Exhibit 10.347
ALLSTATE LIFE INSURANCE COMPANY
XXXXXXXX XXXXX XXXXX, XXXXX X0X
XXXXXXXXXX, XXXXXXXX 00000
Xxxxxx 00, 0000
Xxxxxx Western Southlake
Limited Partnership
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Allstate Life Insurance Company
Loan No. 122520
Gateway Plaza Shopping Center
State Highway 114 & Southlake Boulevard
Southlake, Texas (the "Property")
Ladies and Gentlemen:
Reference is made to our Commitment Letter dated August 13, 2004, as
amended (the "Commitment") with respect to a $18,163,000 loan (the "Loan") to be
evidenced by a Deed of Trust Note of even date herewith, payable to Allstate
Life Insurance Company in the principal amount of the Loan (the "Note") and to
be secured by a Leasehold Deed of Trust, Assignment of Leases, Rents and
Contracts, Security Agreement and Fixture Filing of even date herewith (the
"Deed of Trust") encumbering the Property. Initially capitalized terms used but
not otherwise defined in this letter agreement (the "Letter Agreement") have the
same meanings given them in the Deed of Trust.
In consideration of your execution and delivery of the documents
evidencing, securing or otherwise pertaining to the Loan (the "Loan Documents"),
you (the "Borrower") and we (the "Lender") hereby agree as follows:
1. RELATED AGREEMENT. This Letter Agreement shall constitute a
Related Agreement.
2. IMPOUNDS. With regard to the provisions contained in Section
1.06 of the Deed of Trust requiring Borrower to deposit 1/12 of the annual
amounts of real estate taxes, regular and special assessments and insurance
premiums, Lender hereby agrees to defer collection of such monthly deposits for
so long as (a) Borrower is the sole owner of the leasehold estate in the
Property; and (b) no Event of Default exists under the Loan Documents and no
condition or event exists which with notice, the passage of time, or both, would
constitute an Event of Default; and (c) at Lender's election, Borrower either
pays for a tax reporting service or Borrower promptly and consistently furnishes
evidence that taxes and insurance are being currently paid.
3. EARTHQUAKE INSURANCE. With regard to the provisions contained
in Section 1.02 of the Deed of Trust requiring Borrower obtain earthquake
insurance coverage on the Property,
Lender hereby agrees to waive such requirement until such time as such coverage
is available at commercially reasonable rates and in Lender's reasonable opinion
such coverage is generally required by other institutional lenders.
4. BORROWER'S RIGHT TO TRANSFER THE PROPERTY. Notwithstanding the
provisions contained in Section 1.08 and other applicable provisions of the Deed
of Trust, Borrower shall have a one time right, provided there is no default or
an event which, with notice or the passage of time, or both, could result in a
default by Borrower under the Loan Documents, to assign, sell or transfer all of
the Property (the "Permitted Transfer") to a party with experience, reasonably
satisfactory to Lender, in managing property similar to the Property and whose
financial condition is reasonably satisfactory to Lender ("Permitted
Transferee"). The Permitted Transfer shall be further conditioned upon:
(a) the payment by Borrower to Lender of a transfer fee equal to
one percent of the outstanding principal balance of the Note (a nonrefundable
$5,000 deposit toward such transfer fee shall be due at the time Borrower
initially requests a Permitted Transfer, the balance of the transfer fee shall
be due on the closing of the transaction);
(b) the reimbursement of all of Lender's expenses, including legal
fees, incurred in connection with the Permitted Transfer;
(c) the Permitted Transferee and such general partners or
principals of Permitted Transferee as Lender may request, assuming, in form and
substance satisfactory to Lender, all obligations of Borrower under the Loan
Documents, including, without limitation, the Environmental Indemnity Agreement,
with the same degree of recourse liability as Borrower and subject to the same
exculpatory provisions;
