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Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing
Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (146K)
Doc #117447: Click preview link for longer preview.
APNs: A portion of 162-16-511-004 and 162-16-510-001
through 006, inclusive
Recording requested by and recorded
counterparts should be returned to:
Sony Ben-Moshe, Esq.
Latham & Watkins
701 B Street, Suite 2100
San Diego, California 92101
Mail Property Tax Statements to:
Valvino Lamore, LLC
Legal Department
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING
MADE BY
VALVINO LAMORE, LLC,
a Nevada limited liability company,
as Trustor,
to
Nevada Title Company,
a Nevada corporation,
as Trustee, . . .
117447
|
CLT
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Commonwealth Land Title Co – to any casino operator's agreement, license agreement or sublease agreement used in connection with the Land or the Improvements.
"Title Insurer" means Commonwealth Land Title Co mpany.
"Trust Estate" means all of the property described in Granting Clauses (A) through (O) below, inclusive, and each item of property therein
_____________
dt 126102
;
 BofA Securities
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Banc of America Securities – to time, the "Commitment Letter") dated as of June 14, 2002, among Trustor, Beneficiary, Deutsche Bank Securities Inc., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns & Co. Inc., Wynn Resorts Holdings, LLC, a Nevada limited liability company (formerly known as Wynn
_____________
dt 93557
;
BofA
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Bank of America, – Commitment Letter") dated as of June 14, 2002, among Trustor, Beneficiary, Deutsche Bank Securities Inc., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns &
dt 39695
;
|
Deutsche Bank
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Deutsche Bank Securities Inc – the same may be amended or modified from time to time, the "Commitment Letter") dated as of June 14, 2002, among Trustor, Beneficiary, Deutsche Bank Securities Inc ., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns & Co. Inc., Wynn Resorts Holdings,
_____________
Deutsche Bank Securities Inc – and in furtherance of the Commitment Letter among Borrower, Beneficiary and the other parties signatory thereto (such other parties, together with Beneficiary and Deutsche Bank Securities Inc ., the "Banks") pursuant to which the Banks have agreed to lend to Borrower an aggregate principal amount of $1,000,000,000
_____________
dt 98495
;
DB Trust
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
DEUTSCHE BANK TRUST CO – VALVINO LAMORE, LLC,
a Nevada limited liability company,
as Trustor,
to
Nevada Title Company,
a Nevada corporation,
as Trustee,
for the benefit of
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE BANKS,
AS BENEFICIARY
*******************************************************************************************
THIS INSTRUMENT IS TO BE FILED AND
_____________
DEUTSCHE BANK TRUST CO – TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAMES OF VALVINO LAMORE, LLC AS "DEBTOR" AND DEUTSCHE BANK TRUST CO MPANY AMERICAS AS "SECURED PARTY."
THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE" AS THAT TERM IS DEFINED IN SECTION 104.9334(8) OF THE
_____________
DEUTSCHE BANK TRUST CO – Company, a Nevada corporation, whose address is 2500 North Buffalo, Suite 150, Las Vegas, Nevada 89128, as Trustee ("Trustee"), for the benefit of DEUTSCHE BANK TRUST CO MPANY AMERICAS ("Beneficiary"), in its capacity as Administrative Agent under (i) that certain Amended and Restated Commitment Letter (as the same may be
_____________
Deutsche Bank Trust Co – mail as first class certified mail, return receipt requested, postage paid, whether or not the same is actually received by such party:
Beneficiary:
Deutsche Bank Trust Co mpany Americas
31 West 52nd Street, 7th Floor
New York, New York 10019
Attn: Jeff Baevsky
With a copy to:
Latham & Watkins
701
_____________
dt 113703
;
Wynn Resorts Ltd
|
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| 2002 |
Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing
Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (142K)
Doc #117448: Click preview link for longer preview.
APNs: A portion of 162-16-113-001
and a portion of 162-16-511-004
Recording requested by and recorded
counterparts should be returned to:
Sony Ben-Moshe, Esq.
Latham & Watkins
701 B Street, Suite 2100
San Diego, California 92101
Mail Property Tax Statements to:
Wynn Las Vegas, LLC
Legal Department
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING
MADE BY
WYNN LAS VEGAS, LLC,
a Nevada limited liability company,
as Trustor,
to
Nevada Title Company,
a Nevada corporation,
as Trustee,
for the . . .
117448
|
CLT
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Commonwealth Land Title Co – to any casino operator's agreement, license agreement or sublease agreement used in connection with the Land or the Improvements.
"Title Insurer" means Commonwealth Land Title Co mpany.
