Exhibit 10.513
LOAN TERMS TABLE
NOTE DATE: July 19, 2005 MERS MIN: 8000101-0000001252-5
ORIGINAL PRINCIPAL AMOUNT: $232,408,000.00 LOAN NO.: 59040
NOTE RATE: As defined in Section 1.1 of
the Loan Agreement. SERVICING NO.: 3204419
MONTHLY PAYMENT AMOUNT: As defined in Article l(a) of this Note.
BORROWER: INLAND WESTERN BAY SHORE XXXXXXXX, L.L.C., a Delaware limited
liability company ("Xxxxxxxx"), INLAND WESTERN POUGHKEEPSIE MID-XXXXXX, L.L.C.,
a Delaware limited liability company ("Mid-Xxxxxx"), INLAND WESTERN SARATOGA
SPRINGS WILTON, L.L.C., a Delaware limited liability company ("Wilton"), INLAND
WESTERN WESTBURY MERCHANTS PLAZA, L.L.C., a Delaware limited liability company
("Westbury"), INLAND WESTERN ORANGE 000 XXXXXX, X.X.X., a Delaware limited
liability company ("Orange 440"), INLAND WESTERN ORANGE 00 XXXXXX, X.X.X., a
Delaware limited liability company ("Orange 53"), INLAND WESTERN HARTFORD NEW
PARK, L.L.C., a Delaware limited liability company ("New Park"), INLAND WESTERN
WILLISTON MAPLE TREE, L.L.C., a Delaware limited liability company ("Maple
Tree"), INLAND WESTERN WEST MIFFLIN CENTURY III, L.P., an Illinois limited
partnership ("Century III"), and INLAND WESTERN PITTSBURGH XXXXXXX XXXX, X.X.,
an Illinois limited partnership ("Xxxxxxx Xxxx"; Xxxxxxxx, Mid-Xxxxxx, Xxxxxx,
Westbury, Orange 440, Orange 53, New Park, Maple Tree, Century III and Xxxxxxx
Xxxx, individually and collectively, as the context may require, "BORROWER").
BORROWERS' TINs: 00-0000000 (Xxxxxxxx); 00-0000000 (Mid-Xxxxxx); 00-0000000
(Wilton); 00-0000000 (Westbury); 00-0000000 (Orange 440); 00-0000000 (Orange
53); 00-0000000 (New Park); 00-0000000 (Maple Tree); 00-0000000] (Century III);
and 00-0000000 (Xxxxxxx Xxxx).
MATURITY DATE: August 1, 2007, as such date may be extended pursuant to Section
2.3 of the Loan Agreement.
CONSOLIDATED PROMISSORY NOTE
FOR VALUE RECEIVED Borrower, having its principal place of business at 0000
Xxxxxxxxxxx Xxxx, Xxx Xxxxx, XX 00000, hereby unconditionally promises to pay to
the order of BANK OF AMERICA, N.A., a national banking association, having an
address at Hearst Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
XX0-000-20-03 ("LENDER"), the Original Principal Amount, in lawful money of the
United States of America with interest thereon to be computed from the date of
this Note at the Note Rate, and to be paid in accordance with the terms set
forth below. The Loan Terms Table set forth above is a part of this Note and all
terms used in this Note which are defined in the Loan Terms Table shall have the
meaning set forth therein. All capitalized terms not defined herein shall have
the respective meanings set
forth in that certain Loan Agreement dated the date hereof between Lender and
Borrower (the "LOAN AGREEMENT").
Subject to Article 18 hereof, this Note evidences the new and additional
indebtedness of $155,940,911.53 (the "NEW INDEBTEDNESS") and also the existing
indebtedness of $76,467,088.47 remaining unpaid on, and previously evidenced by,
the bonds, notes, or obligations, including any supplemental or replacement
notes, if any, secured by those certain mortgages described on SCHEDULE A hereto
encumbering the Individual Properties located in the State of New York (the
"EXISTING INDEBTEDNESS") contemporaneously assigned to Lender; it being the
intention of this Note that it shall constitute a consolidation, renewal,
extension and modification, amendment and restatement of the terms of payment of
such Existing Indebtedness and also as an expression of the terms of payment of
such New Indebtedness.
