POST-CLOSING AGREEMENT

 

                                                                  Exhibit 10.102

                             POST-CLOSING AGREEMENT

      THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of the ___ day
of_______ 2004, by INLAND WESTERN EULESS LIMITED PARTNERSHIP, an Illinois
limited partnership, having an office at 2901 Butterfield Road, Oak Brook,
Illinois 60523 having its principal place of business ("Borrower"), to BEAR
STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at
383 Madison Avenue, New York, New York 10179 ("Lender").

                                    RECITALS:

      A.    Borrower by its promissory note of even date herewith given to
Lender (the note together with all extensions, renewals, modifications,
substitutions and amendments thereof shall collectively be referred to as the
"Note") is indebted to Lender in the principal sum of $8,950,000.00 in lawful
money of the United States of America, with interest from the date thereof at
the rates set forth in the Note (the indebtedness evidenced by the Note,
together with such interest accrued thereon, shall collectively be referred to
as the "Loan"), principal and interest to be payable in accordance with the
terms and conditions provided in the Note.

      B.    The Loan is secured by, among other things, a Deed of Trust and
Security Agreement (the "Security Instrument"), dated as of the date hereof,
which grants Lender a first lien on the property encumbered thereby (the
"Property"). All and any of the documents other than the Note, the Security
Instrument and this Agreement now or hereafter executed by Borrower and/or
others and by or in favor of Lender, which wholly or partially secure or
guarantee payment of the Note are referred to as the "Other Security Documents."

      C.    Lender was unwilling to make the Loan to Borrower unless Borrower
agreed to timely perform the matters set forth herein.

                                   AGREEMENT:

      For good and valuable consideration the parties hereto agree as follows:

      1.    POST-CLOSING OBLIGATIONS. Borrower covenants and agrees to provide
to Lender evidence satisfactory to Lender in its sole and absolute discretion
that it has accomplished each of the tasks identified on EXHIBIT A attached
hereto and incorporated by reference herein.

      2.    GOVERNING LAW. This Agreement shall be deemed to be a contract
entered into pursuant to the laws of the State of New York and shall in all
respects be governed, construed, applied and enforced in accordance with the
laws of the State of New York.

      3.    NOTICES. All notices or other written communications to Borrower or
Lender hereunder shall be deemed to have been properly given (i) upon delivery,
if delivered in person with receipt acknowledged by the recipient thereof, (ii)
one (1) Business Day (hereinafter defined) after having been deposited for
overnight delivery with any reputable overnight courier service, or (iii) three
(3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified



mail, postage prepaid, return receipt requested, addressed to Borrower or Lender
at their addresses set forth in the Security Instrument or addressed as such
party may from time to time designate by written notice to the other parties.
For purposes of this Agreement, the term "Business Day" shall mean any day other
than Saturday, Sunday or any other day on which banks are required or authorized
to close in New York, New York.

      Either party by notice to the other may designate additional or different
addresses for subsequent notices or communications.

      4.    NO ORAL CHANGE. This Agreement, and any provisions hereof, may not
be modified, amended, waived, extended, changed, discharged or terminated orally
or by any act or failure to act on the part of Borrower or Lender, but only by
an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.

      5.    LIABILITY. If Borrower consists of more than one person, the
obligations and liabilities of each such person hereunder shall be joint and
several. This Agreement shall be binding upon and inure to the benefit of
Borrower and Lender and their respective successors and assigns forever.

      6.    INAPPLICABLE PROVISIONS. If any term, covenant or condition of this
Agreement is held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be construed without such provision.

      7.    HEADINGS, ETC. The headings and captions of various paragraphs of
this Agreement are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.

      8.    DUPLICATE ORIGINALS; COUNTERPARTS. This Agreement may be executed in
any number of duplicate originals and each duplicate original shall be deemed to
be an original. This Agreement may be executed in several counterparts, each of
which counterparts shall be deemed an original instrument and all of which
together shall constitute a single Assignment. The failure of any party hereto
to execute this Agreement, or any counterpart hereof, shall not relieve the
other signatories from their obligations hereunder.

      9.    NUMBER AND GENDER. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa.

      10.   SECONDARY MARKET/SERVICING. Lender may, at any time, sell, transfer
or assign this Agreement, the Note, the Security Instrument and the Other
Security Documents, and any or all servicing rights with respect thereto, or
grant participations therein or issue mortgage passthrough certificates or other
securities evidencing a beneficial interest in a rated or unrated public
offering or private placement (the "Securities"). Lender may forward to each
purchaser, transferee, assignee, servicer, participant, investor in such
Securities or any Rating Agency rating such Securities (collectively, the
"Investor") and each prospective Investor, all documents and information which
Lender now has or may hereafter acquire relating to the Debt and to Borrower and
the Property, whether furnished by Borrower or otherwise, as Lender determines
necessary



or desirable. Borrower agrees to cooperate with Lender in connection with any
transfer made or any Securities created pursuant to the Security Instrument,
including, without limitation, the delivery of an estoppel certificate in
accordance therewith, and such other documents as may be reasonably requested by
Lender. Borrower shall also furnish and Borrower consents to Lender furnishing
to such Investors or such prospective Investors any and all information
concerning the Property, the Leases, the financial condition of Borrower as may
be requested by Lender, any Investor or any prospective Investor in connection
with any sale, transfer or participation interest. Lender may retain or assign
responsibility for servicing the Loan, including the Note, the Security
Instrument, this Agreement and the Other Security Documents, or may delegate
some or all of such responsibility and/or obligations to a servicer including,
but not limited to, any subservicer or master servicer. Lender may make such
assignment or delegation on behalf of the Investors if the Note is sold or this
Agreement or the Other Security Documents are assigned. All references to Lender
herein shall refer to and include any such servicer to the extent applicable.

      11.   MISCELLANEOUS.

            (a)   Wherever pursuant to this Agreement (i) Lender exercises any
right given to it to approve or disapprove, (ii) any arrangement or term is to
be satisfactory to Lender, or (iii) any other decision or determination is to be
made by Lender, the decision of Lender to approve or disapprove, all decisions
that arrangements or terms are satisfactory or not satisfactory and all other
decisions and determinations made by Lender, shall be in the sole and absolute
discretion of Lender and shall be final and conclusive, except as may be
otherwise expressly and specifically provided herein.

            (b)   Wherever pursuant to this Agreement it is provided that
Borrower pay any costs and expenses, such costs and expenses shall include, but
not be limited to, legal fees and disbursements of Lender, whether retained
firms, the reimbursement for the expenses of in-house staff or otherwise.

      12.   EXCULPATION. Borrower's obligations under this Agreement are subject
to the provisions of Article 15 of the Security Instrument, and such provisions
are incorporated herein by reference.



      IN WITNESS WHEREOF the undersigned have executed this Agreement as of the
date and year first written above.

                               BORROWER:

                               INLAND WESTERN EULESS LIMITED PARTNERSHIP,
                               an Illinois limited partnership

                               By: Inland Western Euless GP, L.L.C., a
                                   Delaware limited liability company,
                                   its sole general partner

                                   By: Inland Western Retail Real Estate Trust,
                                       Inc., a Maryland corporation, its sole
                                       member

                                       By: /s/ Debra A. Palmer
                                           -------------------
                                           Name: Debra A. Palmer
                                           Title: Asst. Secretary



                                    EXHIBIT A

Borrower shall use best efforts to deliver to Lender the Chicago Title Insurance
Company's amendatory endorsement to the Chicago Title Insurance Company Policy
in favor of Lender, which shall state that the exceptions in items
12(b)(c)(d)(e)(f) and (i) of the Commitment No. 44-901-80-TNB1467 are removed
from said policy on or before six (6) months of the date hereof.

Borrower shall use best efforts to deliver to Lender the tenant estoppel
executed by Whataburger, Inc. within thirty (30) days of the date hereof in the
form attached. 

Basic Info X:

Name: POST-CLOSING AGREEMENT
Type: Post-closing Agreement
Date: June 15, 2004
Company: RETAIL PROPERTIES OF AMERICA, INC.
State: Maryland

Other info: