Exhibit 10.106


 


ASSIGNMENT


 


This Assignment is made as of the 8th day of June,
2006 by INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Assignor”) to and for the benefit of INLAND AMERICAN BRISTOL, L.L.C., a Delaware limited
liability company (“Assignee”).


 


Assignor does hereby sell, assign, transfer, set
over and convey unto Assignee all of its right, title and interest as buyer
under that certain Agreement of Contribution dated as of February 24,
2006, as amended, and entered into by CE Cumberland 2001 LLC and Malden CE 2001
LLC and Swampscott CE 2001 LLC and CE Southington 2001 LLC and Framingham CE
2001 LLC and CE Bristol 2001 LLC and CE Sicklerville 2001 LLC and CE Greenville
2001 LLC, as sellers, and Inland Real Estate Acquisitions, Inc., Assignor,
as buyer (collectively, the “Agreement”), solely as the Agreement applies to
the sale and purchase of the property described by the Agreement, located in
Bristol County, Bristol, Rhode Island commonly known as Stop ‘N Shop shopping
center.


 


Assignor represents and warrants that it is the
buyer under the Agreement, and that it has not sold, assigned, transferred, or
encumbered such interest in any way to any other person or entity.  By acceptance hereof, Assignee accepts the
foregoing Assignment and agrees, from and after the date hereof, to (i) perform
all of the obligations of buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this instrument as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN BRISTOL, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI

  
	
   

  	
   

  	
  BRISTOL MEMBER, L.L.C., a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   member,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN BRISTOL

  
	
   

  	
   

  	
  MEMBER II, L.L.C., a Delaware limited

  
	
   

  	
   

  	
  liability company, its Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
  TRUST, INC., a Maryland corporation, its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
											



 

















 


ASSIGNMENT


 


This Assignment is made as of the 8th day of June,
2006 by INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Assignor”) to and for the benefit of INLAND AMERICAN CUMBERLAND, L.L.C., a Delaware limited
liability company (“Assignee”).


 


Assignor does hereby sell, assign, transfer, set
over and convey unto Assignee all of its right, title and interest as buyer
under that certain Agreement of Contribution dated as of February 24,
2006, as amended, and entered into by CE Cumberland 2001 LLC and Malden CE 2001
LLC and Swampscott CE 2001 LLC and CE Southington 2001 LLC and Framingham CE
2001 LLC and CE Bristol 2001 LLC and CE Sicklerville 2001 LLC and CE Greenville
2001 LLC, as sellers, and Inland Real Estate Acquisitions, Inc., Assignor,
as buyer (collectively, the “Agreement”), solely as the Agreement applies to
the sale and purchase of the property described by the Agreement, located in
Providence County, Cumberland, Rhode Island commonly known as Stop ‘N Shop
shopping center.


 


Assignor represents and warrants that it is the
buyer under the Agreement, and that it has not sold, assigned, transferred, or
encumbered such interest in any way to any other person or entity.  By acceptance hereof, Assignee accepts the
foregoing Assignment and agrees, from and after the date hereof, to (i) perform
all of the obligations of buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this instrument as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN CUMBERLAND, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI

  
	
   

  	
   

  	
  CUMBERLAND MEMBER, L.L.C., a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   member,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CUMBERLAND

  
	
   

  	
   

  	
  MEMBER II, L.L.C., a Delaware limited

  
	
   

  	
   

  	
  liability company, its Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
  TRUST, INC., a Maryland corporation, its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
											



 

















 


ASSIGNMENT


 


This Assignment is made as of the 8th day of June,
2006 by INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Assignor”) to and for the benefit of INLAND AMERICAN FRAMINGHAM, L.L.C., a Delaware limited
liability company (“Assignee”).


 


Assignor does hereby sell, assign, transfer, set
over and convey unto Assignee all of its right, title and interest as buyer
under that certain Agreement of Contribution dated as of February 24,
2006, as amended, and entered into by CE Cumberland 2001 LLC and Malden CE 2001
LLC and Swampscott CE 2001 LLC and CE Southington 2001 LLC and Framingham CE
2001 LLC and CE Bristol 2001 LLC and CE Sicklerville 2001 LLC and CE Greenville
2001 LLC, as sellers, and Inland Real Estate Acquisitions, Inc., Assignor,
as buyer (collectively, the “Agreement”), solely as the Agreement applies to
the sale and purchase of the property described by the Agreement, located in
Middlesex County, Framingham, Massachusetts commonly known as Stop ‘N Shop
shopping center.


 


Assignor represents and warrants that it is the
buyer under the Agreement, and that it has not sold, assigned, transferred, or
encumbered such interest in any way to any other person or entity.  By acceptance hereof, Assignee accepts the
foregoing Assignment and agrees, from and after the date hereof, to (i) perform
all of the obligations of buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this instrument as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN FRAMINGHAM, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI

  
	
   

  	
   

  	
  FRAMINGHAM MEMBER, L.L.C., a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   member,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN FRAMINGHAM

  
	
   

  	
   

  	
  MEMBER II, L.L.C., a Delaware limited

  
	
   

  	
   

  	
  liability company, its Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
  TRUST, INC., a Maryland corporation, its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
											



 

















 


ASSIGNMENT


 


This Assignment is made as of the 8th day of June,
2006 by INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Assignor”) to and for the benefit of INLAND AMERICAN GREENVILLE PLEASANTBURG, L.L.C., a Delaware
limited liability company (“Assignee”).


 


Assignor does hereby sell, assign, transfer, set
over and convey unto Assignee all of its right, title and interest as buyer
under that certain Agreement of Contribution dated as of February 24,
2006, as amended, and entered into by CE Cumberland 2001 LLC and Malden CE 2001
LLC and Swampscott CE 2001 LLC and CE Southington 2001 LLC and Framingham CE
2001 LLC and CE Bristol 2001 LLC and CE Sicklerville 2001 LLC and CE Greenville
2001 LLC, as sellers, and Inland Real Estate Acquisitions, Inc., Assignor,
as buyer (collectively, the “Agreement”), solely as the Agreement applies to
the sale and purchase of the property described by the Agreement, located in
Greenville County, Greenville, South Carolina commonly known as Bi-Lo shopping
center.


 


Assignor represents and warrants that it is the
buyer under the Agreement, and that it has not sold, assigned, transferred, or
encumbered such interest in any way to any other person or entity.  By acceptance hereof, Assignee accepts the
foregoing Assignment and agrees, from and after the date hereof, to (i) perform
all of the obligations of buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this instrument as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN GREENVILLE PLEASANTBURG, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI

  
	
   

  	
   

  	
  GREENVILLE PLEASANTBURG MEMBER, L.L.C., a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   member,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN GREENVILLE PLEASANTBURG

  
	
   

  	
   

  	
  MEMBER II, L.L.C., a Delaware limited

  
	
   

  	
   

  	
  liability company, its Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
  TRUST, INC., a Maryland corporation, its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
											



 

















 


ASSIGNMENT


 


This Assignment is made as of the 8th day of June,
2006 by INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Assignor”) to and for the benefit of INLAND AMERICAN MALDEN, L.L.C., a Delaware limited liability
company (“Assignee”).


 


Assignor does hereby sell, assign, transfer, set
over and convey unto Assignee all of its right, title and interest as buyer
under that certain Agreement of Contribution dated as of February 24,
2006, as amended, and entered into by CE Cumberland 2001 LLC and Malden CE 2001
LLC and Swampscott CE 2001 LLC and CE Southington 2001 LLC and Framingham CE
2001 LLC and CE Bristol 2001 LLC and CE Sicklerville 2001 LLC and CE Greenville
2001 LLC, as sellers, and Inland Real Estate Acquisitions, Inc., Assignor,
as buyer (collectively, the “Agreement”), solely as the Agreement applies to
the sale and purchase of the property described by the Agreement, located in
Middlesex County, Malden, Massachusetts commonly known as Stop ‘N Shop shopping
center.


 


Assignor represents and warrants that it is the
buyer under the Agreement, and that it has not sold, assigned, transferred, or
encumbered such interest in any way to any other person or entity.  By acceptance hereof, Assignee accepts the
foregoing Assignment and agrees, from and after the date hereof, to (i) perform
all of the obligations of buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this instrument as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN MALDEN, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI

  
	
   

  	
   

  	
  MALDEN MEMBER, L.L.C., a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   member,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN MALDEN

  
	
   

  	
   

  	
  MEMBER II, L.L.C., a Delaware limited

  
	
   

  	
   

  	
  liability company, its Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
  TRUST, INC., a Maryland corporation, its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
											



 

















 


ASSIGNMENT


 


This Assignment is made as of the 8th day of June,
2006 by INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Assignor”) to and for the benefit of INLAND AMERICAN SICKLERVILLE, L.L.C., a Delaware limited
liability company (“Assignee”).