ARTICLE 1 - PAYMENT TERMS; MANNER OF PAYMENT
(a) Borrower hereby agrees to pay sums due under this Note as follows: an
initial payment is due on the Closing Date for interest from the Closing Date
through and including the last day of the calendar month in which the Closing
Date occurs; and thereafter, consecutive monthly installments of interest only
in an amount calculated in accordance with Article 2 below (such amount, the
"MONTHLY PAYMENT AMOUNT") shall be payable pursuant to the terms hereof on each
Payment Date beginning on the Payment Date occurring in September, 2005 (each
such date through and including the Maturity Date, A "SCHEDULED PAYMENT DATE")
through and including the Scheduled Payment Date occurring immediately prior to
the Maturity Date, except that any remaining indebtedness, if not sooner paid,
shall be due and payable on the Maturity Date.
(b) Each payment by Borrower hereunder shall be made to Bank of America,
N.A., P.O. Box 65585, Charlotte, NC 28265-0585, or at such other place as Lender
may designate from time to time in writing. Whenever any payment hereunder shall
be stated to be due on a day which is not a Business Day, such payment shall be
made on the first Business Day preceding such scheduled due date. All payments
made by Borrower hereunder or under the other Loan Documents shall be made
irrespective of, and without any deduction for, any setoff, defense or
counterclaims.
(c) Prior to the occurrence of an Event of Default, all monthly payments
made as scheduled on this Note shall be applied to the payment of interest
computed at the Note Rate. All voluntary and involuntary prepayments on this
Note shall be applied, to the extent thereof, to accrued but unpaid interest on
the amount prepaid, to the remaining Principal Amount, and any other sums due
and unpaid to the Lender in connection with the Loan, in such manner and order
as Lender may elect in its sole and absolute discretion, including, but not
limited to, application to principal installments in inverse order of maturity.
Following the occurrence of an Event of Default, any payment made on this Note
shall be applied to accrued but unpaid interest, late charges, accrued fees, the
unpaid principal amount of this Note, and any other sums due and unpaid to
Lender in connection with the Loan, in such manner and order as Lender may elect
in its sole and absolute discretion.
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(d) Remittances in payment of any part of the indebtedness other than in
the required amount in immediately available U.S. funds shall not, regardless of
any receipt or credit issued therefor, constitute payment until the required
amount is actually received by the holder hereof in immediately available U.S.
funds and shall be made and accepted subject to the condition that any check or
draft may be handled for collection in accordance with the practices of the
collecting bank or banks.
ARTICLE 2 - INTEREST
The Loan shall bear interest at a fixed rate per annum equal to the Note
Rate. Interest shall be computed in accordance with Section 2.2(c) of the Loan
Agreement. Except as otherwise set forth herein or in the other Loan Documents,
interest shall be paid in arrears.
ARTICLE 3 - DEFAULT AND ACCELERATION
The Debt shall without notice become immediately due and payable at the
option of Lender if any payment required in this Note is not paid prior to the
fifth day following the date when due or if not paid on the Maturity Date or on
the happening of any other Event of Default.
ARTICLE 4 - PAYMENTS AFTER DEFAULT
Upon the occurrence and during the continuance of an Event of Default,
interest on the outstanding principal balance of the Loan and, to the extent
permitted by law, overdue interest and other amounts due in respect of the Loan
shall accrue at a rate per annum equal to the lesser of (a) the maximum rate
permitted by applicable law, or (b) four percent (4%) above the Note Rate (such
rate, the "DEFAULT RATE"). Interest at the Default Rate shall be computed from
the occurrence of the Event of Default until the earlier of (i) the actual
receipt and collection of the Debt (or that portion thereof that is then due)
and (ii) the cure of such Event of Default. To the extent permitted by
applicable law, interest at the Default Rate shall be added to the Debt, shall
itself accrue interest at the same rate as the Loan and shall be secured by the
Mortgages. This Article shall not be construed as an agreement or privilege to
extend the date of the payment of the Debt, nor as a waiver of any other right
or remedy accruing to Lender by reason of the occurrence of any Event of
Default; the acceptance of any payment from Borrower shall not be deemed to cure
or constitute a waiver of any Event of Default; and Lender retains its rights
under this Note, the Loan Agreement and the other Loan Documents to accelerate
and to continue to demand payment of the Debt upon the happening of and during
the continuance any Event of Default, despite any payment by Borrower to Lender.
