Exhibit 10.218
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("ESCROW AGREEMENT") is made as of this 1 day of
July 2004, by and among by RED BOARDWALK, LLC, a Missouri limited liability
company and REDBARRY, L.L.C., a Missouri limited liability company
(collectively, "RED"), INLAND WESTERN KANSAS CITY, L.L.C., a Delaware limited
liability company ("INLAND") and CHICAGO TITLE INSURANCE COMPANY ("ESCROW
AGENT").
RECITALS:
A. RED and Inland Real Estate Acquisitions, Inc. previously entered
into that certain agreement dated as of March 9, 2004, as amended (the
"AGREEMENT"), with respect to that certain real property known as The Shops at
Boardwalk, located in Kansas City, Missouri (the "PROPERTY"), as more fully
described in the Agreement. A copy of the Agreement has been delivered to Escrow
Agent and is incorporated by reference herein. Inland Real Estate Acquisitions,
Inc. subsequently assigned its interest in the Agreement to Inland by Assignment
of Contract effective June 30, 2004.
B. Pursuant to the terms of the Agreement, RED has agreed to deposit
with Escrow Agent the sum of Two Million Nine Hundred Eighty Six Thousand Three
Hundred Thirty and no/100 Dollars ($2,986,330.00) (the "ESCROW DEPOSIT") with
respect to RED's obligation to pay certain lease commissions, for payment of
certain tenant improvements for certain tenant space not leased or fully
occupied as of the date hereof (the "VACANT SPACES"), and for certain rent
obligations, all as described by this Escrow Agreement.
C. Escrow Agent is willing to accept the Escrow Deposit and hold and
disburse same in accordance with the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. DEPOSIT. RED hereby deposits with Escrow Agent, and Escrow Agent
hereby acknowledges receipt of the sum of Two Million Nine Hundred Eighty Six
Thousand Three Hundred Thirty and no/100 Dollars ($2,986,330.00) as the total
Escrow Deposit. Escrow Agent hereby agrees to deposit $1,000,000.00 of the
Escrow Deposit into an interest bearing account with the First National Bank of
Olathe, and the balance of the Escrow Deposit into an interest bearing account
in a Permitted Investment, with interest accruing for the benefit of RED. The
federal taxpayer identification of RED is as follows: 00-0000000.
2. DISBURSEMENTS. Escrow Agent shall retain the Escrow Deposit in the
account, and shall cause the same to be disbursed therefrom as follows:
(a) TENANT IMPROVEMENT DEPOSIT. That portion of the Escrow
Deposit identified as the sum of Three Hundred Forty Five Thousand Five
Hundred Twenty Five
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and no/100 Dollars ($345,525.00) is hereby referred to as the "TENANT
IMPROVEMENT DEPOSIT." The Tenant Improvement Deposit is attributable to the
Vacant Spaces in the following amounts:
SUITE # SQUARE FEET AMOUNT
------- ----------- ------
05-02 2,345 $ 35,175
05-08 5,579 $ 83,685
05-14 1,500 $ 22,500
05-15 6,486 $ 97,290
05-24A 2,088 $ 31,320
05-24B 5,037 $ 75,555
-----------------------------
23,035 $ 345,525
=============================
The tenant improvement allowances shall be used for the hard and soft
costs of constructing tenant improvements and related costs, including without
limitation design fees, cost of plans and specifications, permit fees and
construction costs, but shall exclude leasing commissions, broker's or finder's
fees. Notwithstanding anything to the contrary set forth herein, if the tenant
is doing all or any part of the leasehold improvements in its respective
premises and the tenant's lease (which shall have approved by Inland, such
approval not to be unreasonably withheld, conditioned or delayed) provides that
the landlord is to provide a tenant improvement allowance to such tenant, the
amount of tenant improvement allowance deposited hereunder shall be disbursed in
accordance with the terms of the lease. Interim disbursements may be made not
more often than one (1) time per month. The Tenant Improvement Deposit shall be
disbursed by Escrow Holder in accordance with the terms of the leases to pay the
costs thereof to contractors and vendors providing labor or material, or in the
event RED has paid such costs itself, to reimburse RED, within 10 days of
request for disbursement after the following conditions have been satisfied:
(i) The portion of the tenant improvements for which
disbursement is requested must have been constructed substantially in
conformance with the plans and specifications therefor approved by
Inland, which approval shall not be unreasonably conditioned, withheld or
delayed.
(ii) To the extent RED has paid all or any portion of tenant
improvement allowance or RED is requesting an interim disbursement to a
contractor, each request for disbursement shall be (i) on an Application
and Certification for Payment of Tenant Improvements, (ii) shall contain
a certification by RED that all tenant improvement work for which interim
or full payment is requested has been substantially completed (iii) shall
be accompanied by lien waivers executed by all the parties who performed
work or supplied materials for the work or who are to be paid by such
disbursement and completed under any previous draw, (iv) such Application
and Certification shall be in the form attached hereto as EXHIBIT A and
shall also be approved by Inland (as evidenced by Inland signing thereon
before the disbursement is made) such
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approval not to be unreasonably conditioned, delayed or withheld. If RED
is requesting that such amount be payable to RED, in addition to the
foregoing, RED shall provide Inland and Escrow Holder with reasonable
evidence of RED's payment of such tenant improvement allowance.
(iii) Simultaneously, Chicago Title Insurance Company ("CTIC")
shall issue an endorsement to Inland's title insurance policy insuring
that there are no unbonded mechanics' or materialmen's liens relating to
the work for which the disbursement is sought.
(iv) The final disbursement for tenant improvements for each
tenant space shall be the balance of the amount specified above for the
respective tenant space, subject to RED delivering to Inland an estoppel
certificate from the Tenant confirming that all Landlord work required by
the lease has been completed and a final, unconditional certificate of
occupancy for each space that is the subject of the disbursement and
final lien waivers signed by the general contractor and all
subcontractors performing work or providing materials for improvements
for such tenant improvements.
(v) If any portion of the Tenant Improvement Deposit has not
been disbursed on or before the Termination Date, if all of the tenant
improvements for the Vacant Space as required by the respective tenant
leases have been completed and the documentation described above has been
submitted and only Inlands consent is left to be provided, prior to the
Termination Date, any portion of the Tenant Improvement Deposit,
remaining on the Termination Date shall be released to RED; otherwise any
remaining Tenant Improvement Deposit shall be released to Inland and in
either case, RED shall have no further obligation with regard to any
tenant improvements for the Property.
(b) LEASING COMMISSIONS DEPOSIT. That portion of the Escrow Deposit
identified as the sum of Sixty Nine Thousand One Hundred Five and no/100 Dollars
($69,105.00) is hereby referred to as the "LEASING COMMISSIONS DEPOSIT." The
Leasing Commissions Deposit is a reserve for leasing/brokerage commissions
attributable to the Vacant Spaces in the following amounts:
SUITE # SQUARE FEET AMOUNT
------- ----------- ------
05-02 2,345 $ 7,035
05-08 5,579 $ 16,737
05-14 1,500 $ 4,500
05-15 6,486 $ 19,458
05-24A 2,088 $ 6,264
05-24B 5,037 $ 15,111
-----------------------------
23,035 $ 69,105
=============================
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The Escrow Agent shall disburse within 10 days of request for
disbursement to the procuring real estate broker a leasing commission for each
approved lease of Vacant Space upon Escrow Holder's receipt of notice signed by
RED that such commissions have been earned and are payable pursuant to the terms
of the applicable commission agreement with respect to the applicable approved
lease. Such notice shall be in the form of EXHIBIT B attached hereto and shall
be executed by RED and approved by Inland (such approval not to be unreasonably
withheld, conditioned or delayed). If no Leasing Commissions are due or owing on
the Termination Date and all leasing commissions have been paid for all of the
Vacant Spaces, any remaining Leasing Commission Deposit shall be released to RED
and RED shall have no further obligation whatsoever as to such Leasing
Commissions for the Property. If at Termination, Leasing Commissions are pending
due to requirements that Tenant open for business or other such requirements, or
no leasing commission is owing due to no executed lease as to the Vacant Space,
the applicable Leasing Commissions shall either continue to be escrowed until
paid, or any remaining funds shall be paid to Inland as the case may be and RED
shall have no further obligation whatsoever as to such Leasing Commissions for
the Property. In no event shall RED be required to replenish the Leasing
Commission Deposit escrow.
(c) ESCROW FOR THE BASE RENT. That portion of the Escrow Deposit
identified as the sum of Two Million Five Hundred Thousand and no/100 Dollars
($2,500,000.00) is hereby referred to as the "BASE RENT DEPOSIT." On or before
the tenth (10th) day of each month until the Termination Date, Inland shall
provide to Escrow Agent and RED a certified monthly statement, according to the
form attached as EXHIBIT C, (the "Statement") effective as of the last day of
the preceding month, indicating the total base rents payable under leases net of
abatements, concession and other offsets permitted under the Leases, (but not
net of delinquencies or disputed amounts with Inland), (the "SCHEDULED RENT")
for all tenants which have opened for business and have commenced full payments
of base rent, and estimates of common area charges, taxes and insurance (the
"BASE RENT STATEMENT"). On or before two (2) days after receipt by the Title
Company of the foregoing certified monthly statement, the Base Rent Deposit
shall be disbursed as follows:
(i) Commencing on August 1, 2004, and monthly thereafter, Inland
shall be shall entitled to make a draw request against the Base Rent
Deposit, in an amount equal to the difference between: (x) the pro forma
monthly rent, which the parties agree is $227,644.70, and (y) the
Scheduled Rent. The form of draw request shall be in the form attached as
EXHIBIT C.
(ii) If a Base Rent Statement indicates that Scheduled Rent (when
annualized) will be at least $2,612,010.00, then after disbursement to
Inland provided in Section 2(c)(i) above, Escrow Agent shall disburse to
RED any portion of the remaining Base Rent Deposit which exceeds
$2,000,000.00.
(iii) If a Base Rent Statement indicates that Scheduled Rent (when
annualized) will be at least $2,649,710.00, then after disbursement to
Inland provided in Section 2(c)(i) above, Escrow Agent shall disburse to
RED any portion of the remaining Base Rent Deposit which exceeds
$l,500,000.00.
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(iv) If a Base Rent Statement indicates that Scheduled Rent (when
annualized) will be at least $2,687,410.00, then after disbursement to
Inland provided in Section 2(c)(i) above, Escrow Agent shall disburse to
RED any portion of the remaining Base Rent Deposit which exceeds
$1,000,000.00.
(v) If a Base Rent Statement indicates that Scheduled Rent (when
annualized) will be at least $2,725,110.00, then after disbursement to
Inland provided in Section 2(c)(i) above, Escrow Agent shall disburse to
RED any portion of the remaining Base Rent Deposit which exceeds
$500,000.00.
(vi) If a Statement indicates that Scheduled Rent (when
annualized) will be at least $2,763,000.00, then after disbursement to
Inland provided in Section 2(c)(i) above, Escrow Agent shall disburse to
RED all of the remaining Base Rent Deposit.
(vi) Under no circumstance shall RED be required to replenish the
Base Rent Deposit. If, as of the Termination Date, any balance of Base
Rent Deposit remains held by the Escrow Agent, the Escrow Agent shall
disburse such amount to Inland and RED shall have no further obligation
to lease any property or any other obligation under this Agreement.
(vii) At any time upon not less than ten (10) business days prior
notice, RED may, at RED's sole cost and expense, examine the books and
records of Inland with respect to base rents payable during the period
commencing on the date hereof and ending on the date of the audit. The
audit shall be conducted an accountant to be selected by RED, or by a
qualified member of RED's staff. If the audit reveals a difference in the
base rent reported by Inland in the Statement, which would have resulted
in a right of RED to request a release of funds from the Base Rent
Deposit, then RED may immediately draw on the Vacant Space Escrow as
appropriate. Any audit shall be performed at a mutually convenient
location and shall cause as little interference with Inland's operations
as reasonably possible. The provisions of this paragraph shall survive
the expiration of this
Escrow Agreement.