 


Assignor does hereby sell, assign, transfer, set
over and convey unto Assignee all of its right, title and interest as buyer
under that certain Agreement of Contribution dated as of February 24,
2006, as amended, and entered into by CE Cumberland 2001 LLC and Malden CE 2001
LLC and Swampscott CE 2001 LLC and CE Southington 2001 LLC and Framingham CE
2001 LLC and CE Bristol 2001 LLC and CE Sicklerville 2001 LLC and CE Greenville
2001 LLC, as sellers, and Inland Real Estate Acquisitions, Inc., Assignor,
as buyer (collectively, the “Agreement”), solely as the Agreement applies to
the sale and purchase of the property described by the Agreement, located in
Camden County, Sicklerville, New Jersey commonly known as Stop ‘N Shop shopping
center.


 


Assignor represents and warrants that it is the
buyer under the Agreement, and that it has not sold, assigned, transferred, or
encumbered such interest in any way to any other person or entity.  By acceptance hereof, Assignee accepts the
foregoing Assignment and agrees, from and after the date hereof, to (i) perform
all of the obligations of buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this instrument as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN SICKLERVILLE, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI

  
	
   

  	
   

  	
  SICKLERVILLE MEMBER, L.L.C., a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   member,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN SICKLERVILLE

  
	
   

  	
   

  	
  MEMBER II, L.L.C., a Delaware limited

  
	
   

  	
   

  	
  liability company, its Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
  TRUST, INC., a Maryland corporation, its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
											



 

















 


ASSIGNMENT


 


This Assignment is made as of the 8th day of June,
2006 by INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Assignor”) to and for the benefit of INLAND AMERICAN SOUTHINGTON, L.L.C., a Delaware limited
liability company (“Assignee”).


 


Assignor does hereby sell, assign, transfer, set
over and convey unto Assignee all of its right, title and interest as buyer
under that certain Agreement of Contribution dated as of February 24,
2006, as amended, and entered into by CE Cumberland 2001 LLC and Malden CE 2001
LLC and Swampscott CE 2001 LLC and CE Southington 2001 LLC and Framingham CE
2001 LLC and CE Bristol 2001 LLC and CE Sicklerville 2001 LLC and CE Greenville
2001 LLC, as sellers, and Inland Real Estate Acquisitions, Inc., Assignor,
as buyer (collectively, the “Agreement”), solely as the Agreement applies to
the sale and purchase of the property described by the Agreement, located in
Hartford County, Southington, Connecticut commonly known as Stop ‘N Shop
shopping center.


 


Assignor represents and warrants that it is the
buyer under the Agreement, and that it has not sold, assigned, transferred, or
encumbered such interest in any way to any other person or entity.  By acceptance hereof, Assignee accepts the
foregoing Assignment and agrees, from and after the date hereof, to (i) perform
all of the obligations of buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this instrument as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN SOUTHINGTON, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI

  
	
   

  	
   

  	
  SOUTHINGTON MEMBER, L.L.C., a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   member,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN SOUTHINGTON

  
	
   

  	
   

  	
  MEMBER II, L.L.C., a Delaware limited

  
	
   

  	
   

  	
  liability company, its Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
  TRUST, INC., a Maryland corporation, its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
											



 

















 


ASSIGNMENT


 


This Assignment is made as of the 8th day of June,
2006 by INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Assignor”) to and for the benefit of INLAND AMERICAN SWAMPSCOTT, L.L.C., a Delaware limited
liability company (“Assignee”).


 


Assignor does hereby sell, assign, transfer, set
over and convey unto Assignee all of its right, title and interest as buyer
under that certain Agreement of Contribution dated as of February 24,
2006, as amended, and entered into by CE Cumberland 2001 LLC and Malden CE 2001
LLC and Swampscott CE 2001 LLC and CE Southington 2001 LLC and Framingham CE
2001 LLC and CE Bristol 2001 LLC and CE Sicklerville 2001 LLC and CE Greenville
2001 LLC, as sellers, and Inland Real Estate Acquisitions, Inc., Assignor,
as buyer (collectively, the “Agreement”), solely as the Agreement applies to
the sale and purchase of the property described by the Agreement, located in
Essex County, Swampscott, Massachusetts commonly known as Stop ‘N Shop shopping
center.


 


Assignor represents and warrants that it is the
buyer under the Agreement, and that it has not sold, assigned, transferred, or
encumbered such interest in any way to any other person or entity.  By acceptance hereof, Assignee accepts the
foregoing Assignment and agrees, from and after the date hereof, to (i) perform
all of the obligations of buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this instrument as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN SWAMPSCOTT, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI

  
	
   

  	
   

  	
  SWAMPSCOTT MEMBER, L.L.C., a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   member,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN SWAMPSCOTT

  
	
   

  	
   

  	
  MEMBER II, L.L.C., a Delaware limited

  
	
   

  	
   

  	
  liability company, its Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
  TRUST, INC., a Maryland corporation, its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its: