PURCHASE AND SALE AGREEMENT BETWEEN U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP (“SELLER”) AND KRG DEVELOPMENT, LLC (“BUYER”) FOR FOUNTAIN OAKS SHOPPING CENTER, ATLANTA, GEORGIA March 3, 2005

Exhibit 10.6

PURCHASE AND SALE AGREEMENT

BETWEEN

U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP

(“SELLER”)

AND

KRG DEVELOPMENT, LLC (“BUYER”)

FOR

▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

March 3, 2005

SCHEDULE OF EXHIBITS

Exhibit “A”	Property Description

Exhibit “B”	List of Personal Property

Exhibit “C”	List of Existing Commission Agreements and Management Agreement

Exhibit “D”	Form of Escrow Agreement

Exhibit “E”	List of Existing Environmental Reports

Exhibit “F”	Rent Roll

Exhibit “G”	Exception Schedule

Exhibit “H”	List of Operating Agreements

Exhibit “I”	Form of Tenant Estoppel Certificate

Exhibit “J”	Property Tax Appeals

Exhibit “K”	Unpaid Tenant Inducement Costs and Leasing Commissions re current tenants for which Seller is responsible

Exhibit “L”	Due Diligence Materials Received by Purchaser

SCHEDULE OF CLOSING DOCUMENTS

Schedule 1	Form of Limited Warranty Deed

Schedule 2	Form of Assignment and Assumption of Leases and Security Deposits and Leasing Commission Obligations arising after Closing

Schedule 2.4	Master Lease

Schedule 3	Form of ▇▇▇▇ of Sale to Personal Property

Schedule 4	Form of Assignment and Assumption of Operating Agreements

Schedule 5	Form of General Assignment of Seller’s Interest in Intangible Property

Schedule 4.1(m)	Disclosure of Condemnation

Schedule 6	Form of Seller’s Affidavit (for Purchaser’s Title Insurance Purposes)

Schedule 7	Form of Seller’s Certificate (as to Seller’s Representations and Warranties)

Schedule 8	Form of Seller’s FIRPTA Affidavit

Schedule 9	Affidavit of Seller’s Residence

Schedule 10	Form of Purchaser’s Certificate (as to Purchaser’s Representations and Warranties)

Schedule 11	Form of Seller’s Estoppel (as to Leases)

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), made and entered into this 3^rd day of March, 2005, by and between U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), and KRG DEVELOPMENT, LLC, an Indiana limited liability company (“Purchaser”).

W I T N E S E T H:

WHEREAS, Seller desires to sell certain improved real property commonly known as “Fountain Oaks Shopping Center” located in Atlanta, Georgia (the “Shopping Center”) together with certain related personal and intangible property, and Purchaser desires to purchase such real, personal and intangible property; and

WHEREAS, the parties hereto desire to provide for said sale and purchase on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE 1.

DEFINITIONS

For purposes of this Agreement, each of the following capitalized terms shall have the meaning ascribed to such terms as set forth below:

“Additional ▇▇▇▇▇▇▇ Money” shall mean the sum of One Hundred Seventy Five Thousand and No/100 Dollars ($175,000.00 U.S.).

“Ancillary Closing Documents” shall mean, collectively, the Assignment and Assumption of Leases, the Assignment and Assumption of Operating Agreements, the General Assignment, and the Seller’s Certificate.

“Assignment and Assumption of Leases” shall mean the form of assignment and assumption of Leases and Security Deposits and obligations under the Commission Agreements to be executed and delivered by Seller and Purchaser at the Closing in the form attached hereto as SCHEDULE 2.

“Assignment and Assumption of Operating Agreements” shall mean the form of assignment and assumption of the Operating Agreements to be executed and delivered by Seller and Purchaser at the Closing in the form attached hereto as SCHEDULE 4.

“▇▇▇▇ of Sale” shall mean the form of ▇▇▇▇ of sale to the Personal Property to be executed and delivered by Seller to Purchaser at the Closing in the form attached hereto as SCHEDULE 3.

“Broker” shall have the meaning ascribed thereto in Section 10.1 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banking institutions in the State of Georgia are authorized by law or executive action to close.

“Closing” shall mean the consummation of the purchase and sale of the Property pursuant to the terms of this Agreement.

“Closing Date” shall have the meaning ascribed thereto in Section 2.6 hereof.

“Commission Agreements” shall have the meaning ascribed thereto in Section 4.1(f) hereof, and such agreements are more particularly described on EXHIBIT “C” attached hereto and made a part hereof.

“Due Diligence Material” shall have the meaning ascribed thereto in Section 3.7 hereof.

“▇▇▇▇▇▇▇ Money” shall mean the Initial ▇▇▇▇▇▇▇ Money, together with any Additional ▇▇▇▇▇▇▇ Money actually paid by Purchaser to Escrow Agent hereunder, and together with all interest which accrues thereon as provided in Section 2.3(c) hereof and in the Escrow Agreement.

“Effective Date” shall mean the last date upon which the following shall have occurred: (a) Purchaser and Seller shall have delivered at least two (2) fully executed counterparts of this Agreement to the other, (b) Purchaser, Seller and Escrow Agent shall have executed and delivered at least one (1) fully executed counterpart of the Escrow Agreement to each other party, and (c) Purchaser shall have delivered the Initial ▇▇▇▇▇▇▇ Money (by federal wire transfer or delivery of Purchaser’s check made payable to Escrow Agent) to Escrow Agent.

“Environmental Law” shall mean any law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution or substances or materials which are considered to be hazardous or toxic, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act, any state and local environmental law, all amendments and supplements to any of the foregoing and all regulations and publications promulgated or issued pursuant thereto.

“Escrow Agent” shall mean the Title Company, at its office at Indianapolis, Indiana.

“Escrow Agreement” shall mean that certain Escrow Agreement in the form attached hereto as EXHIBIT “D” entered into contemporaneously with the execution and delivery of this Agreement by Seller, Purchaser and Escrow Agent with respect to the ▇▇▇▇▇▇▇ Money.

“Existing Environmental Reports” shall mean those certain reports, correspondence and related materials, if any, more particularly described on EXHIBIT “E” attached hereto and made a part hereof.

“Existing Lender” shall mean Metropolitan Life Insurance Company.

“Existing Loan” shall mean that certain loan from Existing Lender, secured by a Deed to Secure Debt encumbering Fountain Oaks, that shall be assumed by Purchaser or such other credit-worthy entity affiliated with Purchaser as may be approved by Existing Lender.

“Existing Survey” shall mean that certain survey with respect to the Land and the Improvements prepared by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, LS, Georgia Land Surveyor No. 1901 dated November 21, 2003 as Job Number 03-325.

“FIRPTA Affidavit” shall mean the form of FIRPTA Affidavit to be executed and delivered by Seller to Purchaser at Closing in the form attached hereto as SCHEDULE 8.

“First Title Notice” shall have the meaning ascribed thereto in Section 3.4 hereof.

“General Assignment” shall have the meaning ascribed thereto in Section 5.1(g) hereof.

“Hazardous Substances” shall mean any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized under any Environmental Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam insulation, petroleum and polychlorinated biphenyls).

“Improvements” shall mean all buildings, structures and improvements now or on the Closing Date situated on the Land, including without limitation, all parking areas and facilities, improvements and fixtures located on the Land.

“Initial ▇▇▇▇▇▇▇ Money” shall mean the sum of Two Hundred Ten Thousand and No/100 Dollars ($210,000.00 U.S.).

“Inspection Period” shall mean the period commencing on February 10, 2005 and expiring at 5:00 P.M. Eastern Standard Time on April 15, 2005.

“Intangible Property” shall mean all intangible property, if any, owned by Seller and related to the Land and Improvements, including without limitation, Seller’s rights and interests, if any, in and to the following (to the extent assignable): (i) the name “Fountain Oaks Shopping Center”, (ii) all assignable plans and specifications and other architectural and engineering drawings for the Land and Improvements; (iii) all assignable warranties or guaranties given or made in respect of the Improvements or Personal Property; (iv) all transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or Improvements; and (v) all of Seller’s right, title and interest in and to all assignable Operating Agreements that Purchaser agrees to assume (or is deemed to have agreed to assume).

“Land” shall mean that certain tract or parcel of real property located in ▇▇▇▇▇▇ County, Georgia which is more particularly described on EXHIBIT “A” attached hereto and made a part hereof, together with all rights, privileges and easements appurtenant to said real property, and all right, title and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley or right-of-way, open or closed, adjacent to or abutting the Land.

“Lease” and “Leases” shall mean all of the leases or occupancy agreements affecting of Property, including: (i) those in effect on the Effective Date which are more particularly identified on EXHIBIT “F” attached hereto, and; (ii) any amended or new leases entered into pursuant to Section 4.3(a) of this Agreement, which as of the Closing affect all or any portion of the Land or Improvements.

“Management Agreement” shall have the meaning ascribed thereto in Section 4.1(f) hereof and is more particularly described on EXHIBIT “C” attached hereto and made a part hereof.

“Monetary Objection “ or “Monetary Objections” shall mean (a) any mortgage, deed to secure debt, deed of trust or similar security instrument encumbering all or any part of the Property (other than the security deed and other instruments securing the Existing Loan, all of which shall be Permitted Exceptions), (b) any mechanic’s, materialman’s or similar lien (unless resulting from any act or omission of Purchaser or any of its agents, contractors, representatives or employees), (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Property which are due and payable, and (d) any judgment of record against Seller in the county or other applicable jurisdiction in which the Property is located.

“Operating Agreements” shall mean all those certain contracts and agreements more particularly described on EXHIBIT ”H” attached hereto and made a part hereof relating to the repair, maintenance or operation of the Land, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases.

“Other Notices of Sale” shall have the meaning ascribed thereto in Section 5.1(s) hereof.

“Permitted Exceptions” shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent, (b) the Leases, and (c) such other easements, restrictions and encumbrances that do not constitute Monetary Objections and which Purchaser has not objected to, in writing, prior to the expiration of the Inspection Period.

“Personal Property” shall mean all furniture (including common area furnishings and interior landscaping items), carpeting, draperies, appliances, personal property (excluding any computer software which either is licensed to Seller or Seller deems proprietary), machinery, apparatus and equipment owned by Seller and currently used exclusively in the operation, repair and maintenance of the Land and Improvements and situated thereon, as generally described on EXHIBIT “B” attached hereto and made a part hereof, and all books, records and files (excluding any appraisals, budgets, strategic plans for the Property, internal analyses, information regarding

the marketing of the Property for sale, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller or Seller’s property manager which Seller deems proprietary) relating to the Land and Improvements. The Personal Property does not include any property owned by tenants, contractors or licensees, and shall be conveyed by Seller to Purchaser subject to depletions, replacements and additions in the ordinary course of Seller’s business.

“Property” shall have the meaning ascribed thereto in Section 2.1 hereof.

“Purchase Price” shall be the amount specified in Section 2.4 hereof.

“Purchaser’s Certificate” shall have the meaning ascribed thereto in Section 5.2(d) hereof.

“Rent Roll” shall mean EXHIBIT “F” attached to this Agreement and made a part hereof.

“Security Deposits” shall mean any security deposits, rent or damage deposits, or similar amounts (other than rent paid for the month in which the Closing occurs) which the Tenants are required to deposit with Seller pursuant to the Leases (except to the extent that a Tenant may agree in a Tenant Estoppel Certificate that a security deposit was required under their lease but not deposited, in whole or part.)

“Seller’s Affidavit” shall mean the form of owner’s affidavit to be given by Seller at Closing to the Title Company in the form attached hereto as SCHEDULE 6, provided that it is sufficient to cause the Title Company to delete the standard exceptions to the final title policy issued from the Title Commitment.

“Seller’s Certificate” shall mean the form of certificate to be executed and delivered by Seller to Purchaser at the Closing with respect to the truth and accuracy of Seller’s warranties and representations contained in this Agreement (modified and updated as the circumstances require), in the form attached hereto as SCHEDULE 7.

“Seller’s Estoppel” shall mean the form of estoppel that may be executed and delivered by Seller at Closing in substantially the form attached hereto as SCHEDULE 11, as contemplated in Section 6.1(d) hereof.

“Survey” and “Surveys” shall have the meaning ascribed thereto in Section 3.4 hereof.

“Taxes” shall have the meaning ascribed thereto in Section 5.4(a) hereof.

“Tenant Estoppel Certificate” or “Tenant Estoppel Certificates” shall mean certificates to be sought from the tenants under the Leases in substantially the form attached hereto as EXHIBIT “I”; provided, however, if any Lease provides for the form or content of an estoppel certificate from the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein.

“Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, but without limitation, tenant improvement costs, lease buyout payments, and moving, design, refurbishment and club membership allowances and costs. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being understood and agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date.

“Tenant Notices of Sale” shall have the meaning ascribed thereto in Section 5.1(r) hereof.

“Title Company” shall mean Chicago Title Insurance Company.

“Title Commitment” shall have the meaning ascribed thereto in Section 3.4 hereof.

“Warranty Deed” shall mean the forms of deeds attached hereto as SCHEDULE 1.

ARTICLE 2.

PURCHASE AND SALE

2.1. Agreement to Sell and Purchase. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase, the following property (collectively, the “Property”):

(a) the Land;

(b) the Improvements;

(c) all of Seller’s right, title and interest in and to the Leases, any guaranties of the Leases and the Security Deposits;

(d) the Personal Property; and

(e) the Intangible Property.

2.2. Permitted Exceptions. The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions.

2.3. ▇▇▇▇▇▇▇ Money.

(a) Within three (3) business days after Purchaser’s execution and delivery of this Agreement, Purchaser shall deliver the Initial ▇▇▇▇▇▇▇ Money to Escrow Agent by federal wire transfer or by Purchaser’s check, payable to Escrow Agent, which Initial ▇▇▇▇▇▇▇ Money shall be held and released by Escrow Agent in accordance with the terms of the Escrow Agreement.

(b) Within three (3) business days after the last day of the Inspection Period, Purchaser shall deposit the Additional ▇▇▇▇▇▇▇ Money with Escrow Agent. The parties hereto

mutually acknowledge and agree that time is of the essence in respect of Purchaser’s timely deposit of the Additional ▇▇▇▇▇▇▇ Money with Escrow Agent and that if Purchaser fails to deposit the Additional ▇▇▇▇▇▇▇ Money with Escrow Agent in the time period set forth above, this Agreement shall terminate, and Escrow Agent shall return the Initial ▇▇▇▇▇▇▇ Money to Purchaser, and neither party hereto shall have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the termination of this Agreement.

(c) The ▇▇▇▇▇▇▇ Money shall be applied to the Purchase Price at the Closing and shall otherwise be held, refunded, or disbursed in accordance with the terms of the Escrow Agreement and this Agreement. All interest and other income from time to time earned on the Initial ▇▇▇▇▇▇▇ Money and the Additional ▇▇▇▇▇▇▇ Money shall be earned for the account of Purchaser, and shall be a part of the ▇▇▇▇▇▇▇ Money; and the ▇▇▇▇▇▇▇ Money hereunder shall be comprised of the Initial ▇▇▇▇▇▇▇ Money, the Additional ▇▇▇▇▇▇▇ Money and all such interest and other income.

2.4. Purchase Price. Subject to adjustment and credits as otherwise specified in this Section 2.4 and elsewhere in this Agreement, the purchase price (the “Purchase Price”) to be paid by Purchaser to Seller for the Property shall be Twenty Five Million Seven Hundred Fifty Thousand and No/100 Dollars ($25,750,000 U.S.). The Purchase Price shall be paid by Purchaser to Seller at the Closing as follows:

(a) The ▇▇▇▇▇▇▇ Money shall be paid by Escrow Agent to Seller at Closing;

(b) Purchaser shall assume the Existing Loan; and

(c) An amount equal to the Purchase Price, less the ▇▇▇▇▇▇▇ Money, shall be paid by Purchaser to Seller at the Closing by wire transfer of immediately available federal funds to an account designated by Seller, subject to prorations, adjustments and credits as otherwise specified in this Agreement..

Seller represents that it is in advanced negotiations with a tenant to take 6,325 square feet of space in the Shopping Center at initial base rent of $12.00 per square foot with three percent (3%) annual escalations for a term of 10 years. In the event that a tenant has not begun paying rent pursuant to a lease containing terms substantially similar to those described herein on or before June 1, 2005, then Seller shall enter into a master lease in the form attached hereto as Schedule 2.4 whereby Seller shall rent from Purchaser the 6,325 square feet of space on the terms described therein (the “Master Lease”). The provisions of this paragraph shall survive Closing.

2.5. Independent Contract Consideration. In addition to, and not in lieu of the delivery to Escrow Agent of the Initial ▇▇▇▇▇▇▇ Money, Purchaser shall deliver to Seller, concurrently with Purchaser’s execution and delivery of this Agreement to Seller, Purchaser’s check, payable to the order to Seller, in the amount of One Hundred and No/100 Dollars ($100.00). Seller and Purchaser hereby mutually acknowledge and agree that said sum represents adequate bargained for consideration for Seller’s execution and delivery of this Agreement and Purchaser’s right to inspect the Property pursuant to Article III. Said sum is in

addition to and independent of any other consideration or payment provided for in this Agreement and is nonrefundable in all events.

2.6. Closing. The consummation of the sale by Seller and purchase by Purchaser of the Property (the “Closing”) shall be conducted by depositing the closing deliveries set forth in Article 5 hereof with the Escrow Agent on or before the date which is the later to occur of (a) thirty (30) days following the end of the Inspection Period, or (b) such date on which the Existing Lender has consented to Purchaser’s assumption of the Existing Loan, provided, however, that in the event that the Existing Lender has not consented to Purchaser’s assumption of the Existing Loan within sixty (60) days after the expiration of the Inspection Period, Seller may terminate this Agreement by providing written notice to the Purchaser, and, so long as Existing Lender’s failure or refusal to approve Purchaser’s assumption of the Existing Loan does not result from Purchaser’s violation of the covenant set forth in Section 4.5 hereof, Purchaser shall receive a return of the ▇▇▇▇▇▇▇ Money.

ARTICLE 3.

PURCHASER’S INSPECTION AND REVIEW RIGHTS

3.1. Due Diligence Inspections.

(a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection.

(b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the ▇▇▇▇▇▇▇ Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement.

(c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to

substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

3.2. Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records.

(a) Purchaser acknowledges receipt of the documents listed on Exhibit L, attached hereto and made a part hereof and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except for the following, or as otherwise set forth elsewhere in this Agreement:

(i) Copies of current Property tax bills and assessor’s statements of current assessed value.

(ii) Copies of Property operating statements for the past 24 months.

(iii) Copies of utility bills for the Properties (to the extent Seller is billed) for the past six (6) months.

(iii) 2005 Operating Budget with respect to the Properties.

(iv) Copies of all Leases, guarantees, any amendments and letter agreements relating thereto existing as of the Effective Date.

(v) An aged tenant receivable report, if any, regarding income from the tenants.

(vi) Most recent monthly tenant, tax and CAM billing statements and year end operating expense reconciliations and general ledger for the past 24 months.

(vii) All Operating Agreements currently in place at the Properties.

(viii) A copy of Seller’s (or its affiliate’s) current policies of title insurance with respect to the Land and Improvements, including, if available, copies of all Schedule B-2 exception documents.

(ix) A copy of the Existing Surveys.

(b) From the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall allow Purchaser and Purchaser’s representatives, on reasonable advance notice and during normal business hours, to have access to Seller’s existing books, records and files relating to the Property at Seller’s office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in Seller’s possession), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, strategic plans for the Property, internal analyses, information regarding the marketing of the Property for sale, submissions relating to Seller’s obtaining of corporate authorization, attorney and accountant work product, or attorney-client privileged documents. Purchaser acknowledges and agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership (except with respect to the Leases), enforceability, accuracy (only with respect to third party reports), adequacy or completeness (except with respect to the Leases and Operating Agreements) or otherwise of any of such records, evaluations, data, investigations, reports, cost estimates or other materials. If the Closing contemplated hereunder fails to take place for any reason, Purchaser shall promptly (and as a condition to the refund of the ▇▇▇▇▇▇▇ Money) return all copies of materials copied from Seller’s books, records and files relating to the Property. It is understood and agreed that Seller shall have no obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in Seller’s possession. Subject to the foregoing, Seller agrees to make available to Purchaser for inspection and copying, without limitation, the following books, records and files relating to the Property, all to the extent the same are in Seller’s possession:

(i) Tenant Information. Copies of the Leases, guarantees, any amendments, or letter agreements, and any financial statements or other financial information of any tenants under the Leases (and the Lease guarantors, if

any), written information relative to the tenants’ payment histories, and tenant correspondence, to the extent Seller has the same in its possession;

(ii) Commission Agreements. Copies of the Commission Agreements;

(iii) Plans. All available construction plans and specifications in Seller’s possession relating to the development, condition, repair and maintenance of the Property, the Improvements and the Personal Property;

(iv) Reports. Copies of all third party analyses, compilations, data, studies, reports, or other information or documents relating to the physical and/or environmental condition of the Property and/or the Improvements, if any;

(v) Permits; Licenses. Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the use, occupancy or operation of the Property; and

(vi) Operating Costs and Expenses. All available records of any operating costs and expenses for the Property in Seller’s possession.

3.3. Condition of the Property.

(a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property.

(b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed or located on the Property after the date of Closing, unless such claims or

liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.

3.4. Title and Survey. Promptly upon execution of this Agreement, Purchaser may order at its expense, from the Title Company a preliminary title commitment with respect to the Property (the “Title Commitment”). Purchaser shall direct the Title Company to send a copy of the Title Commitment to Seller. Promptly upon execution of this Agreement, Purchaser may arrange, also at its expense, for the preparation of one or more updates of the Existing Survey (each and together, the “Survey”). Purchaser likewise shall make copies of any such Survey available to Seller prior to Closing. Purchaser shall have until the end of the Inspection Period to give written notice (the “First Title Notice”) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in any Survey or otherwise in Purchaser’s examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title first appearing of record after the effective date of any updated title commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Commitment or the initial Survey. Seller shall have the right, but not the obligation (except as to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (5) Business Days after receipt of Purchaser’s First Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing of up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Purchaser). Notwithstanding the above, if such exceptions mentioned in clause (ii) above were entered into by Seller after the Effective Date hereof and Purchaser elects to proceed to Closing, Seller shall have the affirmative obligation to cure such exceptions before Closing and Purchaser shall not take subject to them. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to cure or satisfy all Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing for such purpose.

3.5. Operating Agreements. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements to the extent any relates to the Property, except for those Operating Agreements, if any, that Purchaser agrees, prior to Closing, to assume.

3.6. Termination of Agreement. Purchaser shall have until the expiration of the Inspection Period to determine, in Purchaser’s sole opinion and discretion, the suitability of the Property for acquisition by Purchaser or Purchaser’s permitted assignee. Purchaser shall have the right to terminate this Agreement at any time on or before said time and date of expiration of the Inspection Period by giving written notice to Seller of such election to terminate. If Purchaser so elects to terminate this Agreement pursuant to this Section 3.6, Escrow Agent shall pay the Initial ▇▇▇▇▇▇▇ Money to Purchaser, whereupon, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement. Any termination of this Agreement shall constitute an automatic termination of the Related Agreements (defined in Section 6.2(e) hereof). If Purchaser fails to so terminate this Agreement prior to the expiration of the Inspection Period, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 3.6.

3.7. Confidentiality. All information acquired by Purchaser or any of its designated representatives (including by way of example, but not in limitation, the officers, directors, shareholders and employees of Purchaser, and Purchaser’s engineers, consultants, counsel and potential lenders, and the officers, directors, shareholders and employees of each of them) with respect to the Property, whether delivered by Seller or any of Seller’s representatives or obtained by Purchaser as a result of its inspection and investigation of the Property, examination of Seller’s books, records and files in respect of the Property, or otherwise (collectively, the “Due Diligence Material”) shall be used solely for the purpose of determining whether the Property is suitable for Purchaser’s acquisition and ownership thereof and for no other purpose whatsoever. The terms and conditions which are contained in this Agreement and all Due Diligence Material which is not published as public knowledge or which is not generally available in the public domain shall be kept in strict confidence by Purchaser and shall not be disclosed to any individual or entity other than to those authorized representatives of Purchaser who need to know the information for the purpose of assisting Purchaser in evaluating the Property for Purchaser’s potential acquisition thereof; provided however, that Purchaser shall have the right to disclose any such information if required by applicable law or as may be necessary in connection with any court action or proceeding with respect to this Agreement. Purchaser shall and hereby agrees to indemnify and hold Seller harmless from and against any and all loss, liability, cost, damage or expense that Seller may suffer or incur (including, without limitation, reasonable attorneys’ fees actually incurred) as a result of the unpermitted disclosure or use of any of the Due Diligence Material to any individual or entity other than an appropriate representative of Purchaser and/or the use of any Due Diligence Material for any purpose other than as herein contemplated and permitted. If Purchaser elects to terminate this Agreement pursuant to any provision hereof permitting such termination, or if the Closing contemplated hereunder fails to occur for any reason, Purchaser will promptly return to Seller all Due Diligence Material in the possession of Purchaser and any of its representatives, and destroy all copies, notes or abstracts or extracts thereof, as well as all copies of any analyses, compilations, studies or other documents prepared by Purchaser or for its use (whether in written or electronic form) containing

or reflecting any Due Diligence Material. In the event of a breach or threatened breach by Purchaser or any of its representatives of this Section 3.7, Seller shall be entitled, in addition to other available remedies, to an injunction restraining Purchaser or its representatives from disclosing, in whole or in part, any of the Due Diligence Material and any of the terms and conditions of this Agreement. Nothing contained herein shall be construed as prohibiting or limiting Seller from pursuing any other available remedy, in law or in equity, for such breach or threatened breach. The provisions of this Section shall survive the termination of this Agreement, unless the Closing occurs. Notwithstanding the foregoing, Seller acknowledges that Purchaser is a real estate investment trust subject to regulation by the Securities and Exchange Commission (the “SEC”) and hereby gives Purchase permission to file such disclosures as its attorneys or auditors advise it to file with the SEC upon entering into the Agreement and upon Closing, including a copy of the Agreement itself with the SEC.

ARTICLE 4.

REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS

4.1. Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Purchaser:

(a) Organization, Authorization and Consents. Seller is a duly organized and validly existing limited partnership under the laws of the State of Delaware. Seller has the right, power and authority to enter into this Agreement and to convey the Property in accordance with the terms and conditions of this Agreement, to engage in the transactions contemplated in this Agreement and to perform and observe the terms and provisions hereof.

(b) Action of Seller, Etc. Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by Seller on or prior to the Closing, this Agreement and such document shall constitute the valid and binding obligation and agreement of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

(c) No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property or any portion thereof pursuant to the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Seller is bound.

(d) Litigation. To Seller’s knowledge, Seller has received no written notice that any investigation, action or proceeding is pending or threatened, which (i) if determined adversely to Seller, materially and adversely affects the use or value of the Property, or (ii) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (iii) involves condemnation or eminent domain proceedings involving the Property or any portion thereof.

(e) Existing Leases. There are no leases, licenses, or other occupancy agreements affecting any portion of the Property other than the Leases identified on Exhibit F. There are no lease term letters or leases delivered for execution to prospective tenants of the Property except for prospective lease transactions that, although at one time actively pursued, are not currently being pursued by Seller. The information contained in Exhibit F is true and correct. The copies of the Leases furnished by the Seller to the Purchaser are true and complete copies. Other than items included in Seller’s lease files which Seller has made available to Purchaser, Seller has executed no side letters or other understandings concerning the Leases. The Leases are in full force and effect, without any material default by the Seller or, to Seller’s knowledge, by any tenant thereunder. Except as set forth in Exhibit F All tenants required to pay rent or additional rent as of the Effective Date have paid such sums in full without set-off or counterclaim. Seller has not given or received any notice of default which remains uncured or unsatisfied with respect to any of the Leases. Seller has not granted to any tenant under a Lease or any other person or entity an option, right of first refusal, or right to purchase the Property or any part thereof or interest therein which is not contained in a recorded document listed as a Permitted Exception or in a Lease. All Security Deposits are set forth on Exhibit F. There are no Tenant Inducement Costs other than as set forth in Exhibit K.

(f) Leasing Commissions. To Seller’s knowledge, (i) there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof other than as disclosed in EXHIBIT “C” attached hereto (the “Commission Agreements”), and (ii) there are no agreements currently in effect relating to the management and leasing of the Property other than as disclosed on said EXHIBIT ”C” (the “Management Agreement”); and that all leasing commissions, brokerage fees and management fees accrued or due and payable under the Commission Agreements and the Management Agreement, as of the date hereof and at the Closing have been or shall be paid in full; and that Seller shall deliver termination notices with regard to the Management Agreement at Closing (unless Purchaser elects to assume such Management Agreement) at no cost to Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser shall be responsible for the payment of all leasing commissions payable for (A) any new leases entered into after the Effective Date that have been approved (or deemed approved) by Purchaser, and (B) the renewal, expansion or extension of any Leases existing as of the Effective Date and exercised or effected after the Effective Date, and Purchaser shall pay to the manager under the Management Agreement leasing commissions with respect to leases entered into (or expansions, renewals or extensions effected) by Purchaser within thirty (30) days after the Closing Date with the tenants or prospective tenants listed in item IV of EXHIBIT ”C” hereto and approved by Purchaser.

(g) Taxes and Assessments. Except as may be set forth on EXHIBIT “J” attached hereto and made a part hereof, Seller has not filed, and has not retained anyone to file, notices of protests against, or to commence action to review, real property tax assessments against the Property. To Seller’s actual knowledge, there are no performance, payment, maintenance, or other bonds outstanding or due to be posted to any state or local government respecting the development or operation of the Property or the roads or utilities serving the same. To Seller’s actual knowledge, all assessments, impact fees, or other similar state or local financial

obligations have been paid in full and Seller is unaware of any other such obligations pending or threatened with respect to the Property.

(h) Environmental Matters. Except as may be set forth in the Existing Environmental Reports or as otherwise disclosed on Exhibit E: (i) Seller has not engaged in the generation, use, manufacture, treatment, storage, or disposal of any Hazardous Substance on the Property in violation of any Environmental Law, as hereinafter defined; (ii) Seller has not received written notification that any governmental or quasi-governmental authority that there are any violations of any Environmental Law with respect to the Property, nor has Seller received any written notice that any governmental or quasi-governmental authority is contemplating an investigation of the Property, with respect to a violation or suspected violation of any Environmental Law, (iii) and Seller has not received written notice that any third party has engaged in the generation, use, manufacture, treatment, storage, or disposal of any Hazardous Substance on the Property in violation of any Environmental Law.

(i) Compliance with Laws. There are no pending lawsuits against Seller with regard to the construction, development, use, or operation of the Property. To Seller’s actual knowledge, and except as set forth on EXHIBIT “G”, there are no actions, suits, or proceedings before any court or governmental authority, affecting the Property or which may affect Seller’s ability to perform its obligations under this Agreement, nor has Seller received an express written threat of litigation with regard to the Property within the last ninety (90) days.

(j) Easements and Other Agreements. To Seller’s knowledge, Seller has not received any written notice of Seller’s default in complying with the terms and provisions of any of the covenants, conditions, restrictions or easements constituting a Permitted Exception.

(k) Other Agreements. To Seller’s knowledge, except for the Leases, the Commission Agreements, the Management Agreement and the Permitted Exceptions, there are no leases, Operating Agreements, management agreements, brokerage agreements, leasing agreements or other agreements or instruments in force or effect that grant to any person or any entity any right, title, interest or benefit in and to all or any part of the Property or any rights relating to the use, operation, management, maintenance or repair of all or any part of the Property which will survive the Closing or be binding upon Purchaser other than those which Purchaser has agreed in writing to assume prior to the expiration of the Inspection Period. There are no material defaults by Seller under the agreements referred to in this subsection (k) and, to Seller’s knowledge, there are no material defaults by any other party to such agreements.

(l) Seller Not a Foreign Person. Seller is not a “foreign person” which would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.

(m) Condemnation. Except as set forth in Schedule 4.1(m) Seller has received no written notice of the commencement of any proceedings for taking by condemnation or eminent domain of any part of the Property, nor does Seller have any actual knowledge of threatened proceedings for taking by condemnation or eminent domain of any part of the Property.

(n) Employees. Seller has no employees to whom by virtue of such employment Purchaser will have any obligation after the Closing.

(o) Property Information. All contracts, guarantees, warranties, and all other books, records, contracts or other like documentation delivered to Purchaser by Seller pursuant to this Agreement or in connection with the execution hereof are accurate, true, correct, and complete copies of Seller’s copies of those materials.

(p) Mechanic’s Liens. To Seller’s knowledge, other than as set forth in the Title Commitments, there are no mechanic’s liens or any matters or disputes as of the Closing Date which, if such matters and disputes are not resolved on or before the Closing Date, could ripen into mechanic’s liens relating to the Property.

(q) Zoning. The Property is properly zoned for its present use and, to Seller’s knowledge, there presently exist no violations of any applicable zoning ordinance, covenants, commitments, conditions or restrictions.

(r) Utilities and Access. The Property has adequate and permanent legal access to water and electrical supply, storm, and sanitary sewage facilities, other required public utilities (with respect to each of the aforementioned items, by means of either a direct connection to the source of such utilities or through connections available on publicly dedicated roadways directly abutting the Property), parking, and means of access between the Property and public highways and roads over recognized curb cuts for each Property’s current use.

Seller acknowledges that Purchaser is relying on the representations and warranties made by Seller in this Section 4.1. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed remade by Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date, subject to Seller’s right to update such representations and warranties by written notice to Purchaser and in Seller’s certificate to be delivered pursuant to Section 5.1(i) hereof. All representations and warranties made in this Agreement by Seller shall survive the Closing for a period of one (1) year, and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Purchaser gives Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Seller with respect thereto within ninety (90) days after the giving of such notice.

Notwithstanding anything to the contrary contained in this Section 4.1, in no event shall Seller’s total liability for any breach or breaches of the representations or warranties made in this Agreement exceed, in the aggregate, Seven Hundred and Fifty Thousand and No/100 Dollars ($750,000 US). In no event shall Seller be liable for, nor shall Purchaser seek, any consequential, indirect or punitive damages; and in no event shall any claim for a breach of any representation or warranty of Seller be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to the Closing or which was contained in the materials set forth on Exhibit L.

Except as otherwise expressly provided in this Section 4.1 or this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by Seller, on Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenants or the Property, and any other information pertaining to the Property or the market and physical environments in which the Property is located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchaser’s own consultants and representatives with respect to the physical, environmental, economic and legal condition of the Property and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Section 4.1 or elsewhere in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on Seller’s behalf. Purchaser has inspected or shall inspect the Property and is or shall be fully familiar with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its “as is” condition, “with all faults,” on the Closing Date. The provisions of the foregoing three (3) paragraphs of this Section shall survive the Closing.

4.2. Knowledge Defined. All references in this Agreement to the “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall refer only to the actual knowledge of ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the property manager) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the asset manager) who have been actively involved in the management of Seller’s business in respect of the Property in the capacities of representatives of BVT Management Services, Inc., an affiliate of Seller. The terms “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Seller, or any of their respective affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of the individuals named above arising out of any representations or warranties made herein or otherwise.

4.3. Covenants and Agreements of Seller.

(a) Leasing Arrangements. During the pendency of this Agreement, Seller will not enter into any lease affecting the Property, or modify or amend in any material respect, or terminate, any of the existing Leases without Purchaser’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless denied by written notice to Seller given within five (5) Business Days after Purchaser’s receipt of Seller’s written request therefor, each of which requests shall be

accompanied by a copy of any proposed modification or amendment of an existing Lease or of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of an existing Lease or with any such new Lease. If Purchaser fails to notify Seller in writing of its approval or disapproval within said five (5) Business Day period, such failure by Purchaser shall be deemed to be the approval of Purchaser. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs or leasing commissions actually incurred by Seller pursuant to a renewal or expansion of any existing Lease or new Lease approved (or deemed approved) by Purchaser hereunder after the Effective Date.

(b) New Contracts. During the pendency of this Agreement, Seller will not enter into any contract, or modify, amend, renew or extend any Operating Agreement, that will be an obligation affecting the Property or any part thereof subsequent to the Closing Date without Purchaser’s prior written consent in each instance.

(c) Operation of Property. During the pendency of this Agreement, Seller shall continue to operate the Property in a good and businesslike fashion consistent with Seller’s past practices.

(d) Insurance. During the pendency of this Agreement, Seller shall, at its expense, continue to maintain the insurance policies covering the Improvements which are currently in force and effect.

(e) Tenant Estoppel Certificates. Seller shall endeavor in good faith (but without obligation to incur any cost or expense, except as set forth in the Leases) to obtain and deliver to Purchaser prior to Closing a written Tenant Estoppel Certificate in the form attached hereto as EXHIBIT “I” signed by each tenant under each of the Leases; provided that delivery of such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in Section 6.1(d) hereof; and in no event shall the inability or failure of Seller to obtain and deliver said Tenant Estoppel Certificates (Seller having used its good faith efforts as set forth above) be a default of Seller hereunder.

(f) Right to Audit. Seller agrees that Purchaser’s accountants, at Purchaser’s sole cost, shall have the right to perform an audit on Seller’s previous two years’ financial statements with respect to each Property (provided, however, only for those periods during which Seller has owned such Property) and Seller agrees to issue appropriate management representation letters in connection therewith.

4.4. Representations and Warranties of Purchaser.

(a) Organization, Authorization and Consents. Purchaser is a duly organized and validly existing limited liability company under the laws of the State of Indiana. Purchaser has the right, power and authority to enter into this Agreement and to purchase the Property in accordance with the terms and conditions of this Agreement, to engage in the transactions contemplated in this Agreement and to perform and observe the terms and provisions hereof.

(b) Action of Purchaser, Etc. Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by Purchaser on or prior to the Closing, this Agreement and such document shall constitute the valid and binding obligation and agreement of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

(c) No Violations of Agreements. To Purchaser’s knowledge, neither the execution, delivery or performance of this Agreement by Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Purchaser is bound.

(d) Litigation. To Purchaser’s knowledge, Purchaser has received no written notice that any action or proceeding is pending or threatened, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by Purchaser shall be continuing and shall be deemed remade by Purchaser as of the Closing Date, with the same force and effect as if made on, and as of, such date subject to Purchaser’s right to update such representations and warranties by written notice to Seller and in Purchaser’s certificate to be delivered pursuant to Section 5.2(d) hereof. All representations and warranties made in this Agreement by Purchaser shall survive the Closing for a period of one (1) year, and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Seller gives Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Seller with respect thereto within ninety (90) days after the giving of such notice.

4.5 Covenants of Purchaser

Purchaser shall in good faith diligently seek to obtain an assumption of the Existing Loan.

ARTICLE 5.

CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS

5.1. Seller’s Closing Deliveries. For and in consideration of, and as a condition precedent to Purchaser’s delivery to Seller of the Purchase Price, Seller shall obtain or execute and deliver to Purchaser at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

(a) Warranty Deed. A limited warranty deed to the Land, in the form attached hereto as SCHEDULE 1 (the “Warranty Deed”), subject only to the Permitted Exceptions, and executed,

acknowledged and sealed by Seller. The legal descriptions of the Land set forth in said warranty deed shall be based upon and conform to the applicable record title legal description contained in Seller’s vesting deed;

(b) Quitclaim Deed. If requested by Purchaser, one or more quitclaim deeds to the Land and Improvements (or any portion or portions thereof), in form and substance reasonably satisfactory to Seller, and executed, acknowledged and sealed by Seller;

(c) ▇▇▇▇ of Sale. Bills of sale for the Personal Property in the form attached hereto as SCHEDULE 2 (the “▇▇▇▇ of Sale”), without warranty as to the title or condition of the Personal Property;

(d) Assignment and Assumption of Leases and Security Deposits. Two (2) counterparts of an assignment and assumption of Leases and Security Deposits for each Property and, to the extent required elsewhere in this Agreement, the obligations of Seller under the Commission Agreements in the form attached hereto as SCHEDULE 3 (the “Assignment and Assumption of Leases”), executed, acknowledged and sealed by Seller;

(e) Updated Rent Roll. An update of the Rent Roll (with modifications as appropriate), certified by Seller to be accurate in all material respects as of the date of Closing;

(f) Assignment and Assumption of Operating Agreements. Two (2) counterparts of an assignment and assumption of Operating Agreements for each Property in the form attached hereto as SCHEDULE 4 (the “Assignment and Assumption of Operating Agreements”), executed, acknowledged and sealed by Seller;

(g) General Assignment. An assignment of the Intangible Property for each Property in the form attached hereto as SCHEDULE 5 (the “General Assignment”), executed, acknowledged and sealed by Seller;

(h) Seller’s Affidavit. Owner’s affidavits substantially in the form attached hereto as SCHEDULE 6 (“Seller’s Affidavit”), sufficient to cause the Title Company to delete the standard title exceptions to the final title policy and stating that there are no known boundary disputes with respect to the Properties, that there are no parties in possession of the Property other than Seller and the tenants under the Leases, that there are no brokers except as disclosed herein, that any improvements or repairs made by, or for the account of, or at the instance of Seller to or with respect to the Property within ninety (90) days prior to the Closing have been paid for in full (or that adequate provision has been made therefor to the reasonable satisfaction of the Title Company), and including such other matters as may be reasonably requested by the Title Company;

(i) Seller’s Certificate. A certificate in the form attached hereto as SCHEDULE 7 (“Seller’s Certificate”), evidencing the reaffirmation of the truth and accuracy in all material respects of Seller’s representations, warranties, and agreements set forth in Section 4.1 hereof, with such modifications thereto as may be appropriate in light of any change in circumstance since the Effective Date;

(j) FIRPTA Certificate A FIRPTA Certificate in the form attached hereto as SCHEDULE 8;

(k) INTENTIONALLY OMITTED;

(l) Evidence of Authority Such documentation as may reasonably be required by the Title Company to establish that this Agreement, the transactions contemplated herein, and the execution and delivery of the documents required hereunder, are duly authorized, executed and delivered;

(m) Settlement Statement Settlement statements for each Property setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

(n) Surveys and Plans. Such surveys, site plans, plans and specifications, and other matters relating to the Property as are in the possession of Seller to the extent not theretofore delivered to Purchaser;

(o) Certificates of Occupancy. To the extent the same are in Seller’s possession, original or photocopies of certificates of occupancy for all space within the Improvements located on the Property;

(p) Leases. To the extent the same are in Seller’s possession, original executed Leases and the contents of all lease files, including original tenant correspondence, guarantees, and similar documents;

(q) Tenant Estoppel Certificates. All originally executed Tenant Estoppel Certificates as may be in Seller’s possession;

(r) Notices of Sale to Tenants. Seller will join with Purchaser in executing a notice, in form and content reasonably satisfactory to Seller and Purchaser (the “Tenant Notices of Sale”), which Purchaser shall send to each tenant under the Leases informing such tenant of the sale of the Property and of the assignment to and assumption by Purchaser of Seller’s interest in the Leases and the Security Deposits and directing that all rent and other sums payable for periods after the Closing under such Lease shall be paid as set forth in said notices;

(s) Notices of Sale to Service Contractors and Leasing Agents. Seller will join with Purchaser in executing notices, in form and content reasonably satisfactory to Seller and Purchaser (the “Other Notices of Sale”), which Purchaser shall send to each service provider and leasing agent under the Operating Contracts and Commission Agreements (as the case may be) assumed by Purchaser at Closing informing such service provider or leasing agent (as the case may be) of the sale of the Property and of the assignment to and assumption by Purchaser of Seller’s obligations under the Operating Agreements and Commission Agreements arising after the Closing Date and directing that all future statements or invoices for services under such Operating Agreements and/or Commission Agreements for periods after the Closing be directed to Seller or Purchaser as set forth in said notices;

(t) Keys and Records. All of the keys to any door or lock on the Property and the original tenant files and other non-confidential books and records (excluding any appraisals, budgets, strategic plans for the Property, internal analyses, information regarding the marketing of the Property for sale, submissions relating to Seller’s obtaining of corporate authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller or Seller’s property manager which Seller deems proprietary) relating to the Property in Seller’s possession; and

(u) Assumption Documents. Seller shall execute and deliver any and all documents required by Existing Lender in order for Purchaser to assume the Existing Loan and fully release Seller from any obligation under the Existing Loan arising at Closing.

(v) Other Documents. Such other documents as shall be reasonably requested by the Title Company or Purchaser to effectuate the purposes and intent of this Agreement.

5.2. Purchaser’s Closing Deliveries. Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

(a) Assignment and Assumption of Leases. Two (2) counterparts of the Assignment and Assumption of Leases for each Property, executed, acknowledged and sealed by Purchaser;

(b) Assignment and Assumption of Operating Agreements. Two (2) counterparts of the Assignment and Assumption of Operating Agreements for each Property, executed, acknowledged and sealed by Purchaser;

(c) General Assignment. Two (2) counterparts of the General Assignment for each Property, executed, acknowledged and sealed by Purchaser;

(d) Purchaser’s Certificate. A certificate in the form attached hereto as SCHEDULE 10 (“Purchaser’s Certificate”), evidencing the reaffirmation of the truth and accuracy in all material respects of Purchaser’s representations, warranties and agreements contained in Section 4.4 hereof, with such modifications thereto as may be appropriate in light of any change in circumstances since the Effective Date;

(e) Notice of Sale to Tenants. The Tenant Notices of Sale, executed by Purchaser, as contemplated in Section 5.1(r) hereof;

(f) Notices of Sale to Service Contractors and Leasing Agents. The Other Notices of Sale to Service Contractors and Leasing Agents, as contemplated in Section 5.1(s) hereof;

(g) Settlement Statement Settlement statements for each Property setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

(h) Evidence of Authority. A copy of resolutions of the Board of Directors of the Purchaser, certified by the Secretary or Assistant Secretary of Purchaser to be in force and

unmodified as of the date and time of Closing, authorizing the purchase contemplated herein, the execution and delivery of the documents required hereunder, and designating the signatures of the persons who are to execute and deliver all such documents on behalf of Purchaser or if Purchaser is not a corporation, such documentation as Seller may reasonably require to establish that this Agreement, the transaction contemplated herein, and the execution and delivery of the documents required hereunder, are duly authorized, executed and delivered; and

(i) Assumption Documents. Purchaser shall execute and deliver any and all documents required by Existing Lender in order for Purchaser to assume the Existing Loan and fully release Seller from any obligation under the Existing Loan arising at Closing.

(j) Other Documents. Such other documents as shall be reasonably requested by Seller’s counsel to effectuate the purposes and intent of this Agreement.

5.3. Closing Costs. Seller shall pay the cost of the transfer taxes imposed by the State of Georgia upon the conveyance of the Property pursuant hereto, the attorneys’ fees of Seller, and all other costs and expenses incurred by Seller in closing and consummating the purchase and sale of the Property pursuant hereto. Purchaser shall pay all costs payable to the Existing Lender related to the assumption of the Existing Loan, including without limitation Existing Lender’s advisor and legal counsel fees, the cost of any owner’s and/or lender’s title insurance premium and title examination fees, the cost of the Survey, all ministerial recording fees on all instruments to be recorded in connection with this transaction (not including deed taxes), the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Property and in closing and consummating the purchase and sale of the Property pursuant hereto.

5.4. Prorations and Credits. The items in this Section 5.4 shall be prorated between Seller and Purchaser or credited, as specified herein. All matters involving prorations or adjustment to be made in connection with the Closing and not specifically provided for in some other provision of this Agreement shall be prorated as of midnight of the day immediately preceding the Closing Date.

(a) Taxes. All general real estate taxes imposed by any governmental authority (“Taxes”) for the year in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing. If the Closing occurs prior to the receipt by Seller of the ▇▇▇▇ for Taxes for the calendar year or other applicable tax period in which the Closing occurs, Taxes shall be prorated for such calendar year or other applicable tax period based upon the prior year’s tax ▇▇▇▇.

(b) Reproration of Taxes. After receipt of final ▇▇▇▇ for Taxes, Purchaser shall prepare and present to Seller a calculation of the reproration of such Taxes, based upon the actual amount of such Taxes charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser’s calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. The

provisions of this Section 5.4(b) shall survive the Closing for a period of one (1) year after the Closing Date.

(c) Rents, Income and Other Expenses. Rents and any other amounts actually received from tenants shall be prorated as of the Closing Date and be adjusted against the Purchase Price on the basis of a schedule which shall be prepared by Seller and delivered to Purchaser for Purchaser’s review and approval prior to Closing. Purchaser shall receive at Closing a credit for Purchaser’s pro rata share of the rents, additional rent, common area maintenance charges, tenant reimbursements and escalations, and all other payments received for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Seller prior to Closing. Purchaser agrees to pay to Seller, upon receipt and net of any collection costs incurred by Purchaser, any rents or other payments by tenants under their respective Leases that apply to periods prior to Closing but are received by Purchaser after Closing; provided, however, that any delinquent rents or other payments by tenants shall be applied first to any current amounts owing by such tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Seller to the extent of delinquencies existing at the time of Closing to which Seller is entitled; it being understood and agreed that Purchaser shall not be legally responsible to Seller for the collection of any rents or other charges payable with respect to the Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but Purchaser agrees that Purchaser shall send monthly notices for a period of three (3) consecutive months in an effort to collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by any tenant under the terms of any tenant lease affecting the Property as of the Closing Date, which reimbursements pertain to such tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon Purchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Seller and Purchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and Purchaser agrees to pay to Seller Seller’s pro rata portion of such reimbursements within thirty (30) days after Purchaser’s receipt thereof. Conversely, if any tenant under any such Lease shall become entitled at any time after Closing to a refund of tenant reimbursements actually paid by such tenant prior to Closing, then, Seller shall, within thirty (30) days following Purchaser’s demand therefor, pay to Purchaser any amount equal to Seller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. Seller hereby retains its right to pursue any tenant under the Leases for sums due Seller for periods attributable to Seller’s ownership of the Property; provided, however, that Seller (i) shall be required to notify Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Seller shall be entitled to continue to pursue any legal proceedings commenced prior to Closing; and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the applicable Lease. The provisions of this Section 5.4(c) shall survive the Closing.

(d) Percentage Rents. Percentage rents, if any, collected by Purchaser from any tenant under such tenant’s Lease for the percentage rent accounting period in which the Closing

occurs shall be prorated between Seller and Purchaser as of the Closing Date, as, if, and when received by Purchaser, such that Seller’s pro rata share shall be an amount equal to the total percentage rentals paid for such percentage rent accounting period under the applicable Lease multiplied by a fraction, the numerator of which shall be the number of days in such accounting period prior to Closing and the denominator of which shall be the total number of days in such accounting period; provided, however, that such proration shall be made only at such time as such tenant is current or, after application of a portion of such payment, will be current in the payment of all rental and other charges under such tenant’s Lease that accrue and become due and payable from and after the Closing. The provisions of this Section 5.4(d) shall survive the Closing.

(e) Tenant Inducement Costs. Set forth on EXHIBIT “K” attached hereto and made a part hereof is a list of tenants at the Property with respect to which Tenant Inducement Costs and/or leasing commissions have not been paid in full as of the Effective Date. Seller shall pay all such Tenant Inducement Costs and leasing commissions set forth in EXHIBIT “K” as and when the same are due and payable. If said amounts have not been paid in full on or before Closing, Purchaser shall receive a credit against the Purchase Price in the aggregate amount of all such Tenant Inducement Costs and leasing commissions remaining unpaid at Closing, and Purchaser shall assume the obligation to pay amounts payable after Closing up to the amount of such credit received at Closing. Except as may be specifically provided to the contrary elsewhere in this Agreement, Purchaser shall be responsible for the payment of all Tenant Inducement Costs and leasing commissions which become due and payable (whether before or after Closing) (i) as a result of any renewals or extensions or expansions of existing Leases approved or deemed approved by Purchaser in accordance with Section 4.3(a) hereof between the Effective Date and the Closing Date and under any new Leases, approved or deemed approved by Purchaser in accordance with said Section 4.3(a), and (ii) all Tenant Inducement Costs and leasing commissions that first become due and payable after Closing. The provisions of this Section 5.4(e) shall survive the Closing.

(f) Security Deposits. Purchaser shall receive at Closing a credit for all Security Deposits required to be held by Seller under the Leases (except to the extent that a Tenant has certified in a Tenant Estoppel Certificate that it has not deposited, in whole or part, its security deposit with Seller) together with a detailed inventory of such Security Deposits certified by Seller in the updated Rent Roll to be delivered by Seller at Closing.

(g) Operating Expenses. Personal property taxes, installment payments of special assessment liens, vault charges, sewer charges, utility charges, and normally prorated operating expenses actually paid or payable as of the Closing Date shall be prorated as of the Closing Date and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Purchaser and Seller will make a further adjustment for such taxes, charges and expenses which may have accrued or been incurred prior to the Closing Date, but not collected or paid at that date. In addition, within ninety (90) days after the close of the fiscal year(s) used in calculating the pass-through to tenants of operating expenses and/or common area maintenance costs under the Leases (where such fiscal year(s) include(s) the Closing Date), Seller and Purchaser shall, upon the request of either, re-prorate on a fair and equitable basis in order to adjust for the effect of any credits or payments due to or from tenants for periods prior to the Closing Date. All

prorations shall be made based on the number of calendar days in such year or month, as the case may be. The provisions of this Section 5.4(g) shall survive the Closing.

ARTICLE 6.

CONDITIONS TO CLOSING

6.1. Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof;

(b) Existing Lender shall have approved Purchaser’s assumption of the Existing Loan;

(c) Seller shall have performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement;

(d) All representations and warranties of Seller as set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall be deemed to be given without being limited to Seller’s knowledge and without modification (by update or otherwise, as provided in Section 5.1(i) hereof); and

(d) Tenant Estoppel Certificates shall have been delivered to Purchaser from: Kroger (the “Anchor Tenant”), in the form that said tenant is obligated to deliver pursuant to its lease; and (z) tenants occupying not less than eighty-five percent (85%) of the remaining occupied, aggregate net rentable square footage of all of the Improvements located on the Property. Each Tenant Estoppel Certificate shall: (i) be substantially in the form attached hereto as EXHIBIT “I” (or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein), (ii) be dated within sixty (60) days prior to the Closing Date, (iii) confirm the material terms of the applicable Lease, and (iv) confirm the absence of any material defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificates shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement. Notwithstanding anything to the contrary contained herein, if Seller has been unable to obtain and deliver to Purchaser by Closing the applicable percentage of Tenant Estoppel Certificates for the tenants described in subclause (z) above and meeting the requirements set forth above, then, at the option of Seller, that portion of this condition to Closing may be satisfied by Seller’s execution and delivery to Purchaser at Closing, on behalf of any one or more tenants which have failed to provide the

required Tenant Estoppel Certificate an estoppel certificate substantially in the form attached hereto as SCHEDULE 11 (“Seller’s Estoppel”); and provided that Seller’s liability under any such Seller’s Estoppel so executed and delivered by Seller to Purchaser at Closing shall cease and terminate upon the receipt by Purchaser after Closing of a duly executed Tenant Estoppel Certificate from the tenant under the applicable Lease covered in such Seller’s Estoppel. Notwithstanding Seller’s right to substitute the Seller’s Estoppel for some percentage of tenants in the small shops, the Seller’s Estoppel may not be used as a substitution for the Tenant Estoppel Certificate from the Anchor Tenant.

In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to, at its option: (x) terminate this Agreement by written notice to Seller given prior to the Closing, whereupon (i) Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement; or (y) extend the Closing Date for a period of thirty (30) days to permit Seller to make further good faith efforts to satisfy such condition. In the event that the Closing Date is so extended and, at the end of such period, the unsatisfied condition has still not been satisfied, Purchaser shall have the right to terminate this Agreement by written notice to Seller given prior to Closing, whereupon (i) Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further or rights or obligations under this Agreement.

6.2. Conditions Precedent to Seller’s Obligations. The obligations of Seller hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Seller in its sole discretion by written notice to Purchaser at or prior to the Closing Date:

(a) Purchaser shall have paid and Seller shall have received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, which Purchase Price shall be payable in the amount and in the manner provided for in this Agreement;

(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including, but not limited to Section 5.2 hereof;

(c) Purchaser shall have performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement; and

(d) All representations and warranties of Purchaser as set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall be deemed to be given without being limited to Purchaser’s knowledge and without modification (by update or otherwise, as provided in Section 5.2(d) hereof).

(e) Seller shall not have any obligation to sell any one Property to Purchaser unless Purchaser prior to or on the Closing Date closes on the acquisition of Indian River Square Shopping Center in Vero Beach, Florida and Plaza Volente Shopping Center in Austin, Texas. In the event that Closing does not occur as a result of Purchaser’s failure or refusal to adhere to the requirements of this subsection, this Agreement and the Related Agreements shall terminate and Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money to the Seller.

(f) Existing Lender’s approval of Purchaser’s assumption of the Existing Loan, including a full release of Seller from any obligation or liability of Seller under the Existing Loan arising after Closing.

ARTICLE 7.

CASUALTY AND CONDEMNATION

7.1. Casualty. Risk of loss up to and including the Closing Date shall be borne by Seller. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage or destruction” shall mean such instances of damage or destruction: (i) which can be repaired or restored at a cost of One Hundred Thousand and No/100 Dollars ($100,000.00) or less; (ii) which can be restored and repaired within sixty (60) days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property are sufficient to replace lost rent for a period of eighteen (18) months and are assignable to Purchaser and will continue pending restoration and repair of the damage or destruction.

In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the ▇▇▇▇▇▇▇ Money to Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above,

Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. For purposes of this Agreement “material damage or destruction” shall mean all instances of damage or destruction that are not immaterial, as defined herein.

7.2. Condemnation. If, prior to the Closing, all or any part of the Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or condemnation (or sale in lieu thereof), or if Seller has received written notice that any condemnation action or proceeding with respect to the Property is contemplated by a body having the power of eminent domain, Seller shall give Purchaser immediate written notice of such threatened or contemplated condemnation or of such taking or sale, and Purchaser may by written notice to Seller given within thirty (30) days after the receipt of such notice from Seller, elect to cancel this Agreement. Purchaser waives any right to terminate as a result of disclosures set forth in Schedule 4.1(m), if any. If Purchaser chooses to cancel this Agreement in accordance with this Section 7.2, then the ▇▇▇▇▇▇▇ Money shall be returned immediately to Purchaser by Escrow Agent and the rights, duties, obligations, and liabilities of the parties hereunder shall immediately terminate and be of no further force and effect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement. If Purchaser does not elect to cancel this Agreement in accordance herewith, this Agreement shall remain in full force and effect and the sale of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Purchaser all of the right, title, and interest of Seller in and to any awards applicable to the Property that have been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Purchaser shall not have elected to terminate this Agreement as provided in this Section 7.2, and provided that the Inspection Period has expired and Purchaser has delivered the Additional ▇▇▇▇▇▇▇ Money to Escrow Agent, (i) Purchaser shall thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Seller shall not settle or agree to any award or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining Purchaser’s prior written consent thereto in each case.

ARTICLE 8.

DEFAULT AND REMEDIES

8.1. Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s

retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

8.2. Seller’s Default. If Seller fails to perform any of its obligations under this Agreement for any reason other than Purchaser’s default or the permitted termination of this Agreement by Seller or Purchaser as expressly provided herein, Purchaser shall be entitled, as its sole remedy, and at its option: (a) to receive the return of the ▇▇▇▇▇▇▇ Money from Escrow Agent, and reimbursement from Seller for Purchaser’s reasonable third party due diligence costs which return and reimbursement shall operate to terminate this Agreement and release Seller from any and all liability hereunder, (b) to enforce specific performance of Seller’s obligation to execute and deliver the documents required to convey the Property to Purchaser in accordance with this Agreement, or (c) in the event that Seller’s default is such that the remedy of specific performance is rendered impossible, or such that the value of the Property is adversely affected, then Seller shall be obligated to reimburse Purchaser for Purchaser’s reasonable third party due diligence costs which return and reimbursement shall operate to terminate this Agreement and release Seller from any and all liability hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder (except for the reimbursement described above). Purchaser shall be deemed to have elected to terminate this Agreement and to receive a return of the ▇▇▇▇▇▇▇ Money and reimbursement of third-party due diligence costs from Escrow Agent if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the date upon which Purchaser delivered written notice to Seller stating that Seller was in default of this Agreement.

ARTICLE 9.

ASSIGNMENT

9.1. Assignment. Subject to the next following sentence, this Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the other. Notwithstanding the foregoing to the contrary, this Agreement and Purchaser’s rights hereunder may be transferred and assigned to any entity owned directly or indirectly, in whole or part, by Kite Realty Group, L.P. Any assignee or transferee under any such assignment or transfer by Purchaser as to which Seller’s written consent has been given or as to which Seller’s consent is not required hereunder shall expressly assume all of Purchaser’s duties, liabilities and obligations under this Agreement by written instrument delivered to Seller as a condition to the effectiveness of such assignment or transfer. No assignment or transfer shall

relieve the original Purchaser of any duties or obligations hereunder, and the written assignment and assumption instrument shall expressly so provide. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

ARTICLE 10.

BROKERAGE COMMISSIONS

10.1. Broker. Upon the Closing, and only in the event the Closing occurs, Seller shall pay a brokerage commission to NewBridge Retail Advisors (“Broker”) pursuant to a separate agreement. Broker acknowledges and agrees that it shall look solely to Seller for the payment of its commission, and Broker hereby waives and releases any present or future claims against Purchaser for the payment of such commission. In addition, Broker (upon receipt of its brokerage commission) agrees to execute and deliver to Seller and Purchaser at the Closing a release and waiver of any claim Broker may have against Purchaser or the Property. Broker shall and does hereby indemnify and hold Purchaser and Seller harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys’ fees actually incurred and costs of litigation, Purchaser or Seller shall ever suffer or incur because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Property contemplated hereby, and arising out of any acts or agreements of Broker. Seller shall and does hereby indemnify and hold Purchaser harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys’ fees actually incurred and costs of litigation, Purchaser shall ever suffer or incur because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Property contemplated hereby, and arising out of any acts or agreements of Seller, including any claim asserted by Broker. Likewise, Purchaser shall and does hereby indemnify and hold Seller free and harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys’ fees actually incurred and costs of litigation, Seller shall ever suffer or incur because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with respect to this Agreement or the sale and purchase of the Property contemplated hereby and arising out of the acts or agreements of Purchaser. This Section 10.1 shall survive the Closing or any earlier termination of this Agreement.

ARTICLE 11.

MISCELLANEOUS

11.1. Notices. Wherever any notice or other communication is required or permitted hereunder, such notice or other communication shall be in writing and shall be delivered by overnight courier, hand, facsimile transmission, or sent by U.S. registered or certified mail,

return receipt requested, postage prepaid, to the addresses or facsimile numbers set out below or at such other addresses as are specified by written notice delivered in accordance herewith:

PURCHASER:		KRG Development, LLC
		▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

SELLER:		BVT Institutional Investments, Inc.
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attention: ▇▇▇▇ ▇▇▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:		McGuireWoods LLP
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
		▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Any notice or other communication (i) mailed as hereinabove provided shall be deemed effectively given or received on the third (3rd) business day following the postmark date of such notice or other communication, (ii) sent by overnight courier or by hand shall be deemed effectively given or received upon receipt, and (iii) sent by facsimile transmission shall be deemed effectively given or received on the first Business Day after the day of transmission of such notice and confirmation of such transmission.

11.2 Possession. Full and exclusive possession of the Property, subject only to the Permitted Exceptions and the rights of the tenants under the Leases, shall be delivered by Seller to Purchaser on the Closing Date.

11.3 Time Periods. If the time period by which any right, option, or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday, or holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

11.4 [INTENTIONALLY DELETED]

11.5 Discharge of Obligations. The acceptance by Purchaser of the documents listed in Section 5.1 hereunder shall be deemed to constitute the full performance and discharge of each and every warranty and representation made by Seller and Purchaser herein and every agreement and obligation on the part of Seller and Purchaser to be performed pursuant to the terms of this

Agreement, except those warranties, representations, covenants and agreements which are specifically provided in this Agreement to survive Closing.

11.6 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.

11.7 Construction. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that this Agreement may have been prepared by counsel for one of the parties, it being mutually acknowledged and agreed that Seller and Purchaser and their respective counsel have contributed substantially and materially to the preparation and negotiation of this Agreement. Accordingly, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

11.8 Sale Notification Letters. Promptly following the Closing, Purchaser shall deliver the Tenant Notices of Sale to each of the respective tenants under the Leases and the Other Notices of Sale to each service provider and leasing agent, the obligations under whose respective Operating Agreements and Commission Agreements Purchaser has assumed at Closing. The provisions of this Section shall survive the Closing.

11.9 Access to Records Following Closing. Purchaser agrees that for a period of two (2) years following the Closing, Seller shall have the right during regular business hours, on five (5) days’ written notice to Purchaser, to examine and review at Purchaser’s office (or, at Purchaser’s election, at the Property), the books and records relating to the ownership and operation of the Property which were delivered by Seller to Purchaser at the Closing. Likewise, Seller agrees that for a period of two (2) years following the Closing, Purchaser shall have the right during regular business hours, on five (5) days’ written notice to Seller, to examine and review at Seller’s office, all books, records and files, if any, retained by Seller relating to the ownership and operation of the Property by Seller prior to the Closing. The provisions of this Section shall survive the Closing.

11.10 Survival. The provisions of this Article 11 and the provisions of Sections 3.1(b), 3.1(c), 3.3, 3.7, 4.1, 4.2, 4.4, 5.1, 5.2, 5.4, 6.1(d) and 10.1 shall survive the Closing to the extent (and subject to any specific limitations) provided in this Agreement and any earlier termination of this Agreement and shall not be merged into the execution and delivery of the Warranty Deed.

11.11 General Provisions. No failure of either party to exercise any power given hereunder or to insist upon strict compliance with any obligation specified herein, and no custom or practice at variance with the terms hereof, shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof. This Agreement contains the entire agreement of the parties hereto, and no representations, inducements, promises, or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. Any

amendment to this Agreement shall not be binding upon Seller or Purchaser unless such amendment is in writing and executed by both Seller and Purchaser. Subject to the provisions of Section 9.1 hereof, the provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Time is of the essence in this Agreement. The headings inserted at the beginning of each paragraph are for convenience only, and do not add to or subtract from the meaning of the contents of each paragraph. This Agreement shall be construed and interpreted under the laws of the State of Georgia. Except as otherwise provided herein, all rights, powers, and privileges conferred hereunder upon the parties shall be cumulative but not restrictive to those given by law. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender shall include all genders, and all references herein to the singular shall include the plural and vice versa.

11.12 Attorney’s Fees. If Purchaser or Seller brings an action at law or equity against the other in order to enforce the provisions of this Agreement or as a result of an alleged default under this Agreement, the prevailing party in such action shall be entitled to recover court costs and reasonable attorney’s fees actually incurred from the non-prevailing party.

11.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which when taken together shall constitute one and the same original. To facilitate the execution and delivery of this Agreement, the parties may execute and exchange counterparts of the signature pages by facsimile, and the signature page of either party to any counterpart may be appended to any other counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

SELLER:

U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP, a Delaware limited partnership

By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner


By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:			▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		VICE PRESIDENT


PURCHASER:

,
KRG DEVELOPMENT, LLC, an Indiana limited liability company

By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇
Name:			▇▇▇▇ ▇. ▇▇▇▇
Title:		PRESIDENT AND CEO

IN WITNESS WHEREOF, the undersigned Broker has joined in the execution and delivery hereof solely for the purpose of evidencing their rights and obligations under the provisions of Section 10.1 hereof.

	BROKER:

	NEWBRIDGE RETAIL ADVISORS
Date of Execution:
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:			▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
March 3, 2005	Title:		MANAGING PARTNER/PRESIDENT

	:

EXHIBIT “A”

DESCRIPTION OF LAND

EXHIBIT “B”

LIST OF PERSONAL PROPERTY

None

EXHIBIT “C-1”

LIST OF COMMISSION AGREEMENTS

AND EXISTING MANAGEMENT AGREEMENT

I. Commission Agreements Entered Into By Seller During Its Ownership of Property:

Property Management and Leasing Agreement dated December 29, 2003 by and between U.S. Retail Income Fund VIII-D, Limited Partnership, and BVT Management Services, Inc.

Exclusive Subleasing Agreement dated July 30, 2004 by and between BVT Management Services, Inc. and The Shopping Center Group, LLC.

II. Commission Agreements Not Entered Into By Seller, But Affecting the Property:

None

III. Management Agreement:

Property Management and Leasing Agreement dated December 29, 2003 by and between U.S. Retail Income Fund VIII-D, Limited Partnership, and BVT Management Services, Inc.

IV. List of Tenants and Prospective Tenants for Which Commissions Will be Payable By Purchaser Post-Closing if a Lease (or Expansion, Renewal or Extension) is Entered Into Within 90 Days After Closing Date:

None

EXHIBIT “D”

FORM OF ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the “Agreement”), made and entered into this day of , 2004, by and among KRG Development, LLC (hereinafter referred to as “Purchaser”), U.S. Retail Income Fund VIII-E, Limited Partnership (hereinafter referred to as “Seller”), and CHICAGO TITLE INSURANCE COMPANY (hereinafter referred to as “Escrow Agent”).

W I T N E S S E T H:

WHEREAS, Purchaser and Seller have entered into that certain Purchase and Sale Agreement fully executed March , 2005 (hereinafter referred to as the “Contract”); and

WHEREAS, Section 2.3(a) of said Contract provides for Purchaser’s payment to Escrow Agent, within three (3) days after Purchaser’s execution and delivery of the Contract to Seller, of Two Hundred Ten Thousand and No/100 Dollars ($210,000.00) as Initial ▇▇▇▇▇▇▇ Money (as defined in the Contract) to be held and applied by said Escrow Agent in accordance with this Agreement; and

WHEREAS, Section 2.3(b) of the Contract provides for Purchaser’s payment to Escrow Agent, no later than three (3) days after the expiration of the “Inspection Period” (as defined in the Contract) of the additional sum of One Hundred Seventy Five Thousand and No/100 Dollars ($175,000.00) as the Additional ▇▇▇▇▇▇▇ Money (as defined in the Contract); and

WHEREAS, the parties hereto desire to set forth the terms and conditions of Escrow Agent’s holding, investment and disbursement of the Escrow Funds (as hereinafter defined).

NOW, THEREFORE, for and in consideration of the agreements set forth in the Contract and the mutual covenants set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Escrow Agent does hereby acknowledge receipt of a check or wire transfer, payable to the order of Escrow Agent, in the amount of Two Hundred Ten Thousand and No/100 Dollars ($210,000.00) as the Initial ▇▇▇▇▇▇▇ Money (as defined in the Contract). Said Initial ▇▇▇▇▇▇▇ Money, together with any Additional ▇▇▇▇▇▇▇ Money actually deposited by Purchaser with Escrow Agent pursuant to the terms of the Contract, all interest and other income earned on the Initial ▇▇▇▇▇▇▇ Money, any Additional ▇▇▇▇▇▇▇ Money and interest thereon being herein referred to as the “Escrow Funds”. Escrow Agent hereby agrees to hold, administer, and disburse the Escrow Funds pursuant to this Agreement and the Contract. Escrow Agent shall invest the Escrow Funds in an interest-bearing account. All interest or other income shall be earned for the account of Purchaser and shall be held, invested and disbursed as a part of the Escrow Funds hereunder. Purchaser’s Federal Identification Number for purposes of this Agreement is ▇▇-▇▇▇▇▇▇▇. Escrow Agent’s fee, if any, for services rendered hereunder shall be paid one-half (1/2) by Purchaser and one-half (1/2) by Seller.

2. At such time as Escrow Agent receives written notice from either Purchaser or Seller, or both, setting forth the identity of the party to whom such Escrow Funds (or portions thereof) are to be disbursed and further setting forth the specific section or paragraph of the Contract pursuant to which the disbursement of such Escrow Funds (or portions thereof) is being requested, Escrow Agent shall disburse such Escrow Funds pursuant to such notice; provided, however, that if such notice is given by either Purchaser or Seller but not both, Escrow Agent shall (i) promptly notify the other party (either Purchaser or Seller, as the case may be) that Escrow Agent has received a request for disbursement, and (ii) withhold disbursement of such Escrow Funds for a period of ten (10) days after receipt of such notice of disbursement and if Escrow Agent receives written notice from either Purchaser or Seller within said ten (10) day period which notice countermands the earlier notice of disbursement, then Escrow Agent shall withhold such disbursement until both Purchaser and Seller can agree upon a disbursement of such Escrow Funds. Purchaser and Seller hereby agree to send to the other, pursuant to Paragraph 6 below, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement.

3. In performing any of its duties hereunder, Escrow Agent shall not incur any liability to anyone for any damages, losses, or expenses, except for willful default, gross negligence, fraud or breach of trust, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its legal counsel given with respect to any questions relating to the duties and responsibilities of Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement.

4. Notwithstanding the provisions of Paragraph 2 above, in the event of a dispute between Purchaser and Seller sufficient in the sole discretion of Escrow Agent to justify its doing so or in the event that Escrow Agent has not disbursed the Escrow Funds on or before the date which is six (6) months from the date hereof, Escrow Agent shall be entitled to tender the Escrow Funds into the registry or custody of any court of competent jurisdiction, together with such legal pleadings as it may deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in such court as Escrow Agent shall determine to have jurisdiction thereof.

5. Purchaser and Seller hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and legal counsel fees, which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties hereunder, including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof.

6. Wherever any notice or other communication is required or permitted hereunder, such notice or other communication shall be in writing and shall be delivered by overnight

courier, hand delivery, or sent by U.S. registered or certified mail, return receipt requested, postage prepaid, to the addresses set out below or at such other addresses as are specified by written notice delivered in accordance herewith:

PURCHASER:		KRG Development, LLC
		▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

SELLER:		BVT Institutional Investments, Inc.
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attention: ▇▇▇▇ ▇▇▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:		McGuireWoods LLP
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
		▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

	ESCROW AGENT:	Chicago Title Insurance Company
		▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attention: ▇▇▇▇ ▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Any notice or other communication (i) mailed as hereinabove provided shall be deemed effectively given or received on the third (3rd) business day following the postmark date of such notice or other communication, (ii) sent by overnight courier or by hand shall be deemed effectively given or received upon receipt, and (iii) sent by facsimile transmission shall be deemed effectively given or received on the first business day after the day of transmission of such notice and confirmation of such transmission.

7. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and assigns. Any and all rights granted to any of the parties hereto may be exercised by their agents or personal representatives.

8. Time is of the essence of this Agreement.

9. If proceedings shall be instituted before any court of competent jurisdiction for the resolution of any dispute arising under this Agreement between any parties hereto, then upon final resolution of such dispute, the prevailing party in such dispute shall be promptly paid by the nonprevailing party therein all of such prevailing party’s attorneys’ fees and expenses, court costs and costs of appeal actually incurred in connection with such proceeding.

10. This Agreement is governed by and is to be construed under the laws of the State of Georgia and may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument.

[Signatures begin on next page]

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement as of the day, month and year first above written.

	SELLER:

	U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP, a Delaware limited partnership

	By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner

	By:
	Name:
	Title:

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

	PURCHASER:

	KRG DEVELOPMENT, LLC, an Indiana limited liability company

	By:
	Name:
	Title:

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

	ESCROW AGENT:

	CHICAGO TITLE INSURANCE COMPANY


	By:
	Name:
	Title:
			(CORPORATE SEAL)

EXHIBIT “E”

LIST OF EXISTING ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment Report by National Assessment Corporation dated October 29, 2003.

EXHIBIT “F”

RENT ROLL

EXHIBIT “G”

EXCEPTION SCHEDULE

None.

EXHIBIT “H”

LIST OF OPERATING AGREEMENTS

Services Agreement between BVT Management, Inc. and ArborGuard, Inc. dated June 22, 2004, for tree service.

Monitoring Services Agreement between BVT Management, Inc., successor to Long Island Associates, and AFA Southeast Inc. dated August 2, 1999.

Services Agreement between BVT Management, Inc. and Litter Control Sweeping Service dated June 1, 2004, for parking lot maintenance.

Security Guard Agreement between BVT Management, Inc., successor to Long Island Associates, and ▇▇▇▇▇▇ & Associates, Inc. dated November 2, 2001.

Elevator Agreement between BVT Management, Inc., successor to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇ Elevator dated November 18, 1997.

Services Agreement between BVT Management, Inc. and TruGreen Landcare dated September 29, 2004, for landscaping service.

EXHIBIT “I”

FORM OF TENANT ESTOPPEL CERTIFICATE

[TO BE PROVIDED BY PURCHASER]

EXHIBIT “A”

1. Description of Subleases and/or Assignments of Tenant’s Interest (if none, then state none)

2. Amounts of the Security Deposit Which Have Been Applied by Landlord (if none, then state none)

EXHIBIT “J”

PROPERTY TAX APPEALS

None.

EXHIBIT “K”

TENANT INDUCEMENT COSTS AND LEASING COMMISSIONS

RE CURRENT TENANTS FOR WHICH SELLER IS RESPONSIBLE

Cuts, Inc. (potential renewal commission)		$1,620
▇▇▇▇▇ G’s (2^nd half leasing commission)		$9,000 (due upon tenant opening)
Consignment Shop (potential renewal commission)		$6,039
Sola Salon (proposed new tenant) leasing commission		$59,019
Sola Salon (tenant inducement costs)		$56,925

SCHEDULE 1

FORM OF LIMITED WARRANTY DEED

After Recording Return to:

LIMITED WARRANTY DEED

STATE OF GEORGIA

COUNTY OF ▇▇▇▇▇▇

THIS INDENTURE, made this day of , 2005, between U.S. RETAIL INCOME FUND VIII-D, as party of the first part (hereinafter “GRANTOR”), and KRG DEVELOPMENT, LLC, an Indiana limited liability company, as party of the second part (hereinafter “GRANTEE”).

WITNESSETH: That the said GRANTOR, for and in consideration of the sum of TEN AND NO/100THS DOLLARS ($10.00) and other good and valuable consideration, in hand paid at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold and conveyed and by these presents does grant, bargain, sell and convey unto the said GRANTEE, its successors and assigns, all that tract or parcel of land described as follows:

See Exhibit “A” attached hereto and by this reference made a part hereof.

The above-described property is conveyed subject to those matters set forth on Exhibit “B” attached hereto and by this reference made a part hereof.

TO HAVE AND TO HOLD the said bargained premises, together with all and singular the rights, members and appurtenances thereof, to the only proper use, benefit and behoof of the said GRANTEE, its successors and assigns, forever, IN FEE SIMPLE.

And the said GRANTOR, for itself, its successors and assigns, will warrant and forever defend the right and title to the above described property unto the said GRANTEE, its successors and assigns, against the lawful claims of all persons claiming by, through or under the

undersigned.

IN WITNESS WHEREOF, the said GRANTOR, by and through its duly appointed officers, has hereunto set its hand and affixed its seal the day and year first above written.

			“GRANTOR”

Signed, sealed and delivered			U.S. RETAIL INCOME FUND VIII-D., a
in the presence of:			Delaware limited partnership

			By: BVT Institutional Investments, Inc., a
Unofficial Witness			Georgia corporation, general partner

			By:
			Name:
Notary Public			Title:

My Commission Expires:

EXHIBIT “A”

LEGAL DESCRIPTION

EXHIBIT “B”

PERMITTED EXCEPTIONS

SCHEDULE 2

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES

AND SECURITY DEPOSITS AND LEASING

COMMISSION OBLIGATIONS ARISING AFTER CLOSING

ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS

THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (“Assignment”) is made and entered into as of the day of , 200 , by and between U.S. Retail Income Fund , Limited Partnership, a Delaware limited partnership (“Assignor”), and KRG Development, LLC, an Indiana limited liability company (“Assignee”).

W I T N E S S E T H:

WHEREAS, contemporaneously with the execution hereof, Assignor has conveyed to Assignee certain real property commonly known as “ Shopping Center” located in , County, , and more particularly described on Exhibit “A” attached hereto (the “Property”) ; and

WHEREAS, in connection with said conveyance, Assignor desires to transfer and assign to Assignee all of Assignor’s right, title and interest in and to certain leases affecting the Property, together with the security deposits and future leasing commission obligations associated therewith, and, subject to the terms and conditions hereof, Assignee desires to assume Assignor’s obligations in respect of said leases, security deposits and leasing commission obligations;

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Assignor by Assignee, Assignee’s purchase of the Property and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby covenant and agree as follows:

1. Assignor hereby unconditionally and absolutely assigns, transfers, sets over and conveys to Assignee, without warranty or representation of any kind, express or implied, except as set forth below and except for any warranty or representation contained in that certain Purchase and Sale Agreement dated , 2005, between Assignor and Assignee (the “Contract”), applicable to the property assigned herein, all of Assignor’s right, title and interest in, to and under (a) those certain leases set forth on Exhibit “B” attached hereto and by this reference made a part hereof affecting or relating to the Property or the improvements thereon (the “Leases”), (b) those certain tenant deposits presently held by Assignor and enumerated on Exhibit “B” attached hereto (the “Security Deposits”), and (c) those certain leasing commission agreements more particularly described on Exhibit “C” attached hereto and made a part hereof (the “Commission Agreements”), subject to the matters more particularly described on Exhibit “D” attached hereto and made a part hereof.

2. Assignee, by acceptance hereof, hereby assumes and agrees to perform all of Assignor’s duties and obligations under the Leases arising from and after the date hereof, including, without limitation, Assignor’s obligations to pay leasing commissions due and payable in respect of any renewal or expansion of any of the existing Leases, or any new lease with a tenant under any of the Leases, after the date hereof pursuant to the Commission Agreements, provided that any renewal or expansion of any of the Existing Leases, or any new lease with a tenant under any of the Leases that was entered into after the Effective Date of the Contract (as defined therein) and prior to the date hereof was approved (or deemed approved) by Purchaser as required in the Contract.

3. All representations and warranties of Assignor made in the Contract in respect of the Leases, the Security Deposits and Commission Agreements, as recertified to Assignee pursuant to that certain Seller’s Certificate as to Representations of even date herewith from Assignor to Assignee, shall survive for a period of one (1) year from the date hereof, and upon the expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Assignee shall give Assignor written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Assignor with respect thereto within ninety (90) days after the giving of such notice. Notwithstanding anything to the contrary contained in the Contract or this Assignment, in no event shall Assignor’s total liability for any such breach or breaches exceed, in the aggregate, Seven Hundred Fifty Thousand and No/100 Dollars ($750,000). In no event shall Assignor be liable for, nor shall Assignee seek, any consequential, indirect or punitive damages; and in no event whatsoever shall any claim for a breach of any representation or warranty of Assignor be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Assignee prior to the date hereof.

4. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee, their respective legal representatives, successors and assigns. This Assignment may be executed in counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same Assignment.

IN WITNESS WHEREOF, the duly authorized representatives of Assignor and Assignee have caused this Assignment to be properly executed under seal as of this day and year first above written.

	ASSIGNOR:

	U.S. RETAIL INCOME FUND , LIMITED PARTNERSHIP, a Delaware limited partnership

	By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner

	By:
	Name:
	Its:

	(CORPORATE SEAL)


	ASSIGNEE:

	KRG CAPITAL, LLC, an Indiana limited liability company

	By:
	Name:
	Title:

EXHIBIT A

Legal Description

EXHIBIT B

List of Leases and Security Deposits

EXHIBIT C

Lease Commission Agreements

EXHIBIT D

Permitted Exceptions

SCHEDULE 2.3

MASTER LEASE

MASTER LEASE AGREEMENT

THIS MASTER LEASE AGREEMENT (the “Lease Agreement”) is made this of , 200 , by and between U.S. Retail Income Fund VIII-D whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Tenant”), and KRG Development, LLC whose address is ▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Landlord”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Purchase and Sale Agreement dated March , 2005 (the “Contract”), Tenant agreed to sell to Landlord, at and for a purchase price to be calculated at Closing, certain real property and improvements thereon located in Atlanta, Georgia, commonly known as Fountain Oaks Shopping Center, and more particularly described in Exhibit “A” hereto (the “Shopping Center”); and

WHEREAS, the Contract allows Tenant to enter into a Master Lease for 6,325 square feet of the Shopping Center in the event that a tenant has not begun paying rent for that space on or before June 1, 2005 as more particularly set forth in the Contract; and

WHEREAS, a tenant has not begun paying rent for the subject space as set forth in the Contract on or before June 1, 2005;

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, it is agreed as follows:

ARTICLE I.

LEASED PREMISES

1. Landlord leases to Tenant, and Tenant leases from Landlord, the property described below (the “Leased Premises”), which is part of the Shopping Center.

2. The Leased Premises contain approximately Six Thousand Three Hundred Twenty Five (6,325) square feet of net leaseable space in the Shopping Center, said Leased Premises being the area cross-hatched on the Site Plan attached hereto as Exhibit “B” and made a part hereof.

ARTICLE II.

TERMS AND CONDITIONS OF LEASE

Tenant shall have and hold the Leased Premises upon the terms and conditions set forth below:

1. TERM OF LEASE. The term of this Lease Agreement shall be for Ten (10) years from . However, at Tenant’s election, Tenant may amend this Master Lease to release herefrom any rentable area included within a new lease executed during the term hereof so long as: (i) the Leased Premises have been leased to bona fide lessees other than Tenant (the “Third Party Lessees”) (ii) such Third Party Lessees have begun paying full Base Rent (as hereinafter defined) without any credits, concessions, allowances or periods of free rent (the “Third Party Lease Commencement”); and (iii) the Base Rent is equal to or exceeds $12.00 per square foot with three percent (3%) increases annually. It is understood and agreed by the parties hereto that no potential lessee shall become a Third Party Lessee until Landlord has approved such lessee, such consent not to be unreasonably withheld, conditioned or delayed (the “Approved Lessees”). For purposes hereof, “Base Rent” shall be the fixed minimum annual rent provided in leases with Third Party Lessees, exclusive of contributions for real estate taxes (see Paragraph 10 below), insurance (see Paragraph 11 below) common area maintenance (see Paragraph 8 below), and any percentage rent. If a portion of the Leased Premises is removed as aforesaid, this Lease Agreement shall remain in full force and effect for the remainder of the Leased Premises. In the event that all of the space leased hereunder becomes subject to new leases with Approved Lessees, this Lease Agreement shall automatically terminate. At any time after the thirty sixth (36^th) month of the lease term, Tenant may terminate this lease by paying to Landlord an amount equal to the present value of the aggregate rent for the remaining term of this Lease Agreement assuming a discount rate of three percent (3%).

2. RENTAL. The original amount of Base Rent to be paid by Tenant to Landlord shall be Twelve and 00/100 Dollars ($12.00) per square foot of Leased Premises, increasing by three percent (3%) non-cumulative on each anniversary of this Lease Agreement. Rent for any partial month during the term of this Lease Agreement shall be prorated on a daily basis. Payments due from Tenant to Landlord under this section shall be due and payable in advance on the 1st (1st) day of each month.

3. BROKERAGE COMMISSIONS AND TENANT IMPROVEMENTS. During the term of this Lease Agreement, Tenant agrees to (i) pay brokerage commissions arising out of or in connection with the leasing of any of the Leased Premises to Third Party Lessees and (ii) complete and/or pay for all tenant improvements (or tenant improvement allowances) required under Approved Leases.

4. OCCUPANCY AND USE. It is expressly agreed that Tenant is not obligated either (a) to physically occupy the Leased Premises or (b) to commence or conduct any business within the Leased Premises. The Leased Premises may be used only for retail purposes which are allowed by the zoning classification applicable to the Shopping Center and which have been approved in writing by Landlord for permitted subleases as provided above. In no event

shall the Leased Premises be used for any unlawful purpose or for any purpose which violates an exclusive use right given to any other tenants of the Shopping Center, including, but not limited to, Kroger. Tenant shall not commit any waste upon the Leased Premises or any nuisance or other act which may disturb any other tenants of the Shopping Center. Tenant shall, at its sole cost and expense, comply with all laws, ordinances and regulations of all federal, state, county, municipal and other governmental authorities, now or hereafter in force, pertaining to Tenant or its use of the Leased Premises and shall indemnify Landlord against any damage or expense resulting from non-compliance. Further, Tenant shall not cause to occur any violation of any federal, state or local law, ordinance or regulation, now or hereafter in force, relating to environmental conditions on, under or about the Leased Premises or the use, generation, release, storage or disposal of any hazardous substance (as such term may be defined in any such law, ordinance or regulation) on, under or about the Leased Premises and shall indemnify Landlord against any damage or expense resulting from any such violation. Nothing contained in the preceding sentence shall be deemed a consent on the part of Landlord to the use, generation, release, storage or disposal of any such hazardous substance on the Leased Premises, which shall be prohibited without Landlord’s prior written consent, in its sole and absolute discretion.

5. COMMON AREAS, DRIVEWAYS, SERVICE DRIVES AND PARKING. Tenant shall have a non-exclusive right to the use of the common areas, driveways, service drives and public parking areas in the Shopping Center, in common with other tenants of the Shopping Center, their agents, employees, customers and invitees.

6. REPAIRS AND MAINTENANCE.

(a) Landlord agrees that during the term of this Lease Agreement, it will, at its own expense, keep and maintain the roof, foundation and exterior walls of the Shopping Center buildings in good condition and repair; provided, however, that Landlord shall not be responsible for or required to make repairs necessitated by any damage thereto caused by the negligence, misuse of the Leased Premises, or willful or wrongful acts of Tenant, its agents, employees, customers or invitees, any damage thereto caused by operation of Tenant’s business other than ordinary wear and tear, or any damage to plate or window glass. It is hereby understood and agreed that Landlord shall not in any event be obligated to make any repairs pursuant to this subparagraph until notice of the necessity therefor has been given in writing to Landlord by Tenant and Landlord shall have a reasonable time after such written notice to make such repairs. Tenant shall promptly report in writing to Landlord any defective condition known to it that Landlord is required to repair. Landlord shall have the right to enter the Leased Premises at any time to make repairs required of Landlord under this Lease Agreement, or to make repairs to Landlord’s adjoining property, if any.

(b) Tenant shall throughout the term of this Lease Agreement, at its own expense, maintain the Leased Premises in good order and repair, including the plate and window glass, the heating, ventilating and air conditioning system, and the plumbing and electrical facilities. Tenant agrees to return said Leased Premises to Landlord at the expiration, or prior termination, of this Lease Agreement in as good condition and repair as when first received, ordinary wear and tear and damage by fire or other casualty beyond the control of Tenant alone excepted.

(c) Regardless of any obligation otherwise imposed upon Landlord, Tenant shall pay for the cost of any uninsurable repairs or damage resulting from the negligence or the unlawful or willful acts of Tenant, its agents, employees, representatives or visitors.

(d) Landlord shall not be liable to Tenant for failure to make any repairs required by Landlord, or damages as a consequence thereof, unless written notice of necessity therefor has been given by Tenant to Landlord, specifying in reasonable detail the repairs required, and Landlord shall not have made such repairs within a reasonable time after receipt of such notice, due allowance being made for delays beyond the control of Landlord.

(e) Notwithstanding anything to the contrary contained in this Paragraph 6, any repair and maintenance obligations of Landlord or Tenant shall be subject to the provisions of Paragraphs 14 and 15 below, which shall govern and control the same.

7. COMMON USE AND AREAS. All facilities furnished in the Shopping Center and designated for the general use, in common, of occupants of the Shopping Center, including Tenant hereunder, its agents, employees, customers and invitees, including but not limited to the common areas, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, sidewalks, canopies, loading platforms, malls, shelters, ramps, landscaped areas, and other facilities whether of a similar or dissimilar nature (herein called “Common Areas”) shall at all times be subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to change the area, level, location and arrangement of the Common Areas, to restrict parking by tenants and their employees to employee parking areas, and to make all rules and regulations and do such things from time to time as in Landlord’s sole discretion may be necessary regarding such facilities, subject to the requirements of any approved subleases.

8. PARKING, COMMON AREAS AND SERVICE AREAS. Landlord will operate and maintain the Common Areas referred to above. In addition to any other rental or charges to Tenant elsewhere set forth as additional rental, Tenant agrees to pay to Landlord its pro rata share of the expenses, of whatsoever kind or nature, for operating, maintaining, managing and repairing the Common Areas referred to above. The pro rata share of such Common Areas expenses which are required to be paid by Tenant shall be the percentage of such Common Areas expenses which is equal to the total square footage leased by Tenant as compared with and in relation to the total leaseable square footage of all buildings in the Shopping Center, whether leased or not leased. Tenant shall pay such amount not later than thirty (30) days after presentation of a statement therefor by Landlord to Tenant. Tenant shall be entitled to a credit against the amount due under this Paragraph 8 for the amount of similar payments made to Landlord by any Third Party Lessees of the Leased Premises.

9. CARE OF LEASED PREMISES. Tenant shall at all times keep the Leased Premises and the adjoining areas (subject to its reasonable control) in a clean and neat condition. Tenant shall not make any alterations, additions or improvements to the Leased Premises without Landlord’s prior written consent, in its sole and absolute discretion, subject to the requirements of any approved subleases.

10. REAL ESTATE AND OTHER TAXES. In addition to any other rental or charges to Tenant elsewhere set forth as additional rental, Tenant agrees to pay to Landlord its pro rata share of all ad valorem or other real estate taxes and assessments upon the Shopping Center regardless of the governmental jurisdiction, authority or authorities levying the same. The pro rata share of such taxes which is required to be paid by Tenant shall be that percentage of such taxes which is equal to the total square footage leased by Tenant as compared with and in relation to the total leaseable square footage of all buildings in the Shopping Center (or the smaller tax parcel of which the Leased Premises is a part), whether leased or not leased. Tenant shall pay such amount not later than thirty (30) days after presentation of a statement therefor by Landlord to Tenant.

11. INSURANCE PREMIUMS. Tenant shall pay to Landlord that portion of premiums for fire and extended coverage, business interruption, rental loss, liability and all other insurance deemed commercially reasonable and carried by Landlord with respect to the Shopping Center and Common Areas equal to the product obtained by multiplying said premium by the same fraction used under Paragraph 8 above. Within thirty (30) days after Landlord notifies Tenant of the amount due under this Paragraph and certifies the correctness of same, Tenant shall pay such amount as additional rent. Tenant shall be entitled to a credit against the amount due under this Paragraph 11 for the amount of similar payments made to Landlord by any Third Party Lessees of the Leased Premises. The amount of fire and extended coverage insurance carried by Landlord will be at Landlord’s discretion, but will not be unreasonably excessive in relation to replacement cost.

12. INDEMNIFICATION AND LIABILITY INSURANCE. Tenant shall indemnify and hold Landlord harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by Tenant of the Leased Premises or any part thereof, or occasioned wholly or in part by any negligent act or omission of Tenant, its agents, contractors, employees, servants, lessees or concessionaires. Landlord shall indemnify and hold Tenant harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Common Areas, or occasioned wholly or in part by any negligent act or omission of Landlord, its agents, contractors, employees, servants, lessees or concessionaires. In case Landlord shall be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and pay all costs and attorney’s fees incurred by Landlord in connection with such litigation and any appeals thereof. For this purpose, but without limiting Tenant’s indemnification obligations, Tenant shall provide and keep in force, for the protection of the general public and Landlord, liability insurance against claims for bodily injuries or death upon or near the Leased Premises, sidewalks, streets and service and parking areas adjacent thereto, with limits of not less than $1,000,000.00 for bodily injuries to or death of any one person and with limits of not less than $2,000,000.00 for bodily injuries to or death of any number of persons arising out of one accident, and property damage with limits of not less than $500,000.00. Tenant shall name Landlord as an additional insured. Tenant shall furnish Landlord at all times with satisfactory evidence of such coverage. All notices of termination shall be provided to Landlord at least thirty (30) days prior to such termination.

13. UTILITIES AND SERVICES. Tenant shall procure for its own account and shall pay the cost of all water, sewer, gas, electric power and fuel and other utilities consumed or used in or at said Leased Premises, including appropriate deposits as required. Tenant’s responsibility for the payment of said utilities shall begin upon the commencement of this Lease Agreement. Tenant shall also pay to Landlord any and all water connection charges for the Leased Premises if Landlord is required to pay the same to any governing authority.

14. WAIVER OF SUBROGATION. Landlord and Tenant hereby waive and release each other of and from any and all rights of recovery, claim, action or cause of action against each other, their agents, officers, directors, partners and employees, for any loss or damage that may occur to the Leased Premises or any other improvements in the Shopping Center, or personal property, including building contents, within the Leased Premises and/or the Shopping Center, by reason of fire or the elements of nature or other events normally covered by extended all risk property damage insurance coverage, regardless of cause or origin INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OF LANDLORD OR TENANT AND THEIR AGENTS, OFFICERS, DIRECTORS, MEMBERS, PARTNERS AND EMPLOYEES. Landlord and Tenant shall immediately give written notice of the terms of the mutual waivers contained in this Paragraph 14 to each of their respective insurance companies which have issued policies of insurance covering all risk property damage, and shall have the insurance policies properly endorsed to reflect the insurance company’s acknowledgment of such waiver and the absence of any subrogation rights. Each party shall provide to the other, annually within ten (10) days after request therefor, evidence that its all risk property damage insurance policies have been so endorsed.

15. FIRE OR CASUALTY. If the Leased Premises shall be damaged to the extent of more than fifty percent (50%) of the reasonable value of the improvements above foundation and floor by fire or other casualty, Landlord or Tenant may either:

(a) terminate the term of this Lease Agreement, effective as of the date of such fire or casualty, by written notice given to the other party within thirty (30) days after such date, in which event all obligations of Tenant hereunder shall terminate as of the date of such fire or casualty; or

(b) if the Lease Agreement is not terminated as set forth in paragraph (a) above, to repair, restore or rehabilitate the Leased Premises at Landlord’s expense, in which event the term hereof shall not terminate, but all rents herein reserved shall be abated on a per diem basis until the Leased Premises are restored to the same condition as existed prior to such fire or casualty.

16. EMINENT DOMAIN. In the event that all or any part of the Leased Premises or any part of the common area shall be taken by any public authority under the power of eminent domain or like power, this Lease Agreement shall terminate as of the date possession shall be required to be delivered to the appropriate authority. Landlord shall be entitled to all such awards of damages as may be allowed, subject to the requirements of any approved subleases.

17. ASSIGNMENT AND SUBLETTING. Without Landlord’s prior written consent, or except as specifically set forth herein, in its sole and absolute discretion, Tenant may not assign this Lease Agreement. Tenant may sublet any part of the Leased Premises subject to Landlord’s prior, written approval, such approval not to be unreasonably withheld so long as such sub-tenant’s proposed use does not conflict with any existing or prohibited uses at the Shopping Center, and so long as such subtenant satisfies the Leasing Standards. Landlord hereby agrees that (y) Landlord shall enter into a commercially reasonable non-disturbance and attornment agreement with the subtenant at the time such sublease is entered into, and (z) the term of such a sublease may extend beyond the term of this Lease (provided that, at the end of the term of this Lease, the sublease will convert to a direct lease between Landlord and the subtenant, so long as the sublease is otherwise an Approved Lease).