(d) ESCROW FOR NOGGIN NOODLE. That portion of the Escrow Deposit
identified as the sum of Seventy One Thousand Seven Hundred and no/100 Dollars
($71,700.00) is hereby referred to as the "NOGGIN NOODLE DEPOSIT." On or before
the tenth (10th) day of each month until the Termination Date, Inland shall
provide to Escrow Agent and RED a certified monthly statement, effective as of
the last day of the preceding month, indicating the total base rents, common
area maintenance, taxes and insurance paid by the tenant of Space No. SP-21
(which is currently Noggin Noodle) (the "NOGGIN NOODLE STATEMENT"). The Base
Rent Deposit shall be disbursed as follows:
(i) Commencing on August 1, 2004, and monthly thereafter, Inland
shall be shall entitled to make a draw request against the Noggin Noodle
Deposit, in an amount equal to the difference between: (x) the pro forma
monthly base rent, common area expenses, taxes and insurance for Space
No. SP-21, which the parties agree is $2,390.00, and (y) the total base
rent, common area expenses, taxes and insurance for Space No. SP-
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21, actually received from the tenant of Space No. SP-21 for the previous
calendar month. The form of draw request shall be in the form attached as
EXHIBIT D.
(ii) If, on a date which is one (1) year after the date hereof,
if any balance of the Noggin Noodle Deposit remains on deposit with the
Escrow Agent, it shall be disbursed by the Escrow Agent to RED.
4. DISPUTES. Inland shall have no right to claim an offset against
any Escrow herein, for any other obligation related to any other matter
whatsoever, other than as may be detailed in this
Escrow Agreement including but
not limited to any alleged misrepresentation, failure of a warranty or any
other matter relating to the purchase of the Property. Any such claim shall be
separately adjudicated. In the event either party objects to the disbursement of
the Escrow Deposit as provided above, the Escrow Agent shall have the right, at
its option, either (a) to hold the Escrow Deposit in escrow pending resolution
of such objection by mutual agreement of the parties or by judicial resolution
of same or (b) to disburse the Escrow Deposit into the registry of the court
having jurisdiction over such objection. After any disbursement of the Escrow
Deposit under the terms of this
Escrow Agreement, Escrow Agent's duties and
obligations hereunder shall cease. In the event of any dispute regarding
disbursement of the Escrow Deposit, the party ultimately receiving the Escrow
Deposit after resolution of such dispute shall be entitled to receive from the
other party all the prevailing party's costs and expenses incurred in connection
with the resolution of such dispute including, without limitation, all court
costs and reasonable attorney's fees.
5. PERMITTED INVESTMENTS. The Escrow Agent agrees to invest the
Escrow Deposit as provided in Paragraph 1 at either (i) the First National Bank
of Olathe or (ii) in Permitted Investments, as hereinafter defined. The Escrow
Agent shall not invest the Escrow Deposit in any investment that would require
the Escrow Agent to pay a penalty for early withdrawal to pay a monthly
disbursement. Interest earned on the Escrow Deposit shall be paid to RED. For
tax purposes, interest earned on the escrowed funds shall be for the account of
RED. All disbursements under this Agreement shall be made first from the funds
held at financial institutions other than First National Bank of Olathe, to the
extent such funds are available. The term "PERMITTED INVESTMENTS" means:
(i) Government Obligations as hereinafter defined;
(ii) Negotiable or non-negotiable certificates of deposit
and time deposits (including Eurodollar certificates
of deposit), maturing within ninety (90) days from
the date of acquisition, issued by a federally
chartered bank having at least $10 billion in total
assets (an "APPROVED BANK"); and
(iii) money market funds of Chase Manhattan Bank or Bank
of America, N.A. or other comparable institution.
The term "GOVERNMENT OBLIGATIONS" means (a)
direct obligations of the United States of America
for the
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payment of which the full faith and credit of the
United States of America is pledged, or (b)
obligations issued by a person controlled or
supervised by and acting as an instrumentality of
the United States of America, the payment of the
principal of, premium, if any, and interest on which
is fully guaranteed as a full faith and credit
obligation, of the United States of America
(including any securities, described in (a) or (b)
above in this sentence issued or held in book-entry
form on the books of the Department of the Treasury
of the United States of America), which obligations,
in either case, are not subject to redemption prior
to maturity at less than par by anyone other than
the owner.
6. COSTS. The costs of administration of this
Escrow Agreement by
Escrow Agent shall be paid equally by Inland and RED. This
Escrow Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, principals, successors and assigns and shall be governed and
construed in accordance with the laws of the State of Illinois. No modification,
amendment or waiver of the terms hereof shall be valid or effective unless in
writing and signed by all of the parties hereto. This
Escrow Agreement may be
executed in multiple counterpart originals, each of which shall be deemed to be
and shall constitute an original. If there is any conflict between the terms of
this Escrow Agreement and the terms of the Agreement, the terms of the
Agreement shall control in all events.
7. TERMINATION DATE. The Termination Date of this Escrow Agreement is
the date which is thirty six (36) months from the date hereof.
8. CAM EXPENSES. On the "Closing Date" (as defined in the Agreement),
Inland shall receive a credit against the Purchase Price in an amount equal to
the prorata amount (calculated from the Closing Date to the last day of the
month in which the Closing Date occurs) for the monthly common area maintenance
expense, tax expense and insurance expense allocable to the Vacant Spaces
(collectively, the "CAM EXPENSES") for the calendar month in which the Closing
Date. Thereafter, commencing in the second calendar month after the Closing
Date, and monthly thereafter until Termination Date, or such earlier date as
tenants have commenced full payment of CAM Expenses under approved leases with
respect to all of the Vacant Spaces, RED shall deliver to Inland (outside of
this Escrow Agreement) an amount equal to the monthly CAM Expenses for the
current calendar month allocable to the Vacant Spaces as stated below:
SUITE # SQUARE FEET AMOUNT
------- ----------- ------
05-10 2,763 $ 1,832.79
05-29 3,294 $ 2,185.02
05-02 2,345 $ 1,555.52
O5-O8 5,579 $ 3,700.74
05-14 1,500 $ 995.00
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05-15 6,486 $ 4,302.38
05-24A 2,088 $ 1,385.04
05-24B 5,037 $ 3,341.21
-----------------------------
29,092 $ 19,297.69
=============================
less the pro rata amount of the monthly CAM Expenses under approved leases for
Vacant Spaces for which the tenant is open for business and for which CAM
Expense payments had commenced on or after the second day of the prior calendar
month. The amount to be disbursed to Inland shall be set forth in a Disbursement
Request in the form of EXHIBIT E attached hereto signed by Inland and delivered
to RED. Such amount shall be disbursed to Inland one (1) time per month within
ten (10) days after Inland's submission of a Disbursement Request.
Notwithstanding the foregoing, the amount set forth above for each Vacant space
shall be increased by 5% on January 1 of each year during the term of this
Agreement, provided however at the Termination Date, the actual amount of CAM
shall be determined and an adjustment shall be made between Inland and RED with
respect to any overpayment or underpayment.
8. NO WAIVER. No delay or leniency of Inland in requiring strict
performance of the terms and conditions hereof shall constitute a waiver of its
rights hereunder.
9. NO PLEDGE OR ENCUMBRANCE. RED shall not, pledge, assign or grant
any security interest in the Escrow Deposit nor permit any lien or encumbrance
to attach thereto.
10. NOTICES. All notices, payments, requests, reports, information or
demands which any party hereto may desire or may be required to give to any
other party hereunder, shall be in writing and shall be personally delivered
or sent by telefax (answer back received), or by overnight courier, and sent
to the party at its address appearing below or such other address as any other
party shall hereafter inform the other party hereto by written notice given as
aforesaid:
If to RED, to: RED Boardwalk, LLC and REDBARRY, L.L.C.
0000 Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxx Xxxx
Telephone No.: (000)000-0000
Telefax No.: (000)000-0000
with a copy to: Xxxx Xxxx, Esq.
The Xxxx Law Firm
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxx 00000
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000
And with a copy to: Xxx Xxxxxx, Esq.
McDowell, Rice, Xxxxx & Gaar, PC
000 Xxxx 00xx Xxxxxx, Xxxxx 000
0
Xxxxxx Xxxx, Xxxxxxxx 00000
Telephone No.: (000) 000-0000 x000
Telefax No.: (000) 000-0000
If to the Purchaser, to: Inland Western Kansas City, L.L.C.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attention: Xxx Xxxxxxx
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000
With copy to: The Inland Real Estate Group, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attention: Xxxxx Xxxx, Esq.
Telephone No.: (630) 218-8000 ext. 2854
Telefax No.: (000) 000-0000
With a copy to: Principal Life Insurance Company
c/o Principal Real Estate Investors, LLC
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
Re: Loan No. 753948
If to Escrow Agent: Chicago Title Insurance Company
000 X. Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone No.: (000) 000-0000
Telefax No.: (000) 000-0000
Except as otherwise specified herein, all notices and other communications shall
be deemed to have been duly given on the first to occur of (i) the date of
delivery if delivered personally, or (ii) on the date of deposit with the
overnight courier if sent by overnight courier or the date of the telefax, if
give by telefax. Any party may change its address for purposes hereof by notice
to the other. All notices hereunder and all documents and instruments delivered
in connection with this transaction or otherwise required hereunder shall be in
the English language. Each party shall be entitled to rely on all communications
which purport to be on behalf of the party and purport to be signed by an
authorized party or the above indicated attorneys. A failure to send the
requisite copies does not invalidate an otherwise properly sent notice to RED
and/or Inland.
11. COUNTERPARTS. This Escrow Agreement may be executed in
counterparts and shall constitute an agreement binding on all parties
notwithstanding that all parties are not signatories of the original or the same
counterpart. Furthermore, the signatures from one counterpart may be attached to
another to constitute a fully executed original. The Escrow Agreement may be
executed by facsimile.
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12. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall be
governed by and construed and enforced in accordance with the substantive laws
of the State of Illinois without regard to
Missouri conflict of laws principles.
If any term or provision of this Agreement shall be determined to be illegal or
unenforceable, all other terms and provisions hereof shall never the less remain
effective and shall be enforced to the fullest extent permitted by applicable
law, and in lieu such illegal or unenforceable provisions there shall be added
automatically as part of this Agreement a provision as similar in terms to such
invalid, illegal or unenforceable provision as may be possible and be valid,
legal and enforceable.
13. BINDING EFFECT. This Escrow Agreement and all the covenants,
promises and agreements contained herein shall be binding upon and inure to the
benefit of the respective legal representatives, personal representatives,
devisees, heirs, successors and assigns of the RED and Inland.
14. LENDER PROVISIONS. Inland has on June 30, 2004 executed an
Agreement (the "PROPERTY RESERVE AGREEMENT") by and between Inland and Principal
Life Insurance Company ("LENDER") in connection with that certain $20,150,000
loan from Lender to Inland providing financing for the Property. RED, Escrow
Agent and Inland hereby acknowledge that the rights and remedies of Inland
pursuant to this Agreement shall inure to the benefit of Lender and that Lender
shall have the same right, but not the obligation, to enforce all rights and
remedies of Inland under this Agreement. RED and Escrow Agent further agree that
upon the exercise of Lender's remedies under the Property Reserve Agreement as
and against Inland, RED and Escrow Agent shall continue to perform their
respective obligations for the benefit of Lender and Escrow Agent shall remit
all funds due to Inland directly to Lender all in accordance with this
Agreement. Nothing herein shall be interpreted to cause RED to incur any
additional obligations under the Property Reserve Agreement.
15. ADDITIONAL DEPOSIT. In addition to the Escrow Deposit, the parties
are depositing, from the proceeds of the Closing escrow, the sum of $656,364.00
(the ADDITIONAL DEPOSIT"). The Escrow Agent is authorized to deposit such funds
in Permitted Investments (without penalty for early withdrawal) until such time
as the parties mutually and reasonably agree to instruct which shall in all
events be within 3 days Escrow Agent to transfer such funds to the First
National Bank of Olathe, at which time the Escrow Agent shall have not further
responsibility with respect to the Additional Deposit.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR ESCROW AGREEMENT AMONG
RED BOARDWALK, LLC, REDBARRY, L.L.C., INLAND WESTERN KANSAS CITY,
L.L.C. AND CHICAGO TITLE INSURANCE COMPANY
RED:
RED BOARDWALK, LLC,
a
Missouri limited liability company
By: R.E.D. XXXXX NORTH, L.L.C.,
a
Missouri limited liability company, its manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Xxxxxx X. Xxxx, Authorized Signatory
REDBARRY, L.L.C.,
a
Missouri limited liability company
By: NET PROPERTY INVESTORS, L.L.C.,
a
Missouri limited liability company, its manager
By: /s/ R. Xxxx Xxxxx
------------------------------------
R. Xxxx Xxxxx, Manager
INLAND:
INLAND WESTERN KANSAS CITY, L.L.C., a Delaware
limited liability company
By: Inland Western Retail Real Estate Trust, Inc., a
Maryland corporation, its sole member
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
---------------------------------
Title: Asst. Secretary
---------------------------------
ESCROW AGENT:
CHICAGO TITLE INSURANCE COMPANY
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
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