Exhibit 10.17


 


Paradise Shoppes of Largo


Largo,
Florida


Fifth
Amendment to Agreement


 


FIFTH AMENDMENT TO AGREEMENT


 


THIS FIFTH AMENDMENT TO AGREEMENT (the “Fifth Amendment”) is made and
entered into as of the 28th day of September, 2005, by and between WIN-Ulmerton, Ltd., a Florida limited partnership (“Seller”)
and Inland Real Estate Acquisitions, Inc.,
an Illinois corporation (“Purchaser”).


 


WITNESSETH:


 


WHEREAS, Seller and Purchaser entered into that certain Agreement of
Purchase and Sale of Shopping Center dated May 31, 2005, (“the Agreement”), as
amended, for the sale and purchase of the property commonly known as Paradise
Shoppes of Largo shopping center located in Largo, Florida as legally described
by the Agreement (the “Property”).


 


WHEREAS, Purchaser and Seller have mutually agreed
to amend certain provisions of the Agreement.


 


NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller agree as follows:


 


1.     Section 2(a) of the Agreement is hereby
amended and restated as follows: “The closing of the transaction contemplated
by this Agreement (the “Closing”) shall occur at the office of the Earnest
Money Escrowee (as hereinafter defined) or by mail-away closing on October 17,
2005.” 


 


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


 


3.     The remaining terms and conditions of the
Agreement remain unmodified and in full force and effect.


 


* * * * *


 





















 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  WIN-Ulmerton,
  Ltd., a Florida limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: PDG II, Inc., a
  Florida corporation, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Spiro A. Comitos

  	
   

  
	
   

  	
  Name:

  	
    Spiro A.
  Comitos

  	
   

  
	
   

  	
  Title:

  	
      Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
    [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
       President

  	
   

  
							



 


2





















 


FOURTH AMENDMENT TO AGREEMENT


 


THIS FOURTH AMENDMENT TO AGREEMENT (the “Fourth Amendment”) is made and
entered into as of the 10th day of August, 2005, by and between WIN-Ulmerton,
Ltd., a Florida limited
partnership (“Seller”) and Inland Real Estate Acquisitions,
Inc., an Illinois corporation (“Purchaser”).


 


WITNESSETH:


 


WHEREAS, Seller and Purchaser entered into that certain Agreement of
Purchase and Sale of Shopping Center dated May 31, 2005, as amended (“the
Agreement”), for the sale and purchase of the property commonly known as
Paradise Shoppes of Largo shopping center located in Largo, Florida as legally
described by the Agreement (the “Property”).


 


WHEREAS, Purchaser
and Seller have mutually agreed to amend certain provisions of the Agreement.


 


NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller agree as follows:


 


1.    Section 7(a) of the Agreement
is modified to provide that the Due Diligence Period is extended through 5:00
P.M. Eastern Standard Time on August 17, 2005. At the expiration of the Due
Diligence Period, as extended hereby, if Buyer does not terminate the Agreement
in accordance with the provisions of said Section 7(a), Buyer shall deposit
with Earnest Money Escrowee additional earnest money in the amount of Five
Hundred Thousand and No/100 Dollars ($500,000.00), which additional earnest
money shall be added to and considered as part of the Earnest Money and will be
held and disbursed as set forth in the Agreement.


 


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


 


3.    The remaining terms and
conditions of the Agreement remain unmodified and in full force and effect.


 


* * * * *


 





















 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  WIN-Ulmerton,
  Ltd., a Florida limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: PDG II, Inc., a
  Florida corporation, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter H. Monroe

  	
   

  
	
   

  	
  Name:

  	
    Peter H.
  Monroe

  	
   

  
	
   

  	
  Title:

  	
       Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
    [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
       [ILLEGIBLE]

  	
   

  
						



 


2





















 


THIRD AMENDMENT TO AGREEMENT


 


THIS
THIRD AMENDMENT TO AGREEMENT (the “Third Amendment”) is made and entered into
as of the 29th day of July, 2005, by and between WIN-Ulmerton, Ltd., a Florida limited partnership (“Seller”)
and Inland Real Estate Acquisitions, Inc.,
an Illinois corporation (“Purchaser”).


 


WITNESSETH:


 


WHEREAS,  Seller and Purchaser entered into that certain
Agreement of Purchase and Sale of Shopping Center dated May 31, 2005, as
amended (“the Agreement”), for the sale and purchase of the property commonly
known as Paradise Shoppes of Largo shopping center located in Largo, Florida as
legally described by the Agreement (the “Property”).


 


WHEREAS,
Purchaser and Seller have mutually agreed to amend certain provisions of the
Agreement.


 


NOW
THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Purchaser and Seller agree as follows:


 


1.     Section
2(a) of the Agreement is hereby amended and restated in its entirety as follows:
“The closing of the transaction contemplated by this Agreement (the “Closing”) shall
occur at the office of the Earnest Money Escrowee (as hereinafter defined) or
by mail-away closing on or before September 30, 2005.”


 


2.     Section
7(a) of the Agreement is modified to provide that the Due Diligence Period is
extended through 5:00 P.M. Eastern Standard Time on August 10, 2005. At the expiration
of the Due Diligence Period, as extended hereby, if Buyer does not terminate the
Agreement in accordance with the provisions of said Section 7(a), Buyer shall
deposit with Earnest Money Escrowee additional earnest money in the amount of
Five Hundred Thousand and No/100 Dollars ($500,000.00), which additional
earnest money shall be added to and considered as part of the Earnest Money and
will be held and disbursed as set forth in the Agreement.


 


3.     With
respect to Section 15(a) of the Agreement, the provisions relating to the “Extended
Closing Date” and the “Extension Deposit” are hereby deleted.


 


4.     This
Third Amendment may be executed in one or more counterparts, each of which
shall constitute an original and all of which taken together shall constitute
one Third Amendment. Each person executing this Third Amendment represents that
such person has full authority and legal power to do so and bind the party on
whose behalf he or she has executed this Third Amendment. Any counterpart to
this Third Amendment may be executed by facsimile copy and shall be binding on
the parties.


 





















 


5.     The remaining terms and conditions of the
Agreement remain unmodified and in full force and effect.


 


* * * * *


 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  WIN-Ulmerton,
  Ltd., a Florida limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: PDG II, Inc., a
  Florida corporation, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
    [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
       [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
    [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
       President

  	
   

  
						



 


2





















 


SECOND
AMENDMENT TO AGREEMENT


 


THIS SECOND
AMENDMENT TO AGREEMENT (the “Second Amendment”) is made and entered into as of
the 15th day of July, 2005, by and between WIN-Ulmerton,
Ltd., a Florida limited partnership (“Seller”) and Inland Real Estate Acquisitions, Inc., an Illinois
corporation (“Purchaser”).


 


WITNESSETH:


 


WHEREAS, Seller
and Purchaser entered into that certain Agreement of Purchase and Sale of
Shopping Center dated May 31, 2005, (“the Agreement”), as amended, for the sale
and purchase of the property commonly known as Paradise Shoppes of Largo
shopping center located in Largo, Florida as legally described by the Agreement
(the “Property”).


 


WHEREAS, Purchaser
and Seller have mutually agreed to amend certain provisions of the Agreement.


 


NOW THEREFORE, in
consideration of the foregoing, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Purchaser and Seller
agree as follows:


 


1.      Section
7(a) of the Agreement is modified to provide that the Due Diligence Period is
extended through 5:00 P.M. Eastern Standard Time on July 31, 2005.


 


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


 


3.      The
remaining terms and conditions of the Agreement remain unmodified and in full
force and effect.


 


* * * * *


 


(Signatures on following page)


 





















 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  WIN-Ulmerton,
  Ltd., a Florida limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: PDG II, Inc., a
  Florida corporation, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter H. Monroe

  	
   

  
	
   

  	
  Name:

  	
    Peter H.
  Monroe

  	
   

  
	
   

  	
  Title:

  	
       Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
    [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
       President

  	
   

  
						



 


2





















 


AMENDMENT TO AGREEMENT


 


THIS AMENDMENT TO
AGREEMENT (the “Amendment”) is made and entered into as of the 30th
day of June, 2005, by and between WIN-Ulmerton, Ltd.,
a Florida limited partnership (“Seller”) and Inland Real
Estate Acquisitions, Inc, an Illinois corporation (“Purchaser”).


 


WITNESSETH:


 


WHEREAS, Seller
and Purchaser entered into that certain Agreement of Purchase and Sale of
Shopping Center dated May 31, 2005, (“the Agreement”), for the sale and
purchase of the property commonly known as Paradise Shoppes of Largo shopping
center located in Largo, Florida as legally described by the Agreement (the
“Property”).


 


WHEREAS, Purchaser
and Seller have mutually agreed to amend certain provisions of the Agreement.


 


NOW THEREFORE, in
consideration of the foregoing, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Purchaser and Seller
agree as follows;


 


1.    Section
7(a) of the Agreement is modified to provide that the Due Diligence Period is
extended through 5:00 P.M. Eastern Standard Time on July 15, 2005.


 


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


 


3.    The
remaining terms and conditions of the Agreement remain unmodified and in full
force and effect.


 


*  *  * 
*  *


 


(Signatures
on following page)


 





















 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  WIN-Ulmerton,
  Ltd., a Florida limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: PDG II, Inc., a
  Florida corporation, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter H. Monroe

  	
   

  
	
   

  	
  Name:

  	
    Peter H.
  Monroe

  	
   

  
	
   

  	
  Title:

  	
       Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
    [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
       President

  	
   

  
						



 


2





















 


AGREEMENT
OF PURCHASE AND SALE OF SHOPPING CENTER


(Paradise Shoppes
of Largo, Largo, Florida)


 


This Agreement of Purchase and Sale of Real Property
(the “Agreement”) is dated as of the 31st day of May, 2005 (the “Effective
Date”) and is entered into by the following parties:


 


SELLER :              WIN-Ulmerton,
Ltd., a Florida limited partnership


 


BUYER :                Inland
Real Estate Acquisitions, Inc., or its nominee


 


1.             The
Property.


 


The
property to be purchased by Buyer shall consist of the following: (a) that
certain real property legally described on Exhibit A attached hereto,
consisting of approximately 5.917 +/- acres of land, and 54,641 square feet of
net rentable square feet, and located at the intersection of Ulmerton Road and
Seminole Boulevard, Largo, Florida and commonly known as the Paradise Shoppes
of Largo shopping center (the “Property”), (b) all of the right, title and
interest of Seller in, to and under all Leases (as defined in subsection 5(a)
below) of the Property, (c) all improvements located upon the Property, (d) all
personal property, if any, owned by Seller and used in connection with the
Property, (e) all shrubs, trees, plants and other landscaping located upon the
Property, (f) all easements, rights of way, and other rights appurtenant to the
Property, and (g) all of the right, title and interest of Seller in and to the
name the Paradise Shoppes of Largo shopping center.


 


2.             Closing;
Escrow.


 


(a)   The
closing of the transaction contemplated by this Agreement (the “Closing”) shall
occur at the office of the Earnest Money Escrowee (as hereinafter defined) or
by mail-away closing on a date to be determined by Seller in its sole
discretion, in any event not later than August 15, 2005. Notwithstanding the
foregoing, Seller shall have the right to extend the date of Closing in
accordance with the provisions of Section 15(a), below.


 


(b)  The Closing shall occur in
accordance with the general provisions of the usual form of deed and money escrow
agreement then in use by the Earnest Money Escrowee with such special
provisions inserted in the escrow agreement as may be required to conform with
this Agreement. Upon the creation of such escrow, anything herein to the
contrary notwithstanding, payment of the Purchase Price (as hereinafter
defined) and delivery of the deed shall be made through the escrow and the
Earnest Money (as hereinafter defined) shall be deposited into the escrow.
Counsel for the respective parties are hereby authorized to execute the escrow
trust instructions, as well as amendments thereto. Each of Seller and Buyer
agrees to comply with the requirements of the Earnest Money Escrowee relative
to closing the transaction contemplated by this Agreement. The cost of the
escrow shall be divided equally between Seller and Buyer.


 


3.             Consideration.


 


The
consideration to be paid to Seller by Buyer for the purchase of the Property
(the “Purchase Price”) shall be the sum of Twelve Million Eight Hundred Forty-Six
Thousand and no/ 100 Dollars ($12,846,000.00). The Purchase Price shall be
satisfied as follows:


 


(a)   Buyer shall deposit with
Chicago Title and Trust Company, 171 North Clark Street, Chicago, Illinois
attention: Nancy Castro (the “Earnest Money Escrowee”), an earnest money check
in the sum of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) (the “Earnest
Money”) for the mutual benefit of the parties. The disposition of the Earnest
Money shall be governed by the terms of this Agreement from and after the date
hereof. In the event the Earnest Money Escrowee timely receives Buyer’s written
notice that Buyer has elected to terminate this Agreement in accordance with
the terms of the Agreement, the Earnest Money and any interest earned thereon
shall be returned to Buyer. At Buyer’s option, the Earnest Money shall either
be applied to the Purchase Price and paid to Seller in cash at Closing; or the
full amount of the Purchase Price (after adjustments and credits) shall be
funded by Buyer and the Earnest Money shall be released to Buyer.


 


1





















 


(b)  At Closing, a cash payment in
the amount of the Purchase Price plus or minus prorations, credits and
adjustments as provided in Section 8 and elsewhere in this Agreement, by wire
transfer or other immediately available United States funds.


 


4.             Inspection
Rights


 


From and after the
date hereof through the expiration of the Due Diligence Period (as hereinafter
defined), Buyer may cause one or more surveyors, engineers, architects,
auditors, appraisers and/or other experts of its choice to inspect any
documents related to the Property and to inspect, examine, survey, obtain
engineering inspections on, obtain environmental reports for, appraise, audit
and otherwise perform such activities which, in the opinion of Buyer, are
necessary to determine the condition of the Property and to determine the
suitability of the Property for the uses and investment intended by Buyer;
except that, notwithstanding the foregoing, in conducting such activities,
Buyer shall not unreasonably interfere with the business of Seller or the
business of Seller’s tenants. Buyer shall defend, indemnify and hold harmless
Seller from and against any and all liability, loss, cost, expense and damage
(including, without limitation, reasonable attorneys’ fees) suffered or
incurred by Seller and caused by Buyer or its representatives or any of their
respective employees or agents in connection with such activities, and, without
limitation of the foregoing, Buyer shall repair any damage to the Property
caused by any such activities. Buyer shall provide Seller with an insurance
certificate prior to its entry onto the Property for the purposes described by
this Section 4. Seller agrees to make its books and records relating to the
Property available for inspection and audit by Buyer or its agents and Seller
further agrees to make such representations as may be required by Buyer’s
auditors in order for such auditors to issue a certified audit, at Buyer’s sole
cost and expense, of the Property’s operations. Buyer may review and make
copies of any of Seller’s files, books and records relating to the Property.
Buyer agrees that all confidential information received from Seller and
relating to the Property shall be held in confidence (except as disclosure may
be required by law) whether or not this Agreement is terminated for any reason.


 


5.             Seller’s
Required Pre-Closing Deliveries


 


Within
five (5) days of the Effective Date, Seller shall deliver to Buyer the following
(which, along with the Preliminary Commitment referred to in subsection 6(a)
hereof and the Survey (as hereinafter defined), are referred to herein as “Pre-Closing
Deliveries”), provided such items are in Seller’s possession or control:


 


(a)   a true and correct copy of the
leases described upon the Rent Roll attached hereto as Exhibit E, and made a
part hereof (respectively, the “Lease,” and collectively, the “Leases”)
affecting the Property (and subleases and license agreements in Seller’s
possession) together with all modifications and amendments thereof;


 


(b)  a certification from Seller
(pursuant to the terms of the Rent Roll) setting forth the name of each tenant at
the Property and the date of the Leases and any modifications or amendments
thereto, the amount of rent payable by each tenant throughout the term of its
respective Lease, any concessions granted to the tenants, the amount of security
deposits, if any (or a certification that Seller is not holding any security
deposits), the expiration date of the Leases, and the existence of any options
to renew or extend the term of the Leases or to purchase all or any part of the
Property and such information with respect to any subtenant if Seller has
knowledge thereof; 


 


(c)   a
certification by Seller that there are no employees of Seller at the Property;


 


(d)    a certification by Seller
that, other than as disclosed to Buyer, there are no service agreements, maintenance
contracts or other similar agreements affecting the Property;


 


(e)   copies of the most recent tax
bill for the Property, together with copies of any notice of assessments received
by Seller, or any other information relative to taxes assessed against the
Property;


 


(f)    copies, if any, of any
environmental reports, architectural drawings, plans and specs or any similar document
in Seller’s possession relating to the Property, or in the alternative, a
certification from Seller that no such reports, drawings, plans or
specifications are in Seller’s possession;


 


2





















 


(g)   a certification from Seller
that there is no personal property of Seller located at the Property (with the
possible exception of hurricane panels which shall be included in the sale of
the Property);


 


(h)   the most current survey of the
Property and a copy of the most current title commitment or owner’s title
insurance policy relative to the Property, if any, that are in Seller’s
possession or control;


 


(i)    copies of any insurance
policies or certificates insuring the Property, whether purchased by Seller or
by the tenants under the Leases;


 


(j)    copies of certificates of
occupancy for each tenant at the Property and copies of any building code
violations received by Seller with respect to the Property during the last two
years and evidence reasonably acceptable to Buyer that such violations have
been or are in the process of being corrected, or a certification from Seller
that it has not received any notice of building code violations;


 


(k)   the materials described on
Buyer’s Due Diligence Checklist, attached hereto as Exhibit F, and made a part
hereof;


 


(1)   as applicable (depending upon
the number of years the Property has been operating), an operating statement
for the Property for the two calendar years prior to the year of the Effective
Date hereof, and monthly operating statements for the Property for each month
of the year of the Effective Date. Such statements shall include reasonable
detail of all items of income and expense, as well as all items of capital
expenditures made during the relevant periods; and


 


(m)  an engagement and representation
letter signed by Seller prepared by and for the benefit of Buyer’s auditors,
substantially in the form attached hereto as Exhibit K, and made a part hereof.


 


6.Title and Survey
Matters.


 


(a)   Survey.


 


Buyer
shall, as soon as practicable after the Effective Date, obtain an update to
Seller’s existing as-built survey of the Property to Buyer’s specifications
(the “Survey”). The Survey shall indicate whether or not the Property or any
part thereof is located within a flood plain area, and the surveyor shall
prepare and deliver elevation certificates in favor of Buyer. At Buyer’s
request, Seller will reasonably assist Buyer in obtaining the Survey from the
surveyor. The Survey shall be certified to the Title Company, Buyer, Seller,
Buyer’s lender, and Buyer’s grantee, if applicable.


 


(b)   Preliminary
Title Report; Permitted Exceptions.


 


Seller shall, as
soon as practicable after the Effective Date of this Agreement, furnish to
Buyer and Seller a commitment for Owner’s ALTA Title Insurance, Marketable Form
B, with extended coverage over the general exceptions dated not sooner than the
Effective Date and applicable to the Property (the “Commitment”) issued by a
national title insurance company reasonably acceptable to both Buyer and Seller
(Fidelity National, First American, or Lawyer’s/LandAmerica) (the “Title
Company”) setting forth the state of title to the Property including all
exceptions and restrictions of record including deed restrictions, liens and
covenants. Said Commitment shall indicate that Seller is the sole owner of the
Property and shall indicate the amount of any real estate taxes attributable to
the Property. Along with such Commitment, Buyer shall also be furnished with
copies of all documents affecting the Property as reflected in the Commitment.
In the event any exceptions appear in such Commitment or title documents other
than the standard printed exceptions (which shall be modified in the Owner’s
Title Policy as hereafter provided) or in the Survey referenced in Section
6(a), above, that are unacceptable to Buyer in its sole discretion, then Buyer
shall, prior to the expiration of the Due Diligence Period (as hereinafter
defined), notify Seller in writing of such fact. Seller may, at Seller’s
option, undertake to eliminate or modify such unacceptable exceptions to the
reasonable satisfaction of Buyer. In the event Seller is unwilling or unable,
with the exercise of due diligence, to satisfy said obligations within twenty
(20) days after said notice, Buyer may, at its option, (i) accept title to the
Property subject to the objections raised by Buyer, without an adjustment in
the Purchase Price, in which event said


 


3





















 


objections shall be deemed to be waived for all
purposes; or (ii) rescind this Agreement upon notice to Seller and the Earnest
Money Escrowee, whereupon the Earnest Money shall be immediately returned to
Buyer with any accrued interest thereon and this Agreement shall be of no further
force and effect. Notwithstanding the foregoing, Seller shall be obligated to
satisfy any monetary liens encumbering the Property on or prior to the date of
Closing. Further, in the event Seller undertakes to eliminate or modify any
such unacceptable exceptions within the prescribed twenty (20) day period, and
Seller’s completion of such acts occurs following the expiration of the Due
Diligence Period, Closing shall occur within ten (10) days after the completion
of Seller’s curative acts.


 


(c)  Manner
of Conveyance; Identity of Grantee.


 


At
Closing, Seller shall deliver to Buyer a Limited Warranty Deed with respect to
the Property. On or prior to five (5) days prior to the Closing date, Buyer
shall, subject to subsection 18(h) below, notify Seller in writing of the
identity of Buyer’s grantee for the Property.


 


(d)  Title
Insurance Policy.


 


Seller
shall have furnished Buyer with the Commitment as required by Section 6(b) of
this Agreement, and such Commitment shall be updated by Seller at Closing with
such update showing no change in the status of title as previously approved by
Buyer, and within thirty (30) days after Closing, Seller shall provide Buyer
with an Owner’s Title Insurance Policy in the amount of the Purchase Price,
together with the endorsements described in Section 9(c)(i), below, if
available under Florida law.


 


7.             Buyer’s
Rights to Terminate this Agreement


 


(a)     If
Buyer is not satisfied for any reason, or for no reason, in any respect, in the
judgment of Buyer, with the Property, then Buyer may terminate this Agreement
provided that written notice thereof is received by Seller and Earnest Money
Escrowee on or prior to 5:00 P.M., Eastern time on June 30, 2005 (the “Due
Diligence Period”).


 


(b)     Upon
termination of this Agreement pursuant to this Section 7, (i) the Earnest Money
(and all interest earned thereon, if any) shall immediately be returned to
Buyer by the Earnest Money Escrowee, (ii) neither party shall have any further
liability or obligation to the other except for the Post-Termination
Obligations, as hereinafter defined in subsection 7(c), and (iii) Buyer shall
immediately return to Seller any documents received from Seller during the Due
Diligence Period, and shall thereafter keep all confidential information
received as a result of its inspection in confidence. Nothing contained in
Section 4, or this Section 7, regarding Buyer’s confidentiality obligations
shall prohibit or restrict Buyer from disclosing any confidential information
received by Buyer from Seller to lawyers, accountants, auditors or other
professionals utilized by Buyer as part of its due diligence investigations, or
any lender or due diligence officer or personnel of any broker-dealer for the
sale of securities or as may be required by law.


 


(c)   As used in this
Agreement, the “Post-Termination Obligations” shall mean and refer to the
indemnity and repair provisions of Section 4, the indemnity provisions of
Section 14 hereof, and Buyer’s confidentiality obligations described under
Section 4 and subsection 7(b), hereof. Such Post-Termination Obligations shall
survive any termination of this Agreement.


 


8. Prorations and
Adjustments


 


The following items shall
be prorated and adjusted between Buyer and Seller at the Closing:


 


(a) Security
deposits described by the Leases shall be credited to Buyer at Closing. Real
estate property taxes and assessments due and payable prior to the date of
Closing shall be paid in full on or prior to the Closing date. Real estate
property taxes and assessments accrued and assessed against the Property but
not yet due and payable shall be accounted for and prorated as of the date of
Closing on the basis of the most currently issued (at the time of Closing) real
estate tax bills and the net credit to Buyer shall be paid as a credit against
the Purchase Price. All installments accruing prior to the date of Closing with
respect to statutory taxes, liens or assessments, special or otherwise, against
the Property, certified as of the date of the Closing, shall be paid by Seller
and such items which


 


4





















 


are not certified, as of the date of the Closing, and
all installments accruing after the date of Closing, shall be assumed by Buyer.
Notwithstanding the foregoing, Seller hereby represents and warrants to Buyer
that Seller has no knowledge of any special assessments affecting the Property.
The real estate taxes shall be reprorated within ninety (90) days of issuance
of the actual tax bills. In addition, any deposits for real estate taxes (and
assessments) made by any tenant(s) shall be credited to Buyer at Closing and
shall be treated as a like-amount reduction in Buyer’s real estate tax
proration. If any general or special assessment (as contrasted to ad valorem
taxes) are payable in installments, Buyer shall receive a cash credit at
Closing for the gross amount due.


 


(b) Rent,
percentage rent and reimbursements for common area maintenance charges,
insurance premiums and other lease charges (other than real estate taxes and
assessments, which shall be accounted for and prorated as provided in
subsection 8(a) above) shall be accounted for and prorated as follows: except
as otherwise provided in this Agreement, Buyer shall be entitled to all rents,
percentage rent, miscellaneous income and reimbursements for common area
maintenance charges, insurance premiums and other lease charges (other than
real estate taxes and assessments) accruing on the date of and after the
Closing, and Seller shall be entitled to all such items, if any, accruing prior
to the Closing. At Closing, Seller shall credit Buyer in an amount equal to the
scheduled rent and reimbursements through me end of the month in which Closing
occurs and Seller shall retain such payments as received from the tenants.
Seller and Buyer further agree that percentage rent for each tenant shall be
prorated as of the Closing based upon the amount of percentage rent, if any,
that was payable by such tenant in the most recently completed percentage rent
year under its Lease as to which the final amount of percentage rent, if any,
that is owing has been determined (but with such adjustments, if any, as Seller
and Buyer mutually and reasonably agree are appropriate due to any change in
the manner of calculation of percentage rent that is owing from such tenant with
respect to any period as to which a proration is applicable). Seller shall not
receive any credit at Closing with respect to any unpaid accrued rents,
percentage rents and reimbursements for common area maintenance charges,
insurance premiums and other lease charges owing from tenants of the Property
as of the Closing date; provided, however, the foregoing provisions shall not
apply to the Seller’s lease with Publix: Super Markets, Inc. (“Publix;” the “Publix
Lease”). Any unpaid accrued rents, percentage rents and reimbursements for
common area maintenance charges, insurance premiums and other lease charges
owing from Publix for the calendar year during which this transaction closes
shall be prorated as of the Closing date and in regard to real estate taxes,
such proration shall be based upon the Property real estate taxes for the prior
calendar year (unless the tax bill for the year of Closing is available).
Seller shall not retain any security deposits or prepaid rent to offset any
unpaid accrued rent or other unpaid amounts. With respect to any such unpaid
amounts, (x) Seller shall retain the right, at its expense, to sue the
applicable tenant for collection of any such unpaid amounts and, to the extent
the applicable lease permits, collection costs and interest (and, in such
regard, Buyer agrees to cooperate reasonably with any efforts by Seller to
collect the aforesaid unpaid amounts (which cooperation shall not include Buyer
incurring any third party costs); provided, however, Seller shall not be entitled
to sue for possession), and (y) if Buyer collects any such unpaid amounts,
Buyer shall promptly pay such amounts to Seller (and in such regard, if Buyer
receives any amount from a tenant of the Property and such tenant specifically
informs Buyer in writing to which lease obligation such payment is to be
applied, Buyer shall so apply such payment; if such tenant does not so inform
Buyer relative to how a particular payment is to be applied, Buyer shall be
entitled to apply such payment first, on account of past due amounts owed to
Buyer; second, on account of current amounts owed to Buyer; and third, on
account of past due amounts owed to Seller). Buyer shall receive a credit at
Closing in the amount of any balance remaining in any Tenant’s common area maintenance
escrow account accruing from the date Seller last reconciled such account with
each Tenant, less current expenses.


 


(c)   Expense
prorations. Except insofar as the same constitute expenses pro ratable
under subsection 8(a) or 8(b) above, utility charges and deposits, fuels and
all other items of expense customarily prorated on the transfer of properties
similar to the Property shall be prorated on an accrual basis as of the Closing
date on the basis of the most recent ascertainable bills or on other reliable
information with respect to each item of expense. In the alternative Seller
will provide Buyer with a certification that no additional proratable items
exist with respect to the Property.


 


(d)   For purposes of calculating
prorations and adjustments, Buyer shall be deemed to be in title to the Property,
and therefore entitled to income therefrom and responsible for the expenses
thereof, for the entire day on which the Closing occurs provided that Seller
receives the funds due to Seller at Closing at or prior to 2:00 p.m., Largo,
Florida time, on the Closing date, it being understood and agreed that, if the
funds are received after such time on the Closing date, Seller shall be deemed
in title to the Property as aforesaid for the entire day on which the Closing
occurs. Except as otherwise described, all prorations and adjustments shall be
final, except that, in the event


 


5





















 


of any computational mistake or error, the parties
shall make an appropriate adjustment(s) in cash between them to correct such
mistake or error promptly after the discovery thereof.


 


(e)
The obligations of Buyer and Seller set forth in this Section 8 shall survive
the Closing. 


 


9.    Costs to Buyer and Seller;
Financing Costs.


 


(a)     Seller
shall pay the following:


 


(i)       the
cost of recording releases of any mortgage or other liens, or of any other
instruments recorded to correct title defects; and


 


(ii)      the
costs of Seller’s counsel.


 


(b)     Buyer
shall pay the following:


 


(i)       costs
of Buyer’s counsel;


 


(ii)      all recording or filing fees
(other than recording fees for which Seller is responsible as provided in
subsection 9(a)(i), above);


 


(iii)     the
costs of an appraisal of the Property to be obtained by Buyer;


 


(iv)     the
costs of a Phase I environmental site assessment of the Property to be obtained
by Buyer; and


 


(v)      any
title charges relating to Buyer’s financing, if any.


 


(c)     Buyer
and Seller shall each pay one-half (1/2) of the following:


 


(i)       the
costs of the Commitment, the copies of documents of record, the issuance of the
Owner’s Title policy together with all Buyer required endorsements and the cost
of any title curative endorsements;


 


(ii)      all
escrow fees;


 


(iii)     all
State, County and local or municipal transfer taxes; and


 


(iv)     the
costs of the Survey. 


 


10. Conditions
Precedent to Buyer’s Obligation.


 


Buyer’s obligation
to perform under this Agreement is subject to and contingent upon the following
described matters. In the event such conditions are not satisfied, Buyer may
terminate this Agreement by written notice to Seller prior to Closing, and upon
any such termination the Earnest Money shall immediately be returned to Buyer
and this Agreement shall be null and void, except for the provisions hereof
that expressly survive the termination of this Agreement.


 


(a)     Title
Condition of the Property.


 


The Title Company’s committing to issue the Title
Policy insuring that fee simple title to the Property is vested in Buyer as
required in subsection 6(d) hereof (as evidenced by a Commitment mark-up
delivered to Buyer at Closing).


 


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(b)     Completeness,
Truth and Accuracy.


 


The completeness, truth and accuracy in all material
respects, of the Rent Roll, and any certifications, schedules, covenants and
statements prepared and executed by Seller as part of the Pre-Closing
Deliveries, the completeness in all material respects of the Leases delivered
by Seller as part of the Pre-Closing Deliveries, the completeness, truth and
accuracy in all material respects, as of Closing, of the representations of
Seller contained in Section 11 hereof, and the performance by Seller, to the
extent possible by the date of Closing, of the covenants contained in Section
11 hereof. It shall be a condition to Buyer’s obligation to close with respect
to the Property that, at the Closing, Seller shall deliver to Buyer a
Certificate that shall confirm the truth and accuracy in all material respects,
as of Closing, of Seller’s representations contained in this Agreement, and the
representations contained in such certificate, as well as any continuing
obligations of Seller hereunder, shall survive the Closing for a period of
twelve (12) months.


 


(c)     Other
Conditions.


 


The
performance by Seller of all its obligations hereunder in all material
respects, as well as satisfaction of each of the matters described in the
immediately following Sections of this Agreement: (i) 15(a) (Property
tenancies); (ii) 16 (Seller’s obligations regarding Leases; estoppels); and
(iii) ll(d)(ii) (Publix waiver of right of first refusal).


 


(d)     Estoppels.


 


The receipt by Buyer of
the tenant and REA estoppel letters described in Section 16(a), hereof. 


 


11. Representations
and Covenants of Seller


 


Seller hereby
makes the following representations and covenants to Buyer with regard to the
Property, all of which representations and covenants shall be deemed remade as
of Closing and shall survive the Closing for a period of twelve (12) months:


 


(a)   As of the date hereof, (i)
Seller, to its knowledge, is not aware of and has received no building code violation
notices with respect to the Property (other than notices of violations which
have been removed or corrected); (ii) Seller, to its knowledge, is not aware of
and has received no notices of any action or governmental proceeding in eminent
domain, or for a zoning change, which would affect the Property; and (iii)
Seller, to its knowledge, is not aware of any structural problems in the
improvements constructed upon the Property and the interior and exterior
structures are in good condition and repair;


 


(b)   As of the date hereof, there
are no leases or rental agreements affecting the Property other than the Leases
delivered by Seller to Buyer pursuant to subsection 5(a) above. The Leases
delivered to Buyer and as identified on the Rent Roll attached hereto and made
a part hereof as Exhibit E (the “Rent Roll”) are true and correct copies
thereof, (except for the Lease with Publix) are “triple net” and (except for
the Lease with Publix) require the tenants thereunder to pay a pro rata share
of taxes, insurance and common area expenses directly to Seller, as landlord
under the Leases. Between the date hereof and the earlier of the Closing date
or the termination of this Agreement, Seller shall not amend, modify or
terminate the Leases, or enter into new leases, of space at the Property, other
than in accordance with subsection 16(b) below. As of the date hereof, Seller
is the holder of all of the landlord’s right, title and interest in, to and
under the Leases. Seller has not received, nor is Seller aware of, any claim
from any tenant under the Leases alleging any type of default by the landlord
under the Leases or demanding any work or payment from landlord;


 


(c)   Except as may be disclosed in
the Pre-Closing Deliveries, there are no persons employed by Seller in connection
with the operation of the Property, and except as may be disclosed in the
Pre-Closing Deliveries, there are no maintenance, advertising, management,
leasing, employment, or service contracts affecting the Property that will be
in effect at Closing unless expressly assumed in writing by Buyer. Otherwise,
Seller shall terminate any such employee and any such contracts (not expressly
assumed by Buyer) at or prior to Closing. Notwithstanding the foregoing, Seller
shall not be required to terminate any such contract if such termination
requires the payment by


 


7





















 


Seller of a “termination fee.” A copy of any such
agreement shall be provided by Seller to Buyer within fifteen (15) days of the
Effective Date. In such instance, Buyer shall assume such contract(s) at
Closing for a period not to exceed twelve (12) months from and after Closing.


 


(d)  That
(i) Seller has the capacity and requisite authority to enter into and carry out
this Agreement and the transactions contemplated hereby and will provide
evidence thereof to Buyer at Closing; (ii) Seller owns fee simple title to the
Property subject to all matters of record; and (iii) no third party has any
right to purchase all or any part of the Property, except for Publix, pursuant
to a Right of First Refusal set forth in the Publix Lease, Seller hereby agreeing
to deliver the Publix waiver of such right to Buyer (or evidence of Publix
waiver in accordance with the terms of the Publix Lease) prior to the date of
Closing as a condition precedent to the obligations of Buyer hereunder;


 


(e)   Except
as otherwise expressly provided herein, Seller shall not further encumber the
Property or any of the improvements or personal property located thereon.
Between the date of this Agreement and the earlier of the Closing date or the
termination of this Agreement, Seller shall not voluntarily create any
exception to title to the Property other than in accordance with subsection
16(b) below;


 


(f)   To
the best of Seller’s knowledge, as of the date hereof, there is no suit, action
or arbitration, or legal or other proceeding or governmental investigation,
pending which materially and adversely affects the Property.


 


(g)  To
the best of Seller’s knowledge, as of the date hereof, there exists at the
Property no violation of any applicable federal, state or local law, statute,
ordinance, rule or regulation regulating the use, generation, storage, handling
or disposal of any hazardous wastes, toxic, hazardous or dangerous substances
or similar substances or materials defined as hazardous, toxic or
environmentally unsafe under any of the aforesaid laws, statutes, ordinances, rules
or regulations; and


 


(h) No change in the
manner of calculation of percentage rent will occur from the date of delivery
of the Pre-Closing Deliveries under Section 5 hereof, through the date of
Closing, except as expressly set forth in the Leases.


 


12. Possession;
Closing Documents.


 


(a)   Possession.  Full possession of the Property (subject to
the rights of the tenants under the Leases and any other Permitted Exceptions)
shall be delivered to Buyer by Seller at Closing.


 


(b)   Seller’s Closing Documents.   At Closing, Seller shall deliver, or cause
to be delivered, to Buyer the following, each in form reasonably acceptable to
Buyer:


 


(i)           A
Limited Warranty Deed with regard to the Property;


 


(ii)          An
Assignment of Leases executed by Seller and in the form of Exhibit B attached
hereto and relating to the Leases (which instrument shall also be executed by
Seller’s managing agent, if any), and the original Leases;


 


(iii)         As
to any assignable warranties for materials and workmanship (e.g. roof, HVAC,
and parking lot), copies (hereof and an assignment executed by Seller of all of
its right, title and interest in, to and under the same, and also the original
transfer of such warranties assented to by the material and/or service provider
at no cost or expense to Buyer;


 


(iv)        All
as-built plans and specifications, if any, relative to the Property in the
possession or control of Seller;


 


(v)         All
certificates of occupancy, building permits and similar governmental approvals
affecting the Property;


 


8





















 


(vi)          A
Closing and Proration Statement conforming to the proration and other relevant
provisions of this Agreement;


 


(vii)         Letters
to the tenants of the Property in the form attached hereto as Exhibit I, and
made a part hereof;


 


(viii)        The
tenant estoppel letters and REA estoppel letters required to be delivered
pursuant to subsection 16(a) hereof; and


 


(ix)           Such
other documents and instruments as may reasonably be required by Buyer and the
Title Company and which may be necessary to consummate this transaction and
otherwise to effect the agreements of the parties hereto.


 


(c)   Buyer’s Closing Documents.


 


At Closing, Buyer shall
deliver, or cause to be delivered, to Seller, the following in form and
substance reasonably acceptable to Seller:


 


(i) Cash on account of
the Purchase Price (by wire transfer or other immediately available United
States funds) as required by Section 3 above;


 


(ii) An Assignment and
Assumption of the Leases executed by Buyer and in the form of Exhibit B
attached hereto, and relating to the Leases in effect at Closing;


 


(iii) An assumption by
Buyer of the warranties and contracts that are being assigned to Buyer;


 


(iv) A Closing and
Proration Statement conforming to the proration and other relevant provisions
of this Agreement; and


 


(v) Such other documents
and instruments as reasonably may be required by Seller and the Title Company
and which may be necessary to consummate this transaction and otherwise to
effect the agreements of the parties hereto.


 


13. Default.


 


(a) Seller
Default Discovered Prior to Closing. If, on or before the Closing date, (x)
Buyer is or becomes aware that any of the representations and warranties made
by Seller in this Agreement, or in any document or instrument executed by
Seller and delivered to Buyer in connection with this Agreement or the Closing
hereunder, including the representations made in Section 11 hereof, are not
true and correct, or (y) Buyer is or becomes aware that there is any material
inaccuracy in any, certifications, schedules, covenants or statements prepared
and executed by Seller as part of the Pre-Closing Deliveries, or (z) Seller has
failed to perform in any respect any of the covenants, agreements and
indemnities contained herein or in any of the aforesaid other documents and
instruments to be performed by him, her or it within the time for performance
as specified herein (including Seller’s obligation to close) or therein, then,
provided Buyer has notified Seller in writing of same and Seller has failed to
cure such condition or circumstance or non-performance within five (5) days of
receipt of such notice, Buyer’s remedies on account of any such breach shall be
to:


 


(i) terminate this
Agreement by delivering written notice of Buyer’s election to terminate to
Seller and the Earnest Money Escrowee, in which event the Earnest Money (and all
interest thereon) shall be returned immediately to Buyer and neither Seller nor
Buyer shall have any further liability to the other except for the
Post-Termination Obligations; or


 


(ii) complete the
purchase of the Property and waive any such Seller defaults; or


 


9





















 


(iii)
waive any claim for damages and file an action (the “Specific Performance
Action”) for specific performance of this Agreement to compel Seller to close,
and Buyer shall be entitled to reimbursement for all of its costs and expenses,
including reasonable attorneys’ fees, incurred in connection with such Specific
Performance Action, if it prevails.


 


(b)
Buyer Default. In the event that Buyer shall have failed to perform in
any material respect any of the covenants, agreements and indemnities contained
herein to be performed by Buyer within the time for performance as specified
herein (including Buyer’s obligation to close), and provided Seller has
notified Buyer in writing of the same and Buyer has failed to cure such
condition or circumstance or non-performance within five (5) days of receipt of
such notice, Seller’s sole remedy on account thereof shall be to terminate this
Agreement by delivering written notice of its election to so terminate to
Buyer, in which event the Earnest Money (not including any interest earned
thereon, which shall be paid to Buyer) shall be paid to Seller as liquidated
damages, it being understood that Seller’s actual damages in the event of such
default are difficult to ascertain and that such proceeds represent the parties’
best current estimate of such damage and thereupon neither party shall have any
further obligation to the other under this Agreement except for the
Post-Termination Obligations.