ARTICLE 5 -- PREPAYMENT
(a) VOLUNTARY PREPAYMENT. Except as otherwise expressly permitted by
Section 2.4(a) of the Loan Agreement, no voluntary prepayments, whether in whole
or in part, of the Loan or any other amount at any time due and owing under this
Note can be made by Borrower or any other Person without the express written
consent of Xxxxxx.
(b) INVOLUNTARY PREPAYMENT. In the event of any involuntary prepayment of
the Loan or any other amount under this Note, whether in whole or in part, in
connection with or following Xxxxxx's acceleration of this Note or otherwise,
and whether any or all of the
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Mortgages are satisfied or released by foreclosure (whether by power of sale or
judicial proceeding), deed in lieu of foreclosure or by any other means,
including, without limitation, repayment of the Loan by Borrower or any other
Person pursuant to any statutory or common law right of redemption, Borrower
shall, in addition to any portion of the principal balance of the Loan prepaid
(together with all interest accrued and unpaid thereon and in the event the
prepayment is made on a date other than a Scheduled Payment Date, a sum equal to
the amount of interest which would have accrued under this Note on the amount of
such prepayment if such prepayment had occurred on the next Scheduled Payment
Date), pay to Lender a prepayment premium in an amount equal to Yield
Maintenance (as defined herein) together with, an amount equal to one percent
(1%) of the portion of the Loan being prepaid.
As used herein, "Yield Maintenance" means a prepayment premium in an amount
equal to the greater of:
(i) 1% of the portion of the Loan being prepaid; or
(ii) the product obtained by multiplying:
(A) the portion of the Loan being prepaid, times;
(B) the difference obtained by subtracting (I) the Yield Rate
from (II) the Note Rate, times;
(C) the present value factor calculated using the following
formula:
1-(l+r)(TO THE POWER OF -n)
---------------------------
r
r = Yield Rate
n = the number of years and any fraction thereof, remaining
between the date the prepayment is made and the
Maturity Date of this Note.
As used herein, "YIELD RATE" means the yield calculated by the linear
interpolation of the yields, as reported in the Federal Reserve Statistical
Release H.15-Selected Interest Rates under the heading U.S. Government
Securities/Treasury constant maturities for the week ending prior to the
Prepayment Date, of the U.S. Treasury constant maturities with maturity dates
(one longer and one shorter) most nearly approximating the Maturity Date. In the
event Release H.15 is no longer published, Lender shall select a comparable
publication to determine the Treasury Rate. The "PREPAYMENT CALCULATION DATE"
shall mean, as applicable, the date on which (i) Lender applies any prepayment
to the reduction of the outstanding principal amount this Note, (ii) Lender
accelerates the Loan, in the case of a prepayment resulting from acceleration,
or (iii) Lender applies funds held under any Reserve Account, in the case of a
prepayment resulting from such an application (other than in connection with
acceleration of the Loan).
(c) INSURANCE PROCEEDS AND AWARDS; EXCESS INTEREST. Notwithstanding any
other provision herein to the contrary, and provided no Default exists, Borrower
shall not be required
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to pay any prepayment premium in connection with any prepayment occurring solely
as a result of (i) the application of Insurance Proceeds or Awards pursuant to
the terms of the Loan Documents, or (ii) the application of any interest in
excess of the maximum rate permitted by applicable law to the reduction of the
Loan.
(d) LIMITATION ON PARTIAL PREPAYMENTS. Except as otherwise expressly
permitted by Section 2.4(a) of the Loan Agreement, Lender shall not have any
obligation to accept a partial prepayment.
ARTICLE 6 - SECURITY
This Note is secured by the Mortgages and the other Loan Documents. All of
the terms, covenants and conditions contained in the Loan Agreement, the
Mortgages and the other Loan Documents are hereby made part of this Note to the
same extent and with the same force as if they were fully set forth herein.
ARTICLE 7 - USURY SAVINGS
Xxxxxxxx agrees to a "contracted for" rate of interest that is the rate
stated in this Note, plus any additional rate of interest resulting from any
other sums, amounts, and charges in the nature of interest paid or to be paid by
or on behalf of Borrower, or any benefit or value received or to be received by
the holder of this Note, in connection with this Note or the other Loan
Documents.
This Note is subject to the express condition that at no time shall
Borrower be obligated or required to pay interest on the principal balance of
the Loan at a rate which could subject Lender to either civil or criminal
liability as a result of being in excess of the maximum nonusurious interest
rate, if any, that at any time or from time to time may be contracted for,
taken, reserved, charged or received on the indebtedness evidenced by this Note
and as provided for herein or in the other Loan Documents, under the laws of
such state or states whose laws are held by any court of competent jurisdiction
to govern the interest rate provisions of the Loan (such rate, the "MAXIMUM
LEGAL RATE"). If, by the terms of this Note or the other Loan Documents,
Borrower is at any time required or obligated to pay interest on the principal
balance due hereunder at a rate in excess of the Maximum Legal Rate, the Note
Rate or the Default Rate, as the case may be, shall be deemed to be immediately
reduced to the Maximum Legal Rate and all previous payments in excess of the
Maximum Legal Rate shall be deemed to have been payments in reduction of
principal and not on account of the interest due hereunder. All sums paid or
agreed to be paid to Lender for the use, forbearance, or detention of the sums
due under the Loan, shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full stated term of
the Loan until payment in full so that the rate or amount of interest on account
of the Loan does not exceed the Maximum Legal Rate of interest from time to time
in effect and applicable to the Loan for so long as the Loan is outstanding.
ARTICLE 8 - LATE PAYMENT CHARGE
If any principal or interest payment is not paid by Borrower before the
fifth (5th) day after the date the same is due (or such greater period, if any,
required by applicable law), Borrower shall pay to Lender upon demand an amount
equal to the lesser of four percent (4%) of
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such unpaid sum or the maximum amount permitted by applicable law in order to
defray the expense incurred by Lender in handling and processing such delinquent
payment and to compensate Lender for the loss of the use of such delinquent
payment, provided however, Borrower shall not be required to pay Lender a late
charge in connection with the final payment under the loan. Any such amount
shall be secured by the Mortgages and the other Loan Documents to the extent
permitted by applicable law.
ARTICLE 9 - NO ORAL CHANGE
This Note 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.
ARTICLE 10 - WAIVERS
Xxxxxxxx and all others who may become liable for the payment of all or any
part of the Debt do hereby severally waive presentment and demand for payment,
notice of dishonor, notice of intention to accelerate, notice of acceleration,
protest and notice of protest and non-payment and all other notices of any kind
except as provided in the Loan Agreement. No release of any security for the
Debt or extension of time for payment of this Note or any installment hereof,
and no alteration, amendment or waiver of any provision of this Note, the Loan
Agreement or the other Loan Documents made by agreement between Lender or any
other Person shall release, modify, amend, waive, extend, change, discharge,
terminate or affect the liability of Borrower, and any other Person who may
become liable for the payment of all or any part of the Debt, under this Note,
the Loan Agreement or the other Loan Documents. No notice to or demand on
Borrower shall be deemed to be a waiver of the obligation of Borrower or of the
right of Lender to take further action without further notice or demand as
provided for in this Note, the Loan Agreement or the other Loan Documents. If
Borrower is a limited liability company, the agreements herein contained shall
remain in force and be applicable, notwithstanding any changes in the
individuals comprising the limited liability company, and the term "Borrower,"
as used herein, shall include any alternate or successor limited liability
company, but any predecessor limited liability company and its members shall not
thereby be released from any liability. If Borrower is a partnership, the
agreements herein contained shall remain in force and be applicable,
notwithstanding any changes in the individuals comprising the partnership, and
the term "Borrower," as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability. If Borrower is a corporation, the
agreements contained herein shall remain in full force and be applicable
notwithstanding any changes in the shareholders comprising, or the officers and
directors relating to, the corporation, and the term "Borrower" as used herein,
shall include any alternative or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder. (Nothing in the
foregoing sentence shall be construed as a consent to, or a waiver of, any
prohibition or restriction on transfers of interests in such borrowing entity
which may be set forth in the Loan Agreement, the Mortgages or any other Loan
Documents).
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If this Note is executed by more than one person or entity as Borrower, the
obligations of each such person or entity shall be joint and several. No person
or entity shall be a mere accommodation maker, but each shall be primarily and
directly liable hereunder.
ARTICLE 11 - TRIAL BY JURY
XXXXXXXX AND XXXXXX EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO
THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS
NOTE, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND
VOLUNTARILY BY XXXXXXXX AND XXXXXX, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD
OTHERWISE ACCRUE. EACH OF XXXXXX AND XXXXXXXX IS HEREBY AUTHORIZED TO FILE A
COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
BY XXXXXXXX AND XXXXXX.
ARTICLE 12 - TRANSFER
Upon the transfer of this Note, Borrower hereby waiving notice of any such
transfer, Lender may deliver all the collateral mortgaged, granted, pledged or
assigned pursuant to the Loan Documents, or any part thereof, to the transferee
who shall thereupon become vested with all the rights herein or under applicable
law given to Lender with respect thereto, and Lender shall thereafter forever be
relieved and fully discharged from any liability or responsibility in the matter
arising from events thereafter occurring; but Lender shall retain all rights
hereby given to it with respect to any liabilities and the collateral not so
transferred.
ARTICLE 13 - EXCULPATION
The provisions of Article 15 of the Loan Agreement are hereby incorporated
by reference into this Note to the same extent and with the same force as if
fully set forth herein.
ARTICLE 14 - GOVERNING LAW
This Note shall be governed, construed, applied and enforced in accordance
with the laws of the state in which the Property is located and applicable
federal laws of the United States of America.
ARTICLE 15 - NOTICES
All notices or other written communications hereunder shall be delivered in
accordance with Article 16 of the Loan Agreement.
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ARTICLE 16 - TAXPAYER IDENTIFICATION NUMBER
This Note provides for the Borrower's federal taxpayer identification
number to be inserted in the Loan Terms Table on the first page of this Note. If
such number is not available at the time of execution of this Note or is not
inserted by the Borrower, the Borrower hereby authorizes and directs the Lender
to fill in such number on the first page of this Note when the Borrower provides
to Lender, advises the Lender of, or the Lender otherwise obtains, such number.
ARTICLE 17 - ATTORNEYS' FEES
Any provisions in this Note or elsewhere in the Loan Documents providing
for the payment of "attorneys' fees," "reasonable attorneys' fees" or words of
similar import, shall mean actual attorneys' fees and paralegal fees incurred
based upon the usual and customary fees or hourly rates of the attorneys and
paralegals involved without giving effect to any statutory presumption that may
then be in effect.
ARTICLE 18 - CONSOLIDATION
The Existing Indebtedness and the New Indebtedness are hereby consolidated
to constitute a single indebtedness and, as so consolidated, is hereby extended,
modified, renewed, amended and restated on the terms, covenants and conditions
set forth in this Note. This Note evidences the same principal indebtedness as
the Existing Indebtedness and the New Indebtedness and no further principal
indebtedness.
[NO FURTHER TEXT ON THIS PAGE]
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IN WITNESS WHEREOF, each Borrower has duly executed this Note as of
the day and year first above written.
BORROWER:
INLAND WESTERN BAY SHORE XXXXXXXX, 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
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN HARTFORD NEW PARK, L.L.C, a
Delaware limited liability company
By: INLAND WESTERN HARTFORD NEW PARK
MEMBER, L.L.C., a Delaware limited liability company,
its sole member,
By: INLAND WESTERN HARTFORD NEW PARK
MEMBER II, L.L.C., a Delaware limited liability
company, its Manager,
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation, its sole member
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Asst. Secretary
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN ORANGE 00 XXXXXX, X.X.X., 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
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN ORANGE 000 XXXXXX, X.X.X., a
Delaware limited liability company
By: INLAND WESTERN ORANGE 000 XXXXXX
XXXXXX, X.X.X., a Delaware limited liability company,
its sole member
By: INLAND WESTERN ORANGE 000 XXXXXX
XXXXXX XX, L.L.C., a Delaware limited liability
company, its Manager
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation, its sole member
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Asst. Secretary
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN PITTSBURGH XXXXXXX XXXX,
X.X., an Illinois limited partnership
By: INLAND WESTERN PITTSBURGH XXXXXXX
XXXX XX, L.L.C. a Delaware limited liability company, its
general partner
By: INLAND WESTERN PITTSBURGH XXXXXXX