18. LEASE MODIFICATION. Landlord agrees that if Tenant, or Tenant’s agent, obtains a Third Party Lessee for any or all of the Leased Premises, and Landlord and the Third Party Lessee enter into a lease for such space, Landlord and Tenant shall execute and deliver an amendment to this Lease Agreement whereby such space leased to the Third Party Lessee shall be deleted from the Leased Premises under this Lease Agreement. In such event, that is, upon Third Party Lease Commencement (as defined in Paragraph 1 above), Tenant shall have no further duties or obligations under this Lease Agreement with respect to such space leased to a Third Party Lessee.

19. TRANSFER OF LANDLORD’S INTEREST. In the event of the sale, assignment or transfer by Landlord of its interest in the Shopping Center to a successor in interest who assumes this Lease, Landlord shall thereupon be released and discharged from all of its covenants and obligations hereunder, except such obligations as shall have accrued prior to any such sale, assignment or transfer.

20. LIENS. Nothing contained in this Lease shall be construed as a consent on the part of Landlord to subject the estate of Landlord to liability under the Mechanic’s Lien Law of the State of Georgia, it being expressly understood that Landlord’s estate shall not be subject to such liability for improvements made by Tenant. Tenant shall strictly comply with the Mechanic’s Lien Law of the State of Georgia. In the event that a claim of lien is filed against the Leased Premises and/or the Shopping Center in connection with any work performed by or on behalf of Tenant, Tenant shall satisfy such claim, or shall transfer the same to security, within thirty (30) days from the date of filing. In the event that Tenant fails to satisfy or transfer such claim within said thirty (30) day period, Landlord may do so and thereafter charge Tenant, as additional rent, all costs incurred by Landlord in connection with satisfaction or transfer of such claim, including attorneys’ fees. Further, Tenant agrees to indemnify, defend and save Landlord harmless from and against any damage or loss incurred by Landlord as a result of any such claim of lien.

21. DEFAULT. As used in this Lease Agreement, the term “event of default” shall mean any of the following:

(a) Tenant’s failure to make payment of any rental installment or any other amounts payable by Tenant to Landlord hereunder within ten (10) days after Tenant’s receipt of written notice that the same is past due;

(b) Tenant’s failure, within thirty (30) days after receipt of demand from Landlord, to fulfill any other obligation imposed on Tenant by this Lease;

(c) Tenant makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy under any chapter of the Federal Bankruptcy Act, or is the subject of an involuntary petition in bankruptcy filed against it and not dismissed within thirty (30) days; or

(d) A receiver is appointed for Tenant or Tenant’s leasehold interest hereunder or property used in connection therewith shall be taken on execution.

22. REMEDIES. Upon the happening of an “event of default”, Landlord at its option may:

(a) terminate this Lease Agreement; or

(b) terminate Tenant’s right to possession of the Leased Premises without terminating the term of this Lease Agreement.

Upon termination of this Lease Agreement for any reason, or upon termination of the Tenant’s right of possession as provided above, Tenant shall promptly surrender possession to Landlord and vacate the Leased Premises and Landlord may re-enter the Leased Premises and expel the Tenant or anyone claiming under the Tenant (subject to non-disturbance agreements described above) and remove the property of any of them without notice, formal claim or process, Landlord being absolved of any liability or claim for damages in doing anything reasonably necessary or appropriate in connection therewith. If Landlord elects to terminate the term of this Lease Agreement or Tenant’s right of possession, Landlord may, at its option, lease or sublet all or any part of the Leased Premises on such terms and conditions as Landlord may elect and collect from Tenant any balance remaining due on the rent or other obligations payable by Tenant under this Lease Agreement and such amounts shall be credited against any amounts owing by Tenant hereunder. It is expressly understood and agreed that the provisions of this Paragraph shall not be construed to limit or impair any other right, claim or remedy to which Landlord may be entitled at law or in equity in case of Tenant default.

23. ENTRY OF LANDLORD. Landlord may at all reasonable times enter the Leased Premises:

(a) to inspect or protect the Leased Premises;

(b) to effect compliance with any law, order or regulation of any lawful authority;

(d) to exhibit the Leased Premises to prospective tenants, purchasers or other persons; and

(e) to alter or otherwise prepare the Leased Premises for re-occupancy at any time after Tenant has vacated the Leased Premises.

No authorized entry by Landlord shall constitute an eviction of Tenant or a deprivation of Tenant’s rights, alter the obligations of Tenant or create any right in Tenant adverse to Landlord’s interest hereunder.

24. LANDLORD’S WARRANTIES. Landlord warrants to Tenant that it has the right to lease the Leased Premises on the terms and conditions of this Lease Agreement, that the Leased Premises are presently free of any zoning or other restrictions prohibiting use or occupancy thereof for shopping center uses and that Tenant may peaceably and quietly hold and enjoy the Leased Premises for the term of this Lease Agreement as long as it shall faithfully perform its obligations hereunder, except as otherwise provided for by the terms of this Lease Agreement.

25. NOTICES AND REPORTS. Any notice, report, statement, approval, consent, designation, demand or request to be given, and any option or election to be exercised, by a party under the provisions of this Lease Agreement shall be effective only when made in writing and delivered in person or by certified or registered mail to the other party at the applicable address set forth above. However, either party may designate a different address by giving the other party written notice of the change. Rentals payable to Landlord shall be paid by Tenant at the same address prescribed for delivery of written notice.

26. CONSTRUCTION OF LEASE. This Lease Agreement shall be construed according to the laws of the State of Georgia. References to Tenant, whenever consistent with the contents of this Lease, shall include the plural, neuter, feminine and masculine. In the absence of specific provisions to the contrary, the party upon whom an obligation is imposed by this Lease shall perform the obligation at its own expense. Paragraph headings relating to the contents of particular paragraphs are inserted only for the purpose of convenience and are not to be construed as parts of the particular paragraphs to which they refer. Any separate or attached sketch, drawing, plan, specification, rider or schedule shall be deemed an original part of this Lease Agreement only if initialed by the parties and bearing the same date as this Lease Agreement. This Lease Agreement and the Contract contain all of the understandings between the parties and may not be added to or modified except by one or more written instruments signed by the party or parties to be charged with the obligations set forth therein. The failure of Landlord to insist upon strict performance of any of the covenants or conditions of this Lease Agreement, or to exercise any option herein conferred in any one or more instances, shall not be construed as a waiver or relinquishment of any such covenants, conditions or options, but the same shall be and remain in full force and effect.

27. NON-RECORDATION. It is expressly agreed and understood that filing of record, by or through the act or effort of Tenant or its successors, legal representatives or assigns, in any manner whatsoever as an exhibit or attachment to any other instrument so filed or

otherwise, of this Lease Agreement in the public records without the prior written consent of Landlord shall be deemed a default by Tenant under the terms and conditions of this Lease Agreement. Either party hereto, upon the request of and at the expense of the other party, shall execute a short form of this Lease Agreement adequate for recordation.

28. DEFAULT BY LANDLORD. Tenant shall not have the right to terminate this Lease Agreement because of Landlord’s default unless Tenant has given notice to Landlord and to any mortgage holder of whom Tenant has been given notice, specifying the nature of default by Landlord, and Landlord or such mortgagee shall not have cured the default within thirty (30) days after such notice.

29. BINDING EFFECT OF LEASE. All rights and liabilities given to or imposed upon either of the parties by this Lease Agreement shall benefit and bind their respective successors, heirs and assigns, to the extent this Lease Agreement may be assignable as provided above.

30. PARTIAL INVALIDITY. If any term, covenant, condition or provision of this Lease Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

31. RIGHTS CUMULATIVE. All rights, powers and privileges conferred hereunder upon the parties hereto shall be cumulative and not restricted to those given by law.

32. SUBORDINATION AND ATTORNMENT.

(a) Tenant hereby subordinates its rights hereunder to the lien of any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the land and buildings of which the Leased Premises are a part, and to all advances made or hereafter to be made upon the security thereof. This subparagraph shall be self-operative and no further instrument of subordination shall be required by any mortgagee, but Tenant agrees upon request of Landlord, from time to time, to execute promptly any and all documents evidencing such subordination.

(b) In the event that any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage made by Landlord covering the Leased Premises or in the event that a deed is given in lieu of foreclosure of any such mortgage, Tenant shall attorn to the purchaser, or grantee in lieu of foreclosure, upon any such foreclosure or sale and recognize such purchaser, or grantee in lieu of foreclosure, as the Landlord under this Lease Agreement.

33. NO PARTNERSHIP. Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or a joint venturer or a member of a joint enterprise with Tenant, nor does anything in this Lease Agreement confer any interest in Landlord in the conduct of Tenant’s business.

34. LIABILITY OF LANDLORD. Tenant shall look solely to the estate and property of Landlord in the land and buildings comprising the Shopping Center and the proceeds thereof for the collection of any judgment, or in connection with any other judicial process, requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease Agreement to be observed and performed by Landlord and no other property or estate of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remedies and rights under this Lease Agreement.

This Lease Agreement and the Contract contain all of the agreements and understandings between the parties hereto with respect to the subject matter hereof and may not be modified orally or in any manner other than by an agreement in writing, signed by the parties hereto or their respective successors in interest.

35. DEFINED TERMS. Any capitalized terms that are not otherwise defined herein shall be deemed to have the meaning given them in the Contract.

[THIS SPACE INTENTIONALLY LEFT BLANK]

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, Landlord and Tenant have each caused these presents to be appropriately executed.

		LANDLORD:

		KRG DEVELOPMENT, LLC, an Indiana limited liability company


			By:
			Name:
			Its:

[THIS SPACE INTENTIONALLY LEFT BLANK]

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

		TENANT:

		U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP, a Delaware limited partnership

		By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner

		By:
		Name:
		Its:

SCHEDULE 3

FORM OF ▇▇▇▇ OF SALE TO PERSONAL PROPERTY

▇▇▇▇ OF SALE

THIS ▇▇▇▇ OF SALE (“▇▇▇▇ of Sale”) is made and entered into as of the day of , 200 , by U.S. Retail Income Fund , Limited Partnership, a Delaware limited partnership (“Seller”), for the benefit of KRG Development, LLC, an Indiana limited liability company (“Purchaser”).

W I T N E S S E T H:

WHEREAS, contemporaneously with the execution hereof, Seller has conveyed to Purchaser certain improved real property commonly known as “ Shopping Center” located in , County, and more particularly described on Exhibit “A” attached hereto (the “Property”); and

WHEREAS, in connection with said conveyance, Seller desires to transfer and convey to Purchaser all of Seller’s right, title and interest in and to certain tangible personal property, inventory and fixtures located in and used exclusively in connection with the ownership, maintenance or operation of the Property and the Improvements thereon;

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Seller by Purchaser, the premises and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Seller and Purchaser, it is hereby agreed as follows:

1. All capitalized terms not defined herein shall have the meanings ascribed to such terms as set forth in that certain Purchase and Sale Agreement dated as of , 2005, between Seller and Purchaser (the “Sales Contract”).

2. Seller hereby unconditionally and absolutely transfers, conveys and sets over to Purchaser, without warranty or representation of any kind, express or implied, all right, title and interest of Seller in any and all furniture (including common area furnishings and interior landscaping items), carpeting, draperies, appliances, personal property (excluding any computer software which either is licensed to Seller or Seller deems proprietary), machinery, apparatus and equipment owned by Seller and currently used exclusively in the operation, repair and maintenance of the Land and Improvements and situated thereon, including, without limitation, all of Seller’s right, title and interest in and to those items of tangible personal property set forth on Exhibit “B” attached hereto and all books, records and files (excluding any appraisals, budgets, strategic plans for the Property, internal analyses, information regarding the marketing of the Property for sale, submissions relating to Seller’s obtaining of corporate authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller or Seller’s property manager which Seller deems

proprietary) relating to the Land and Improvements (the “Personal Property”). The Personal Property does not include any property owned by tenants, contractors or licensees.

3. The Personal Property is hereby transferred and conveyed subject to those certain matters more particularly described on Exhibit “C” attached hereto and made a part hereof.

4. This ▇▇▇▇ of Sale shall inure to the benefit of Purchaser, and be binding upon Seller, and their respective legal representatives, transfers, successors and assigns.

IN WITNESS WHEREOF, Seller has caused this ▇▇▇▇ of Sale to be executed under seal as of this day and year first above written.

		U.S. RETAIL INCOME FUND , LIMITED PARTNERSHIP, a Delaware limited partnership


		By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner


		By:
		Name:
		Title:

Exhibit “A”

Legal Description

Exhibit “B”

List of Personal Property

Exhibit “C”

Permitted Encumbrances

SCHEDULE 4

FORM OF ASSIGNMENT AND ASSUMPTION OF OPERATING AGREEMENTS

ASSIGNMENT AND ASSUMPTION OF CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (“Assignment”) is made and entered into as of the day of , 200 , by and between U.S. RETAIL INCOME FUND , LIMITED PARTNERSHIP, a Delaware limited partnership (“Assignor”) and KRG DEVELOPMENT, LLC, an Indiana limited liability company (“Assignee”).

W I T N E S S E T H:

WHEREAS, contemporaneously with the execution hereof, Assignor has conveyed to Assignee certain real property commonly known as “ Shopping Center” in , County, , and more particularly described on Exhibit “A” attached hereto (the “Property”); and

WHEREAS, in connection with said conveyance, Assignor desires to transfer and assign to Assignee, to the extent assignable, all of Assignor’s right, title and interest in and to certain service contracts related to the Property, and to the extent assignable, all guaranties and warranties given in connection with the operation, construction, improvement, alteration or repair of the Property; and Assignee desires to assume Assignor’s obligations under said service contracts;

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Assignor by Assignee, the Premises and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby covenant and agree as follows:

2. Assignee, by acceptance hereof, hereby assumes and agrees to perform all of Assignor’s duties and obligations under the Service Contracts arising from and after the date hereof.

3. All representations and warranties of Assignor made in the Contract in respect of the Service Contracts, as recertified to Assignee pursuant to that certain Seller’s Certificate as to Representations of even date herewith from Assignor to Assignee, shall survive for a period of one (1) year from the date hereof, and upon the expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Assignee shall give Assignor written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Assignor with respect thereto within ninety (90) days after the giving of such notice. Notwithstanding anything to the contrary contained in the Contract or this Assignment, in no event shall Assignor’s total liability for any such breach or breaches exceed, in the aggregate, Seven Hundred Fifty Thousand and No/100 Dollars ($750,000). In no event shall Assignor be liable for, nor shall Assignee seek, any consequential, indirect or punitive damages; and in no event whatsoever shall any claim for a breach of any representation or warranty of Assignor be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Assignee prior to the date hereof.

4 This Assignment shall inure to the benefit and be binding upon Assignor and Assignee and their respective legal representatives, successors and assigns.

IN WITNESS WHEREOF, the duly authorized representatives of Assignor and Assignee have caused this Assignment to be properly executed under seal as of this day and year first above written.

		ASSIGNOR:

		U.S. RETAIL INCOME FUND , LIMITED PARTNERSHIP, a Delaware limited partnership


		By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner

		By:
		Name:
		Title:

		ASSIGNEE:

		KRG DEVELOPMENT, LLC, an Indiana limited liability company


		By:
		Name:
		Title:

Exhibit A

Legal Description

Exhibit B

Assigned Contracts

None

Exhibit C

Permitted Exceptions

SCHEDULE 4.1(M)

DISCLOSURE OF CONDEMNATION

SCHEDULE 5

FORM OF GENERAL ASSIGNMENT OF

SELLER’S INTEREST IN INTANGIBLE PROPERTY

GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT (“Assignment”) is made and entered into as of the day of , 2005 by U.S. Retail Income Fund , Limited Partnership a Delaware limited partnership (“Assignor”) to KRG Development, LLC, an Indiana limited liability company (“Assignee”).

W I T N E S S E T H:

WHEREAS, in connection with said conveyance, Assignor desires to transfer and assign to Assignee all of Assignor’s right, title and interest (if any) in and to all assignable trade names, entitlements and other intangible property used and owned by Assignor (if any) in connection with the Property, subject to the matters set forth on Exhibit “B” attached hereto and made a part hereof;

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Assignor by Assignee, the premises and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby covenant and agree as follows:

1. Assignor hereby unconditionally and absolutely assigns, transfers, sets over and conveys to Assignee, to the extent assignable, and without warranty or representation of any kind, express or implied, except as set forth below and except for any warranty or representation contained in that certain Purchase and Sale Agreement dated as of , 2005, between Assignor and Assignee (the “Contract”) applicable to the property assigned herein, all of Assignor’s right, title and interest (if any) in and to all intangible property, if any, owned by Assignor related to the real property and improvements constituting the Property (excluding any computer software which either is licensed to Assignor or Assignor deems proprietary), including, without limitation, Assignor’s rights and interests in and to the following (i) the name “ Shopping Center”, (ii) all assignable plans and specifications and other architectural and engineering drawings for the Land and Improvements (as defined in the Contract); (iii) all assignable warranties or guaranties given or made in respect of the Improvements or Personal Property (as defined in the Contract); and (iv) all transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any

governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or Improvements.

2. All representations and warranties of Assignor made in the Contract in respect of the Intangible Property (as defined in the Contract), as recertified to Assignee pursuant to that certain Seller’s Certificate as to Representations of even date herewith from Assignor to Assignee, shall survive for a period of one (1) year from the date hereof, and upon the expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Assignee shall give Assignor written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Assignor with respect thereto within ninety (90) days after the giving of such notice. Notwithstanding anything to the contrary contained in the Contract or this Assignment, in no event shall Assignor’s total liability for any such breach or breaches exceed, in the aggregate, Seven Hundred Fifty Thousand and No/100 Dollars ($750,000). In no event shall Assignor be liable for, nor shall Assignee seek, any consequential, indirect or punitive damages; and in no event whatsoever shall any claim for a breach of any representation or warranty of Assignor be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Assignee prior to the date hereof.

3. This Assignment shall inure to the benefit and be binding upon Assignor and Assignee and their respective legal representatives, successors and assigns.

IN WITNESS WHEREOF, the duly authorized representative of Assignor has caused this Assignment to be properly executed under seal as of this day and year first above written.

		ASSIGNOR:

		U.S. RETAIL INCOME FUND , LIMITED PARTNERSHIP, a Delaware limited partnership


		By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner


		By:
		Name:
		Title:

Exhibit “A”

Legal Description

Exhibit “B”

Permitted Exceptions

SCHEDULE 6

FORM OF SELLER’S AFFIDAVIT

(FOR PURCHASER’S TITLE INSURANCE PURPOSES)

SELLER’S AFFIDAVIT

STATE OF GEORGIA

COUNTY OF ▇▇▇▇

Personally appeared before me, the undersigned deponent who being duly sworn, deposes and says on oath the following to the best of his knowledge and belief:

1. That the undersigned is the general partner of U.S. Retail Income Fund , Limited Partnership, a Delaware limited partnership (hereinafter referred to as “Owner”) and as such general partner of the Owner, the undersigned has knowledge of the facts sworn to in this Affidavit.

2. That Owner is the owner of certain real property located in County, , being described on EXHIBIT A, attached hereto and made a part hereof (hereinafter referred to as the “Property”), subject to those matters set forth on EXHIBIT B, attached hereto and made a part hereof.

3. That Owner is in possession of the Property, and to the best knowledge and belief of the undersigned, no other parties have any claim to possession of the Property, except as set forth on EXHIBIT B hereto.

4. That the undersigned is not aware of and has received no notice of any pending suits, proceedings, judgments, bankruptcies, liens or executions against the Owner which affect title to the Property except for any matters set forth on EXHIBIT B-1 hereto.

5. That except as may be set forth on EXHIBIT B hereto, there are no unpaid or unsatisfied security deeds, mortgages, claims of lien, special assessments for sewer or streets, or ad valorem taxes which constitute a lien against the Property or any part thereof.

6. That, except as may be set forth on EXHIBIT C attached hereto and made a part hereof, no improvements or repairs have been made upon the Property at the instance of Owner within the ninety-five (95) days immediately preceding the date hereof for which the cost has not been paid; and, except as may be set forth on EXHIBIT C hereto, there are no outstanding bills for labor or materials used in making improvements or repairs on the Property at the instance of Owner or for services of architects, surveyors, or engineers incurred in connection therewith at the instance of Owner.

7. That Owner is not a foreign person, a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code. The federal employer identification number of the Owner is and Owner’s address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. This statement is made by the undersigned in compliance with Section 1445 of the Internal Revenue Code to exempt any transferee of the Property from withholding the tax required upon a foreign transferor’s disposition of a U.S. real property interest

8. That, except for NewBridge Retail Advisors (hereinafter referred to as “Broker”) engaged by Owner in connection with the sale of the Property to KRG Development, LLC, an Indiana limited liability company (hereinafter referred to as “Purchaser”) and those certain leasing agents (hereinafter referred to as the “Leasing Agents”) set forth on EXHIBIT D attached hereto and made a part hereof in connection with certain brokers’ commission agreements, Owner has not engaged any “broker’s” services (as defined in O.C.G.A. § 44-14-601) with regard to the purchase, sale, management, lease, option or other conveyance of any interest in the Property; as to Broker, the Closing Statement executed in connection with the sale of the Property to Purchaser reflects payment in full satisfaction of all amounts owed to Broker with respect to the Property; as to the Leasing Agents, all amounts owed to the Leasing Agents through the date hereof have been paid in full as of the date hereof; and as of the date hereof, Owner has not received any notice of lien from Broker, any of the Leasing Agents or any other real estate broker, salesman, agent or similar person relating to the Property.

9. That to Owner’s knowledge there are no boundary disputes affecting the Property.

10. That this Affidavit is made to induce Chicago Title Insurance Company to insure title to the Property, without exception other than as set forth on EXHIBIT B hereto, relying on information in this document.

Sworn to and subscribed before me,			BVT Institutional Investments, Inc.


this day of , 200 .			By:
			Name:
			Title:



Notary Public

My Commission Expires:



(NOTARIAL SEAL)

EXHIBIT A

Legal Description

EXHIBIT B

Existing Encumbrances

EXHIBIT B-1

List of any Pending Actions regarding Tenant Matters

EXHIBIT C

List of any Contractors, Materialmen or Suppliers Not Yet Paid in Full

EXHIBIT D

Leasing Commission Agreements

SCHEDULE 7

FORM OF SELLER’S CERTIFICATE

(AS TO SELLER’S REPRESENTATIONS AND WARRANTIES)

SELLER’S CERTIFICATE AS TO REPRESENTATIONS

THIS SELLER’S CERTIFICATE AS TO REPRESENTATIONS (this “Certificate”) is given and made by U.S. Retail Income Fund VIII-D, Limited Partnership a Delaware limited partnership (collectively “Seller”), this day of , 200 , for the benefit of KRG Development, LLC, an Indiana limited liability company (“Purchaser”).

Pursuant to the provisions of that certain Purchase and Sale Agreement, dated as of , 2005, between Seller and KRG Development, LLC (the “Contract”), which has since been assigned to Purchaser, for the purchase and sale of certain real property commonly known as Fountain Oaks Shopping Center (the “Property”), Seller certifies that except as may be set forth to the contrary in EXHIBIT ”B” attached hereto and made a part hereof, all of the representations and warranties of Seller contained in the Contract remain true and correct in all material respects as of the date hereof; and

The representations and warranties contained herein shall survive for a period of one (1) year after the date hereof, and upon the expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Purchaser shall give Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Seller with respect thereto within ninety (90) days after the giving of such notice. Notwithstanding anything to the contrary contained in the Contract or this Certificate, in no event shall Seller’s total liability for any such breach or breaches exceed, in the aggregate, Seven Hundred Fifty Thousand and No/100 Dollars ($750,000). In no event shall Seller be liable for, nor shall Purchaser seek, any consequential, indirect or punitive damages; and in no event whatsoever shall any claim for a breach of any representation or warranty of Seller be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Purchaser prior to the date hereof.

[signatures begin on next page]

IN WITNESS WHEREOF, Seller has caused this Certificate to be executed by its duly authorized representative as of the day and year first above written.

	U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP, a Delaware limited partnership


	By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner


	By:
	Name:
	Title:

EXHIBIT “A”

LEGAL DESCRIPTION

EXHIBIT “B”

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

SCHEDULE 8

FORM OF SELLER’S FIRPTA AFFIDAVIT

CERTIFICATION OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by U.S. Retail Income Fund , Limited Partnership, a Delaware limited partnership (the “Seller”), the Seller hereby certifies as follows:

1. The Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. The Seller’s U.S. employer identification number is ; and

3. The Seller’s office address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

The undersigned understands that this Certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

This Certificate is made with the knowledge that KRG Development, LLC, an Indiana limited liability company, will rely upon this Certificate in purchasing that certain real property from Seller more particularly described on Exhibit A attached hereto.

Under penalties of perjury I declare that I have examined this Certification and to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Seller.

Date: , 200	U.S. Retail Income Fund , Limited Partnership, a Delaware limited partnership

	By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner

	By:
	Name:
	Title:

THIS CERTIFICATION MUST BE RETAINED UNTIL THE END OF THE FIFTH TAXABLE YEAR FOLLOWING THE TAXABLE YEAR IN WHICH THE TRANSFER TAKES PLACE.

SCHEDULE 9

FORM OF SELLER’S GEORGIA WITHHOLDING TAX AFFIDAVIT]

AFFIDAVIT OF SELLER’S RESIDENCE

Seller’s Name		Seller’s Identification Number (SSN or FEI)

U.S. Retail Income Fund VIII-D		N/A
Limited Partnership		Spouse Identification Number (if jointly owned)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

INSTRUCTIONS

This form is provided to be executed by the seller and furnished to the buyer to establish Georgia residency, such that withholding from the proceeds of the sale of property are not subject to the withholding laws of this state. (See O.C.G.A. 48-7-128.)

Sellers are not subject to withholding from the proceeds of sale if either they reside in Georgia , or they are deemed to be a Georgia resident by virtue of the fact that they have filed Georgia tax returns in the preceding two years, do business or own property in Georgia, intend to file a Georgia Tax return for the current year, and if a corporation or limited partnership, are registered to do business in this State.

Buyer is not required to withhold if this affidavit (or one in substantially the same form ) is submitted to the Department in lieu of a withholding tax return.

The seller is to execute this affidavit by placing an initial in the blanket preceding statements which apply.

Seller is exempt from withholding on the sale of property because:

o Seller is a resident of Georgia.

Seller is not a resident of Georgia, but is deemed a resident for purposes of withholding by virtue of the following:

ý Seller is a nonresident who has filed Georgia tax returns for the preceding two year; and

o Seller is an established business in Georgia and will continue substantially the same business in Georgia after the sale OR the seller has real property in the State at the time of closing of equal or greater value than the withholding tax liability as measured by the 100% property tax assessment of such remaining property; and

o Seller will report the sale on a Georgia Income Tax return for the current year and file by its due date; and

o If Seller is a corporation or limited partnership, seller is registered to do business in Georgia.

Under penalty a perjury, I swear that the above information is, to the best of my knowledge and belief, true, correct, and complete.

U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP
a Delaware limited partnership

By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner

By:
Name:
Title:

Sworn to and subscribed before me this
day of , 200 .

Notary Public

My commission expires:

(NOTARIAL SEAL)

SCHEDULE 10

FORM OF PURCHASER’S CERTIFICATE

(AS TO PURCHASER’S REPRESENTATIONS AND WARRANTIES)

PURCHASER’S CERTIFICATE AS TO REPRESENTATIONS

THIS PURCHASER’S CERTIFICATE AS TO REPRESENTATIONS (this “Certificate”) is given and made by KRG Capital, LLC, an Indiana limited liability company (“Purchaser”), this day of , 200 , for the benefit of U.S. Retail Income Fund VIII-D, Limited Partnership a Delaware limited partnership (“Seller”).

Pursuant to the provisions of that certain Purchase and Sale Agreement, dated as of , 2005, between Seller and Purchaser (the “Contract”), for the purchase and sale of certain real property commonly known as Fountain Oaks Shopping Center (the “Property”), Purchaser certifies that except as may be set forth to the contrary in EXHIBIT ”B” attached hereto and made a part hereof, all of the representations and warranties of Purchaser contained in the Contract remain true and correct in all material respects as of the date hereof; and

IN WITNESS WHEREOF, Purchaser has caused this Certificate to be executed by its duly authorized representative as of the day and year first above written.

	“PURCHASER”

	KRG DEVELOPMENT, LLC, an Indiana limited liability company


	By:
	Name:
	Title:
	(CORPORATE SEAL)

EXHIBIT “A”

LEGAL DESCRIPTION

EXHIBIT “B”

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

SCHEDULE 11

FORM OF SELLER’S ESTOPPEL

AS TO TENANTS)

LANDLORD ESTOPPEL CERTIFCATE

, ▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, LLC

▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

RE:	Lease:	Lease dated between , as original or successor landlord (“Landlord”), and (“Tenant”), as the same may have been amended by (the “Lease”)

Premises:
Commencement Date:
Expiration Date:
Current Monthly Base Rent:				$
Current Monthly Additional Rent:				$
Security Deposit:				$
Monthly Base Rent Paid Through:				, 200
Monthly Additional Rent Paid Through:				, 200

Ladies and Gentlemen:

We are the Landlord under the lease described above, and this certificate is given pursuant to Section 6.1(d) of that certain Purchase and Sale Agreement (the “Agreement”) dated , 200 , between Landlord, as Seller, and you, as Purchaser, with respect to . We give you this certificate to permit you, your successors or assigns and any mortgagee to rely on it as conclusive evidence of the matters stated below, in completing the purchase by you or your assignee, and a possible loan secured by, , which includes the Premises. We certify to you and your successors and assigns and your mortgagee as follows:

1. Except as may be set forth on Exhibit ”A” hereto, Tenant is in sole possession of and is occupying the Premises. Except as may be set forth on Exhibit ”A” hereto, Tenant has not subleased all or any part of the Premises or assigned the Lease, or otherwise transferred its interest in the Lease or the Premises.

2. The Lease is currently in effect and constitutes the entire agreement between Landlord and Tenant. The Lease has not been amended, modified, or changed, whether in writing or orally, except as may be stated in the Lease.

3. To Landlord’s knowledge, the Commencement Date and Expiration Date of the term of the Lease are correctly stated above. Tenant has no options or rights and has not exercised any options or rights to renew, extend, amend, modify, or change the term of the Lease, except as may be stated in the Lease.

4. The current monthly Base Rent under the Lease and the current monthly Additional Rent under the Lease are correctly stated above. Monthly Base Rent and monthly Additional Rent have been paid through the respective dates stated above. No rent has been prepaid for more than one month. Tenant has not been given any free rent, partial rent, rebates, rent abatements, or rent concessions of any kind, except as may be stated in the Lease.

5. Tenant has deposited the Security Deposit stated above with Landlord, and except as may be set forth on Exhibit ”B” hereto none of the Security Deposit has been applied by Landlord to the payment of rent or any other amounts due under the Lease.

6. To Landlord’s knowledge, any construction, build-out, improvements, alterations, or additions to the Premises required under the Lease have been fully completed in accordance with the plans and specifications described in the Lease.

7. To Landlord’s knowledge, Landlord has fully performed all of its obligations under the Lease and is not in default under any term of the Lease. In addition, to Landlord’s knowledge, no circumstances exist under which Landlord may be deemed in default merely upon service of notice or passage of time.

8. Tenant has not currently asserted to Landlord and, to Landlord’s knowledge, Tenant has no defenses, set-offs, or counterclaims to the payment of rent and all other amounts due from Tenant to Landlord under the Lease.

9. Tenant has not been granted and has not exercised any options or rights of expansion, purchase, or first refusal concerning the Lease or the Premises, except as may be stated in the Lease.

10. To Landlord’s knowledge, Tenant has not filed and is not the subject of any filing for bankruptcy or reorganization under federal bankruptcy laws.

All references herein to the “knowledge of Seller” or “to Seller’s knowledge” shall have the same meaning and shall be subject to the same qualifications as set forth in Section 4.2 of the Agreement.

This certificate shall terminate and be of no further force and effect, and Seller shall have no further liability hereunder, upon the receipt by you or your successors and assigns of a duly executed Tenant Estoppel Certificate from the Tenant under the Lease with respect to the matters herein contained, all as set forth in Section 6.1(d) of the Agreement.

Sincerely,

U.S. Retail Income Fund , Limited Partnership

a Delaware limited partnership

By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner

By:

Its:

EXHIBIT “A”

1. Description of Subleases and/or Assignments of Tenant’s Interest (if none, then state none)

2. Amounts of the Security Deposit Which Have Been Applied by Landlord (if none, then state none)

PURCHASE AND SALE AGREEMENT BETWEEN U.S. RETAIL INCOME FUND VIII-D, LIMITED PARTNERSHIP (“SELLER”) AND KRG DEVELOPMENT, LLC (“BUYER”) FOR FOUNTAIN OAKS SHOPPING CENTER, ATLANTA, GEORGIA March 3, 2005

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