 


14.  Brokerage.


 


At or prior to Closing, Seller shall pay any and all
leasing fees and commissions due and payable in connection with any Lease.
Buyer and Seller each represent and warrant to the other that they have dealt
with no brokers, finders or intermediaries of any kind in connection with this
transaction. Seller does hereby indemnify and agree to hold Buyer harmless from
and against any and all causes, claims, demands, losses, liabilities, fees,
commissions, settlements, judgments, damages, expenses and fees (including,
without limitation, reasonable attorneys’ fees and court costs) in connection
with any claim for commissions, fees, compensation or other charges relating in
any way to any Lease and this transaction, or the consummation thereof, which
may be made by any person, firm or entity as the result of any of Seller’s acts
or the acts of Seller’s representatives, or as a result of Seller’s breach of
its representations to Buyer contained in this Section. Buyer does hereby
indemnify and agree to hold Seller harmless from and against any and all
causes, claims, demands, losses, liabilities, fees, commissions, settlements,
judgments, damages, expenses and fees (including, without limitation,
reasonable attorney’s fees and court costs) in connection with any claim for
commissions, fees, compensation or other charges relating in any way to this
transaction, or the consummation thereof, which may be made by any person,
firm, or entity as the result of any of Buyer’s acts or the acts of Buyer’s
representatives, or as a result of Buyer’s breach of its representations to
Seller contained in this Section. The obligations of Buyer and Seller under
this Section 14 shall survive any termination of or Closing under this
Agreement.


 


15.  Buyer’s Condition Precedent as to Property Tenancies.


 


(a) It is a condition to Buyer’s obligation to close that as of the date
of Closing: (i) relevant portions of the Property be leased to the anchor
tenants described upon the Rent Roll, and that the Property be no less than 95%
(based upon gross leasable area) leased to tenants (other than the anchor
tenants) under leases with all Tenant Conditions (as hereinafter defined)
having been fulfilled, pursuant to the Rent Roll (collectively, the “95%
Threshold”), and (ii) all tenant space shall be in a condition mutually
acceptable to Buyer and Seller (with such determination to be made by not later
than the expiration of the Due Diligence Period), and (iii) all tenant
improvement allowances and leasing commissions for any Lease shall have been
fully paid and discharged (or credited to Buyer at Closing), and (iv) there
shall not then exist any material default under any Lease either on the part of
Seller, as landlord, or any tenant. Buyer and Seller understand and agree that,
upon Seller’s execution of me Master Lease described in the following
paragraph, the 95% Threshold shall have been met; provided that a minimum of
80% of the square feet of Property floor area shall then have the Tenant
Conditions met and the Master Lease shall apply only to the difference between
80% (or such higher percent then existing) and the 95% Threshold.
Notwithstanding the foregoing, in the event that as of the date set for Closing
in Section 2(a), above, all of the Tenant Conditions have not yet been
fulfilled with respect to the space at the Property leased to Bank Atlantic
(the “Bank Atlantic Space”), but the Tenant Conditions have been met for all of
the remaining space (including the space leased to Publix) at the Property,
Closing may occur and Seller shall enter into the Master Lease with respect to
the Bank Atlantic Space. In the event, however, that as of the date set for
Closing in Section 2(a), above, the 95% Threshold has not been met, Seller
shall have the right to extend the date of Closing until


 


10





















 


on or before October 1, 2005
(the “Extended Closing Date”), by giving Buyer, written notice of the election
to so extend prior to the then scheduled date of Closing and by delivering
directly to Buyer the sum of $52,000.00 (the “Extension Deposit”) for such
extension, in cash or certified funds. Such Extension Deposit shall not be
applied to the Purchase Price if this transaction closes, and shall be
non-refundable to Seller unless Buyer breaches this Agreement. Finally, in the
event that as of the Extended Closing Date either (y) all of the Tenant
Conditions have not yet been fulfilled with respect to the Bank Atlantic Space,
but the Tenant Conditions have been met for all of the remaining space
(including the space leased to Publix) at the Property, or (z) the Tenant
Conditions have been met for the space leased to Publix and a minimum of 80% of
the remaining square feet of Property floor area, Closing may occur and Seller
shall enter into the Master Lease with respect to either the Bank Atlantic
Space (in the case of (y) above) or the difference between 80% (or such higher
percent then existing) and the 95% Threshold (n the case of (2) above).


 


(b) Master Lease. For purposes hereof, the term “Project Vacant
Space” shall mean any tenant floor area at the Property that, as of the date of
Closing, is not leased to tenants; and also, any space at the Property (A)
leased to tenants that are not yet open, operating and paying full rent and
reimbursable expenses, and (B) leased to any tenant under a Lease that is more
than thirty (30) days overdue in its payment of rent and reimbursable expenses
(collectively, the “Tenant Conditions”). Provided, however, in the event that
as of the date of Closing, the 95% Threshold has not been met, and any tenant
space at the Property is not leased to tenants under leases with the Tenant
Conditions having been fulfilled, Seller shall deposit with Escrow Agent, as
such term is defined by and pursuant to the Master Lease attached hereto as
Exhibit G, and made a part hereof, from Seller’s net proceeds of sale of the
Property, an amount equal to: (i) all unpaid tenant improvement allowances due
under any Lease signed as of the date of Closing for which the Tenant
Conditions are not then fulfilled, plus (ii) all unpaid broker commissions or
consultant fees due by reason of any Lease signed as of the date of Closing for
which the Tenant Conditions are not then fulfilled, plus (iii) a sum equal to
the abatement of rent and reimbursable expenses under any Lease signed as of
the date of Closing for which the Tenant Conditions are not then fulfilled,
plus (iv) for all tenant spaces vacant and not subject to a lease as of the
date of Closing, an amount equal to the sum of: (a) $5.00 per square foot of
Project Vacant Space as and for leasing commissions, plus (b) $3.00 per square
foot of Project Vacant Space as and for tenant improvement allowances, plus (c)
the rental rate provided on the Rent Roll for each tenant space that is a part
of Project Vacant Space as of the date of Closing for 12-months, plus (d) $2.85
per square foot of Project Vacant Space as and for 12-months of reimbursable
expenses, plus an amount per square foot to be mutually agreed upon by Buyer
and Seller prior to the expiration of the Due Diligence Period attributable to
Project Vacant Space not finished to the standards described upon Exhibit O
attached hereto and made a part hereof (collectively, the “Master Lease Deposit”).
From the date of Closing through the date upon which all Tenant Conditions are
satisfied, Escrow Agent shall pay to Buyer from the Master Lease Deposit, on
the first day of each month, the amount of rent and other charges which would
be due on a monthly basis from tenants of the Project Vacant Space as if the
Tenant Conditions were satisfied (prorated for any partial month). That portion
of the Master Lease Deposit attributable to tenant improvement allowances, and
broker or consultant fees and commissions, shall be released to Seller
immediately upon presentment of the required lien waivers and related
documentation required by any Lease or commission agreement. The balance of the
Master Lease Deposit, if any, attributable to any Project Vacant Space
remaining at the time of satisfaction of the Tenant Conditions with regard to
any Project Vacant Space within 12-months of the date of Closing, shall be
immediately released to Seller upon satisfaction of the Tenant Conditions
related to the Project Vacant Space in question. However, upon the first
anniversary date of the date of Closing, all sums then remaining of the Master
Lease Deposit escrow shall be released to Buyer.


 


16.  Seller’s Obligations Regarding the Leases


 


(a) Conditions to Buyer’s obligation to close with
respect to the Property shall include that there shall not be a material
default by either Seller, as landlord, or any tenant under a Lease, in the
performance of the respective obligations thereunder, and on or prior to ten
(10) days before the date of Closing under this Agreement, Buyer shall have
received: (i) an estoppel certificate, in form and substance reasonably
acceptable to Buyer, from each anchor tenant at the Property (as described upon
the Rent Roll) and from tenants representing no less than 85% of the gross
leasable area of the non-anchor tenants at the Property, an estoppel
certificate, substantially in the form of Exhibit C, attached hereto and by
this reference made a part hereof, with non-material changes thereto, or in
another form reasonably acceptable to Buyer (Publix may deliver its typical form
of estoppel); and (ii) an REA estoppel certificate substantially in the form of
Exhibit D, attached hereto and made a part hereof, from each party to any
reciprocal


 


11





















 


easement agreement (REA) or like-agreement affecting
the Property. To the extent any non-anchor tenant does not deliver an
acceptable (to Buyer) estoppel prior to Closing (after the 85% estoppel
threshold has been achieved), Seller shall deliver to Buyer a Seller estoppel
for each such tenant on the form of Exhibit C. Buyer shall also have the right
to contact any tenant or REA party if such tenant or REA party does not deliver
an estoppel certificate or if the estoppel certificate delivered by such tenant
or REA party contains material changes to the required form. Seller shall use
its reasonable efforts to resolve material changes between the estoppel
certificate furnished to each tenant and REA party and the estoppel certificate
received from any tenant and REA party.


 


(b) Subject to the
exception set forth in Section 11 (b), above, between the date of this
Agreement and the earlier of the Closing or the termination of this Agreement,
Seller shall not be permitted to amend, modify or terminate any Lease affecting
all or any portion of the Property, or to enter into new leases of space at the
Property, without first obtaining Buyer’s prior written approval, such approval
not to be unreasonably withheld.


 


17.  Indemnity.


 


From and for a period of
twelve (12) months after the date of Closing of the purchase and sale of the
Property, (a) Seller agrees to indemnify, protect, defend and hold Buyer, its
directors, officers, employees, partners, lenders and agents harmless from and
against all claims, actions, losses, damages, costs and expenses, including,
but not limited to, reasonable attorney’s fees and court costs and liabilities
(except those caused solely by the willful misconduct or negligent acts or
omissions of Buyer or its directors, officers, employees, partners, lenders and
agents), arising out of the ownership and operation of the Property prior to
the Closing date, whether arising in contract, tort, or related to the actual
or alleged injury to, or death of, any person or loss of or damage to property
in or upon the Property; and (b) Buyer agrees to indemnify, protect, defend and
hold Seller, its directors, officers, partners, employees, lenders and agents
harmless from and against all claims, actions, losses, damages, costs and
expenses, including, but not limited to, reasonable attorney’s fees and court
costs and liabilities (except those caused solely by the willful misconduct or
negligent acts or omissions of Seller or its directors, officers, partners,
employees, lenders and agents), arising out of the ownership and operation of
the Property by Buyer from and after the Closing date, whether arising in
contract, tort, or related to the actual or alleged injury to, or death of, any
person or loss of or damage to property in or upon the Property.


 


18.  Miscellaneous


 


(a) All notices,
consents and approvals required by this Agreement shall be either: (i)
personally delivered; or (ii) sent via facsimile transmission; or (iii) sent by
overnight courier for next-business day delivery via Federal Express, UPS,
Purolator or another national reputable courier. Said notices, consents and
approvals shall be deemed received on the date the same are actually received
or delivery thereof is refused. Said notices, consents and approvals shall be
sent to the parties hereto at the following addresses, unless otherwise
notified in writing:


 


	
  TO SELLER:

  	
  WIN-Ulmerton, Ltd.

  
	
   

  	
  c/o Paradise Development Group, Inc.

  2901 Rigsby Lane

  Safety Harbor, Florida

  Attn: Mr. Michael T. Wagner

  Facsimile: 727/726-2337

  Phone:      727/726-1115

  
	
   

  	
   

  
	
  -Copy to:

  	
  Forlizzo Law Group, P.A.

  2903 Rigsby Lane

  Safety Harbor, Florida 34695 

  Attn: Robert A. Forlizzo, Esquire

  Facsimile: 727/669-6929

  Phone:       727/669-0550

  



 


12





















 


	
  TO BUYER:

  	
  Inland Real Estate Acquisitions, Inc.

  2901 Butterfield Road

  Oak Brook, IL 60523 

  Attn: G. Joseph Cosenza, President 

  Facsimile: 941-779-2000 and 630-218-4935 

  Phone:    941-779-1000

  
	
   

  	
   

  
	
  Copy to:

  	
  The
  Inland Group, Inc.

  2901 Butterfield Road 

  Oak Brook, IL 60523 

  Attn: Robert Baum, General Counsel

  Facsimile: 630-218-4900 and 630-571-2360

  Phone:     630-571-2331

  



 


(b)  Waiver
of Jury Trial.


 


Each of Seller and
Buyer hereby expressly waives any right to trial by jury of any claim, demand,
action or cause of action (i) arising under this Agreement or any other instrument
executed or delivered in connection herewith or (ii) in any way connected with
or related or incidental to its dealings with respect to this Agreement or any
other instrument executed or delivered in connection herewith, or the
transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and whether sounding in contract or tort or otherwise; and
each of Seller and Buyer hereby agrees and consents that any such claim,
demand, action or cause of action shall be decided by court trial without a
jury.


 


(c)  Entire
Agreement and Amendments.


 


This Agreement,
together with any Exhibits referred to herein, constitute the entire
understanding between the parties hereto and supersedes any and all prior
arrangements or understandings between the parties. This Agreement can be
amended only by a writing signed by Buyer and Seller.


 


(d)  Exhibits.


 


All exhibits attached
hereto are hereby incorporated by reference and made a part hereof. Said
exhibits include the following:


 


(i)          Exhibit
A – Legal Description


(ii)         Exhibit
B – Assignment of Leases


(iii)        Exhibit
C – Tenant Estoppel Certificate – General


(iv)        Exhibit
D – REA Estoppel Certificate


(v)         Exhibit
E – Rent Roll


(vi)        Exhibit
F – Inland Property Management Due Diligence Checklist


(vi)        Exhibit
G – Master Lease/Escrow Agreement


(vii)       Exhibit
H – INTENTIONALLY DELETED


(viii)      Exhibit
I – Tenant Letter


(ix)        Exhibit
J – INTENTIONALLY DELETED


(x)         Exhibit
K – Audit Representation Letter


(xi)        Exhibit
L – Leasing Parameters


(xii)       Exhibit
M – Site Plan (Shopping Center)


(xiii)      Exhibit
N – INTENTIONALLY DELETED


(xiv)      Exhibit
0 – Vanilla Box Finish Standards


 


(e)   
Insurance; Destruction of Improvements.


 


13





















 


Between the date of this
Agreement and the earlier of the Closing date or the termination of this
Agreement, Seller agrees to maintain with respect to the Property casualty
insurance with replacement cost and agreed amount coverage.


 


If prior to
Closing all or any part of the Property is destroyed or damaged or is taken by
condemnation, eminent domain or other governmental acquisition provisions, then
the following procedures shall apply:


 


(i)    If
the cost of repair or replacement or the value of the governmental taking is
Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) or less in the
reasonable opinion of Buyer’s and Seller’s respective engineering consultants,
and the Leases of the Property are not terminable on account thereof (assuming
any necessary repairs, replacements or alterations required under the Leases
are diligently pursued by the landlord thereunder) or, if any Leases are so
terminable, the tenants under such Leases have waived their termination rights
and no abatement of rent occurs as a result of the damage, destruction or condemnation,
Buyer shall close and take the Property as diminished by such events with no
reduction in the Purchase Price, and Seller shall assign the right to all
casualty insurance and condemnation proceeds due with respect to such
destruction, damage or taking to Buyer, as well as, to the extent the same are
assignable, the proceeds and benefits under any rent loss or business
interruption policies attributable to the period following the Closing and
deductibles.


 


(ii)   If
the cost of repair or replacement or the value of the governmental taking is
greater than Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) in the
reasonable opinion of Buyer’s and Seller’s respective engineering consultants,
or the Leases are terminable on account thereof (assuming any necessary
repairs, replacements or alterations required under the Leases are diligently
pursued by the landlord thereunder) and the tenant under such Lease has not
waived its termination rights, or if an abatement of rent occurs as a result of
the damage, destruction or condemnation, then Buyer, at its sole option, may
elect either to (x) terminate this Agreement by written notice to Seller and
receive an immediate return of the Earnest Money (and all interest thereon) and
neither party shall have any further liability to the other hereunder except
for the Post-Termination Obligations; or (y) accept an assignment of Seller’s
rights to all casualty insurance and condemnation proceeds with respect thereto
with no reduction in the Purchase Price, it being understood and agreed that,
in such event, Seller shall cooperate with Buyer in the adjustment and
settlement of the insurance or condemnation claim. The proceeds and benefits
under any rent loss or business interruption policies attributable to the period
following the Closing and deductibles shall likewise, to the extent the same
are assignable, be transferred and paid over to Buyer.


 


(iii)  In
the event of a dispute between Seller and Buyer with respect to the cost of
repair, restoration or replacement with respect to the matters set forth in
this subsection 18(e), an engineer designated by Seller and an engineer
designated by Buyer shall select an independent engineer licensed to practice
in the jurisdiction where such Property is located who shall resolve such
dispute. All fees, costs and expenses of the engineer so selected shall be
shared equally by Buyer and Seller.


 


(f)   Time
of the Essence.


 


Time is of the essence in
connection with all dates or periods of time referred to herein.


 


(g)  Choice
of Law,


 


This Agreement is to be
governed by, and construed in accordance with, the laws of the State of Florida.


 


(h)   Successors
and Assigns.


 


Except as
otherwise provided herein, the provisions and covenants contained herein shall
inure to and be binding upon the heirs, successors and assigns of the parties
hereto. However, Buyer shall have no right to assign any of its rights,
privileges, duties or obligations under this Agreement prior to Closing,
without the prior written


 


14





















 


consent of Seller in its
sole discretion. Notwithstanding the foregoing, Buyer shall be permitted,
without Seller’s consent, to assign its rights, privileges, duties and
obligations under this Agreement to an entity which is an affiliate of The
Inland Group, Inc. Promptly following, and as a condition to, any assignment by
Buyer permitted under this subsection 18(h), Buyer shall deliver to Seller an
assumption by the assignee of all of Buyer’s duties and obligations under this
Agreement. In the event Seller assigns its rights and obligations under this
Agreement, the liability of Seller shall in no way be affected and the
liability of the Seller for the representations, warranties and covenants made
by the Seller herein shall continue as though no such assignment had been made.


 


(i)    Section Headings.


 


The headings of the
Sections of this Agreement are inserted solely for convenience of reference,
and are not intended to govern, limit or aid in the construction of any term or
provision hereof.


 


(j)    Waiver.


 


No
claim of waiver, consent or acquiescence with respect to any provision of this
Agreement shall be made against either party except on the basis of a written
instrument executed by or on behalf of such party. The party for whose benefit
a condition is herein inserted shall have the unilateral right to waive such
condition.


 


(k)   Further
Actions.


 


Each
of Buyer and Seller agrees to execute such further documents, and take such
further actions, as may reasonably be required to carry out the provisions of
this Agreement, or any agreement or document relating hereto or entered into in
connection herewith. In addition, each of Buyer and Seller agrees to use
reasonable efforts (not including, without limitation, the prosecution of any
litigation or other actions outside of the ordinary course of business) to
cause any conditions to its obligation to close to be satisfied.


 


(1)   Neutral
Construction.


 


Each of the parties
hereto has been involved in the negotiation, review, and execution of this Agreement
and each has had the opportunity to receive independent legal advice from
attorneys of its choice with respect to the advisability of making and
executing this Agreement. In the event of any dispute or
controversy regarding this Agreement, the parties hereto shall be considered to
be the joint authors of this Agreement and no provision of this Agreement shall
be interpreted against a party hereto because of authorship.


 


(m)  Tax
Free Exchange.


 


Each party hereby agrees
to take reasonable actions at Closing as are reasonably necessary to help the
other to effectuate a like-kind exchange of the Property pursuant to Section
1031 of the Internal Revenue Code (the “Code”). Provided, however, that in no
event shall the non-requesting party be required to sign any document, nor take
title to any other real property, nor to incur any additional expenses or
liability in order to effectuate the like-kind exchange. In addition, the
Closing shall not be delayed by the requesting party, Seller or Buyer, as the
case may be, agrees to indemnify, defend and hold the other party harmless from
and against any and all costs, expenses, claims and other liabilities of any
kind arising with regard to the effectuation of a tax free exchange as
described herein. Notwithstanding anything to the contrary provided herein, the
non-requesting party makes no representations or warranties as to the tax
treatment of the transaction contemplated hereby or the ability of the
transaction contemplated to qualify for like-kind exchange treatment pursuant
to Section 1031 of the Code. In the event both parties desire to effectuate a
like-kind exchange as described herein, each party shall pay any and all costs
associated with their respective transactions,


 


(n)   Business
Day.


 


As used herein, the term “Business
Day” means any day other than Saturday, Sunday and any day which is a legal
holiday in the State of Florida.


 


15





















 


(o)   Time
Periods. In the event the time for performance of any obligation hereunder
expires on a day that is not a Business Day, the time for performance shall be
extended to the next Business Day,


 


(p)   Attorney’s Fees. In the
event of any dispute hereunder or of any action to interpret or enforce this
Agreement, any provision hereof or any matter arising therefrom, the prevailing
party shall be entitled to recover its reasonable costs, fees and expenses,
including, but not limited to, witness fees, expert fees, consultant fees,
attorney, paralegal and legal assistant fees, costs and expenses and other
professional fees, costs and expenses whether suit be brought or not, and
whether in settlement, in any declaratory action, at trial or on appeal. For
purposes of this paragraph, the term “prevailing party” shall mean, in the case
of the claimant, one who is successful in obtaining substantially all relief
sought, and in the case of the defendant or respondent, one who is successful in denying
substantially all of the relief sought by the claimant.


 


(q)   Time Limit on Execution.
In the event Buyer has not signed and returned to Seller a copy of this
Agreement signed by Buyer by 5:00 p.m. on June 3, 2005, or sooner, this
Agreement shall be deemed null and void with neither party having any further
obligation to the other.


 


(r)    No Recordation. Neither
this Agreement nor a record or a memorandum thereof shall be recorded in the
Public Records of any county in the State of Florida by either party hereto.


 


 


(PLEASE
SEE FOLLOWING PAGE FOR SIGNATURES)


 


16





















 


IN WITNESS WHEREOF, the
Buyer has executed this document as of the day and year first hereinabove
written.


 


	
  BUYER:

  	
  Inland Real Estate Acquisitions,
  Inc.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Joseph Cosenza

  	
   

  
	
   

  	
   

  	
  G. Joseph Cosenza, President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SELLER:

  	
  WIN-Ulmerton, Ltd.,

  
	
   

  	
  a Florida limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PDG II, Inc., a

  
	
   

  	
   

  	
  Florida
  corporation, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter H. Monroe

  	
   

  
	
   

  	
   

  	
  Peter H. Monroe

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date of Acceptance by Seller:  May 31, 2005

  	
   

  
					



 


17





















 


EXHIBIT A


 


Legal Description


 


Lot 2, HOME DEPOT LARGO PLAT, according to die plat
thereof recorded in Plat Book 128, Pages 76, 77 and 78 of the public records of
Pinellas County, Florida.


 


 


Property Address:


 


 


P.I.N.:                                     03/30/15/40911/000/0020


 


18





















 


EXHIBIT B


 


ASSIGNMENT OF
LEASES


 


For and in
consideration of Ten Dollars ($10.00) in hand paid, and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,                                                                                                                                                                                         
                                                                                                                                                         
                                      (“Seller”)
and as leasing agent for said Seller (collectively, “Assignor”), hereby assign
to Inland
                                            
(“Assignee”) as managing agent for Inland Southeast
             ,
and its successors or assigns, all of Assignor’s right, title and interest in,
to and under that certain lease described on Exhibit B attached hereto and made
a part hereof, which lease relates to that certain real Property legally
described on Exhibit A attached hereto and made a part hereof. Assignor shall
remain responsible and liable for all liabilities and expenses and landlord
obligations relating to the lease which occurred and accrued prior to the date
of this Assignment.


 


IN WITNESS WHEREOF, Assignor has executed and delivered this Assignment
of Leases as of the          day of                      ,
2005.


 


	
  ASSIGNOR:

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Seller

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  managing agent

  	
   

  
					



 


19





















 


ACCEPTANCE AND ASSUMPTION


 


The undersigned, Inland US Management LLC, as managing
agent for Inland                 ,
and its successors or assigns, and the Assignee under the foregoing Assignment
of Leases, hereby accepts such assignment and assumes all obligations of the
landlord under the leases referenced therein arising on or after the date of
this Acceptance and Assumption.


 


The undersigned represents and warrants to the Assignor under the
foregoing Assignment of Leases that it is authorized to execute this Acceptance
and Assumption as managing agent for Inland Southeast                 ,
and its successors or assigns, and that this Acceptance and Assumption shall be
binding upon, and shall constitute the enforceable obligation of Inland
Southeast                 ,
and its successors or assigns.


 


IN WITNESS WHEREOF, the
undersigned Assignee has executed and delivered this Acceptance and Assumption
as of the         day of                           ,
2005.


 


	
   

  	
  Inland US Management LLC, as

  
	
   

  	
  managing agent for Inland                        ,

  
	
   

  	
  and its successors or assigns

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
						



 


20





















 


EXHIBIT C


 


Tenant Estoppel Certificate Form - General


 


To:


 


Inland Real Estate
Acquisitions, Inc., and


Inland
             ,
L.L.C. (insert Inland nominee entity),


and its lenders,
successors and assigns (“Buyer”)


2901 Butterfield Road


Oak Brook, Illinois 60523


Attention: Robert
Brinkman


 


Re:          Lease Agreement dated
                                    
and amended
                                    
(“Lease”), between                                     
as “Landlord”, and
                                    
                                    ,
as “Tenant”, guaranteed by
                                                  
(“Guarantor”) for leased premises known as                                                                         
(the “Premises”) of the property commonly known as
                                                                                                  
(the “Property”).


 


1.             Tenant
hereby certifies that the following represents with respect to the Lease are
accurate and complete as of the date hereof.


 


	
  a.

  	
  Dates of all amendments, letter

  	
   

  
	
   

  	
  agreements, modifications and waivers

  	
   

  
	
   

  	
  related to the Lease

  	
   

  
	
   

  	
   

  	
   

  
	
  b.

  	
  Commencement Date

  	
   

  
	
   

  	
   

  	
   

  
	
  c.

  	
  Expiration Date

  	
   

  
	
   

  	
   

  	
   

  
	
  d.

  	
  Current Annual Base Rent

  	
   

  



 


	
   

  	
   

  	
  Adjustment Date

  	
   

  	
  Rental Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  e.

  	
  Fixed
  or CPI Rent Increases

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


	
  f.

  	
  Square Footage of Premises

  	
   

  
	
   

  	
   

  	
   

  
	
  g.

  	
  Security Deposit Paid to Landlord

  	
   

  
	
   

  	
   

  	
   

  
	
  h.

  	
  Renewal Options

  	
       Additional Terms
  for            

  
	
   

  	
  years at
  $                  per year

  	
   

  
	
   

  	
   

  	
   

  
	
  i.

  	
  Termination Options

  	
  Termination Date

  
	
   

  	
   

  	
  Fees Payable

  



 


	
  2.

  	
  Tenant further certifies to Buyer that:

  



 


	
  a.

  	
  the Lease is presently in full force and effect and
  represents the entire agreement between Tenant and Landlord with respect to
  the Premises;

  



 


21





















 


	
   

  	
  b.

  	
  the Lease has not been assigned and the Premises
  have not been sublet by Tenant;

  
	
   

  	
  c.

  	
  Tenant has accepted and is occupying the Premises,
  all construction required by the Lease has been completed and any payments,
  credits or abatements required to be given by Landlord to Tenant have been
  given;

  
	
   

  	
  d.

  	
  Tenant is open for business or is operating its
  business at the Premises;

  
	
   

  	
  e.

  	
  no installment of rent or other charges under the
  Lease other than current monthly rent has been paid more than 30 days in
  advance and Tenant is not in arrears on any rental payment or other charges;

  
	
   

  	
  f.

  	
  Landlord has no obligation to segregate the security
  deposit or to pay interest thereon;

  
	
   

  	
  g.

  	
  Landlord is not in default under the Lease and no
  event has occurred which, with the giving of notice or passage of time, or
  both, could result in a default by Landlord;

  
	
   

  	
  h.

  	
  Tenant has no existing defenses, offsets, liens,
  claims or credits against the payment obligations under the Lease;

  
	
   

  	
  i.

  	
  Tenant has not been granted any options or rights to
  terminate the Lease earlier than the Expiration Date (except as stated in
  paragraph l(i));

  
	
   

  	
  j.

  	
  Tenant has not been granted any options or rights of
  first refusal to purchase the Premises or the Property;

  
	
   

  	
  k.