XXXX PARTNER, L.P., a Delaware limited partnership, its
sole member,
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation, its general partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Asst. Secretary
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN POUGHKEEPSIE MID-XXXXXX,
L.L.C., a Delaware limited liability company
By: INLAND WESTERN POUGHKEEPSIE MID-
XXXXXX MEMBER, L.L.C., a Delaware limited liability
company, its sole member,
By: INLAND WESTERN POUGHKEEPSIE MID-
XXXXXX MEMBER II, L.L.C., a Delaware limited
liability company, its Manager
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation, its sole member
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Asst. Secretary
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN SARATOGA SPRINGS WILTON,
L.L.C., a Delaware limited liability company
By: INLAND WESTERN SARATOGA SPRINGS
WILTON MEMBER, L.L.C., a Delaware limited liability
company, its sole member,
By: INLAND WESTERN SARATOGA SPRINGS
WILTON MEMBER II, L.L.C., a Delaware limited
liability company, its Manager
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation, its sole member
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Asst. Secretary
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN WEST MIFFLIN CENTURY III,
L.P., an Illinois limited partnership
By: INLAND WESTERN WEST MIFFLIN CENTURY III
GP, L.L.C., a Delaware limited liability company, its
general partner
By: INLAND WESTERN WEST MIFFLIN CENTURY III
PARTNER, L.P., a Delaware limited partnership, its sole
Member
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation, its general partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Asst. Secretary
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN WESTBURY MERCHANTS
PLAZA, 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
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
INLAND WESTERN WILLISTON MAPLE TREE, 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
------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SCHEDULE A
MORTGAGE SCHEDULE
I. MID - XXXXXX SCHEDULE
1. MORTGAGE
Mortgagor: Midhudson Center, LLC Dated: 05/10/95
Mortgagee: 221, Inc., Recorded: 05/19/95
Amount: $2,501,000.00 Liber: 2236 MP 187
Tax Paid: $25,010.00
1A ASSIGNMENT OF MORTGAGE
Assignor: 221, Inc., Dated: 07/10/89
Assignee: Starwood Xxxxxxx LLC Recorded: 08/06/98
Liber 100 RAP 448
Assigns Mortgage 1.
1B. ASSIGNMENT OF MORTGAGE
Assignor: Starwood Xxxxxxx LLC Dated:08/19/98
Assignee: KeyBank National Association Recorded:08/25/98
Liber: 101 RAP 386
Assigns Mortgage 1.
1C. ASSUMPTION, MODIFICATION AND EXTENSION AGREEMENT
Starwood Xxxxxxx Poughkeepsie, LLC Dated: 08/19/98
to Recorded: 08/25/98
KeyBank National Association Liber: 2360 MP: 32
Assumes, Modifies and extend Mortgage 1.
2. MORTGAGE
Mortgagor: Starwood Xxxxxxx Poughkeepsie LLC Dated: 08/19/98
Mortgagee: KeyBank National Association Recorded: 08/25/98
Amount: $15,468,373.00 Liber: 2360 MP 33
Tax Paid: $154,684.00
The above Mortgage is a Building Loan Mortgage and security agreement.
2A. MODIFICATION AGREEMENT
KeyBank National Association Dated: 03/29/00
And Recorded:04/25/00
Starwood Xxxxxxx Poughkeepsie LLC Document ID: 01.2000.3922
Modifies Mortgage 1 and 2 above.
2B. MODIFICATION AGREEMENT
Starwood Xxxxxxx Poughkeepsie, LLC Dated: 03/29/00
And Recorded: 04/25/00
KeyBank National Association Document No. 01.2000.3923
Modifies Mortgage 1 and 2
2C. ASSIGNMENT OF MORTGAGE
Assignor: KeyBank National Association Dated: 02/29/00
Assignee: Security Life of Denver Insurance Recorded: 04/25/00
Company
Assigns Mortgages 1 and 2 above Document No. 01.2000.1607A
3. MORTGAGE
Mortgagor: Starwood Xxxxxxx Poughkeepsie LLC Dated: 03/21/00
Mortgagee: Security Life of Denver Insurance Recorded: 04/25/00
Company
Amount: $1,525,000.00 Document No. 01.2000.3920
Tax Paid $ 15,250.00
Covers Premises and More
3A BUILDING LOAN MORTGAGE AND MORTGAGE CONSOLIDATION, SPREADER MODIFICATION,
EXTENSION AND SECURITY AGREEMENT
Starwood Xxxxxxx Poughkeepsie LLC Dated: 03/29/00
And Recorded: 04/25/00
Security Life of Denver Insurance Company Document: 01.2000.3921
Consolidates Mortgages 1, 2 and 3 to form a single lien of $19,025,000.00, and
spreads them to cover premises and more (Easement and Leasehold Parcels on
Parcel 3, Map No. 10650.)
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II. WILTON MORTGAGE SCHEDULE
1. MORTGAGE
Mortgagor: Pyramid Centers of Empire State, Inc. Dated: 06/15/73
Mortgagee: X. Xxxxx Xxxxxxxx Banking Corporation Recorded: 06/20/73
Amount: $6,500,000.00 Liber: 663 MP 174
Tax Paid $ 48,750.00
1A. ASSIGNMENT OF MORTGAGE
Assignor: X. Xxxxx Xxxxxxxx Banking Corporation Dated: 05/17/74
Assignee: Teachers Insurance and Annuity Association Recorded: 05/30/74
Assigns Mortgage Number 1 above Book 46 pg 410
1B. EXTENSION AGREEMENT
Pyramid Centers Inc., Dated:03/11/74
and Recorded: 05/30/74
Teachers Insurance and Annuity Liber: 673 PG 856
Association of America
2. MORTGAGE
Mortgagor: Pyramid Centers of Empire State Inc., Dated: 05/20/74
Mortgagee: Teachers Insurance and Annuity Association
of America Recorded:05/30/74
Amount: $1,000,000 Liber: 673 pg 863
2A. CONSOLIDATION, MODIFICATION, EXTENSION, SPREADER
AGREEMENT
Pyramid Centers Empire State Company Dated: 05/20/74
and Recorded: 05/30/74
Marine Midland Bank Liber: 673 pg 872
Consolidates mortgages in Liber 663 pg. 174 and Liber 673 pg 863 to form single
lien of $7,500,000.00.
3. MORTGAGE
Mortgagor: Pyramid Centers of Empire State Company Dated: 01/26/74
Mortgagee: Marine Midland Bank Recorded: 02/06/76
Amount: $3,300,000 Liber 688 pg 800
Tax Paid: $24,750.00
3A. MODIFICATION AGREEMENT
Modified by Agreement dated 07/01/76 recorded July 6,1976 in Liber 692 page 399.
3B. ASSIGNMENT OF MORTGAGE
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Assigned to Teachers Insurance and Annuity Association of America by Assignment
dated 03/16/77 and recorded March 21, 1997 in Book 47 of Assignments page 351.
3C. CONSOLIDATION, MODIFICATION, EXTENSION AND SPREADER
AGREEMENT
Consolidation Agreement dated 03/17/77 and recorded 03/21/77 in Liber 699 page
1158.
Consolidates Liber 663 pg 174, Liber 673 pg 863 and Liber 688 pg 800 into a
single lien of $10,582,532.32.
3D. ASSIGNMENT OF MORTGAGE
Assignment of Mortgage to KeyBank National Association dated 09/23/99 and
recorded 11/01/99 in Liber 133 page 701. (Assigns Mortgages 1 through 3 above.)
4. MORTGAGE
Mortgagor: Starwood Xxxxxxx Saratoga LLC Dated: 10/28/99
Mortgagee: KeyBank National Association Recorded: 11/1/99
Amount: $1,527,643.08 Liber: 2379 pg. 405
Tax Paid: $ 15,276.00
The above mortgages were consolidated and modified so as to constitute a single
lien of $7,213,320.00 and interest, by agreement dated 10/28/99 and recorded on
11/01/99 in Liber 2379 pg. 431.
5. BUILDING LOAN MORTGAGE
Mortgagor: Starwood Xxxxxxx Saratoga LLC Dated: 10/28/99
Mortgagee: KeyBank National Association Recorded: 11/01/99
Amount: $15,268,680.00 Liber: 2379 pg. 462
Tax Paid: $152,687.00
5A. ASSIGNMENT OF MORTGAGE
Assignor: KeyBank National Association Dated: 03/23/01
Assignee: Security Life of Denver Insurance Company Recorded: 05/18/01
Liber: 145 pg. 748
Assigns mortgages in Liber 663 mp 174, Liber 673 mp. 863, Liber 688 mp 800,
Liber 2379 mp 431 and Liber 2379 mp. 462.
6. MORTGAGE
Mortgagor: Starwood Xxxxxxx Saratoga LLC Dated: 03/23/01
Mortgagee: Security Life of Denver Insurance Company Recorded: 05/18/01
Amount: $1,875,000.00 Liber: 2549 pg 784
Tax Paid: $18,750.00
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6A. BUILDING LOAN MORTGAGE AND MORTGAGE
CONSOLIDATION, SPREADER, MODIFICATION, EXTENSION AND
SECURITY AGREEMENT
Mortgagor: Starwood Xxxxxxx Saratoga LLC Dated: 03/23/01
Mortgagee: Security Life of Denver Insurance Company Recorded: 05/18/01
Liber: 2550 pg 17
Consolidates and Spreads mortgages in Liber 663 pg 174, Liber 673 mp 863, Liber
688 mp. 800, Liber 2379 mp 405, Liber 2379 mp 462 and Liber 2549 mp 784 to form
a single lien of $24, 375, 000.00
III WESTBURY MORTGAGE SCHEDULE
1. PROJECT LOAN MORTGAGE
Mortgagor: XX Xxxxxxxx LLC Dated: 09/01/00
Mortgagee: Summit Bank Recorded: 11/30/00
Amount: $2,580,000.00 Liber: 20648 MP 768
Mortgage Tax $25,800.00
1A. ASSIGNMENT OF MORTGAGE
Assignor: Fleet National Bank, Successor in Interest Dated: 03/28/02
to Summit Bank Recorded: 04/09/02
Assignee: Xxxxxxx Xxxxx Mortgage Lending, Inc. Liber: 22177 pg 409
Assigns Mortgage 1 above.
2. BUILDING LOAN MORTGAGE
Mortgagor: XX Xxxxxxxx LLC Dated: 09/01/00
Mortgagee: Summit Bank Recorded: 11/30/00
Amount: $6,320,000.00 Liber: 20648 pg. 798
Tax Paid: $63,200.00
2A. MODIFICATION AGREEMENT
Mortgagor: XX Xxxxxxxx LLC Dated: 09/28/01
Mortgagee: Fleet National Bank, Successor in Interest Recorded: 12/06/01
to Summit Bank Liber: 21659 pg 989
Modifies Mortgage 2 above.
2B. ASSIGNMENT OF MORTGAGE
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Assignor: Fleet National Bank, successor in interest
to Summit Bank
Dated: 03/28/02
Assignee: Xxxxxxx Xxxxx Mortgage Lending, Inc Recorded: 04/09/02
Liber: 22177 pg. 403
Assigns Mortgage Number 2 above.
3. CONSOLIDATION AGREEMENT
Mortgagor: XX Xxxxxxxx LLC Dated: 03/28/02
Mortgagee: Xxxxxxx Xxxxx Mortgage Lending, Inc Recorded: 04/09/02
Liber: 22177 pg. 415
Consolidates Mortgage 1 and 2 above to form a single lien of $8,600,000.00
IV. BAYSHORE MORTGAGE SCHEDULE
1. MORTGAGE
Mortgagor: Xxxxxxxx Manor, LLC and Dated: 05/11/98
Xxxxxx Xxxxx Xxxx Xxxxxxxx Recorded: 05/28/98
Mortgagee: KeyBank National Association Liber: 19338 pg. 367
Amount: $36,520,000.00
Tax Paid: $365,200.00
1A.. NOTE AND MORTGAGE SPLITTER, SEVERANCE AND
MODIFICATION AGREEMENT
Mortgagor: Xxxxxxxx Manor LLC and Dated: 05/16/01
Xxxxxxxx Manor II, LLC and
Xxxxxxxx Holdings, LLC Recorded: 02/13/02
Mortgagee: KeyBank National Association Liber: 20026 pg. 174
Xxxxxx and Splits Mortgage No. 1 above into two separate liens of
$32,750,000.00(to be evidenced by existing mortgage) and $3,770,000.00(released
from our premises)
1B. ASSIGNMENT OF MORTGAGE
Assignor: KeyBank National Association Dated: 05/14/01
Assignee: Xxxxxxx Xxxxx Mortgage Lending Inc., Recorded: 02/13/02
Liber: 20026 pg. 177
Assigns Mortgage Number 1 above. (as to lien of $32,750,000.00)
1C. MODIFICATION AND SPREADER AGREEMENT
Mortgagor: Xxxxxxxx Manor, LLC and Dated: 05/16/01
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Xxxxxxxx Manor II, LLC Recorded: 02/13/02
Mortgagee: Xxxxxxx Xxxxx Mortgage Lending, Inc., Liber: 20026 pg 178
Modifies and Spreads mortgage 1 above. (as to lien of $32,750,000.00)
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