Exhibit 10.375
MASTER LEASE AGREEMENT
This MASTER LEASE AGREEMENT is made and entered into as of the 8 day of
September, 2004, by and among Xxxxx of Xxxxxx, Inc., a Florida corporation,
(hereinafter referred to as "Seller"), Inland Western Knoxville Harvest, L.L.C.,
a Delaware limited liability company, (hereinafter referred to as "Buyer"), and
Chicago Title and Trust Company, (hereinafter referred to as "Escrow Agent")
having as its address 000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
WITNESSETH:
WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of
the 17th day of June, 2004, as heretofore amended, (the "Contract"), Buyer
acquired on and as of the date hereof from Seller certain real property commonly
known as Harvest Towne Center located in Knoxville, Tennessee (the "Property");
and
WHEREAS, Seller, pursuant to the Contract, is required to master lease
certain space occupied by Northside Properties ("Northside") and certain space
leased by Xxxxxx X. Xxxxxxx, D.C. ("Humberg"); and
WHEREAS, Seller has agreed to deposit with Escrow Agent the sum of Thirty
Seven Thousand Twenty Seven Dollars and No Cents ($37,027.00) (the "Northside
Escrow Deposit") with respect to Seller's obligation to pay rent and
reimbursable expenses to Buyer in connection with space at the Property leased
to Northside (the "Northside Space") and the sum of Eighteen Thousand Dolars and
No Cents ($18,000.00) (the "Humberg Escrow Deposit") with respect to Seller's
obligation to pay rent and reimbursable expenses to Buyer in connection with the
space at the Property leased to Humberg (the "Humberg Space") (the Northside
Escrow Deposit and the Humberg Escrow Deposit are collectively referred to as
the "Escrow Deposit"); and
WHEREAS, 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 hereto, the
covenants and agreements hereinafter made, and for Ten and 00/100 Dollars
($10.00) in hand paid to Escrow Agent, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. ESCROW DEPOSIT. Seller hereby deposits with Escrow Agent, and Escrow
Agent hereby acknowledges receipt of the Escrow Deposit. Escrow Agent hereby
agrees to deposit the Escrow Deposit into an interest bearing account with a
bank, savings and loan institution, money market account, or other depository
reasonably satisfactory to Buyer, Seller and Escrow Agent with interest accruing
for the benefit of Seller. The federal taxpayer identification of Seller is as
follows 00-0000000
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2. ESCROW DISBURSEMENTS. The Escrow Deposit shall be held in escrow by
Escrow Agent subject to the terms and condition of this Agreement and shall be
disbursed as hereinafter provided:
(a) Commencing on the date that Buyer notifies Escrow Agent that Northside
has not paid any amounts due pursuant to its lease, has vacated the
Northside Space or stopped the payment of such amounts for any reason
whatsoever, and continuing on the first day of each calendar month
thereafter for twelve (12) months, Buyer shall be entitled to receive from
the Northside Escrow Deposit, an amount equal to one twelfth (1/12) of the
initial balance of the Northside Escrow Deposit, which monthly payment
shall continue until the earlier of (x) the date the Northside Escrow
Deposit has been disbursed in full or (y) the date that the Northside Space
has been leased, all leasing commissions and tenant improvements costs and
expenses incurred in connection therewith have been paid in full, the
tenant has occupied the space, is open for business, has commenced
regularly scheduled monthly rent payments, and a certificate of occupancy
has been issued (the "Lease Up Event"). At such time as the Lease Up Event
has occurred and Buyer has received all requisite payments due hereunder,
the balance of the Northside Escrow Deposit, if any, shall be released to
Seller.
(b) Commencing on the date that Buyer notifies Escrow Agent that Humberg
has not paid any amounts due pursuant to its lease, has vacated the Humberg
Space or stopped the payment of such amounts for any reason whatsoever, and
continuing on the first day of each calendar month thereafter for twelve
(12) months, Buyer shall be entitled to receive from the Humberg Escrow
Deposit, an amount equal to one twelfth (1/12) of the initial balance of
the Humberg Escrow Deposit, which monthly payment shall continue until the
earlier of (x) the date the Humberg Escrow Deposit has been disbursed in
full or (y) the date that the Humberg Space has been leased, all leasing
commissions and tenant improvements costs and expenses incurred in
connection therewith have been paid in full, the tenant has occupied the
space, is open for business, has commenced regularly scheduled monthly rent
payments, and a certificate of occupancy has been issued (the "Lease Up
Event"). At such time as the Lease Up Event has occurred and Buyer has
received all requisite payments due hereunder, the balance of the Humberg
Escrow Deposit, if any, shall be released to Seller.
3. ESCROW ADMINISTRATION. The costs of administration of this Escrow
Agreement by Escrow Agent in the sum of Five Hundred and 00/100 Dollars
($500.00) shall be shared equally by Seller and Buyer. 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 Contract, the terms of this Escrow
Agreement shall control.
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4. NOTICES. All notices, requests, consents and other communications
hereunder shall be sent to each of the following parties and be in writing and
shall either be: (i) delivered by facsimile transmission, or (ii) personally
delivered, or (iii) sent by Federal Express or other overnight or same day
courier service providing a return receipt, (and shall be effective when
received, when refused or when the same cannot be delivered, as evidenced on the
return receipt) to the following addresses:
If to Seller: Xxxxx of Xxxxxx, Inc.
Attention: Xx. Xxxxx Xxxxxx
000 X.X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to Xxxxx X. Xxxxxxx, Esq.
Seller's Counsel: Law Offices of Xxxxx X. Xxxxxxx, P.A.
0000 Xx Xxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Buyer: Inland Real Estate Acquisitions, Inc.
Attention: Xxxxxx Xxxxxxx
000X Xxxxxxx Xxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: The Inland Real Estate Group, Inc.
Attn: Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Escrow Agent: Chicago Title Insurance Company
Attention: Xxxxx Xxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
5. 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
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attached to another to constitute a fully executed original. The Escrow
Agreement may be executed by facsimile.
6. REPORTING. Escrow Agent agrees to deliver to Buyer, on a monthly
basis, a copy of the bank statement of account of the Escrow Deposit. Such
monthly statements shall be delivered to:______________________________________.
IN WITNESS WHEREOF, each of the parties hereto has caused this Escrow
Agreement to be signed and delivered as of the day and year first above written.
BUYER: INLAND WESTERN KNOXVILLE HARVEST,
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
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Name: Xxxxxxx Xxxxxx
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Title: Asst. Secretary
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SELLER: XXXXX OF XXXXXX, INC., a Florida corporation
By: /s/ Xxxx X. Xxxxxxxx
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Name: XXXX X. XXXXXXXX
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Title: Executive Director
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ESCROW AGENT: CHICAGO TITLE AND TRUST COMPANY
By:
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