  	
  Tenant has not received notice of violation of any
  federal, state, county or municipal laws, regulations, ordinances, orders or
  directives relating to the use or condition of the Premises or the Property; 

  
	
   

  	
  1.

  	
  no hazardous wastes or toxic substances, as defined
  by all applicable federal, state or local statutes, rules or regulations have
  been disposed, stored or treated on or about the Premises or the Property by
  Tenant;

  
	
   

  	
  m.

  	
  the Lease does not give the Tenant any operating
  exclusives for the Property; and

  
	
   

  	
  n.

  	
  Rent has been paid through
              ,
  2005.

  
	
   

  	
   

  	
   

  
	
  3.

  	
  This certification is made with the knowledge that
  Buyer is about to acquire title to the Property and obtain financing which
  shall be secured by a deed of trust (or mortgage), security agreement and
  assignment of rents, leases and contracts upon the property. Tenant
  acknowledges that Buyer’s interest in the Lease (as landlord) will be
  assigned to a lender as security for the loan. All rent payments under the
  Lease shall continue to be paid to landlord in accordance with the terms of
  the Lease until Tenant is notified otherwise in writing by Buyer’s lender or
  its successors and assigns. In the event that a lender succeeds to landlord’s
  interest under the Lease, Tenant agrees to attorn to the lender at lender’s
  request, so long as the lender agrees that unless Tenant is in default under
  the Lease, the Lease will remain in full force and effect. Tenant further
  acknowledges and agrees that Buyer (including its lender), their respective
  successors and assigns shall have the right to rely on the information
  contained in this Certificate. The undersigned is authorized to execute this
  Tenant Estoppel Certificate on behalf of Tenant.

  



 


 


	
   

  	
  [TENANT]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  , 2005

  
							



 


22





















 


GUARANTOR ESTOPPEL CERTIFICATE


 


Date:                       ,  2005


 


To:                        


 


Inland Real Estate
Acquisitions, Inc., and


Inland
               ,
L.L.C. (insert Inland nominee entity),


and its lenders,
successors and assigns (“Buyer”)


2901 Butterfield Road


Oak Brook, Illinois 60523


Attention: Robert
Brinkman


 


Re:
Guaranty Agreement dated                
(“Guaranty of Lease”) pertaining to that certain lease dated                           
between                                                                                         
as Landlord and                       
as Tenant for leased premises known as                (the
“Premises”) located at the property commonly known as                      
(the “Property”).


 


1.     Guarantor
certifies to Lender and Buyer that: (a) the Guaranty of Lease has been properly
executed by Guarantor and is presently in full force and effect without
amendment or modification except as noted above; (b) Guarantor has no existing
defenses, offsets, liens, claims or credits against the obligations under the
Guaranty of Lease.


 


2.     This certification
is made with the knowledge that Buyer is about to acquire title to the Property
and a lender is about to provide Landlord with financing which shall be secured
by a deed of trust (or mortgage), security agreement and assignment of rents,
leases and contracts upon the Property. 
Guarantor further acknowledges and agrees that Buyer and its lender and
their respective successors and assigns shall have the right to rely on the
information contained in this Certificate.


 


3.     The
undersigned is authorized to execute this Guarantor Estoppel Certificate on
behalf of Guarantor.


 


	
   

  	
  [GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
					



 


23





















 


EXHIBIT D


 


REA ESTOPPEL CERTIFICATE


 


REA ESTOPPEL STATEMENT


 


The undersigned                          ,
a                   
corporation (“         ”), is a
party to the                           (REA)
recorded on                                                                                      ,             
in Book
              ,
Page           of the Public Records
of          County,           
(the “REA”), between and among           ,                                     ,
a                (“Declarant”),
and
                               ,
a
                     (corporation)
(“                 “),
with respect to the                                   
Shopping Center in               ,
               
(the “Shopping Center”)                 has
been advised that Declarant is in process of selling Declarant’s interest in
the Shopping Center to INLAND (entity) having a notice address of 2901
Butterfield Road, Oak Brook, Illinois 60523, Attention: Vice Chairman (together
with its lender, and their successors and assigns, collectively referred to
herein as “Buyer”).                   
hereby states to Buyer as follows:


 


1.             The
REA has not been amended and is in full force and effect.


 


2.             The
REA is presently in full force and effect according to its terms.


 


3.                               has
neither given nor received any notice of default with respect to the REA. To
the best of                      ’s
knowledge (whereby knowledge shall be limited to the party signing this REA
Estoppel Agreement on behalf of
                ),
neither
              
nor any other party is in default under the REA.


 


4.             As
provided under Section         of the
                     
REA,                     
acknowledges and agrees that, upon its acquisition of Declarant’s interest in
the Shopping Center, Buyer shall be entitled to all of the benefits, rights,
privileges and burdens of the Declarant under the REA.


 


5.             The gross leasable area of the
                     
store is
                                          .


 


6.                                  ‘s
last contribution for common area maintenance costs and expenses was for the
month of
                 ,
2005 in the amount of $                                .


 


This Statement
does not (a) constitute a waiver of any rights
                    
may have under the REA, or (b) modify, alter, or change any of the terms or
conditions of the REA.  No officer or
employee signing this Statement on behalf of
                    
shall have any personal liability as a result of having given this statement.                      shall
be estopped from asserting any claim or defense against Buyer to the extent
such claim or assertion is based upon facts, now known to
                    ,
which are contrary to those contained herein, if Buyer has acted in reasonable
reliance upon such statements without knowledge of facts to the contrary. This
Statement is given solely for Buyer’s information and may not be relied upon by
anyone other than Buyer, or in connection with any transaction other than the
transaction described above. Capitalized terms used in this Statement, unless
otherwise defined, will have the meanings ascribed to such terms in the REA.


 


	
   

  	
   

  	
   

  
	
   

  	
  a                 (corporation)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
							



 


Note:   Buyer and Seller agree that the parties
required to execute this Exhibit D shall be limited to those parties (excluding
local shop space in-line tenants) who have economic obligations under the REA.


 


24





















 


EXHIBIT E


 


Rent Roll


 


25





















 


	
    6/08/05

  	
   

  	
  PDG Management,
  Inc.

  	
   

  	
  4:47 pm

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Door: ERIKA

  	
   

  	
  Commercial Rent
  Roll

  	
   

  	
  Page:     1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property:

  	
  Paradise Shoppes of
  Largo

  Largo, FL 33771

  	
   

  	
  Report Date
  From: 6/01/05 To: 6/30/05

  	
   

  	
   

  
						



 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRORATED

  	
   

  	
   

  	
   

  	
  BASE
  RENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SQ. FOOT

  	
   

  	
  TERM

  	
   

  	
  UNIT
  INFO

  	
   

  	
  BASE
  RENT

  	
   

  	
  RENT PER

  	
   

  	
  INCREASE

  	
   

  
	
  TENANT

  	
   

  	
  UNIT REF
  NO.

  	
   

  	
  OCCUPIED

  	
   

  	
  FROM

  	
   

  	
  TO

  	
   

  	
  BASE
  RENT

  	
   

  	
  ANNUAL

  	
   

  	
  SQ FT/YR

  	
   

  	
  (DATE)

  	
   

  
	
  Publix Super
  Markets #1034

  	
   

  	
  1048-A1

  	
   

  	
  44840

  	
   

  	
  7/14/05

  	
   

  	
  7/31/25

  	
   

  	
  51967.15

  	
   

  	
  618805.80

  	
   

  	
  13.80

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hairmasters
  #60777

  	
   

  	
  1048-B1

  	
   

  	
  1400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2916.67

  	
   

  	
  35000.04

  	
   

  	
  25.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chi Ban

  	
   

  	
  1048-B2

  	
   

  	
  1400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2683.33

  	
   

  	
  32199.96

  	
   

  	
  23.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank Atlantic

  	
   

  	
  1048-B3

  	
   

  	
  4200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  8750.00

  	
   

  	
  105000.00

  	
   

  	
  25.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *** VACANT ***

  	
   

  	
  1048-B6

  	
   

  	
  1400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *** VACANT ***

  	
   

  	
  1048-B7

  	
   

  	
  1400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTALS:

  	
   

  	
   

  	
   

  	
  54640

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  65917.15

  	
   

  	
  791005.80

  	
   

  	
  15.26

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Occupied
  Square Foot:

  	
   

  	
  51840

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Vacant
  Square Foot:

  	
   

  	
  2800

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND TOTALS:

  	
   

  	
   

  	
   

  	
  54640

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  65917.15

  	
   

  	
  791005.80

  	
   

  	
  15.26

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Occupied
  Square Foot:

  	
   

  	
  51840

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Vacant
  Square Foot:

  	
   

  	
  2800

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BASE
  RENT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INCREASE

  	
   

  	
  OPERATING
  EXPENSE

  	
   

  	
  REAL
  ESTATE TAX

  	
   

  	
  CPI
  EXPENSE

  	
   

  	
  GROSS
  RENTS

  	
   

  
	
  TENANT

  	
   

  	
  (AMOUNT)

  	
   

  	
  MONTH

  	
   

  	
  SQ FT/YR

  	
   

  	
  MONTH

  	
   

  	
  SQ FT/YR

  	
   

  	
  MONTH

  	
   

  	
  SQ FT/YR

  	
   

  	
  SQ FT/YR

  	
   

  	
  TOTAL

  	
   

  
	
  Publix Super
  Markets #1034

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  13.80

  	
   

  	
  51,567.15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hairmasters
  #60777

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25.00

  	
   

  	
  2,916.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chi Ban

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  23.00

  	
   

  	
  2,683.33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank Atlantic

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25.000

  	
   

  	
  8,750.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *** VACANT ***

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *** VACANT ***

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTALS:

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  14.48

  	
   

  	
  65,917.15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Occupied
  Square Foot:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Vacant
  Square Foot:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND TOTALS:

  	
   

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  14.48

  	
   

  	
  65,917.15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Occupied
  Square Foot:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Vacant
  Square Foot:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


26





















 


EXHIBIT F


 


INLAND PROPERTY MANAGEMENT


DUE DILIGENCE CHECKLIST


 


Please see separate attachment.


 


27





















 


EXHIBIT G


 


THE “MASTER LEASE”


To be attached


 


28





















 


MASTER LEASE


ESCROW AGREEMENT


 


This MASTER LEASE ESCROW
AGREEMENT is made and entered into as of the
           day of                  , 2005, by and among WIN-Ulmerton, Ltd., a
Florida limited partnership (hereinafter referred to as “Seller”),
Inland American Largo Paradise, L.L.C., a Delaware limited liability company
(hereinafter referred to as “Buyer”), and Chicago Title and Trust Company
(hereinafter referred to as “Escrow
Agent”) having as its address Attention: Nancy Castro, 171 North Clark Street,
Chicago, Illinois.


 


WITNESSETH:


 


WHEREAS, pursuant
to that certain Agreement of Purchase and Sale of Shopping Center dated as of
the 31st day of May, 2005 (the “Contract”), Buyer acquired on and as
of the date hereof from Seller certain real property commonly known as Paradise
Shoppes of Largo shopping center located in Largo, Florida, as more
particularly described by the Contract (the “Property”); and


 


WHEREAS, Seller has agreed to deposit with Escrow Agent the sum of                                         and
no/100 Dollars ($                 )
(the “Vacant Space Escrow Deposit”) with respect to Seller’s obligation to pay
rent and reimbursable expenses to Buyer for Property vacant spaces:         ,        
and         not fulfilling the Tenant
Conditions (as hereinafter defined) and as more particularly described upon
Exhibit A, attached hereto and made a part hereof (collectively, the “Vacant
Space”) space at the Property; and


 


WHEREAS, Seller has agreed to deposit with Escrow Agent
the sum of                                         and
no/100 Dollars ($                 )
(the “Leased Space Escrow Deposit”) with respect to Seller’s obligation to pay
rent and reimbursable expenses to Buyer for the Property tenant spaces under
lease: N/A, either not yet fulfilling the Tenant Conditions (and/or more than
30-days overdue in payment of rent) and as more particularly described upon
Exhibit A, (collectively, the “Leased Space not Fulfilling Tenant Conditions”);
and


 


WHEREAS, Seller has agreed to deposit with Escrow Agent
the sum of                                         and
no/100 Dollars ($                 )
(the “TI/LC Escrow Deposit”) with respect to Seller’s obligation to pay for
tenant improvement allowances and leasing commissions for Vacant Space and as
more particularly described upon Exhibit A; and


 


WHEREAS,
Escrow Agent is willing to accept the Leased Space Escrow Deposit, and the
Vacant Space Escrow Deposit, and the TI/LC Escrow Deposit, and hold and
disburse same in accordance with the terms and conditions set forth below.


 


NOW,
THEREFORE, for and in consideration of the premises hereto, the covenants and
agreements hereinafter made, and for Ten Dollars ($10.00) in hand paid to
Escrow Agent, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


 


1.  Seller hereby deposits with Escrow
Agent, and Escrow Agent hereby acknowledges receipt of the Leased Space Escrow
Deposit, and the Vacant Space Escrow Deposit, and the TI/LC Escrow Deposit.
Escrow Agent hereby agrees to deposit the Leased Space Escrow Deposit, and the
Vacant Space Escrow Deposit, and the TI/LC Escrow Deposit, into an interest
bearing account with a bank reasonably satisfactory to Buyer, Seller and Escrow
Agent with interest accruing for the benefit of Seller. The federal taxpayer
identification of Seller is as follows: 42-1590052.


 


2.    Leased Space Escrow Deposit.   Escrow Agent shall retain the Leased Space
Escrow Deposit in the account, and shall cause the same to be paid in the
manner described herein. The Leased Space Escrow Deposit is attributable to the
Leased Space not Fulfilling Tenant Conditions. Buyer shall receive a prorated
credit (calculated in accordance with the allocations described in the
immediately following sentence) from the Leased Space Escrow Deposit on the
date of Closing (as defined in the


 


29





















 


Contract) for the rent and
reimbursable expenses attributable to the Leased Space not Fulfilling Tenant
Conditions from the date of Closing through the end of the month in which
Closing occurs. Thereafter, Buyer shall receive (and Escrow Agent is hereby
authorized to pay to Buyer without further direction from Seller) monthly
payments, in advance, for rent and reimbursable expenses, from the Leased Space
Escrow Deposit, in the monthly amounts described upon Exhibit A and
attributable to each space so described (prorated for any partial months)
(collectively, the “Leased Space Monthly Payment”). The Leased Space Monthly
Payment shall respectively be made by Escrow Agent to Buyer until such time as
the respective tenants under Leased Space not Fulfilling Tenant Conditions
described upon Exhibit A have: (a) accepted its premises, and (b) opened for
business at the Property to the public, and (c) commenced paying rent and other
charges under its lease, and (d) delivered to Buyer evidence that all leasing
commissions and tenant improvement allowances are fully paid, and (e) delivered
a certificate of occupancy to Buyer for the space (collectively, the “Tenant
Conditions”). Buyer shall promptly notify Seller and Escrow Agent of the date a
tenant satisfies the Tenant Conditions. The balance of the Leased Space Escrow
Deposit remaining after satisfaction of the Tenant Conditions for such space
shall then be released to Seller upon the joint direction of Seller and Buyer,
with such disbursement to occur within two (2) business days after Escrow Agent’s
receipt of notification from Buyer of the tenant’s satisfaction of Tenant
Conditions. Any rent and reimbursable expenses received by Buyer from any
Leased Space not Fulfilling Tenant Conditions tenant shall be promptly remitted
by Buyer to Seller (to the extent Buyer has been paid pursuant to the terms of
this Agreement).


 


3.    Vacant Space Escrow Deposit.  
Escrow Agent shall retain the Vacant Space Escrow Deposit in the
account, and shall cause the same to be paid in the manner described
herein.  The Vacant Space Escrow Deposit
is attributable to the Vacant Space. Buyer shall receive a prorated credit
(calculated in accordance with the allocations described in the immediately
following sentence) from the Vacant Space Escrow Deposit on the date of Closing
for the rent and reimbursable expenses attributable to the Vacant Space from
the date of Closing through the end of the month in which Closing occurs.
Thereafter, Buyer shall receive (and Escrow Agent is hereby authorized to pay
to Buyer without further direction from Seller) monthly payments, in advance,
for rent and reimbursable expenses, from the Vacant Space Escrow Deposit, in
the monthly amounts described upon Exhibit A and attributable to each space so
described (prorated for any partial months) (collectively, the “Vacant Space
Monthly Payment”). The Vacant Space Monthly Payment shall be made by Escrow
Agent to Buyer until such time as tenants under leases for the Vacant Space have
respectively satisfied the Tenant Conditions. Buyer shall promptly notify
Seller and Escrow Agent of the date any tenant satisfies the Tenant Conditions.
As the Vacant Space is leased during the 12-month period following the date of
Closing, with the Tenant Conditions having then been satisfied, the balance of
the Vacant Space Escrow Deposit attributable to each such leased Vacant Space
shall then be released to Seller upon the joint direction of Seller and Buyer,
with such disbursement to occur within two (2) business days after Escrow Agent’s
receipt of notification from Buyer that Vacant Space is leased with the Tenant
Conditions having been satisfied. The balance of the Vacant Space Escrow
Deposit attributable to the Vacant Space not yet leased, if any, remaining on
the 1st day of the 2nd
year following the date of Closing, shall be released to Seller reduced by the
following described sums which shall then be payable to Buyer: any pending (and
not yet paid by Escrow Agent) funds disbursement requests made by Buyer in accordance
with the terms of this Agreement. Any rent and reimbursable expenses received
by Buyer from any Vacant Space tenant shall be promptly remitted by Buyer to
Seller (to the extent Buyer has been paid pursuant to the terms of this
Agreement).


 


4.    Tenant Improvement Allowances and Leasing
Commissions Deposit. The
TI/LC Escrow Deposit is applicable to the Vacant Space on the basis of the
product of
                
and no/100 Dollars ($
                )
as and for leasing/brokerage commissions (“LC”) and tenant improvement
allowances (“TI”), multiplied by
                square feet of Vacant Space.  That portion of the TI/LC Escrow Deposit
attributable to LC shall be released from the Escrow Deposit by Escrow Agent
upon the joint direction of Seller and Buyer accompanied by signed lien waivers
and invoices from the applicable real estate brokers.  That portion of the TI/LC Escrow Deposit
attributable to TI shall be released by Escrow Agent upon the joint direction
of Seller and Buyer accompanied by the documentation required by each lease,
and in any event, no less documentation than copies of invoices and mechanics
lien waivers in the amount of each request shall accompany the draw request. As
each portion of the Vacant Space is leased to tenants during the 1-year
period following the date of Closing, and the Tenant Conditions are fulfilled
as to


 


30





















 


such tenant(s), the amount of
non-allocated TI/LC Escrow Deposit attributable to each of such space(s) shall then be released to Seller upon
the joint direction of Seller and Buyer, with such disbursement to occur within
two (2) business days after Escrow Agent’s receipt of notification from Buyer
that Vacant Space is leased with the Tenant Conditions having been satisfied.
Any non-allocated TI/LC Escrow Deposit remaining on the 1st day of
the 2nd year following the date of Closing, for any then Vacant
Space, shall be released to Buyer.


 


5.   Escrow Administration. The costs of administration of this Escrow
Agreement by Escrow Agent in the sum of Seven Hundred Fifty and no/100 Dollars
($750.00) per year shall be shared equally by Seller and Buyer.  This Escrow Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
principals, successors and assigns and shall be governed and construed in accordance
with the laws of the State of Florida. 
No modification, amendment or waiver of the terms hereof shall be valid
or effective unless in writing and signed by all of the parties hereto.  This Escrow Agreement may be executed in
multiple counterpart originals, each of which shall be deemed to be and shall
constitute an original.  If there is any
conflict between the terms of this Escrow Agreement and the terms of the
Contract, the terms of this Escrow Agreement shall control.


 


6.   Notices. All notices, requests, consents and other communications hereunder
shall be sent to each of the following parties and be in writing and shall
either be: (i) delivered by facsimile transmission, or (ii) personally
delivered, or (iii) sent by Federal Express or other overnight or same day courier
service providing a return receipt, (and shall be effective when received, when
refused or when the same cannot be delivered, as evidenced on the return
receipt) to the following addresses:


 


	
  If to Seller:

  	
  WIN-Ulmerton, Ltd.

  
	
   

  	
  c/o Paradise Development
  Group, Inc.

  
	
   

  	
  2901 Rigsby Lane

  
	
   

  	
  Safety Harbor, Florida

  
	
   

  	
  Attention: Mr.                       

  
	
   

  	
  Facsimile:

  	
  (727) 726-2337

  
	
   

  	
  Telephone:

  	
  (727) 726-1115

  
	
   

  	
   

  
	
  Copy to:

  	
  Forlizzo Law Group, P.A.

  
	
   

  	
  2903 Rigsby Lane

  
	
   

  	
  Safety Harbor, Florida
  34695

  
	
   

  	
  Attention: Robert A.
  Forlizzo, Esquire

  
	
   

  	
  Facsimile:

  	
  (727) 669-6929

  
	
   

  	
  Telephone:

  	
  (727) 669-0550

  
	
   

  	
   

  
	
  If to Buyer:

  	
  Inland American Largo
  Paradise, L.L.C.

  
	
   

  	
  2901 Butterfield Road

  
	
   

  	
  Oak Brook, Illinois 60523

  
	
   

  	
  Attention: Rob Barg 

  
	
   

  	
  Facsimile:

  	
  (630) 218-4928

  
	
   

  	
   

  
	
  Copy to:

  	
  The Inland Group, Inc.

  
	
   

  	
  2901 Butterfield Road

  
	
   

  	
  Oak Brook, Illinois 60523

  
	
   

  	
  Attention: Robert Baum,
  General Counsel

  
	
   

  	
  Facsimile:

  	
  (630) 18-4900 and (630)
  571-2360

  
	
   

  	
   

  
	
  If to Escrow Agent:

  	
  Ms. Nancy Castro

  
	
   

  	
  Chicago Title and Trust
  Company

  
	
   

  	
  171 North Clark Street

  
	
   

  	
  Chicago, Illinois

  
	
   

  	
  Facsimile:

  	
   

  
	
   

  	
  Telephone:

  	
   

  
				



 


31





















 


7.     Counterparts.  This Escrow Agreement may be executed in
counterparts and shall constitute an agreement binding on all parties
notwithstanding that all parties are not signatories of the original or the
same counterpart.  Furthermore, the
signatures from one counterpart may be attached to another to constitute a
fully executed original. The Escrow Agreement may be executed by facsimile.


 


8.     Reporting.  Escrow Agent agrees to deliver to Buyer and
Seller, on a monthly basis, a copy of the bank statement of account of the
Escrow Deposit. Such monthly statements shall be delivered to: Inland Retail
Real Estate Trust, Inc., 200 Waymont Court, Suite 126, Unit 10, Lake Mary,
Florida 32746 (telephone: 407-688-6540; facsimile: 407-688-6543).


 


9.     Potential
Adjustment to Purchase Price. Seller and Buyer shall calculate an
adjustment to the Purchase Price based upon the following described formula:


 


The Purchase Price shall
be adjusted as follows:


 


(i)        as
of the date of this Agreement, calculate the total square feet of Project
Vacant Space and multiply that sum by the base rental per square foot values,
described on a space-by-space basis upon the Rent Roll, to obtain the Project
Vacant Space base rent value (the “Vacant Space Base Rent Value”). The Vacant
Space Base Rent Value shall be calculated as to both the aggregate Project
Vacant Space as well as to Project Vacant Space on a space-by-space basis; then


 


(ii)       during
the twelve (12) month term of this Master Lease Escrow Agreement, as an
individual unit(s) of Project Vacant Space is leased, calculate the square feet
of Project Vacant Space on a space-by-space basis leased to tenants under
Leases (from the date of this Agreement to the date of Closing) which are then
open for business, operating and paying base rent and reimbursable expenses per
their respective Leases (the “Leased Space”); and then multiply the Leased
Space by the actual base rent payable by such tenants under such Leases (on a
space-by-space basis) to obtain, on a space-by-space basis, the Leased
Space base rental value for each individual space (the “Leased Space Base Rent
Value”); then


 


(iii)      subtract
the Vacant Space Base Rent Value attributable to Leased Space from the Leased
Space Rent Value (on a space-by-space basis), and divide the value so obtained by
             ,
to obtain, on a space-by-space basis, the “Adjustment to Purchase Price Value.”
If the Adjustment to Purchase Price Value is a positive number, the amount will
be added to the Purchase Price and paid by Buyer to Seller at such time as the
Vacant Space Escrow Deposit related to the individual space of Leased Space is
disbursed pursuant to Section 3, above.


 


In calculating the
Leased Space Base Rent Value contemplated by subparagraph (ii), above, there
shall be included in such calculation any rental income received from tenants
occupying individual tenant panels on any shopping center signage.


 


PLEASE SEE FOLLOWING PAGE FOR SIGNATURES


 


32





















 


IN WITNESS WHEREOF, each
of the parties hereto has caused this Escrow Agreement to be signed and
delivered as of the day and year first above written.


 


	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  Inland American Largo Paradise, a Delaware limited
  liability 

  
	
   

  	
  company

  
	
   

  	
   

  
	
   

  	
  By: Inland Western Retail Real Estate Trust, Inc., a
  Maryland 

  
	
   

  	
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  As Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  WIN-Ulmertom, Ltd., a Florida limited partnership

  
	
   

  	
   

  
	
   

  	
  By: PDG II, Inc., a Florida corporation, its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  As Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESCROW AGENT:

  
	
   

  	
   

  
	
   

  	
  Chicago Title and Trust Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  As Its:

  	
   

  	
   

  
						



 


33





















 


EXHIBIT H


 


INTENTIONALLY
DELETED


 


34





















 


EXHIBIT I


 


TENANT LETTER

Please see separate attachment


 


35





















 


EXHIBIT J


 


INTENTIONALLY DELETED


 


36





















 


EXHIBIT K


 


AUDIT REPRESENTATION LETTER


 


               ,
2005


 


KPMG LLP


Peat Marwick Plaza


303 E Wacker


Chicago, Illinois 60601


 


Ladies and Gentlemen:


 


We are writing you at
your request to confirm our understanding that your audit of the Historical
Summary of Gross Income and Direct Operating Expenses (Historical Summary) of
                
(the Property) for the twelve months ended December 31, 2004 was made for the
purpose of expressing an opinion as to whether the Historical Summary presents
fairly, in all material respects, the gross income and direct operating
expenses in conformity with the accrual basis of accounting. In connection with
your audit we confirm, to the best of our knowledge and belief, the following
representations made to you during your audit:


 


We have made available to
you:


 


All financial records and
related data.


 


All
minutes of the meetings of stockholders, directors, and committees of
directors, or summaries of actions of recent meetings for which minutes have
not yet been prepared.


 


There have been no:


 


Instances
of fraud involving any member of management or employees who have significant
roles in internal control.


 


Instances of fraud
involving others that could have a material effect on the Historical Summary.


 


Other instances of fraud
perpetrated on or within the Property.


 


Communications
from regulatory agencies concerning noncompliance with, or deficiencies in, financial
reporting practices that could have a material effect on the Historical
Summary.


 


Violations
or possible violations of laws or regulations, the effects of which should be
considered for disclosure in the Historical Summary or as a basis for recording
a loss contingency.


 


37





















 


There are no:


 


Unasserted
claims or assessments that our lawyer(s) has (have) advised us are probable of
assertion and must be disclosed in accordance with Statement of Financial Accounting
Standards (SFAS) No, 5, Accounting for Contingencies.


 


Material liabilities or
gain or loss contingencies that are required to be accrued or disclosed by SFAS
No. 5.


 


Material
transactions that have not been properly recorded in the accounting records
underlying the Historical Summary.


 


Events
that have occurred subsequent to the balance sheet date and through the date of
this letter that would require adjustment to or disclosure in the Historical
Summary.


 


The
Property has complied with all aspects of contractual agreements that would
have a material effect on the Historical Summary in the event of noncompliance.


 


All
income from operating leases is included as gross income in the Historical
Summary. No other forms of revenue are included in the Historical Summary.


 


Further, we confirm that
we are responsible for the fair presentation in the Historical Summary of Gross
Income and Direct Operating Expenses for the twelve months ended December 31,
2004, in conformity with generally accepted accounting principles.


 


 


	
  Sincerely,

  
	
   

  
	
   

  
	
   

  	
   

  



 


38





















 


EXHIBIT L


 


LEASING PARAMETERS


 


1.             The
proposed use shall be a use typically found in retail centers of this type.


 


2.             The
proposed use does not violate any exclusions or restrictions existing in any
other tenant’s lease or covenants existing in any other documents of record.


 


3.             The
lease is for an original term of not less than 3 years, nor more than 10 years.


 


4.             No
concessions shall be provided to the tenant which would be at Buyer’s expense.


 


5.             All
leases shall be prepared substantially in accordance with the small shop tenant
lease form approved by Buyer during the Due Diligence Period subject to
commercially reasonable variances and prevailing market parameters.


 


6.             The
proposed tenant has successful retail and/or business operating experience
including, but not limited to, three years in the type of business to be
operated at the leased premises.   In the
absence of three years experience, the prospective tenant must be an approved
franchisee or a recognized franchisor.


 


7.             The
proposed tenant (or the franchisor, if applicable) shall have more than one
location or shall be relocating to the Property an existing business.


 


8.             The
proposed tenant and/or lease guarantor has an aggregate net worth of at least
two years of the total aggregate annualized rent, including all expenses, for
any tenant of the leased premises up to 7,000 square feet.


 


9.             Said
leases shall average at least 3% increases per year over the primary term of
the lease.


 


10.           The
tenant’s lease will not include rent reductions, co-tenancy, or early
termination clauses of any kind.


 


11.            In
addition to tenant’s base rent, the leases will include 100% reimbursement for
taxes, insurance and common area maintenance, including a 15% administrative
charge for CAM (or, in the alternative, providing for a 4-1/2% management fee).


 


12.            Buyer
shall act in a commercially reasonable manner and in good faith during its
review and determination of the credit worthiness of any tenant and/or
guarantor as well as the economic viability of a proposed lease. Also, Buyer
agrees to respond to Seller deliveries of tenant/guarantor credit information
and proposed lease economics within 5
business days after its receipt by Buyer, otherwise said tenant/guarantor
credit worthiness and proposed lease economics shall be deemed approved by
Buyer.


 


13.            Any lease
renewals will be for a term of not less than the primary term and at rental
rates at least equal to the rental rate for the primary term, with 3% per year
increases thereafter, and with no tenant improvements, free rent, or leasing
commissions to be paid by Buyer.


 


39





















 


EXHIBIT M


 


Site Plan (sketch)


 


40





















 




	
  

  







 


41





















 


EXHIBIT N


 


INTENTIONALLY DELETED


 


42





















 


Exhibit O


 


Vanilla Box Finish Standards


 


43





















 


EXHIBIT “C”


 


DESCRIPTION OF TENANT’S WORK AND WORK TO BE PERFORMED BY
LANDLORD IN THE LEASED PREMISES


 


PREFACE


 


This Exhibit “C” describes
the obligations of the Landlord and the Tenant for the design and construction
of the Leased Premises. Each term used in this Exhibit, which is defined in the
main body of the Lease, shall have the same meaning when used herein.


 


The work described in Section
“A” and “B” will be performed by Landlord at Landlord’s expense pursuant to
Landlord’s plans. The work described in Section “D” will be performed by the
Landlord at Tenant’s expense.


 


The work described in Section
“C” will be performed by Tenant at Tenant’s expense and shall be completed in
accordance with Tenant’s Final Plans as approved by Landlord.


 


Landlord and Tenant have a common interest in opening the Leased
Premises on the Grand Opening Date (if this Lease is made prior thereto). To
this end, Landlord will coordinate its work with the Tenant’s work insofar as
the schedule and prudent construction practice will allow. To insure mutual
cooperation of Landlord’s and Tenant’s contractors, Landlord will assign one or
more Tenant Coordinators to assist Tenant in Tenant’s design and construction
work.


 


In order to insure an orderly
and aesthetically coordinated storefront and sign design, plans and drawings
for same shall be submitted to Landlord for approval as described under Section
“E”, “Procedure”.


 


SECTION “A” - WORK BY LANDLORD IN LANDLORD’S BUILDING


 


1.           A non-combustible structure, including
columns, girders, beams, joints, roof deck and floors.


 


2.           A built-up roof above demised space.


 


3.           Masonry exterior walls and storefronts.


 


SECTION “B” - WORK BY LANDLORD IN LEASED PREMISES


 


1.             Demising Partitions:


Partition walls between rental spaces will be
of one-hour fire rated construction using 3 1/2” metal studs with 5/8” drywall
on both sides, extending to the underside of the roof deck. The walls will be
taped, sanded and ready for paint.


 


2.             Floor Slabs:


Concrete floor slabs, smooth troweled finish.


 


3.             Egress Door:


Rear egress will be provided by a hollow metal door at rear wall of the
Leased premises, if required by Building Code.


 


4.             Electrical Service:


The electrical supply for each rental space
will include a 200-amp panel.


 


The service will be 120/208 3 phase 200 amp at
the Tenant’s panel, which will be located at Landlord’s designated point on the
rear wall of rental space.


 


5.             Washroom:


One toilet room, with one toilet and one wash
basin completely installed and connected to the necessary plumbing and
ventilation, together with the partitions and door enclosing the same and vinyl
composition floor tile - as per all handicap requirements.


 


1





















 


6.             Ceiling:


Standard 2’ x 4’ white metal grid. The light
fixtures will be provided in the ceiling grid system per the Landlord’s ceiling
plan. Sufficient 2’ x 4’ lay-in acoustical tile will be delivered by the
Landlord to the demised premises for installation by the Tenant.


 


7.             Heating and Air Conditioning:


The H.V.A.C. system, including ductwork and
diffusers in the Landlord’s standard layout, will be provided. Equipment sizes
will be as per Landlord’s H.V.A.C. plans.


 


B.            Fire Sprinklers:


A sprinkler system will be installed as per
Landlord’s plan with sprinkler heads dropped to a height of 10’. However, any
changes in head locations or extra heads required because of tenant
improvements will be installed by Landlord at Tenant’s expense.


 


9.             Telephone:


Empty conduits to Landlord’s designated point
in the rental space from Landlord’s equipment room will be installed by Landlord.


 


10.           Water:


Landlord’s contractor will bring water service
to the point of water meter connection. The Tenant will have to pay a deposit,
together with fees for (a) water meter, (b) meter connection and (c) sewer
connection for the Leased Premises. The Landlord will provide an in-ground
concrete box for water meter.


 


11.           Sign Conduit:


An empty conduit will be installed by Landlord
from a point within the Leased Premises above the ceiling at the Landlord’s
storefront bulkhead to a point on the canopy designated for the installation of
Tenant’s sign.


 


SECTION “C” - WORK BY TENANT IN LEASED PREMISES


 


All
work by Tenant in the Leased Premises shall be performed by contractors
approved in advance by Landlord. As one of the conditions for approval,
Landlord may require the contractor to procure a Payment Bond for the benefit
of the Tenant.


 


Tenant
shall not, either directly or indirectly, employ or permit the employment of
any contractor, mechanic, or laborer, or permit any materials in the Leased
Premises, if the use of such contractor, mechanic, or laborer or such materials
would, in the Landlord’s opinion, create any difficulty, strike or
jurisdictional dispute with other contractors, mechanics or laborers engaged by
Tenant or Landlord or others, or would in any way disturb the construction,
maintenance, cleaning, repair, management, security or operation of the Leased
Premises or the Shopping Center or any part of either. In the event of any
interference or conflict, Tenant, upon demand of Landlord, shall cause all
contractors, mechanics or laborers, or all materials causing such interference,
difficulty or conflict, to leave or be removed from the Leased Premises
immediately.


 


1.         Utilities by Tenant: Tenant shall directly arrange for the
procurement at Tenant’s expense of the following items:


 


(a)       All building, plumbing, occupancy and other
required permits, with copies of same to be provided to the Landlord;


 


(b)       Telephone service through empty conduit from
Landlord’s equipment room to the Leased Premises;


 


(c)       All required utility meters and fees; and


 


(d)       Connection to the Landlord - installed utilities.


 


2.         Non-Combustible Construction:


All
Tenant construction shall be non-combustible. Treated, fire resistant wood will
be permitted where approved by the jurisdictional authorities.


 


3.         Temporary Services:


In
the event permanent services are not made available to Tenant for and during
construction, including lighting, power and water (but excluding any and all power
for use in heating or air conditioning from the Premises), temporary services
may be obtained, at the Tenant’s expense, from Landlord at cost, the amount
being payable to Landlord by Tenant on demand.


 


2





















 


4.         Signs:


The
Tenant is responsible for the supply and installation of all signage at the
Tenant’s expense. The Tenant will be responsible for preparing and submitting
sign plans and specifications to the Landlord for approval.


 


5.         Other Work:


“Other
work” shall be defined as work not included in Landlord’s Work.


 


6.         Discipline:


Tenant
shall enforce strict discipline and good order among the employees of Tenant’s
contractors and subcontractors.


 


7.         Character of Employees:


Tenant
shall not employ any unfit person or anyone not skilled in the work he is
performing, or any workman that is incompatible with the workforce or who will
cause, or whose presence will cause, labor disputes.


 


8.         Cleaning of Premises:


Tenant
shall maintain the Leased Premises in a clean and orderly condition during
construction and merchandising. Tenant shall promptly remove all unused
construction materials, equipment, shipping containers, packaging, debris, and
flammable waste from the Shopping Center. Tenant shall contain all construction
materials, equipment, fixtures, merchandise, shipping containers and debris
within the Leased Premises. The common exterior areas of the Shopping Center
shall be clear of Tenant’s equipment, merchandise, fixtures, refuse and debris
at all times. Trash storage within the Leased Premises shall be confined to
covered metal containers.


 


9.         Violations:


In
the event the Tenant is notified of any violations of codes, ordinance
regulations, requirements or guidelines, either by the jurisdictional
authorities or by the Landlord, Tenant shall, at its expense, correct such
violations within such ten (10) calendar days after such notification.


 


10.       Trash Removal:


Tenant
is responsible for the removal of all trash and debris at the Leased Premises.
Trash storage within the Leased Premises shall be confined to covered metal
containers.


 


SECTION “D” - WORK BY LANDLORD IN LEASED PREMISES AT
TENANT’S EXPENSE


 


1.         Roof Openings:


Any
roof opening required will be performed by Landlord’s roofing contractor. Such
openings will include supporting structures, angles, curbs, flashings, ducts,
vents and grills. Landlord may refuse to approve any openings which, in
Landlord judgment, exceed the capability of the structural system.


 


SECTION “E” - PROCEDURE


 


1.         Tenant Coordinator: Landlord’s Tenant Coordinator shall be
responsible for the review of Tenant’s Design Drawings and Final Plans. All
questions pertaining to the design and construction of the Leased Premises and
all plan submittals shall be directed to the Tenant Coordinator.


 


2.         Lease Outline Drawing: Landlord shall furnish to Tenant a drawing
of the Leased Premises of the type commonly known as a Lease Outline Drawing
(herein sometimes referred to as the “L.O.D.”). The L.O.D. shall be prepared by
Landlord’s architect at a scale of 1/4 inch equals 1 foot and shall show the
dimensions and square footage of the Leased Premises. In addition, the L.O.D.
shall show the location of the sprinkler feed, electrical conduit, soil pipe,
water line and points of entry of other Landlord-supplied services.


 


3.         Store Plans: Tenant shall supply Landlord with four (4) sets of store plans and
specifications, which shall include the name and contact
information for the Tenant’s contractor and architect. These plans should
include store-front elevations, reflected celling plan, interior layout and
finish, plumbing, mechanical and electrical plans, and should be submitted for
approval within thirty (30) days after execution of the Lease. These plans
shall be prepared at a scale of 1/4 inch equals 1 foot.


 


4.         Sign Plans: Tenant shall supply Landlord with four (4) sets of signage plans for
approval. The scale on the signage plans should be 1/4 inch equals 1 foot.


 


5.         Final
(Revised) Plans:  If the store plans shall have been marked “disapproved”
by Landlord, the Final Plans shall incorporate any revisions to the store plans
required to satisfy Landlord’s reason for disapproval of the store plans. On or
before twenty (20) days after receipt of the Final Plans, Landlord shall return
to Tenant the Final Plans, marked either “approved” or “disapproved”.   If they are marked “disapproved”,


 


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Landlord shall also note their reasons for such disapproval, and Tenant
shall, on or before ten (10) days after receipt of such “disapproved” Final
Plans, correct any deficiencies noted by Landlord and resubmit the corrected
Final Plans to Landlord. Tenant’s Work shall be performed only in accordance
with the approved plans.


 


6.         List of Tenant’s Contractors: Tenant shall furnish Landlord with a list of
contractors Tenant intends to use to construct the Leased Premises. Landlord
shall reserve the right to approve disapprove any and all of said contractors.


 


7.         Tenant’s Work: On or before the Construction Commencement
Date, Tenant shall commence Tenant’s Work and diligently and continually
proceed to complete the Leased
Premises in accordance with the approved Final Plans and permit Landlord to
commence the work specified in Section “D” hereof.


 


8.         Permits: Tenant shall obtain all necessary permits from the jurisdictional
authority and forward a copy of all the permits to the Landlord prior to its
and Landlord’s start of work in the Leased Premises.


 


9.         Certificate of Occupancy: Tenant shall secure an occupancy permit from
the jurisdictional authorities in sufficient time to allow Tenant to open the
Leased Premises in accordance with the opening requirements of this Lease.


 


10.       Temporary Storefront: If Tenant’s Work is not completed within the
time required by this Lease (or, in any event, is not completed on the Grand
Opening Date), Landlord may, at Tenant’s expense, install a temporary
storefront or barricade.


 


11.       Landlord’s work is limited to that required of
Landlord by this Exhibit “C” and Tenant shall be required to make all
improvements to the Leased Premises in accordance with Tenant’s Final Plans, as
approved by Landlord.


 


12.       Tenant shall provide Landlord with copies of
Certificates of Insurance and Competency from subcontractor.


 


13.       Tenant shall provide Landlord with Final
Releases of lien from all subcontractors within ten (10) working days of
completion of work prior to final acceptance by Landlord.


 


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