(d) Lender's receipt of a title policy complying with the
requirements of the Commitment, updated to the date of the Permitted Transfer,
evidencing that such Permitted Transfer will not adversely affect Lender's first
and prior lien on the Property or any other rights or interests granted to
Lender under the Loan Documents;
(e) Lender's receipt of opinions of counsel acceptable to Lender
that all previous opinions, pertaining to Borrower are true with respect to the
Permitted Transferee and the Permitted Transferee has duly assumed the Loan
Documents, and same are valid and enforceable against Permitted Transferee and
the Property; and that Borrower has the requisite power and authority to
properly transfer the Property;
(f) the Property having maintained a Debt Coverage Ratio of not
less than 200 percent for the 12 month period ending 30 days before the date of
the Permitted Transfer and the Property having a projected Debt Coverage Ratio
for the next 12 months based on the most recently approved and certified
financial statements and annual rent roll of not less than 200 percent;
(g) the Permitted Transferee paying to Borrower at least 45 percent
cash down payment on the date of the Permitted Transfer;
2
(h) Lender's receipt and approval of the purchase and sale contract
and copies of the proposed transfer documentation;
(i) Lender's receipt and approval of the Permitted Transferee's
resume and financial statements; and
(j) Lender's receipt and approval of an updated MAI appraisal by an
appraiser satisfactory to Lender (prepared at Borrower's expense) specifically
confirming a loan to value ratio of no more than 55 percent.
In addition, Borrower shall have the right, provided there is no
default or an event which, with notice or the passage of time, or both, could
result in a default by Borrower under the Loan Documents, to make a Permitted
Transfer to INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland
corporation ("Member"), the sole member of Inland Western Southlake GP, L.L.C.,
the general partner of Borrower, so long as (x) Borrower pays to Lender a
transfer fee equal to $5,000, (y) the Member assumes, in form and substance
satisfactory to Lender, all obligations of Borrower under the Loan Documents,
including, without limitation, the Environmental Indemnity Agreement, with the
same degree of recourse liability as Borrower and subject to the same
exculpatory provisions, and (z) the conditions and requirements set forth in
subparagraphs 4(b), (d) and (e) above are satisfied.
Net Operating Income shall be certified to be true and correct by the
managing general partner, manager or chief financial officer of Borrower.
5. RIGHT TO CHANGE OWNERSHIP INTERESTS IN BORROWER.
Notwithstanding the provisions contained in Section 1.08 and other applicable
provisions of the Deed of Trust, so long as Member maintains its status as a
Real Estate Investment Trust (a "REIT") any encumbrance, security interest or
assignment or transfer of ownership of all types and classes of the shares of
Member shall not constitute an improper encumbrance or transfer.
6. DAMAGE TO PROPERTY. With regard to the provisions contained in
Section 1.04(A) of the Deed of Trust requiring Borrower to notify Lender of
damage to the Property, the cost threshold for notification shall be increased
to One Hundred Thousand Dollars ($100,000). With regard to the provisions
contained in Section 1.04(B) and 1.04(C) of the Deed of Trust regarding the
estimated cost of restoration, the threshold amounts shall be increased to Two
Hundred Fifty Thousand Dollars ($250,000).
7. INSURANCE. Lender hereby approves the insurance evidenced by
the certificates attached as EXHIBIT A hereto.
8. PROPERTY MANAGER. Lender hereby approves INLAND SOUTHWEST
MANAGEMENT CORP. as manager of the Property, subject to its execution of the
letter attached as EXHIBIT B hereto.
9. PURCHASE OPTION. Lender acknowledges that Borrower has an
option to purchase (the "Option") the fee interest in the parcel referred to as
"Tract II" in the Ground Lease, and that Borrower has exercised the Option.
Simultaneous with Borrower's acquisition of fee simple title in Tract II (the
"Acquisition"), Borrower and Lender shall execute and record, as applicable,
3
amendments to the Loan Documents (collectively, the "Amendment Documents")
necessary to reflect a conversion of Lender's first lien against Borrower's
leasehold interest in the Property into a first lien deed of trust with respect
to Tract II (the "Conversion"). In addition, simultaneous with the Acquisition,
Borrower shall deliver to lender (i) a title insurance policy (or an endorsement
to the title policy) in the form required by the Commitment, and insuring
Lender's first lien priority against Borrower's fee simple interest in Tract II
and Lender's continued first lien priority in the remainder of the Property; and
(ii) legal opinions reasonably acceptable to Lender; and Borrower's failure to
so deliver these items and the Amendment Documents, shall constitute an Event of
Default under the Loan Documents.
10. REPAIR OBLIGATION. Borrower shall repair or resolve, or cause
to be repaired or resolved, those items set forth on EXHIBIT C hereto (the
"Repairs"), in a manner and with results that are reasonably satisfactory to
Lender. Borrower's failure to effect the Repairs within one (1) year after the
Disbursement Date, in a manner and with results that are reasonably satisfactory
to Lender shall be an Event of Default under the Note, the Deed of Trust and
other Related Agreements.
11. RIGHTS PERSONAL TO BORROWER. This Letter Agreement shall be
binding upon Borrower and its successors and assigns, except that the rights
granted to Borrower in paragraphs 2 -- 9 of this Letter Agreement shall be
personal to Borrower and shall not inure to the benefit of any subsequent owner
of the Property. In the event Lender transfers all or any part of the Loan or
any interest in the Loan Documents to any other person or entity, Lender agrees
to notify such transferee(s) of the existence of this Letter Agreement and the
fact that it is binding upon Lender's successors and assigns by delivering such
transferee(s) a true, correct and complete copy of this Letter Agreement
concurrently with such transfer accompanied by a letter of transmittal from
Lender advising such transferee(s) of the binding nature of the provisions of
this Letter Agreement. Lender will send a copy of its letter of transmittal and
the enclosure to Borrower, and Borrower's name will be shown on the face of the
original letter of transmittal as an addressee thereof.
Very truly yours,
ALLSTATE LIFE INSURANCE COMPANY,
an Illinois insurance corporation
By: /s/ [ILLEGIBLE]
----------------------------------
By: /s/ [ILLEGIBLE]
----------------------------------
Its Authorized Signatories
Accepted and agreed:
INLAND WESTERN SOUTHLAKE LIMITED
PARTNERSHIP, an Illinois limited partnership
4
By: INLAND WESTERN SOUTHLAKE GP, L.L.C.
a Delaware limited liability company
Its general partner
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation,
Its sole member
By: /s/ [ILLEGIBLE]
--------------------------------
Its: Asst Secretary
--------------------------------
Dated: August 19,2004
5
EXHIBIT A
INSURANCE CERTIFICATES
XXXXX(TM) EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DATE (MM/DD/YYYY)
08/30/04
THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN
FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY.
PRODUCER NAME, CONTACT PHONE (A/C. No. Ext): 0-000-000-0000
PERSON AND ADDRESS FAX (A/C. No): 0-000-000-0000
E-MAIL ADDRESS: xxxxxxx_xxxxx-XX@xxx.xxx
Attn: Xxxxxxx Xxxxx
Xxxxxx X. Xxxxxxxxx & Xx.
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
CODE: SUB CODE:
AGENCY CUSTOMER ID #:
NAMED INSURED AND ADDRESS
Inland Western Southlake Limited Partnership,
an Illinois limited partnership
c/o Inland Western Retail Real Estate Trust, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
COMPANY NAME AND ADDRESS NAIC NO: 24767
St Xxxx Fire & Marine Ins Co
IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH
LOAN NUMBER POLICY NUMBER
122-520 CK01206068
EFFECTIVE DATE EXPIRATION DATE / / CONTINUED UNTIL
12/08/03 12/08/04 TERMINATED IF CHECKED
ADDITIONAL NAMED INSURED(S) THIS REPLACES PRIOR EVIDENCE DATED:
PROPERTY INFORMATION (Use additional sheets if more space is required)
LOCATION/DESCRIPTION
Property Name: Gateway Plaza-Southlake, TX, 2900-3100 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000
COVERAGE INFORMATION
CAUSE OF LOSS FORM
/ / BASIC
/ / BROAD
/X/ SPECIAL
/ / OTHER
COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $ 100,000,000
DED: 10,000
YES NO
--- --
BUSINESS INCOME/RENTAL VALUE /X/ If YES, LIMIT: 6,906,672 /X/ Actual Loss Sustained # of months: 12
BLANKET COVERAGE /X/ If YES, indicate amount of insurance on properties
identified above: $26,800,000
TERRORISM COVERAGE /X/ Attach signed Disclosure Notice / DEC
IS COVERAGE PROVIDED FOR "CERTIFIED ACTS" ONLY? /X/ If YES, SUB LIMIT: Included DED: 10,000
IS COVERAGE A STAND ALONE POLICY? /X/ If YES, LIMIT: DED:
DOES COVERAGE INCLUDE DOMESTIC TERRORISM? /X/ If YES, SUB LIMIT: Included DED: 10,000
COVERAGE FOR MOLD /X/ If YES, LIMIT: 25,000 DED: 10,000
MOLD EXCLUSION (If "YES", specify organization's /X/ G0492
form used)
REPLACEMENT COST /X/
AGREED AMOUNT /X/
COINSURANCE /X/ If YES, %
EQUIPMENT BREAKDOWN (If Applicable) /X/ If YES, LIMIT: DED:
LAW AND ORDINANCE - Coverage for loss to
undamaged portion of building /X/ If YES, LIMIT: 2,500,000 DED: 10,000
- Demolition Costs /X/ If YES, LIMIT: 2,500,000 DED: 10,000
- Incr. Cost of Construction /X/ If YES, LIMIT: 2,500,000 DED: 10,000
EARTHQUAKE (If Applicable) /X/ If YES, LIMIT: SeeAddendum DED: SeeAddendum
FLOOD (If Applicable) /X/ If YES, LIMIT: SeeAddendum DED: SeeAddendum
WIND / HAIL (If Separate Policy) /X/ If YES, LIMIT: Included DED: SeeAddendum
PERMISSION TO WAIVE SUBROGATION PRIOR TO LOSS /X/
REMARKS - Including Special Conditions (Use additional sheets if more space is
required)
Allstate Life Insurance Co., ISAOA is shown as mortgagee solely with respect to
property coverage and a loss payee solely with respect to loss of rents coverage
as evidenced herein as required by written contract with respect to the premises
as shown above under loan number 122-520.
CANCELLATION
THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH
POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE
ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICE, AND WILL SEND
NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN
ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW.
ADDITIONAL INTEREST
NAME AND ADDRESS LENDER SERVICING AGENT NAME AND ADDRESS
Allstate Life Insurance Co., ISAOA
c/o Holliday Xxxxxxxx Xxxxxx, XX
Mail Code NC1-005-22-04
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
XXX
/X/ MORTGAGEE AUTHORIZED REPRESENTATIVE
/X/ LOSS PAYEE /s/ [ILLEGIBLE]
XXXXX 28 (2003/10) xxxxxxx (C) XXXXX CORPORATION 2003
2057646
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ADDENDUM TO XXXXX 25 (2003/10)
TOTAL LOSS LIMIT INCLUDES: Real Property, Personal Property, Loss of
Rents and Terrorism
ADDITIONAL COVERAGE INFORMATION:
Flood Zone B: $10,000,000 limit subject to 2% of total insurable value or
$100,000 per location deductible
Flood Zone C: $15,000,000 limit subject to a $25,000 deductible
Earthquake - excluding the State of California:
MMI Zones 1-6: $15,000,000 limit subject to a $25,000 deductible
MMI Zones 7-9: $10,000,000 limit subject to 2% of total insurable value or
$200,000 deductible
MMI Zones 10-12: $5,000,000 limit subject to 5% of total insurable value or
$500,000 deductible
Windstorm under 1 mile from coast: No Coverage
Windstorm 1-25 miles from the Gulf of Mexico or Atlantic Coast: 2% of total
insurable value or $10,000 deductible
Hail deductible: 2% of building and rents total insurable value or $50,000
deductible per location
XXXXX(TM) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
08/30/04
PRODUCER 0-000-000-0000
Xxxxxx X. Xxxxxxxxx & Xx.
