 2004, by and between **Coram Property DevelopmentLLC,** a Delaware limited liability company (“Seller”) and **Inland Real Estate Acquisitions, Inc.,** an Illinoiscorporation (“Buyer”).

 

WITNESSETH:

 

WHEREAS, Sellerand Buyer entered into that certain Agreement of Purchase and Sale dated September 20,2004 (“the Agreement”) as amended by Letter Agreement dated October 15,2004, for the sale and purchase of the property commonly known as Century Plazashopping center located in Coram, New York as legally described by theAgreement (“the Property”).

 

WHEREAS, Buyer andSeller have mutually agreed to amend certain provisions of the Agreement.

 

NOW THEREFORE, inconsideration of the foregoing, and other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, Buyer and Seller agreeas follows:

 

1.                                       The“Closing”, as defined in Paragraph 3.1 of the Agreement is hereby amended bydeleting “October 22, 2004” and inserting “November 5, 2004” therein.

 

2.                                       ThisAmendment may be executed in one or more counterparts, each of which shallconstitute an original and all of which taken together shall constitute oneAmendment. Each person executing this Amendment represents that such person hasfull authority and legal power to do so and bind the party on which behalf heor she has executed this Amendment. Any counterpart to this Amendment may beexecuted by facsimile copy and shall be binding on the parties.

 

Exceptas modified herein, the Agreement shall remain unmodified and in full force andeffect.

 

**Signatures on following page**

 

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| **BUYER:**  | **Inland Real Estate Acquisitions,  Inc.,**as Illinois corporation       |
|-------------|--------------------------------------------------------------------------|
|        |                                                                     |
|        |                                                                     |
|        | By:                                                                      | /s/ G. Joseph Cosenza |   |
|        | Name:                                                                    | G. Joseph Cosenza |   |
|        | Title:                                                                   | President |   |
|        |                                                                     |
|        |                                                                     |
| **SELLER:** | **Coram Property Development LLC,  a**Delaware limited liability company |
|        |                                                                     |
|        |                                                                     |
|        | By:                                                                      | /s/ Arthur W. Hooper,  Jr. |   |
|        | Name:                                                                    | Arthur W. Hooper, Jr. |   |
|        | Title:                                                                   | Exec. Vice President |   |
|             |                                                                          |  |  |  |  |  |

 

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**AGREEMENT OF PURCHASE AND SALE**

 

**BY ANDBETWEEN**

 

**CORAM PROPERTY DEVELOPMENT LLC**

 

**And**

 

**INLAND REAL ESTATE ACQUISITIONS, INC.**

 

 

**DATED AS OF September 20, 2004**

 

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**TABLE OFCONTENTS**

 
| ARTICLE 1 - Purchase  and Sale                          |   |
|--------------------------------------------------------------|--------|
|                                                         |   |   |
|                                                         | 1.1    | Covenant to Sell and  Purchase |   |
|                                                         | 1.2    | Purchase Price; Escrow  Agent |   |
|                                                         |   |   |
| ARTICLE 2  - Title and Condition of Property; Financing |   |
|                                                         |   |   |
|                                                         | 2.1    | State of  Title |   |
|                                                         | 2.2    | Investigations;  No Reliance on Documents; As-Is Sale |   |
|                                                         | 2.3    | Due  Diligence Period |   |
|                                                         | 2.4    | Buyer’s Right to Terminate |   |
|                                                         | 2.5    | Prepayment of Existing  Loans; Assumption of Existing F Property Loan |   |
|                                                         |   |   |
| ARTICLE 3 - The Closing                                 |   |
|                                                         |   |   |
|                                                         | 3.1    | Time and  Place |   |
|                                                         | 3.2    | Closing |   |
|                                                         | 3.3    | Delivery of Possession |   |
|                                                         |   |   |
| ARTICLE 4  - Apportionments and Allocation of Expenses  |   |
|                                                         |   |   |
|                                                         | 4.1    | Credits and Prorations |   |
|                                                         | 4.2    | Other  Adjustments |   |
|                                                         | 4.3    | Transaction and Closing  Costs |   |
|                                                         |   |   |
| ARTICLE 5  - Representations and Warranties             |   |
|                                                         |   |   |
|                                                         | 5.1    | Seller’s  Representations and Warranties |   |
|                                                         | 5.2    | Buyer’s Representations and  Warranties |   |
|                                                         | 5.3    | Changed Circumstances |   |
|                                                         | 5.4    | Survival  of Representations and Warranties |   |
|                                                         |   |   |
| ARTICLE 6 -  Additional Agreements                      |   |
|                                                         |   |   |
|                                                         | 6.1    | Operations Pending Closing |   |
|                                                         | 6.2    | Mutual Cooperation |   |
|                                                         |   |   |
| ARTICLE 7 - Risk of Loss                                |   |
|                                                         |   |   |
|                                                         | 7.1    | Casualty |   |
|                                                         | 7.2    | Condemnation |   |

 

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| ARTICLE                                 | 8 - Remedies Upon  Default |                                                          |
|-----------------------------------------|----------------------------|---------------------------------------------------------------|
|                                    |                       |                                                          |
|                                    | 8.1                        | Time of Essence                                               |   |
|                                    | 8.2                        | Default  by Buyer                                             |   |
|                                    | 8.3                        | Default  by Seller                                            |   |
|                                    |                       |                                                          |
| ARTICLE 9 -  Agents and Commission |                       |
|                                    |                       |                                                          |
|                                    | 9.1                        | Brokers                                                       |   |
|                                    |                       |                                                          |
| ARTICLE 10 -  Miscellaneous        |                       |
|                                    |                       |                                                          |
|                                    | 10.1                       | Notices                                                       |   |
|                                    | 10.2                       | No Recording                                                  |   |
|                                    | 10.3                       | No Agency                                                     |   |
|                                    | 10.4                       | Severability                                                  |   |
|                                    | 10.5                       | Assignment and Succession                                     |   |
|                                    | 10.6                       | Amendments and Waivers                                        |   |
|                                    | 10.7                       | Further Assurances                                            |   |
|                                    | 10.8                       | Absence of  Third-Party Beneficiaries                         |   |
|                                    | 10.9                       | Governing Law;  Jurisdiction                                  |   |
|                                    | 10.10                      | Interpretation                                                |   |
|                                    | 10.11                      | Entire  Agreement                                             |   |
|                                    | 10.12                      | Counterparts                                                  |   |
|                                    | 10.13                      | Expenses                                                      |   |
|                                    | 10.14                      | Consents                                                      |   |
|                                    | 10.15                      | Headings                                                      |   |
|                                    | 10.16                      | Waiver of Trial by Jury                                       |   |
|                                    | 10.17                      | Confidentiality                                               |   |
|                                    | 10.18                      | Drafts not an Offer to  Enter into a Legally Binding Contract |   |
|                                    | 10.19                      | Exculpation                                                   |   |
|                                    | 10.20                      | Joint and Several                                             |   |

 

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**AGREEMENT OF PURCHASE AND SALE**

 

**THISAGREEMENT OF PURCHASE AND****SALE**(hereinafter referred to as the “Agreement”), dated as of this 20thday of September, 2004, between Coram Property Development LLC, a Delawarelimited liability company, having an address at 1720 Post Road, Fairfield, CT06824 (referred to as “Seller”), and Inland Real Estate Acquisitions,Inc., an Illinois corporation, having an address at 2901 Butterfield Road, OakBrook, Illinois 60523 (hereinafter referred to as “Buyer”).

 

**W1TNESSETH:**

 

**WHEREAS,**Seller is the owner of certain real property containingapproximately 24.01 acres of land known as Century Plaza and located in theTown of Coram, County of Suffolk, State of New York (hereinafter referred to asthe “Real Property”).

 

**WHEREAS,**Seller desires to sell to Buyer and Buyer desires to purchasefrom Seller the Real Property subject to the terms and conditions hereinafterprovided; and

 

**NOW,THEREFORE,**for good and valuable consideration, the receiptand sufficiency of which is hereby acknowledged, the parties intending to belegally bound, hereby agree as follows;

 

**ARTICLE 1**

 

**Purchaseand Sale**

 

**1.1****                              **Covenant to Sell and Purchase,Seller shall sell and convey to Buyer, and Buyer shall purchase from Seller,the following:

 

(a)                                  theReal Property owned by Seller, together with all of the tenements,hereditaments and appurtenances appertaining thereto, including any estate, right,title, interest, property, claim and demand of Seller in and to all streets,alleys, rights-of-way, sidewalks, easements, and utility lines or agreements(hereinafter collectively referred to the “Land”);

 

(b)                                 allimprovements, buildings and structures owned by Seller situate on the Land,including the shopping center and other facilities located thereon, and anyapparatus, equipment, appliances and fixtures incorporated therein and used in connectionwith the operation and occupancy thereof, to the extent owned by Seller (hereinaftercollectively referred to as the “Improvements”, and the Land and the Improvementsare hereinafter collectively referred to as the “Property” and individually asa “Property”);

 

(c)                                  allright, title and interest of Seller in and to the leases and other occupancyagreements with the tenants set forth on Exhibit “B” attached hereto coveringall or any portion of the Real Property or the improvements to the extent they

 

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are in effect on theClosing Date (as such term is defined in Section 3.1 hereof) (hereinaftercollectively referred to as the “Leases”), together with all current rents andother sums due thereunder (hereinafter referred to as the “Rents”);

 

(d)                                 thenon-exclusive right to use all of Seller’s architectural and engineering plans,specifications and drawings, soil studies, land surveys, environmental studiesand reports, hazardous waste studies and reports, market reports and surveyswhich are in the possession of the Seller (if any) which relate to the Property(hereinafter collectively referred to as the “Plans”);

 

(e)                                  allutility, service, equipment, maintenance and other contracts relating to theownership, maintenance or use of the Property, as approved during the DueDiligence Period (as hereinafter defined) by Buyer (hereinafter collectivelyreferred to as the “Property Contracts”);

 

(f)                                    tothe extent assignable, all permits, approvals and licenses issued by anyfederal, state or local governmental authority or agency pertaining to the ownership,operation, maintenance or use of the Land, including, without limitation, zoning,site plan and subdivision approvals and developers’ agreements (hereinafter collectivelyreferred to as the “Permits”);

 

(g)                                 allbooks, records and operating reports in Seller’s possession, which arenecessary to ensure continuity of operation of the Property (hereinaftercollectively referred to as the “Records”);

 

(h)                                 allright, title and interest, if any, of Seller in and to the name of CenturyPlaza; and

 

(i)                                     allwarranties and/or guaranties for materials and workmanship benefiting thePurchaser, to the extent assignable by their terms (hereinafter collectivelyreferred to as the “Warranties”).

 

**1.2****                              **Purchase Price; Escrow Agent.

 

(a)                                  Selleris to sell and Buyer is to purchase all of the Property for the aggregatePurchase Price of Thirty Eight Million five Hundred Thousand and 00/100($38,500,000.00) DOLLARS (hereinafter referred to as the “Purchase Price”).

 

(b)                                 Uponthe execution and delivery of this Agreement by Seller and Buyer, Buyer shalldeposit with Chicago Title Insurance Company, 171 N. Clark Street, Chicago, IL60601, the sum of Four Hundred and 00/100 ($400,000.00) DOLLARS (hereinafterreferred to as the “Good Faith Deposit”). This Agreement shall not be deemed tobe effective and binding upon the parties hereto unless and until the GoodFaith Deposit is so delivered. If the Good Faith Deposit is not paidwithin two business days following complete execution of this Agreement by allparties, this Agreement shall be null and void and no party shall be bound bythe terms hereof. The Escrow Agent shall hold the Good Faith Deposit in aninterest-bearing trust account maintained by the Escrow Agent at Chicago TitleInsurance Company, Chicago Office

 

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(hereinafter referred toas the “Deposit Escrow Account”), in accordance with the terms and conditionsof this Agreement. The term “Deposit” shall mean and refer to the Good FaithDeposit plus all accrued interest in the Deposit Escrow Account. The Depositshall be distributed in accordance with the terms of this Agreement.

 

(c)                                  Atthe Closing (as such term is defined in Section 2.1 hereof), the PurchasePrice shall be paid by Buyer to Seller as follows:

 

(i)                                     Bydelivery of the Deposit by the Escrow Agent to or at the direction of theSeller;

 

(ii)                                  Bypayment on the Closing Date, by wire transfer from the Closing Escrow ofimmediately available funds to a bank account designated by Seller in writingto Buyer prior to the Closing of the amount equal to the aggregate PurchasePrice, as such amount may be increased or decreased by prorations andadjustments as herein provided, minus the Good Faith Deposit.

 

(d)                                 (i)                                     Theduties of the Escrow Agent are limited to those specifically provided forherein and are purely ministerial in nature. Escrow Agent shall incur noliability hereunder or otherwise except for its own gross negligence or willfulmisconduct, and Seller and Buyer hereby release Escrow Agent from any liability(other than as excepted herein) for any action taken by it hereunder or for anyfailure or refusal to act hereunder or for any other matter. Unless EscrowAgent shall have been guilty of gross negligence or willful misconduct, Sellerand Buyer, jointly and severally, agree to indemnify and hold harmless EscrowAgent from and against any liability incurred by it as a result of its actingas escrow Agent hereunder. Notwithstanding the immediately preceding sentence,however, Buyer shall be solely responsible for the payment of all fees andother compensation charged by the Escrow Agent for acting as such hereunder, includingthe reimbursement of any costs and expenses incurred by the Escrow Agent in connectionwith its acting as Escrow Agent hereunder.

 

(ii)                                  EscrowAgent shall not be bound in any way or by any agreement or contract betweenSeller or Buyer, whether or not it has knowledge thereof, and Escrow Agent’sonly duties and responsibilities shall be to hold the Deposit as escrow agentand to dispose of the Deposit in accordance with the terms of this Agreement.Without limiting the generality of the foregoing, Escrow Agent shall, in theabsence of its gross negligence or willful misconduct, have no responsibilityto protect the Deposit and shall not be responsible for any failure to demand,collect or enforce any obligation with respect to the Deposit or for anydiminution in value of the Deposit for any cause. Escrow Agent may, at theexpense of Seller and Buyer, consult with counsel and accountants in connectionwith its duties under this Agreement and Escrow Agent shall be fully protectedin any act taken, suffered or permitted by it in good faith in accordance withthe advice of such counsel and accountants. Escrow Agent shall not be obligatedto take any action hereunder which may, in its reasonable judgment, involve itin any liability unless Escrow Agent shall have been furnished with reasonableindemnity satisfactory in amount, form and substance to Escrow Agent.

 

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(iii)                               EscrowAgent is acting as a stakeholder only with respect to the Deposit. If there isany dispute as to whether Escrow Agent is obligated to disburse the Deposit oras to whom the Deposit is to be delivered, Escrow Agent shall not make anydelivery, but in such event Escrow Agent shall hold the Deposit until receiptby Escrow Agent of any authorization in writing, signed by all parties havingan interest in such dispute, directing the disposition of the Deposit. In theabsence of such authorization Escrow Agent shall hold the Deposit until thefinal determination of the rights of the parties in any appropriate proceeding.Escrow Agent shall have no responsibility to determine the authenticity orvalidity of any notice, in accordance with any written notice, direction orinstruction given to it under this Agreement and believed by it to beauthentic. If such written authorization is not given, or proceedings for suchdetermination are not begun, within thirty (30) days after the dispute arises,Escrow Agent may, but is not required to, bring an appropriate action orproceeding for leave to deposit the Deposit with a court of the State of NewYork. Pending such determination Escrow Agent shall be reimbursed for all costsand expenses of such action or proceeding, including, without limitation,attorneys’ fees and disbursements by the party determined not to be entitled tothe Deposit. Upon making delivery of the Deposit in the manner provided in thisAgreement, Escrow Agent shall have no further liability hereunder. In no eventshall Escrow Agent be under any duty to institute, defend or participate in anyproceeding which may arise between Seller and Buyer in connection with theDeposit.

 

(iv)                              EscrowAgent or any successor Escrow Agent may resign at any time by giving fifteen(15) days’ prior notice of resignation to the other parties hereto, suchresignation to be effective on the date specified in such notice. In case theoffice of Escrow Agent shall become vacant for any reason, Seller may appoint atitle company, bank or trust company that is reasonably acceptable to Buyer assuccessor Escrow Agent to the retiring Escrow Agent, whereupon such successorEscrow Agent shall succeed to all rights and obligations of the retiring EscrowAgent as if originally named hereunder, and the retiring Escrow Agent shallduly transfer and deliver to such successor Escrow Agent the funds and records,including without limitation the Deposit, held by the retiring Escrow Agenthereunder.

 

(e)                                  EscrowAgent shall execute this Agreement solely for the purpose of being bound by theprovisions of Sections l.2(b) and (d) hereof and to acknowledge its receipt ofthe Good Faith Deposit.

 

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**ARTICLE 2**

 

**Titleand Condition of Property; Financing**

 

**2.1**                               State of Title.

 

(a)                                  Titleshall be conveyed to Buyer at Closing in fee simple by New York form bargainand sale deed with covenants against grantor’s acts and shall be insurable atregular rates free and clear of any and all liens, claims, encumbrances,mortgages, deeds of trust and security interests (except for the lien of realestate taxes not yet due and payable), but subject to all Permitted Exceptions(as such term is defined in Section 2.1(c) hereof).

 

(b)                                 Buyer,the cost and expense thereof to be equally shared by Seller and Buyer, shallobtain a preliminary title search (hereinafter referred to as the “TitleCommitment”) from Chicago Title Insurance Company (in such capacity,hereinafter referred to as the “Title Company”), pursuant to which the TitleCompany has committed to insure (upon the payment of a requisite premium atregular rates) that Buyer shall own good and indefeasible fee simple title tothe Property as described in Section 2.1(a) of this Agreement. Buyer shallforward a complete copy of the Title Commitment to Seller within five (5)business days after Buyer’s receipt of same. Buyer shall have until 5 p.m. on October 15,2004 (hereinafter referred to as the “Due Diligence Period”) within which toobject, by written notice to Seller, to any exceptions to title set forth inthe Title Commitment. Seller, the cost and expense thereof to be shared equallyby Seller and Buyer, shall cause reputable surveyors licensed in the State ofNew York, to prepare and deliver an ALTA as-built survey of the Property (tospecifications approved by Buyer) (the “Survey”) to Buyer and Seller and theTitle Company no later than the expiration of the Due Diligence Period. Buyershall have until 5:00 p.m. on the last day of the Due Diligence Period withinwhich to notify Seller in writing that Buyer objects to any state of facts asshown on any Survey, which written notice must be given contemporaneously withany written notice given as to exceptions to title referred to above. If Buyernotifies Seller in writing that Buyer objects to any exceptions to title and/orto any state of facts in the Survey (hereinafter referred to as a “TitleObjection Notice”), Seller shall have ten (10) business days after receipt ofsuch notification to notify Buyer (i) that Seller will remove the TitleObjection Notice exceptions from title or, if applicable, remove the matters asshown on the Survey on or before the Closing or (ii) that Seller elects not tocause such exceptions or matters to be removed. If Seller fails to notify Buyerwithin such ten (10) business days, Seller shall be deemed to have given noticeunder clause (ii) above. If Seller gives (or is deemed to have given) Buyernotice under clause (ii) above, Buyer shall have five (5) business days fromthe date of receipt of such notice (or in a case where Seller gives no suchnotice, from the last date on which such notice could have been given) in whichto notify Seller and the Escrow Agent (x) that Buyer will nevertheless proceedwith the transactions contemplated by this Agreement and take title to theProperty subject to such exceptions and such matters without reduction of thePurchase Price or (y) that Buyer will terminate this Agreement. If Buyer doesnot

 

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provide any noticecontemplated by the immediately preceding sentence, Buyer shall be deemed tohave elected to take title to the Property pursuant to clause (x) above. Ifthis Agreement is terminated pursuant to the provisions of Section 2.1(b)(y),(i) this Agreement shall terminate and be of no further force and effect, (ii)no party hereto shall have any further rights or obligations hereunder (exceptfor representations, warranties and/or any indemnity obligations of any partypursuant to the provisions of this Agreement which expressly survivetermination of this Agreement), and (iii) the Escrow Agent shall immediatelyreturn the Deposit to Buyer.

 

(c)                                  Theterm “Permitted Exceptions” as used herein shall mean (i) the lien of realestate taxes, assessments and water and sewer charges not yet due and payable,(ii) all matters set forth in the Title Commitment and approved by Buyer or deemedapproved by Buyer as provided hereinabove, provided, however, matters set forthin the Title Commitment for which the Standards of Title of the New York Bar Associationrecommend no curative action be taken shall be deemed approved (iii) intentionallydeleted, (iv) all existing building, zoning and other city, state, county or federallaws, codes and regulations affecting the Property, (v) any existing generalutility easements serving the Property (provided that such easements do notsubject any owner of such Property to obligations other than are usual andcustomary in similar easements and provided further that no Improvements (otherthan parking areas and access aisles) are constructed on such easements), (vi)such state of facts as would be shown by accurate survey of the Property, (vii)the Leases, and (viii) any title exception created directly by any act oromission of Buyer or its representatives, agents, employees or invitees.

