PREPARED BY:Assumption Agreement • August 24th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 24th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Georgia
THIS PURCHASE AND SALE AGREEMENT (together with all exhibits attached hereto and any and all amendments hereto made in accordance with the terms hereof, this “Agreement”) is made and entered into as of the 23rd day of December, 2010, by and among INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, its successors, legal representatives and permitted assigns (“Purchaser”) and MULLINS CROSSING, LLC, a Georgia limited liability company (“MC”) and MULLINS CROSSING OUT PARCELS, LLC, a Georgia limited liability company (“MCOP” and together with MC, collectively “Seller”).
ASSIGNMENTAssignment • August 24th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
This Assignment is made as of the 18th day of August, 2011 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Assignor”) to and for the benefit of INLAND DIVERSIFIED EVANS MULLINS OUTLOTS, L.L.C., a Delaware limited liability company (“Assignee”).
POST CLOSING AND INDEMNITY AGREEMENTClosing and Indemnity Agreement • August 24th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
This Post Closing and Indemnity Agreement (“Agreement”) is dated as of this 18th day of August, 2011 by and among INLAND DIVERSIFIED EVANS MULLINS, L.L.C., a Delaware limited liability company and INLAND DIVERSIFIED EVANS MULLINS OUTLOTS, L.L.C., a Delaware limited liability company (collectively, “Purchaser”) and MULLINS CROSSING, LLC, a Georgia limited liability company and MULLINS CROSSING OUT PARCELS, LLC, a Georgia limited liability company (collectively, “Seller”) in connection with the acquisition of Mullins Crossing shopping center, located in Evans, Georgia (the “Property”) as legally described in that certain Purchase and Sale Agreement dated December 23, 2010, as amended (the “Contract”) by and between Seller and Inland Real Estate Acquisitions, Inc. (“IREA”).
LIMITED PAYMENT GUARANTYInland Diversified Real Estate Trust, Inc. • August 24th, 2011 • Real estate investment trusts
THIS LIMITED PAYMENT GUARANTY ("Guaranty") is made as of August 18, 2011, by Inland Diversified Real Estate Trust, Inc., a Maryland corporation ("Principal") with a mailing address at c/o Inland Diversified Evans Mullins, LLC, 2901 Butterfield Road, Oak Brook, IL 60523, for the benefit of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS TRUSTEE, SUCCESSOR TO WELLS FARGO BANK, N.A., IN ITS CAPACITY AS TRUSTEE, FOR THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006 GG8, ITS SUCCESSORS AND ASSIGNS, with a mailing address c/o Wells Fargo Bank, N. A., Commercial Security Deed Servicing, 1901 Harrison Street, 2nd Floor, Oakland, CA 94612, ("Noteholder").
GUARANTY OF RECOURSE OBLIGATIONSInland Diversified Real Estate Trust, Inc. • August 24th, 2011 • Real estate investment trusts
ASSIGNMENTAssignment • August 24th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
This Assignment is made as of the 18th day of August, 2011 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Assignor”) to and for the benefit of INLAND DIVERSIFIED EVANS MULLINS, L.L.C., a Delaware limited liability company (“Assignee”).
ENVIRONMENTAL AND HAZARDOUS SUBSTANCE INDEMNIFICATION AGREEMENTEnvironmental and Hazardous Substance Indemnification Agreement • August 24th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
THIS ENVIRONMENTAL AND HAZARDOUS SUBSTANCE INDEMNIFICATION AGREEMENT (the "Agreement") is made to be effective as of August 18, 2011, by Inland Diversified Evans Mullins, L.L.C., a Delaware limited liability company ("Assumptor"), and Inland Diversified Real Estate Trust, Inc., a Maryland corporation (Assumptor and Inland Diversified Real Estate Trust, Inc. are hereinafter singularly and collectively referred to as the "Indemnitor").to and for the benefit of US BANK NATIONAL ASSOCIATION, as successor in interest to BANK OF AMERICA, NATIONAL ASSOCIATION, as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, as Trustee for the registered holders of GS MORTGAGE SECURITIES CORPORATION II, Commercial Mortgage Pass-Through Certificates Series 2006 GG8, having its principal place of business c/o Wells Fargo Bank, N. A., Commercial Mortgage Servicing, 1901 Harrison Street, 2nd Floor, Oakland, CA 94612, (referred to herein as the "Noteholder" or "Indemnitee").