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxxxx
INSURED
Inland Western Southlake Limited Partnership,
an Illinois limited partnership
c/o Inland Western Retail Real Estate Trust, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS
UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER
THE COVERAE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE NAIC #
INSURER A: National Surety Corp 21881
INSURER B: St Xxxx Fire & Marine Ins Co 24767
INSURER C:
INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED
ABOVE FOR THE POLICY PEROID INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR
CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES
DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION
LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS
---- ----- --------------------------------- ----------------- ---------------- ----------------- -----------------------------
B GENERAL LIABILITY CK01206068 12/08/03 12/08/04 EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
/X/ COMMERCIAL GENERAL LIBILITY PREMISES (Ea
occurence) $ 50,000
/ / / / CLAIMS MADE /X/ OCCUR MED EXP (Any one
person) $ 1,000
/ / ________________________ PERSONAL & ADV
INJURY $ 1,000,000
/ / ________________________ GENERAL
AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/
/ / POLICY / / PROJECT /X/ LOC OP AGG $ 1,000,000
AUTOMOBILE LIABILITY COMBINED SINGLE
/ / ANY AUTO LIMIT
(Ea accident) $
/ / ALL OWNED AUTOS BODILY INJURY
/ / SCHEDULED AUTOS (Per person) $
/ / HIRED AUTOS BODILY INJURY
/ / NON-OWNED AUTOS (Per accident) $
/ /_________________________ PROPERTY DAMAGE
/ / (Per accident) $
AUTO ONLY - EA
GARAGE LIABILITY ACCIDENT $
EA ACC $
/ / ANY AUTO OTHER THAN AGG $
/ / AUTO ONLY
A EXCESS/UMBRELLA LIABILITY XEK85878874 12/08/03 12/08/04 EACH OCCURRENCE $ 25,000,000
/X/ OCCUR / / CLAIMS MADE AGGREGATE $ 25,000,000
$
/ / DEDUCTIBLE $
/ / RETENTION $ $
WORKERS COMPENSATION AND / / WC / /
EXPLOYERS' LIABILITY STATUTORY OTHER
LIMITS
ANY PROPRIETOR/PARTNER/EXECUTIVE INCL E.L. EACH
ACCIDENT $
OFFICER/MEMBER EXCLUDED? EXCL E.L. DISEASE -
EA EMPLOYEE $
If yes, describe under E.L. DISEASE -
SPECIAL PROVISIONS below POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY
ENDORSEMENT / SPECIAL PROVISIONS
Property Name: Xxxxxxx Xxxxx - Xxxxxxxxx, XX, 0000-0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000 Allstate Life Insurance Co., ISAOA is shown as an additional
insured solely with respect to general liability coverage as evidenced herein as
required by written contract with respect to the premises as shown above under
loan number 122-520.
CERTIFICATE HOLDER
Allstate Life Insurance Co., ISAOA
c/o Holliday Xxxxxxxx Xxxxxx, XX
Mail Code NC1-005-22-04
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
XXX
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE
TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE
NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
/s/ [ILLEGIBLE]
XXXXX 25 (2001/08) xxxxxxx (C) XXXXX CORPORATION 2003
2057638
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IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be
endorsed. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,
certain policies may require an endorsement. A statement on this certificate
does not confer rights to the certificate holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not
constitute a contract between the issuing insurer(s), authorized representative
or producer, and the certificate holder, nor does it affirmatively or negatively
amend, extend or alter the coverage afforded by the policies listed thereon.
XXXXX 25 (2001/08)
EXHIBIT B
PROPERTY MANAGER LETTER
INLAND SOUTHWEST MANAGEMENT CORP.
August 19, 2004
Allstate Life Insurance Company
Xxxxxxxx Xxxxx Xxxxx, Xxxxx X0X
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Commercial Mortgage Division
Re: Allstate Life Insurance Company
Loan No. 122520
Gateway Plaza Shopping Center
State Highway 114 & Southlake Boulevard
Southlake, Texas (the "Property")
Ladies and Gentlemen:
The undersigned ("Manager") is the current property manager of the
Property pursuant to that certain Management Agreement (the "Agreement") dated
July 21, 2004, by and between INLAND WESTERN SOUTHLAKE LIMITED PARTNERSHIP, An
Illinois limited partnership ("Owner") and Manager. In consideration of your
making the Loan to Owner (Manager being an affiliate of Owner), Manager
acknowledges and agrees to the following:
1. Allstate, in its sole discretion, may terminate the Agreement
by notice to Manager upon acquisition by Allstate of title to
the Property by foreclosure, deed in lieu of foreclosure, or
other transfer of the Property or upon Allstate otherwise
obtaining possession of the Property by any lawful means. Upon
the appointment of a receiver or court appointed officer,
either Allstate or such receiver or officer may terminate the
Agreement in its sole discretion by notice to Manager.
2. Manager waives any right to create a lien against the Property
to secure payment of unpaid management fees.
3. Upon the occurrence of, and during the continuation of, a
default under any of the documents evidencing the Loan which
has not been cured in Allstate's sole judgment, all management
fees paid or payable to Manager thereafter shall be subordinate
to amounts owed to Allstate under such Loan documents.
4. Upon the occurrence of, and during the continuation of, a
default under any of the documents evidencing the Loan which
has not been cured in Allstate's sole judgment, all management
fees and other sums received by Manager thereafter in
connection with management of the Property shall be held in
trust for the benefit of Allstate.
5. Until Allstate elects to terminate the Agreement as provided
herein, Manager will perform all of its obligations, covenants,
conditions and agreements under the Agreement for the benefit
of Allstate and its successors and assigns, so long as Allstate
performs the duties and obligations of Owner under the
Agreement accruing after the date Allstate exercises its rights
under the Deed of Trust.
INLAND SOUTHWEST MANAGEMENT CORP.
By:
--------------------------
Its
----------------------
2
EXHIBIT C
REPAIRS
1. Fill eroded hole with cement grout at the base of the wall along the east
side of Suite 3030 and re-grade common grassed area to promote drainage
away from the building.
2. Replace the damaged section of downspout behind Suite 2915.
3. Install a storm drain at low lying area of concrete pavement behind Suite
2905 and connect to existing storm water sewer system.
4. Install an underground French Drain system in Kohl's parking lot to
mitigate groundwater seepage across pavement surface.
5. Seal approximate 1-inch gap between sidewalk and curb line along the
southwest side of Suite 2900.
6. Seal the cracks in the retaining wall south of Kohl's (Gateway Drive) and
monitor for additional movement.
7. Retain a roof consultant to provide a detailed inspection and recommend
repairs to the leaking roof systems atop Michael's, Mattress Firm, Old
Navy, T.J. Maxx, Rack Room, Ulta, Calico Comers, and Fitness Headquarters.
8. Start up roof-top air conditioning systems to verify operation in Suites
2905, 2915, and 2960-140.
9. Install roof-top air conditioning systems atop Suite Nos. 2911 (9,000 SF)
and 2810 (2,000 SF).
10. Repair "yellow tagged" fire sprinkler systems in Suite 2901 and 2930.