 

(d)                                 Seller’sobligation to convey title to the Property is solely as set forth in Section 2.1(a)hereof. To the extent that Buyer may elect, at its option, to request the TitleCompany to issue endorsements to the most current form of ALTA owner’s title insurancepolicy as currently and customarily used in the State of New York, the issuanceof such endorsements shall be shared equally by Buyer and Seller, and (to theextent that Buyer has not terminated this Agreement during the Due DiligencePeriod in accordance with the terms of Section 2.4 hereof) the issuance of any such endorsements shall not be apre-condition to Buyer’s obligation to consummate the transactions contemplatedby this Agreement.

 

**2.2****                              **Investigations; No Reliance onDocuments; As-Is Sale.

 

(a)                                  Exceptas expressly set forth in this Agreement, neither Seller nor Buyer makes anyrepresentations or warranties as to the truth, accuracy or completeness of anymaterials, data or information delivered by such party or its brokers or agentsto the other party in connection with the transaction contemplated herebySeller and Buyer acknowledge and agree that all materials, data and informationdelivered by the other party in connection with the transactions contemplatedhereby are provided to the other party as a convenience only and that anyreliance on or use of such materials, data or information shall be at the solerisk of the party receiving such materials, data or information from the otherparty, except as otherwise expressly stated herein. Neither Seller, nor anyaffiliate of Seller, nor the persons or entities which prepared any report or

 

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reports (unless Buyer hasobtained reliance letters from any such persons or entities or has establishedlegal privity with such persons or entities by some other means) delivered bySeller to Buyer, shall have any**liability to Buyer for anyinaccuracy in or omission from any such reports.

 

(b)                                 Exceptas expressly set forth in this Agreement and in any documents delivered bySeller at the Closing, it is understood and agreed that Seller is not makingand has not at any time made any warranties or representations of any kind orcharacter, express or implied, with respect to the Property, including, but notlimited to, any warranties or representations as to habitability,merchantability or fitness for a particular purpose, or as to the state oftitle, physical condition, environmental condition and/or zoning of theProperty.

 

BUYER ACKNOWLEDGES ANDAGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY OR ASSIGN TO BUYER ANDBUYER SHALL ACCEPT THE Property **“AS IS, WHERE IS, WITH ALLFAULTS”** AND WITH ALL LATENT OR PATENT DEFECTS, EXCEPT TO THE EXTENTEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR THE DOCUMENTS EXECUTED ANDDELIVERED BY SELLER AT THE CLOSING. BUYER HAS NOT RELIED AND WILL NOT RELY ON,AND SELLER IS NOT LIABLE FOR OR BOUND BY ANY EXPRESS OR IMPLIED WARRANTIES,GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANYPROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, OR ANY REAL ESTATEBROKER OR AGENT PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN,DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH INTHIS AGREEMENT OR DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT THE CLOSING.BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNTTHAT THE PROPERTY IS BEING SOLD **“AS IS, WHERE IS, WITH ALLFAULTS”**. IN ADDITION, SELLER WILL HAVE NO OBLIGATION TO PROVIDE ANYREPAIRS, ALTERATIONS OR IMPROVEMENTS TO THE PROPERTY AS A CONDITION PRECEDENTTO BUYER’S OBLIGATION TO CLOSE TITLE. IN FURTHERANCE OF THE FOREGOING AND NOTIN LIMITATION THEREOF, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPTAS SPECIFICALLY SET FORTH HEREIN TO THE CONTRARY, BUYER IS NOT RELYING ON ANYREPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN,EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER OR ANY PARTNER, MEMBER,MANAGER, SHAREHOLDER, OFFICER OR DIRECTOR OF SELLER OR FROM ANY EMPLOYEE,ATTORNEY, AGENT OR REPRESENTATIVE OF SELLER AS TO ANY MATTER CONCERNING ANYPROPERTY OR ANY MATERIALS PROVIDED BY THE SELLER PURSUANT TO SECTION 2.3HEREOF, INCLUDING WITHOUT LIMITATION: (i) THE QUALITY, NATURE, HABITABILITY,MERCHANTABILITY, USE, OPERATION, VALUE, MARKETABILITY, ADEQUACY OR PHYSICALCONDITION OF THE PROPERTY OR ANY ASPECT OR PORTION THEREOF, INCLUDING, WITHOUT

 

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LIMITATION, STRUCTURALELEMENTS, FOUNDATIONS, ROOFS, APPURTENANCES, ACCESS, LANDSCAPING, PARKINGFACILITIES, ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, UTILITY SYSTEMS,FACILITIES, APPLIANCES, SOILS, GEOLOGY OR GROUNDWATER, (ii) THE DIMENSIONS ORLOT SIZE OF ANY PROPERTY OR THE SQUARE FOOTAGE OF THE IMPROVEMENTS THEREON OROF ANY TENANT SPACE THEREIN, (iii) THE DEVELOPMENT OR INCOME POTENTIAL, ORDEVELOPMENT OR OTHER RIGHTS OF OR RELATING TO PROPERTY, (iv) PROPERTY’SINSURABILITY, MERCHANTABILITY, FITNESS, SUITABILITY, OR ADEQUACY FOR ANYPARTICULAR PURPOSE, (v) THE ZONING OR OTHER LEGAL STATUS OF PROPERTY OR ANYOTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF PROPERTY, (vi) THECOMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS,REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS OR RESTRICTIONS OF ANYGOVERNMENTAL AUTHORITY OR OF ANY OTHER PERSON OR ENTITY (INCLUDING, WITHOUTLIMITATION, THE AMERICANS WITH DISABILITIES ACT), (viii) THE ABILITY OF BUYERTO OBTAIN ANY GOVERNMENTAL APPROVALS, LICENSES OR PERMITS NECESSARY FOR BUYER’SINTENDED USE OR DEVELOPMENT OF THE PROPERTY, (viii) THE PRESENCE OR ABSENCE OFHAZARDOUS MATERIALS ON, IN, UNDER, ABOVE OR ABOUT THE PROPERTY OR ANY ADJOININGOR NEIGHBORING PROPERTY, (ix) THE DESIGN, CONSTRUCTION OR THE QUALITY OF ANYLABOR AND MATERIALS USED IN THE CONSTRUCTION OF ANY IMPROVEMENTS, (x) THECONDITION OF TITLE TO THE PROPERTY, (xi) THE LEASES, CONTRACTS OR ANY OTHERAGREEMENTS AFFECTING THE PROPERTY OR THE INTENTIONS OF ANY PARTY WITH RESPECTTO THE NEGOTIATION AND/OR EXECUTION OF ANY LEASE OR CONTRACT WITH RESPECT TOTHE PROPERTY, OR THE APPLICABLE SELLER’S OWNERSHIP, DEVELOPMENT OR OPERATION OFTHE PROPERTY OR (xii) THE ECONOMICS OF, OR THE INCOME AND EXPENSES, REVENUE OREXPENSE PROJECTIONS OR OTHER FINANCIAL MATTERS, RELATING TO THE PROPERTY, ORTHE OPERATION THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERAGREES THAT BUYER IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF SELLER,WHETHER SUCH REPRESENTATION OR WARRANTY IS IMPLIED, PRESUMED OR EXPRESSLYPROVIDED, ARISING BY VIRTUE OF ANY STATUTE OR COMMON LAW. BUYER AGREES THATSELLER IS UNDER NO DUTY TO**MAKE ANY INQUIRY REGARDING ANYMATTER THAT MAY OR MAY NOT BE KNOWN TO ANY SELLER OR TO CONFIRM, INVESTIGATE ORQUESTION THE ADEQUACY OF ANY APPRAISAL, REPORT, ANALYSES OR STUDY OF ANY ASPECTOF THE PROPERTY PREPARED OR OBTAINED BY SELLER.

 

(c)                                  Buyer’sacceptance of Seller’s deeds for the Property shall be deemed to be fullperformance by Seller of, and will discharge Seller from, all liabilities andobligations under this Agreement, and thereafter Seller shall have no liabilityor obligation to Buyer or to any subsequent owner of the Property with respectto the Property, nor any liability or obligation to any other person, firm,corporation or public

 

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body with respect toactions or claims which arise on or after the Closing Date with respect to theProperty. Upon transfer of the Property, Buyer shall be deemed to have acceptedand shall be subject to the terms, conditions and other obligations applicableto the owner of, and relating to, the Property which are set forth in anygovernmental approvals relating to the construction, use or occupancy of theProperty, including without limitation, site plan approvals and developer’sagreements, whether or not same shall have been recorded.

 

(d)                                 Buyer,in consideration for the promises and covenants contained in this Agreement,and for other good and valuable consideration, the receipt of which is herebyacknowledged, as of Closing does hereby release and forever discharge Sellerfrom any and all actions, causes of action, suits, controversies, claims anddemands whatsoever, in law and in equity, for or on account of injuries claimedto have been received by Buyer in connection with the condition of the Propertyas of the date of Closing, including without limitation the geophysical andenvironmental condition on, or originating from, the Property. It is expresslyunderstood and agreed by Buyer and Seller that this release specificallyapplies to any claims made in connection with any possible environmentalcontamination on, or originating from, the Property, and/or any violation ofthe Environmental Laws (as such term is hereinafter defined) by the Seller inconnection with the Property. For the purposes of this release, the term “environmentalcontamination” shall include any type of environmental orders, statutes orregulations applicable to the Property, including without limitation to theComprehensive Environmental Response, Compensation and Liability Act, theSuperfund Amendments and Reauthorization Act, the Federal Clean Water Act, theSpill Compensation and Control Act, the Federal Water Pollution Control Act,the Underground Storage of Hazardous Substances Act, the Resource Conservationand Recovery Act and all other applicable federal, state and/or local environmentalacts (hereinafter collectively referred to as the “Environmental Laws”) as thesame are currently in force or may be later amended, as well as any otherclaims, suits or actions arising from or related to the environmental conditionof the Property. By accepting title to the Property at Closing, Buyer shall bedeemed to have agreed that Buyer: (i) is satisfied with the environmentalconditions of the Property (regardless of whether the Property complies withall Environmental Laws or other laws, orders, statutes or regulations affectingthe Property) and that Buyer shall have been given the opportunity todetermine, to its own satisfaction, that the Property complies with allEnvironmental Laws or other laws, orders, statutes or regulations affecting theProperty; (ii) accepts that Property in an “AS IS” condition without relying onany verbal or written statement or representation relating to the Property thatmay have been made by the Seller (except as expressly set forth in thisAgreement); and (iii) shall be solely responsible for any environmentalcontamination on, or originating from, the Property which is not disclosed inthe Environmental Assessments to be obtained by Buyer pursuant to Section 2.3hereof or which otherwise occurs after the Closing Date due to the actions orinactions of the Buyer, its successors and/or assigns or any third party, andBuyer agrees that it will be solely responsible for any such environmentalcontamination. It is understood and agreed that Seller does not admit anyliability for any environmental contamination, and liability on the part ofSeller is expressly denied.

 

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(e)                                  Theprovisions of this Section 2.2 shall survive Closing or termination of this Agreement.

 

**2.3**                               Due Diligence Period. Buyer shall haveuntil 5 p.m. (prevailing New York City, New York time) on the last day of theDue Diligence Period to inspect the Property, to conduct and prepare studies,tests and surveys and to investigate and review any and all matters relating tothe Property which Buyer shall reasonably deem appropriate, including, withoutlimitation, zoning matters, environmental matters, the Plans, the PropertyContracts, the Permits, the Leases, the Records, the Title Commitment and thecondition of the Property. In connection with Buyer’s review of the Property,Seller, respectively, shall deliver to Buyer within five (5) business daysafter the signing of this Agreement copies of the documents described on theDue Diligence Checklist attached hereto as Exhibit “C” and made a part hereof,including copies (if any) of (i) the most recent tax bills, (ii) the mostrecent title report and survey of the Property as are available, (iii) each ofthe Leases and any amendments thereto, (iv) all Property Contracts, (v) allPlans, (vi) all Permits, (vii) all Records, (viii) all Warranties, (ix) all environmentalreports and studies relating to the Property and (x) all unrecorded developer’sagreements. All of the foregoing tests, investigations and studies shall be conductedby Buyer or its agents at Buyer’s sole risk, cost and expense. Prior to anysuch entry unto the Property, Buyer shall afford Seller not less that one (1)business day’s advance written notice of such inspection. Buyer covenants andagrees that none of its tests, investigations or studies shall materiallyinterfere with or disrupt in any manner whatsoever (hereinafter referred tocollectively as “Interference”) (x) the operation of any Property or any partthereof by any Seller or any tenant under any Lease or (y) the conduct ofbusiness by any Seller or any tenant under any Lease. Prior to entry on any Propertyby Buyer, Buyer shall deliver to Seller certificates of insurance (prepared onan insurance certificate form known as an “Accord 27”) from an insurancecompany or companies reasonably satisfactory to Seller, naming Seller and anyother party requested by Seller as additional insureds which certificates shallevidence policies of insurance insuring against claims for bodily injury, deathand property damage with confirmed single limit amounts of $1,000,000.00 andaggregate amounts of $2,000,000.00. So long as no Interference results therefrom,Seller will provide Buyer and its agents with access to all structures locatedon the respective Property to permit Buyer to fully conduct its due diligenceactivities. Buyer shall repair and restore any damage caused to the Property asa result of entry by Buyer or its agents or representatives. Buyer shalldefend, indemnify and hold Seller harmless from and against any and alldamages, losses, liabilities, costs and expenses (including, withoutlimitation, reasonable attorneys’ fees and court costs) suffered or incurred bySeller or any tenant under any Leases with respect to all claims for personalinjury, death or for loss or damage to property in connection with Buyer’s orits agents’, representatives’, contractors’ or subcontractors’ entry onto theProperty and/or performance of such studies, tests and surveys. Buyer’s indemnificationobligations under this Section 2.3 shall survive the Closing or terminationof this Agreement.

 

**2.4**                               Buyer’s Right to Terminate. Buyershall have until 5:00 p.m. (prevailing New York City, New York time) on thelast day of the Due Diligence Period within which to notify Seller and EscrowAgent in writing (hereinafter referred to as a

 

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“Termination Notice”), ofits election to terminate this Agreement in its entirety (but not otherwise,except as set forth in Section 2.5(b)(ii) hereof), for any reason or forno reason whatsoever. If this Agreement is terminated pursuant to theprovisions of this Section 2.4, (i) this Agreement shall terminate and beof no further force and effect, (ii) no party hereto shall have any furtherrights or obligations hereunder (except for representations, warranties and/orany indemnity obligations of any party pursuant to the provisions of thisAgreement which expressly survive termination of this Agreement), and (iii) theEscrow Agent shall immediately return the Deposit to Buyer. If Buyer shall notdeliver an appropriate Termination Notice within the time period set forthherein, Buyer shall be deemed to have accepted the results of its due diligenceexamination of the Property, this Agreement shall remain in full force andeffect and Buyer shall have no further right to cancel or terminate thisAgreement, except as otherwise expressly provided herein. If Buyer terminatesthis Agreement, Buyer shall promptly return all due diligence material providedby Seller.

 

**2.5**                               Prepayment of Existing Loans.

 

Buyer hereby acknowledgesthat the Property is currently subject to that certain mortgage loan generallydescribed on Exhibit “D” attached hereto and made a part hereof(hereinafter collectively referred to as the “Existing Loan”) made bythe Lender (hereinafter referred as the “Existing Lender”) identified onExhibit “D” hereto. Buyer and Seller hereby acknowledge and agree thatBuyer is not assuming the obligations of the Seller under the Existing Loan,and that all principal and accrued and unpaid interest under the Existing Loanshall be prepaid out of the proceeds of the Closing of the transactionscontemplated hereby. Notwithstanding the foregoing, Seller agrees to reasonablycooperate with Buyer’s efforts to cause the Existing Lender to assign theExisting Loan documents to Buyer’s lender (if any) at Closing.

 

**ARTICLE 3**

 

**TheClosing**

 

**3.1**                               Time and Place. Consummation of the transactionscontemplated hereby (hereinafter referred to as the “Closing”) shall take placeusing the services of Chicago Title Insurance Company (“Chicago Title”), asescrow agent. Seller and Buyer shall deliver all of their respective closingdocuments in escrow to Chicago with instructions on the distribution of thedocuments at such time as Chicago Title has wired to Seller the net funds dueSeller in accordance with the closing statement agreed upon between the parties.The Closing shall take place on a date to be agreed upon by Seller and Buyer (hereinafterreferred to as the “Closing Date”), which date shall not be later than October 22,2004.

 

**3.2**                               Closing.At the Closing (or such earlier date as set forth herein), Seller and Buyershall take such actions and deliver such agreements and other instruments and documentsnecessary or appropriate to effect the transactions contemplated by this Agreementin accordance with the terms hereof, including, without limitation, the following:

 

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(a)     Buyershall deliver to Seller the portion of the Purchase Price payable pursuant to Section 1.2(c)hereof and the Escrow Agent shall deliver the Deposit to the Seller.

 

(b)    Sellerand Buyer shall execute and deliver closing statements each in a formreasonably acceptable to Seller, Buyer and their respective counsel.

 

(c)     Sellershall convey and transfer to Buyer good and insurable title to the Property,subject to the Permitted Exceptions, by executing, acknowledging and deliveringto Buyer (the “Deed”).

 

(d)    Sellerand Buyer shall execute and deliver assignment and assumption agreements insubstantially the form attached hereto as Exhibit “E” and made a part hereof,duly executed and acknowledged by Seller and Buyer and in proper form forrecording (if necessary), pursuant to which Seller will assign to Buyer all ofSeller’s rights, title and interest as lessor in and to the respective Leases,and pursuant to which Buyer will assume all obligations as lessor under theLeases. Seller will simultaneously deliver to Buyer an original executed copyof each of the Leases and all guarantees of the Leases and a letter, dulyexecuted by the respective Seller, in form satisfactory to Buyer, addressed toeach of the tenants under the Leases advising the tenants of the assignment ofthe Leases.

 

(e)     Sellershall cause each commercial tenant under each Lease to deliver to Buyer awritten tenant estoppel certificate in the form required under each such Lease,or if no form is specified and if no form is generally used by a tenant insimilar transactions, in substantially the form attached hereto as Exhibit “F”and made a part hereof.

 

(f)       Sellershall deliver to Buyer a rent roll for the Property owned by it containing a schedule ofthe Rents and other charges and payments due from tenants under the Leases,including without limitation any which are in arrears, all dated as of theClosing Date and certified by Seller as true and correct.

 

(g)    Sellershall deliver to Buyer an affidavit of title in customary form, duly executedand acknowledged by Seller.

 

(h)    Sellerand Buyer shall deliver to the Title Company all documents, affidavits andinstruments reasonably required by the Title Company and in a form reasonablyacceptable to Seller, Buyer, their respective counsel and the Title Company.

 

(i)        Sellershall deliver to Buyer a limited liability company certificate, satisfactory tothe Title Company and Buyer, with respect to the authority of Seller to approvethis Agreement and the transactions contemplated hereby.

 

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(j)        Buyershall deliver to Seller a corporate resolution, satisfactory to the TitleCompany and Seller, with respect to the authority of Buyer to approve thisAgreement and the transactions contemplated hereby.

 

(k)     Sellershall deliver to Buyer all Plans, Property Contracts, Permits, Records and allother records pertinent to the ownership, operation, maintenance or use of theProperty which are in such Seller’s possession. Seller and Buyer shall executeand deliver an assignment and assumption agreement, pursuant to which Sellerwill assign to Buyer all of such Seller’s right, title and interest in thePlans, Property Contracts, Permits and Records, and pursuant to which Buyerwill assume all obligations with respect thereto.

 

(1)     Sellershall deliver to Buyer an affidavit stating that such Seller is not a “foreignperson” as that term is defined pursuant to the Foreign Investment in RealProperty Tax Act of 1980 (hereinafter referred to as “FIRPTA”).

 

(m)  Sellershall execute a notice to the Tenants of the Property in substantially the formattached hereto as Exhibit “G”, which notices shall be delivered to Buyer atClosing for Buyer to forward to the respective Tenants.

 

(n)    Theparties shall execute and deliver to each other any other instrument orinstruments (i) required to be delivered under any provision of this Agreementand (ii) reasonably requested by the attorney for either party in connectionwith this transaction.

 

(o)    Tothe extent obtained by Buyer (with Seller’s cooperation in accordance with Section 6.2(c)hereof), and to the extent paid for on before Closing by Buyer, Seller shallcause all Warranties to be transferred to the name of Buyer.

 

(p)    Tothe extent obtained by Seller in accordance with Section 6.2(c) hereof,estoppel certificates from parties to any reciprocal easement or similaragreement affecting the Property (hereinafter referred to as the “REA Estoppels”)in either the form prescribed by any such document or in substantially the sameform attached hereto as Exhibit “H”.

 

(q)    Sellershall obtain from The Stop & Shop Supermarket Company LLC (formerly know asThe Stop & Shop Supermarket Company) (“Stop & Shop”) a waiver of theright of first offer set forth in Article XX of that certain leaseagreement between Seller and Stop & Shop, dated December 30, 2002,being assigned as part of the Closing in the form of Exhibit “I”.

 

(r)       Sellershall execute and deliver to Buyer’s auditors, KPMG, an audit letter in theform attached as Exhibit J, attached hereto and made a part hereof. In theevent the audit of Property operations has not been performed by KPMG at orprior to the date of Closing, Seller agrees to

 

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execute anddeliver the audit letter at such time as the audit is performed. The terms ofthis provision shall survive Closing.

 

**3.3**                               Delivery of Possession. Possession ofthe Property shall be delivered to Buyer at the Closing upon execution anddelivery of the Deed free of all tenancies and occupants, except with respectto tenants under the Leases.

 

**ARTICLE 4**

**Apportionmentsand Allocation of Expenses**

 

**4.1****                              **Credits and Prorations. Subject to anyprovision of this Agreement to the contrary, the following items shall beapportioned for the calendar year in which the Closing occurs as of midnight onthe calendar day immediately preceding the Closing: (a) all Rents, revenues andother income, if any, from the Property, (b) real estate taxes; (c) water andsewer charges and other utility charges, if any, (d) all security deposits underLeases shall be credited to Buyer at Closing, and (e) any other income, expenseor other items relating to the Property which is customarily prorated between apurchaser and a seller of real property in the counties in which the Propertyis located.

 

**4.2****                              **Other Adjustments.

 

(a)                                  Notwithstandinganything contained in Section 4.1 hereof, any taxes paid at or prior toClosing shall be prorated based upon the amounts actually paid. If taxes andassessments due and payable during the year of Closing have not been paid beforeClosing, Seller shall be charged at Closing an amount equal to that portion ofsuch taxes and assessments, plus interest and penalties, if any, which relateto the period before Closing and Buyer shall pay the taxes and assessmentsprior to their becoming delinquent. Any such apportionment made with respect toa tax year for which the tax rate or assessed valuation, or both, have not yetbeen fixed shall be based upon the tax rate and/or assessed valuation lastfixed. To the extent that the actual taxes and assessments for the current yeardiffer from the amount apportioned at Closing, the parties shall make allnecessary adjustments by appropriate payments between themselves within thirty(30) days after such amounts are determined following Closing, subject to theprovisions of Section 4.2(b) of this Agreement.

 

(b)                                 Exceptas otherwise provided herein, any expense amount which cannot be ascertainedwith certainty as of Closing (and for which Buyer and Seller are unable toadjust and/or allocate at or prior to Closing) shall be prorated on the basisof the parties’ reasonable estimates of such amount, and shall be the subjectof a final proration ninety (90) days after Closing, or as soon thereafter asthe precise amounts can be ascertained. Buyer shall promptly notify Seller whenit becomes aware that any such estimated amount has been ascertained. Once allrevenue and expense amounts have been ascertained, Buyer shall prepare, andcertify as correct, a final proration statement which shall be subject toSeller approval. Upon the acceptance and approval by Seller of any finalproration statement submitted by Buyer, such statement shall be conclusively deemedto be accurate and final.

 

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(c)                                  Allrents, including without limitation all basic rent, additional rent, CAMcharges, tenant real estate tax reimbursements and all amounts due and payableto the landlord under the Leases (hereinafter collectively referred to as “Rents”),shall be prorated and adjusted as of the Closing Date based upon the number ofdays in the month in which the Closing occurs. In furtherance of the foregoing,and in furtherance of the desire of Buyer and Seller to negotiate appropriatecredits for all tenant matters, Seller shall prepare all CAM reconciliationsfor calendar year 2004 prior to the end of the Due Diligence Period, and shalldeliver copies thereof to Buyer. Based upon (i) the overpayments andunderpayments shown on the CAM reconciliations (ii) the delinquency, if any, atsuch time in the payment of Rent by any Tenants and (iii) the existence, ifany, of any unpaid tenant improvements or leasing commissions or any unexpiredfree rent periods (hereinafter collectively referred to as “Tenant Concessions”)Buyer and Seller shall negotiate in good faith with each other appropriatecredits to one another to be allocated at Closing in connection with the Leases.Such good faith negotiations shall include negotiations with respect to Rentswhich remain unpaid on and as of the anticipated Closing Date, as well asallocation of responsibility for the economic effect of the payment orrealization of Tenant Concessions, it being the intent of the Buyer and Sellerto negotiate fair and equitable credits such that (i) Seller will have no claimsagainst Tenants following Closing for past due Rent, CAM payments, other additionalrent and Tenant Concessions, (ii) Seller will owe no additional payments to Buyerin respect of Rent, CAM payments, other additional rent and Tenant Concessions,and (iii) Buyer will owe no additional payments to Seller in respect thereof.

 

(d)                                 Allcommon area expenses, maintenance, taxes other than real estate taxes (such asrental taxes), other expenses incurred in operating the Property, and any othercosts incurred in the ordinary course of business or in the management and operationof the Property, shall be prorated on the basis of the actual number of days elapsed(monthly or annually, as applicable). Subject to the negotiations referred to inSection 4.2(c) hereof, Seller shall pay all such expenses that accrueprior to Closing and Buyer shall pay all such expenses accruing as of theClosing Date and thereafter. Seller and Buyer shall obtain billings and meterreadings as of the Closing Date to aid in such prorations, to the extentavailable or necessary.

 

(e)                                  Buyershall be entitled to a credit in the amount of the tenant security deposits setforth on Schedule 4.2(e) attached hereto.

 

(f)                                    Subjectto the final sentence of Section 4.2(b) hereof, the provisions of this Section 4.2shall survive Closing.

 

**4.3**                               Transaction and Closing Costs.

 

(a)                                  Sellerand Buyer shall execute such returns, questionnaires and other documents asshall be required with regard to all applicable real property transaction taxesimposed by applicable federal, state or local law or ordinance.

 

(b)                                 Sellershall pay the fees of counsel representing Seller in connection with thistransaction. In addition, Seller shall also pay the following costs andexpenses:

 

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(i) any realtytransfer tax, sales tax, documentary stamp tax or similar tax which becomespayable by reason of the transfer of the Property;

 

(ii) the fees forany consultants which have been hired or retained by Seller in connection withthe transactions contemplated by this Agreement;

 

(iii) one-half ofall survey and title charges;

 

(c)  Buyer shall pay the fees of counselrepresenting Buyer in connection with this transaction, if any. In addition,Buyer shall also pay the following costs and expenses:

 

(i) one-half ofall survey and title charges;

 

(ii) the cost ofappraisals, Environmental Assessments of the Property prepared on Buyer’sbehalf or at Buyer’s direction;

 

(iii) the fees forrecording the Deed and any other recordable Transfer Documents;

 

(iv) except as setforth in Section 9.1 hereof, the fees for any other brokers or consultantswhich have been hired or retained by Buyer in connection with the transactioncontemplated by this Agreement; and

 

(v) the fees andexpenses of the Escrow Agent, as set forth in Section 1.2(d)(i) hereof.

 

(d)                                 Allcosts and expenses incident to the transaction contemplated hereby and theclosing thereof, and not specifically described above, shall be paid by the partyincurring same.

 

(e)                                  Theprovisions of this Section 4.3 shall survive the Closing or termination ofthis Agreement.

 

**4.4**                               MasterLease.

 

Simultaneously with theClosing, Seller shall enter into a master lease (the “Master Lease”) with Buyerfor all of the vacant space (“Vacant Space”) at the Property (currentlyestimated to be 11,700 s.f.) at a rental rate of $15.00 p.s.f. plus the prorata share of CAM and taxes for a period of two (2) years. Pursuant to theMaster Lease Seller shall make monthly payments in advance on the first day ofeach month of the term for rent, CAM and taxes. The determination of the squarefootage of the Vacant Space shall be made as of the date of the Closing.Subsequent to the Closing and prior to the end of the two (2) year MasterLease, if any portion of the Vacant Space is leased and put in service (“LeasedSpace”), the Master Lease shall terminate as to the applicable Vacant Space asof such date. “Leased Space” shall mean space for which: (i) a tenant hasexecuted a lease for any portion of the Vacant Space, accepted its space,subject to any

 

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normal punch list items,and (ii) opened for business to the public, and (iii) commenced the payment offull rent, common area maintenance and taxes, and (iv) all the leasingcommissions and tenant improvement allowances having either paid for by Selleror credited to Buyer, and (v) a certificate of occupancy or its equivalentoccupancy permit issued by the local governmental authorities, for such tenant’srespective demised premises, and (vi) the tenant executes and delivers anacceptable estoppel certificate to Buyer. Notwithstanding the foregoing, in theevent a ground lease is entered into for any portion of the Property the term “LeasedSpace” for such ground lease parcel shall mean space for which: (i) a tenanthas executed a ground lease; and (ii) a tenant has commenced the payment offull rent, common area maintenance and taxes, and (iii) all the leasingcommissions and tenant improvement allowances having either paid for by Selleror credited to Buyer; and (iv) the tenant executes and delivers an acceptableestoppel certificate to Buyer. It is understood that at no time shall Buyer beentitled to receive a rental payment from a tenant and also a rental paymentattributable to such tenant from the Master Lease (whether due to partialsatisfaction of the Leased Space criteria, or otherwise), and Buyer agrees toimmediately remit such duplicate payment to Seller upon receipt.

 

**4.5**                     Vacant Space Escrow.

 

Sellershall escrow with Escrow Agent the sum of $30.00 p.s.f. for tenant improvementsand leasing commissions for the Vacant Space (the “Vacant Space Escrow”).Subsequent to the Closing and prior to the end of the two (2) year Master Lease,if any portion of the Vacant Space is leased and put in service (“Leased Space”),Seller shall be entitled to immediately receive from escrow agent the sum of$30.00 p.s.f. for the applicable Leased Space. If, at the end of the two (2)year Master Lease, there then exists any Vacant Space, the amount remaining inthe Vacant Space Escrow attributable to tenant improvements and leasingcommissions for the then Vacant Space shall be released to Buyer.

 

**ARTICLE 5**

 

**Representationsand Warranties**

 

**5.1**                               Seller Representations andWarranties. Seller, hereby makes the following representations andwarranties to Buyer as of the date of this Agreement, which representations andwarranties shall be true and correct as of the Closing Date as a condition toBuyer’s obligation to close hereunder:

 

(a)                                  Selleris a limited liability company duly organized, validly existing and in goodstanding under the laws of its state of formation. Seller has all requisitepower and authority to own and operate its Property and carry on its businesswith respect to such Property as now being conducted. Seller has the requisitepower and authority to enter into this Agreement and to perform its obligationshereunder and to consummate the transactions contemplated hereby. Neither theexecution, delivery and performance by Seller of this Agreement, nor theconsummation of the transactions

 

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contemplated hereby orthereby will violate or conflict with any provision of the articles oforganization or operating agreement of Seller.

 

(b)                                 Selleris not a “foreign person” as such term is defined pursuant to FIRPTA.

 

(c)                                  Theexecution, delivery and performance by Seller of this Agreement, and theconsummation of the transactions contemplated hereby and thereby, will notviolate any provision of Seller’s organization documents.

 

(d)                                 TheLeases are the only leases and tenancies in effect with respect to the Propertyand no individuals or entities occupy the Property or any portion thereofexcept pursuant to the Leases. The copies of the Leases previously delivered orto be delivered to Buyer are or will be true, correct and complete copies ofall the Leases and any amendments thereto. Except as disclosed herein or in theLeases, copies of which shall be reviewed by Buyer during the Due DiligencePeriod, no Lease provides the tenant thereunder with a right of first refusalto purchase its demised premises or any of the Property.

 

(e)                                  NoSeller has received any written notice from a tenant under any Lease of suchtenant’s intention to vacate or abandon its demised premises prior to the endof the term of its Lease. The applicable Seller shall promptly provide Buyerwith a copy of any written notice of default under any Lease given or received betweenthe date hereof and the date of the Closing.

 

(f)                                    NoSeller has received any written notice from any tenant under any Lease whichclaim any default by Landlord thereunder. The applicable Seller shall promptlyprovide Buyer with a copy of any written notice of default under any Leasegiven or received between the date hereof and the date of the Closing.

 

(g)                                 Exceptas otherwise disclosed to Buyer, no Seller has received any written notice ofany violations of any federal, state or municipal zoning, fire, environmental,building or other laws, codes, statutes, ordinances, orders, regulations orrequirements affecting the Property owned by it, the terms of which have notbeen complied with, and Seller will promptly notify Buyer of the receipt of anywritten notice of any such violations received by such Seller between the datehereof and the date of the Closing.

 

(h)                                 Thereare no attachments, executions, assignments for the benefit of creditors,receiverships, conservatorships or voluntary or involuntary proceedings inbankruptcy or actions pursuant to any other debtor relief laws contemplated byany Seller or pending against such Seller and regarding the Property owned byit.

 

(i)                                     Notenant is entitled to any rent concessions or “free rent” under the terms ofany of the leases, all tenant improvement allowances due under any of theleases have either been paid, or if not yet due and payable, will be escrowedby Seller from the net funds due Seller at the Closing, with Chicago Title.

 

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(j)                                     Schedule 5.1(j)sets forth any unpaid leasing commissions and the amount hereof. All leasingcommissions for which a lien could be filed shall be paid on or before theClosing Date

 

**5.2**                               Buyer’s Representations and Warranties.Buyer hereby makes the following representations and warranties to Seller as ofthe date of this Agreement, which representations and warranties shall be trueand correct as of the Closing Date as a condition to Seller’s obligation toclose hereunder.

 

(a)                                  Buyeris a corporation duly organized, validly existing and in good standing underthe laws of the State of Illinois. Buyer has the requisite power and authorityto enter into this Agreement and the Buyer Ancillary Documents, to perform its obligationshereunder and to consummate the transactions contemplated hereby. The executionand delivery of this Agreement and the consummation by Buyer of the transactionscontemplated hereby and thereby have been duly authorized by Buyer and no consentsof any third parties are necessary for Buyer’s execution, delivery and performanceof this Agreement and the transactions contemplated hereby and thereby. Neitherthe execution, delivery and performance by Buyer of this Agreement, nor the consummationof the transactions contemplated hereby or thereby will violate or conflict withany provision of the documents and instruments under which Buyer isconstituted.

 

(b)                                 Noaction or other proceeding whatsoever is now pending or, to the best knowledgeof Buyer, threatened against Buyer or any shareholders, partners, members orowners, as the case may be, of the foregoing which calls into question or seeksto set aside or enjoin any of the approvals or authorizations of thetransactions contemplated by this Agreement, or the performance of Buyer’s obligationshereunder, or which will or may otherwise impede the Closing.

 

(c)                                  Buyerhas all funds available to it which are sufficient to consummate thetransaction contemplated by this Agreement.

 

(d)                                 Buyerfully understands the nature and significance of the transactions provided forin this Agreement and the limitations provided in Section 2.2 hereof andelsewhere herein. Buyer is satisfied with the amount being paid by it for the Property,as set forth herein, based and in sole reliance upon its own valuation of the Propertyand its review and analysis of the rent roll for each Property, reports ofphysical inspections (including without limitation, environmental inspections),business, operations, condition and prospects for the Property.

 

**5.3****                              **Changed Circumstances. Seller and Buyershall promptly notify the other in writing, if, after the execution of thisAgreement and prior to the Closing, any event occurs or condition exists whichrenders any of the foregoing representations and warranties made by itmaterially untrue or misleading. All of the foregoing representations andwarranties, respectively, shall be deemed made by Seller, respectively, andBuyer on the date of this Agreement and at the time of the Closing.

 

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**5.4****                              **Survival of Representations andWarranties; Limitation on Seller’s Liability. Unless otherwise set forth inthis Agreement, the representations and warranties of Seller and Buyer,respectively, as set forth in this Article 5 and elsewhere in thisAgreement and in any other agreements, affidavits, estoppels, instruments orother documents executed by any of the Seller in connection with thetransactions contemplated hereby (hereinafter collectively referred to as the “ClosingDocuments”) shall survive Closing for six (6) months. In the event that theClosing for the transactions contemplated herein occurs, and to the extentthat, thereafter, Buyer incurs any actual costs or losses during the six (6)month period referred to above as a result of any incorrect representations orwarranties made by Seller hereunder or under the Closing Documents which exceed$25,000.00. No claims based upon any incorrect representation or warranties maybe brought by Buyer to the extent that the costs or losses actually incurred byBuyer do not individually or collectively exceed the Minimum Threshold, and nosuch claims may be brought at any time following the six-month anniversary ofthe Closing. In addition, to the extent that Buyer actually knows at or priorto Closing that any of Seller’s representations or warranties are inaccurate,untrue or incorrect in any way, such representations and warranties shall bedeemed modified to reflect Buyer’s knowledge. Without limitation, Seller shallnot have any liability in connection with this Agreement by reason of anyinaccuracy of a representation or warranty if and to the extent that suchinaccuracy has been identified by Seller by notice to Buyer or otherwise isactually known by Buyer at the time of Closing (whether matters contradictingany representation or warranty is contained in any Exhibit or Schedule tothis Agreement, whether such matters are contained in any materials deliveredto Buyer by or on behalf of Seller, or whether such matters are contained in anystudy, test, analysis or report prepared by or for the benefit of Buyer inconnection with the transactions contemplated hereunder), and Buyer consummatesthe Closing.

 

**ARTICLE 6**

 

**AdditionalAgreements**

 

**6.1****                              **Operations Pending Closing. Betweenthe date of execution of this Agreement and the Closing, Seller shall complywith all covenants, conditions, restrictions, laws, statutes, rules andregulations and ordinances applicable to the Property, and shall own, manageand operate the Property in a manner consistent with past practices and shalluse reasonable and prudent efforts to preserve for Buyer the favorablerelationships which Seller has with tenants, suppliers, vendors and othershaving ongoing relationships with the respective Property. Seller (a) may, atSeller’s option, after prior notice to Buyer, in the ordinary course andconsistent with Seller’s current practices, negotiate with prospective tenants,and (b) enter into Leases (on terms that Seller believes, in its good faithbusiness judgment, to be market terms), enforce Leases and perform landlord’sobligations under the Leases (other than with respect to Leases that have beenor that are in the process of being terminated). Seller shall not, withoutfirst obtaining written consent of Buyer, which consent shall not beunreasonably withheld, conditions or delayed, enter into new Leases or modifythe terms of or

 

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terminate any Leases. Inaddition, Seller shall promptly notify Buyer, in writing, of (i) any defaultbeyond applicable grace periods committed by any tenants (other than defaultsin the payment of rent, adjustments for which will be made at Closing) and (ii)any written notices received from any tenants regarding Seller’s defaults or anytenant’s intention to terminate its lease.

 

**6.2**                               Mutual Cooperation.Seller and Buyer agree to cooperate fully with one another in connection withthe transactions contemplated herein during the Due Diligence Period. Infurtherance of the foregoing, Seller agrees to (a) to provide contactinformation to Buyer with respect to persons who prepared previous surveys,environmental assessments and appraisals, if any, with respect to the Property,(b) to execute all documents (at no cost to Seller) to effectuate the transferto Buyer of any Warranties and (c) to use its commercially reasonable efforts(which for purposes of this Section 6.4(e) shall not require any Seller toincur unreasonable costs) to obtain the REA Estoppels.

 

**Article 7**

 

**Risk ofLoss**

 

**7.1**                               Casualty.

 

(a)                                  If,at or prior to Closing, any damage, destruction or casualty shall have occurredas to which a tenant (i) has the responsibility to repair and restore the Propertyunder its respective Lease and (ii) has no right of rent abatement or offset, infull or in part as a result of such casualty, the parties shall proceed toClosing in accordance with the terms of this Agreement without any reduction inthe Purchase Price.

 

(b)                                 (i)If, at or prior to Closing, any other damage, destruction or casualty, of anyProperty, occurs, which damage, destruction or casualty creates loss valued atten (10%) percent or less of the Purchase Price, then this Agreement shall continuein full force and effect and the Seller shall give written notice of such eventto Buyer (which notice will include a description of the nature, extent andestimated amount of damage or loss suffered by the Property in connection withsuch casualty), in which event the parties shall proceed to Closing inaccordance with the terms of this Agreement without any reduction in thePurchase Price, and the Seller shall (A) assign to Buyer at Closing all of itsrights to and interest in all proceeds of casualty insurance and business interruptionand rent loss insurance relating to the period from and after the date of Closingpayable on account of such casualty, (B) pay to Buyer at Closing an amount equalto the full amount of the deductible applicable under such insurance policies,by way of a credit against the Purchase Price equal to the deductible unlesstenants are responsible for the deductible in CAM. The Seller shall cooperatereasonably with Buyer before and after Closing to file and process an insuranceclaim for all insured loss arising out of such casualty.           The Seller shall not settle or adjust anysuch insurance claim without Buyer’s prior written consent. Seller shall haveno obligation to repair or restore any Property other than necessary measuresas may be necessary to secure any such Property from natural elements,vandalism or further deterioration.

 

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(ii)                                  If,at or prior to Closing, any other damage, destruction or casualty, of anyProperty, occurs which damage, destruction or casualty creates a loss valued inexcess of ten (10%) percent of the Purchase Price allocated to such Property,then the Seller shall notify Buyer in writing (hereinafter referred to as a “SellerCasualty Notice”), which Seller Casualty Notice will include a description ofthe nature, extent and estimated amount of damage or loss suffered by theaffected Property in connection with such casualty. Within ten (10) days afterreceipt of the Seller Casualty Notice, Buyer shall notify the applicableSeller, in writing, as to whether (A) Buyer will elect to proceed to Closing or(B) Buyer will elect to terminate this Agreement. If Buyer does not make suchwritten election within the time period specified above, Buyer will be deemedto have made the election set forth in clause (A).

 

(iii)                               IfBuyer makes (or is deemed to have made) the election set forth clause (A) of Section 7.1(b)(ii)above, then this Agreement shall continue in full force and effect and theparties shall proceed to Closing in accordance with the terms of this Agreementwithout any reduction in the Purchase Price, and the Seller shall (A) assign toBuyer at Closing all of its rights to and interest in all proceeds of casualtyinsurance and business interruption and rent loss insurance relating to theperiod from and after the date of Closing payable on account of such casualtyand (B) pay to Buyer at Closing an amount equal to the full amount of thedeductible applicable under such insurance policies, by way of a credit againstthe Purchase Price equal to the deductible. The Seller shall cooperate reasonablywith Buyer before and after Closing to file and process an insurance claim forall insured loss arising out of such casualty. The Seller shall not settle oradjust any such insurance claim without Buyer’s prior written consent. TheSeller shall have no obligation to repair or restore any Property other thannecessary measures as may be necessary to secure any such Property from naturalelements, vandalism or further deterioration.

 

**7.2****                              **Condemnation. If, at or prior to thetime of Closing, all or any portion of any Property shall be condemned or takenpursuant to any governmental or other power of eminent domain, any writtennotice of taking or condemnation with respect to all or any portion of aProperty is issued, or any proceedings are instituted by any governmentalauthority having the power of eminent domain to take all or any portion of suchProperty, then (a) the Seller shall notify Buyer in writing of such action, (b)Buyer shall proceed to closing with a reduction in the Purchase Price equal toany condemnation award previously paid to the Seller, (c) the Seller shallassign to Buyer at the time of Closing all of such Seller’s right to any unpaidcondemnation awards and (d) such Seller shall convey the entire Property (orremainder thereof) to Buyer.

 

**ARTICLE 8**

 

**RemediesUpon Default**

 

**8.1****                              **Time of Essence. If full performance of thisAgreement is not completed by the Closing Date, either party shall have theright after such date to declare time to be of the essence of this Agreement bygiving notice of such election to the other party. Such notice shall contain adeclaration that time is of the essence and shall fix the time,

 

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date and place of finalsettlement, which date may not be sooner than twenty (20) days nor later thanthirty (30) days following the effective date of giving such notice.

 

**8.2**                               Default by Buyer. In the event the sale of theProperty as contemplated hereunder is not consummated due to Buyer’s defaulthereunder, Seller shall be entitled, as its sole remedy, to terminate thisAgreement and receive the Deposit as liquidated damages, and not as a penalty,for the breach of this Agreement (which shall operate to terminate thisAgreement and release Buyer and Seller from any and all liability hereunderother than with respect to those representations, warranties and/or indemnitieswhich survive termination of this Agreement), it being agreed between theparties hereto that the actual damages to Seller in the event of such breachare difficult, if not impossible, to determine and the Deposit and any accruedinterest thereon, is a reasonable estimate thereof. Seller expressly waives itsright to seek compensatory or consequential damages in the event of Buyer’sdefault hereunder.

 

**8.3**                               Default by Seller. In the event the sale ofthe Property as contemplated hereunder is not consummated due to a default byall Seller hereunder, Buyer shall be entitled, at its election, as its soleremedy, (a) to waive such default and close title in accordance with the termsof this Agreement without any reduction of the Purchase Price, (b) to receivethe return of the Deposit which shall operate to terminate this Agreement andrelease Buyer and Seller from any and all liability hereunder (other than withrespect to those representations, warranties and/or indemnities which survivetermination of this Agreement), or (c) to enforce specific performance of theSeller’s obligations to convey the Property to Buyer in accordance with theterms of this Agreement, including a claim for reasonable attorney’s fees andcosts of suit.

 

**ARTICLE 9**

 

**Agentsand Commission**

 

**9.1****                              **Brokers. With respect to thetransaction contemplated by this Agreement, Seller and Buyer represent that thesole broker is Jeffrey R. Dunne, CB Richard Ellis (hereinafter referred to asthe “Broker”), which is to paid a commission pursuant to separate agreement. Inthe event that any claim for commission or finder’s fee other than the Broker’sFees is brought by any person or entity as a consequence of the transactioncontemplated hereby and as a result of any action or omission of Seller orBuyer, then Seller or Buyer, as the case may be, shall hold harmless the otherparty against any loss, cost or expense of any nature, including, but notlimited to, court costs and reasonable attorney’s fees arising as a consequenceof the claim for the commission or fee. The terms of this Section 9.1shall survive the Closing or termination of this Agreement.

 

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**ARTICLE 10**

 

**Miscellaneous**

 

**10.1**                        Notices. Every notice or othercommunication required or contemplated by this Agreement by any party shall bein writing and shall be delivered by (i) personal delivery, (ii)internationally recognized express courier, such as Federal Express, UPS or DHLor (iii) facsimile with a confirmation copy sent simultaneously in the mannercontemplated by clauses (i) or (ii) of this Section 10.1, in each caseaddressed to the party for whom intended at the following address:

 
|   | (i)    | If to Buyer:            | Inland Real Estate  Acquisitions, Inc.  |
|--------|--------|-------------------------|-----------------------------------------|
|   |   |                    | 2901 Butterfield Road                   |
|   |   |                    | Oak Brook, Illinois  60523              |
|   |   |                    | Attn: G. Joseph  Cosenza, President     |
|   |   |                    | Fax No.: 630-218-4935                   |
|   |   |                    |                                    |
|   | (ii)   | With a copy to:         | Inland Real Estate  Group, Inc.         |
|   |   |                    | 2901 Butterfield Road                   |
|   |   |                    | Oak Brook, Illinois  60523              |
|   |   |                    | Attn: Robert Baum,  General Counsel     |
|   |   |                    | Fax No.: 630-218-4900  and 630-571-2360 |
|   |   |                    |                                    |
|   |   |                    |                                    |
|   | (iii)  | If to Seller:           | Coram Property  Development LLC         |
|   |   |                    | 1720 Post Road                          |
|   |   |                    | Fairfield, Connecticut  06824           |
|   |   |                    | Attn: Arthur W. Hooper,  Jr.            |
|   |   |                    | Fax No.: 203-256-4019                   |
|   |   |                    |                                    |
|   | (iv)   | With a copy to:         | Pillsbury Winthrop LLP                  |
|   |   |                    | 695 E. Main Street                      |
|   |   |                    | P.O. Box 6760                           |
|   |   |                    | Stamford, CT 06905-6760                 |
|   |   |                    | Attn: Kent S. Nevins,  Esq.             |
|   |   |                    | Fax No.: 203-965-8226                   |
|   |   |                    |                                    |
|   | (v)    | If to the Escrow Agent: | Chicago Title Insurance  Company        |
|   |   |                    | 171 N. Clark Street                     |
|   |   |                    | Chicago, IL 60601                       |
|   |   |                    | Attn: Nancy Castro                      |
|   |   |                    | Fax No.: 312-223-2108                   |

 

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or at such other addressas the intended recipient previously shall have designated by written notice tothe other parties. Notice by registered or certified mail shall be effective onthe date it is officially recorded as delivered to the intended recipient byreturn receipt or equivalent, and in the absence of such record of delivery,the effective date shall be presumed to have been the third (3rd) business dayafter it was deposited in the mail. All notices and other communicationsrequired or contemplated by this Agreement to be delivered in person or sent bycourier shall be deemed to have been delivered to and received by the addresseeand shall be effective on the date of personal delivery; notices delivered byfacsimile with simultaneous confirmation copy by registered or certified orequivalent mail or courier shall be deemed delivered to and received by theaddressee and effective on the date sent. Notice not given in writing shall beeffective only if acknowledged in writing by a duly authorized representativeof the party to whom it was given.

 

**10.2**                        No Recording. Neither Seller norBuyer shall cause or permit this Agreement nor any memorandum hereof to befiled of record in any office or place of public record and if Buyer or Sellershall fail to comply with the terms hereof by recording or attempting to recordthe same, such act shall not operate to bind or cloud title to the Property. Ifeither party or counsel acting for either party shall cause or permit thisAgreement, a copy hereof, or a memorandum hereof to be filed in an office ofplace of public record, the other party, at its option, may treat such act as adefault under this Agreement.

 

**10.3**                        NoAgency. This Agreement shall not constitute an appointment of any of theparties hereto as the legal representative or agent of any other party heretonor shall any party hereto have any right or authority to assume, create orincur in any manner any obligation or other liability of any kind, express orimplied, against, or in the name or on behalf of, the other party hereto.

 

**10.4**                        Severability.In the event any provision of this Agreement shall be determined to be invalidor unenforceable under applicable law, all other provisions of this Agreementshall continue in full force and effect unless such invalidity or unenforceabilitycauses substantial deviation from the underlying intent of the parties expressedin this Agreement or unless the invalid or unenforceable provisions comprise anintegral part of, or in inseparable from, the remainder of this Agreement. Ifthis Agreement continues in full force and effect as provided above, theparties shall replace the invalid provision with a valid provision whichcorresponds as far as possible to the spirit and purpose of the invalidprovision.

 

**10.5**                        Assignment and Succession. Except asexpressly permitted herein, no party may assign or otherwise transfer anyrights, interests or obligations under this Agreement (excluding an assignmentresulting by operation of law as a result of the merger or consolidation of anysuch party) without the prior written consent of the other party, which consentmay be withheld in the sole and absolute discretion of such party for anyreason whatsoever or for no reason. This Agreement shall inure to the benefitof the parties hereto and to their respective permitted successors and assigns.Notwithstanding

 

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the foregoing, within ten(10) days prior to Closing, Buyer shall have the right to notify Seller of thenames of its nominee entity taking title to the Property.

 

**10.6****                       **Amendments and Waivers. No amendment,modification, termination or waiver of any provision of this Agreement orconsent to any departure by any party therefrom, shall in any event beeffective without the written concurrence of the other party hereto. Any waiveror consent shall be effective only in the specific instance and for thespecific purpose for which it is given. No notice to or demand on any party inany case shall entitle any other party to any other or further notice or demandin similar or other circumstances.

 

**10.7****                       **Further Assurances. Each of theparties hereto agrees that, from and after the Closing, upon the reasonablerequest of the other party hereto and without further consideration, such partywill execute and deliver to such other party such documents and furtherassurances and will take such other actions (without cost to such party) assuch other party may reasonably request in order to carry out the purpose andintention of this Agreement including but not limited to the effectiveconsummation of the transactions contemplated under the provisions of thisAgreement. The provisions of this Section 10.7 shall survive Closing.

 

**10.8**                        Absence of Third-PartyBeneficiaries. No provisions of this Agreement, express or implied, areintended or shall be construed to confer upon or give to any person or entityother than the parties hereto, any rights, remedies or other benefits under orby reason of this Agreement unless specifically provided otherwise herein, andexcept as so provided, all provisions hereof shall be personal solely betweenthe parties to this Agreement.

 

**10.9**                        Governing Law; Jurisdiction. Thevalidity, construction, performance and enforceability of this Agreement shallbe governed in all respects by the laws of the State of Connecticut, withoutreference to the choice-of-law principles thereof. Buyer and Seller agree tosubmit to personal jurisdiction in the State of New York in any action or proceedingarising out of this Agreement. In furtherance of such agreement, the parties heretoagree and consent that without limiting other methods of obtainingjurisdiction, personal jurisdiction over the each party in any such action orproceeding may be obtained within or without the jurisdiction of any courtlocated in New York and that any process or notice of motion or otherapplication to any such court in connection with any such action or proceedingmay be served upon the party by registered or certified mail to, or by personalservice at, the respective addresses listed in Section 10.1 herein (or as otherwiseestablished by notice to the other party), whether such address may be within orwithout the jurisdiction of any such court. The parties hereto further agreethat the venue of any litigation arising in connection with this Agreement orin respect of any of the obligations of the parties hereto under thisAgreement, shall, to the extent permitted by law, be in Fairfield County,Connecticut.

 

**10.10**                 Interpretation.This Agreement, including any exhibits, schedules and amendments, has beennegotiated at arm’s length and between persons sophisticated and knowledgeablein the matters dealt with in this Agreement. Each party has been

 

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represented byexperienced and knowledgeable legal counsel. Accordingly, any rule of law orlegal decision that would require interpretation of any ambiguities in thisAgreement against the party that has drafted it is not applicable and iswaived. The provisions of this Agreement shall be interpreted in a reasonablemanner to effect the purposes of the parties and this Agreement.

 

**10.11****                **Entire Agreement. The terms of this Agreementand the other writings referred to herein (including but not limited to allschedules, exhibits, addenda, and related agreements) and delivered by theparties hereto are intended by the parties to be the final expression of theiragreement with respect to the subject matter hereof and may not be contradictedby evidence of any prior or contemporaneous agreement. The parties furtherintend that this Agreement, together with the exhibits and schedules heretoshall constitute the complete and exclusive statement of its terms and shallsupersede any prior agreement with respect to the subject matter hereof.

 

**10.12**                 Counterparts.This Agreement may be executed simultaneously in multiple counterparts, each ofwhich shall be deemed an original, but all of which taken together shallconstitute one and the same instrument. Execution and delivery of this Agreementby exchange of facsimile copies bearing the facsimile signature of a party heretoshall constitute a valid and binding execution and delivery of this Agreementby such party. Such facsimile copies shall constitute enforceable originaldocuments.

 

**10.13**                 Expenses.Each of the parties agrees to pay its own expenses in connection with the transactionscontemplated by this Agreement, including without limitation legal, consulting,accounting and investment banking fees, whether or not such transactions areconsummated.

 

**10.14**                 Consents.Whenever this Agreement requires or permits consent by or on behalf of anyparty hereto, such consent shall be given in writing.

 

**10.15**                 Headings.The article and section headings contained in this Agreement arefor reference purposes only and will not affect in any way the meaning or interpretationof this Agreement.

 

**10.16**                 Waiverof Trial by Jury. EACH PARTY HEREBY WAIVES, IRREVOCABLY ANDUNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OFOR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTIONHEREWITH, THE PROPERTY, OR ANY CLAIMS, DEFENSES, RIGHTS OR SET-OFF OR OTHERACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

 

**10.17**                 Confidentiality.

 

(a)                                  Buyershall use is best efforts, and cause its attorneys, representatives andconsultants (hereinafter collectively referred to as the “Buyer Parties”)to use their best efforts, to use all information, documents, surveys, leasesand other materials provided to them by the Seller hereunder (hereinaftercollectively referred to as the “Due Diligence

 

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Materials”)exclusively for the purpose of evaluating the merits of a possible purchase ofthe Property as contemplated by this Agreement and not for any other purposewhatsoever. Buyer further agrees, except as may be required by applicable law,that it will not disclose any Due Diligence Materials or use them to thedetriment of any Seller.

 

(b)                                 Inthe event this Agreement is terminated prior to the consummation of the purchaseand sale contemplated hereunder, all Due Diligence Materials and all copies thereofwill be returned to Seller promptly. All analyses, compilation, studies orother documents prepared by or for Buyer and reflecting any Due DiligenceMaterial or otherwise based thereon will be (at Buyer’s option) either (i)destroyed or (ii) retained by Buyer in accordance with the confidentialityrestrictions set forth in this Section 10.17.

 

(c)                                  Buyeracknowledges that the Due Diligence Materials are proprietary in nature andthat Seller would suffer significant and irreparable harm in the event of the misuseor disclosure of the Due Diligence Materials. Without affecting any otherrights or remedies that either party may have, Buyer acknowledges and agreesthat Seller shall be entitled to seek the remedies of injunction, specificperformance and other equitable relief for any breach or threatened breach ofthe provisions of this Agreement relating to confidentiality by any Buyer Party.

 

(d)                                 Buyerhereby indemnifies and holds harmless Seller from and against all loss,liability, claim, damage and expense arising out of any breach of this Section 10.17by Buyer or by any Buyer Party.

 

(e)                                  Priorto Closing neither party shall issue any press release or public statement withrespect to the transactions contemplated by this Agreement without the priorconsent of the other party, except to the extent such release or statement isrequired by law or the regulations of the Securities and Exchange Commission orthe New York Stock Exchange, and (ii) after Closing, any such release orstatement issued by Seller or Buyer shall be subject to the review and approvalof the other respective party (which approval shall not be unreasonablywithheld). If Seller or Buyer is required by law to issue a release orstatement, such party shall, at least two (2) Business Days prior to the issuanceof same, deliver a copy of the proposed release to the other party for itsreview.

 

(f)                                    ThisSection 10.17 shall survive Closing and any termination of this Agreement.

 

**10.18****                **Drafts not an Offer to Enter into aLegally Binding Contract. The submission of a draft, or a marked up draft, ofthis Agreement by one party to another is not intended by either party to be anoffer to enter into a legally binding contract with respect to the purchase andsale of the Property. The parties shall be legally bound with respect to thepurchase and sale of the Property pursuant to the terms of this Agreement onlyif and when the parties have been able to negotiate all of the terms andprovisions of this Agreement in a matter acceptable to each of the parties intheir respective sole discretion, including, without limitation, all of theExhibits hereto, and Seller and Buyer have fully executed and delivered to eachother a counterpart of this Agreement, including, without limitation, allExhibits hereto.

 

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**10.19**                 Exculpation.This Agreement and all documents, agreement, understandings, and arrangementsrelating to this transaction have been executed by the undersigned in hiscapacity as Managing Member of Coram Property Development LLC, and neither theofficer executing this Agreement nor the members, managers or officers of theSeller shall be bound or have any personal liability hereunder. Neither Seller,on the one hand, or Buyer, on the other hand, will seek recourse or commenceany action against the officer of the other executing this Agreement or any ofthe members, managers or officers of the other, or any of their personalassets, for the performance or payment of any obligation hereunder orthereunder. The foregoing shall also apply to any future documents, agreement,understandings, arrangements and transactions between or among the parties.

 

**10.20**                 IntentionallyDeleted.

 

**10.21**                 Business Day. Asused herein, the term Business day means any day other than a Saturday, Sundayand any other day which is a legal holiday in the State of Connecticut on whichoffices of the State of New York are routinely scheduled to be closed.

 

**10.22**                 Tax FreeExchange (a) Seller reserves the right to include this transaction as partof a tax-deferred exchange under Section 1031 of the Code for the benefitof such Seller, so long as the same is at no cost, expense or liability toPurchaser. Each member of Seller expressly reserves the right to assign, on orbefore the Closing Date, its rights (but not its obligations) hereunder to a “QualifiedIntermediary” as defined in, and provided for, in IRC Reg. 1.1031(k)-1(g)(4).Purchaser agrees to execute any and all documents as are reasonably necessaryin connection with such exchange, provided that the closing of this transactionfor the conveyance of the Premises shall not be contingent upon or subject tothe completion of such exchange. In connection herewith, and for the purpose ofengaging in such an exchange, each member of Seller may make such transfersprior to the Closing of its interest in the Premises or in such Seller to its shareholders,partners (general or limited), members and/or principals in their individual capacitiesas may be required by such member of Seller for the purpose of holding title tothe Premises, provided that any such transfer shall be subject to the terms ofthis Contract and shall not in any way alter or modify the obligations of suchmember of Seller hereunder. In the event of any such transfer, Purchaseracknowledges that the shareholders, partners (general or limited), members,principals of such member of Seller shall not, by virtue of such transferaccept or consent to any personal liability under the terms of this Contractand that Seller shall remain solely liable for any obligations contained hereinregardless of any such transfer.

 

(b) Purchaserreserves the right to include this transaction as part of a tax-deferredexchange under Section 1031 of the Code for the benefit of Purchaser, solong as the same is at no cost, expense or liability to Seller. Purchaserexpressly reserves the right to assign, on or before the Closing Date, itsrights (but not its obligations) hereunder to a “Qualified Intermediary” asdefined in, and provided for, in IRC Reg. 1.1031(k)-1(g)(4). Seller agrees toexecute any and all documents as are reasonably necessary in connection withsuch exchange, provided that the closing of this transaction for the

 

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conveyance of thePremises shall not be contingent upon or subject to the completion of suchexchange.

 

**[Remainder of this page intentionally left blank]**

 

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**IN****WITNESS WHEREOF,**the parties hereto haveset executed or caused their duly authorized representatives to execute thisAgreement of Purchase and Sale as of the day and year first written above.

 
|   | **SELLER:**                            |                        |
|--------|----------------------------------------|-----------------------------|
|   |                                   |                        |
|   | CORAM PROPERTY  DEVELOPMENT            |                        |
|   | LLC                                    |                        | ] |   |
|   |                                   |                        |
|   | By:                                    | /s/ Louis L. Ceruzzi,  Jr., |   |
|   | Louis  L. Ceruzzi, Jr.,                |                        |
|   |                                   |                        |
|   |                                   |                        |
|   | **BUYER:**                             |                        |
|   |                                   |                        |
|   |                                   |                        |
|   | INLAND REAL ESTATE  ACQUISITIONS, INC. |                        |
|   |                                   |                        |
|   |                                   |                        |
|   | By:                                    | /s/ G. Joseph Cosenza       |   |
|   | G.  Joseph Cosenza, President          |                        |
|        |                                        |                             |  |  |  |

 

The undersignedhereby joins in this Agreement solely in its capacity as Escrow Agent andsolely to evidence its agreement to be bound by the terms of Sections 1.2(b)**and(d) hereof and acknowledge receipt of the $400,000.00 Good Faith Deposit.

 
|   | Chicago Title Insurance  Company |             |
|--------|----------------------------------|------------------|
|   |                             |             |
|   |                             |             |
|   | By:                              | /s/ Nancy Castro |   |
|        |                                  |                  |  |

 

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