"Trust Estate" means all of the property described in Granting Clauses (A) through (O) below, inclusive, and each item of property therein
_____________
dt 126103
;
BofA Securities
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Banc of America Securities – to time, the "Commitment Letter") dated as of June 14, 2002, among Trustor, Beneficiary, Deutsche Bank Securities Inc., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns & Co. Inc., Wynn Resorts Holdings, LLC, a Nevada limited liability company (formerly known as Wynn
_____________
dt 93558
;
BofA
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Bank of America, – Commitment Letter") dated as of June 14, 2002, among Trustor, Beneficiary, Deutsche Bank Securities Inc., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns &
dt 39696
;
|
Deutsche Bank
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Deutsche Bank Securities Inc – the same may be amended or modified from time to time, the "Commitment Letter") dated as of June 14, 2002, among Trustor, Beneficiary, Deutsche Bank Securities Inc ., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns & Co. Inc., Wynn Resorts Holdings,
_____________
Deutsche Bank Securities Inc – and in furtherance of the Commitment Letter among Trustor, Beneficiary and the other parties signatory thereto (such other parties, together with Beneficiary and Deutsche Bank Securities Inc ., the "Banks") pursuant to which the Banks have agreed to lend to Trustor an aggregate principal amount of $1,000,000,000.
_____________
dt 98496
;
DB Trust
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
DEUTSCHE BANK TRUST CO – LAS VEGAS, LLC,
a Nevada limited liability company,
as Trustor,
to
Nevada Title Company,
a Nevada corporation,
as Trustee,
for the benefit of
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE BANKS,
AS BENEFICIARY
*******************************************************************************************
THIS INSTRUMENT IS TO BE FILED AND
_____________
DEUTSCHE BANK TRUST CO – BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAMES OF WYNN LAS VEGAS, LLC AS "DEBTOR" AND DEUTSCHE BANK TRUST CO MPANY AMERICAS AS "SECURED PARTY."
THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE" AS THAT TERM IS DEFINED IN SECTION 104.9334(8) OF THE
_____________
DEUTSCHE BANK TRUST CO – Company, a Nevada corporation, whose address is 2500 North Buffalo, Suite 150, Las Vegas, Nevada 89128, as Trustee ("Trustee"), for the benefit of DEUTSCHE BANK TRUST CO MPANY AMERICAS ("Beneficiary"), in its capacity as Administrative Agent under (i) that certain Amended and Restated Commitment Letter (as the same may be
_____________
Deutsche Bank Trust Co – mail as first class certified mail, return receipt requested, postage paid, whether or not the same is actually received by such party:
Beneficiary:
Deutsche Bank Trust Co mpany Americas
31 West 52nd Street, 7th Floor
New York, New York 10019
Attn: Jeff Baevsky
With a copy to:
Latham & Watkins
701
_____________
dt 113704
;
Wynn Resorts Ltd
|
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| 2002 |
Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing
Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (150K)
Doc #117449: Click preview link for longer preview.
APNs: 162-16-610-016,
162-16-610-007 and
162-16-610-006
Recording requested by and recorded
counterparts should be returned to:
Sony Ben-Moshe, Esq.
Latham & Watkins
701 B Street, Suite 2100
San Diego, California 92101
Mail Property Tax Statements to:
Palo, LLC
Legal Department
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING
MADE BY
PALO, LLC,
a Nevada limited liability company,
as Trustor,
to
Nevada Title Company,
a Nevada corporation,
as Trustee,
for the benefit of
DEUTSCHE BANK TRUST . . .
117449
|
CLT
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Commonwealth Land Title Co – to any casino operator's agreement, license agreement or sublease agreement used in connection with the Land or the Improvements.
"Title Insurer" means Commonwealth Land Title Co mpany.
"Trust Estate" means all of the property described in Granting Clauses (A) through (O) below, inclusive, and each item of property therein
_____________
dt 126104
;
BofA Securities
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Banc of America Securities – Holdings, LLC, a Nevada limited liability company (formerly known as Wynn Resorts, LLC), Beneficiary, Deutsche Bank Securities Inc., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns & Co. Inc., Valvino Lamore, LLC, a Nevada limited liability company, and Wynn Las Vegas, LLC,
_____________
dt 93559
;
BofA
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Bank of America, – Nevada limited liability company (formerly known as Wynn Resorts, LLC), Beneficiary, Deutsche Bank Securities Inc., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns &
dt 39697
;
|
Deutsche Bank
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
Deutsche Bank Securities Inc – dated as of June 14, 2002, among Wynn Resorts Holdings, LLC, a Nevada limited liability company (formerly known as Wynn Resorts, LLC), Beneficiary, Deutsche Bank Securities Inc ., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns & Co. Inc., Valvino Lamore, LLC,
_____________
Deutsche Bank Securities Inc – and in furtherance of the Commitment Letter among Borrower, Beneficiary and the other parties signatory thereto (such other parties, together with Beneficiary and Deutsche Bank Securities Inc ., the "Banks") pursuant to which the Banks have agreed to lend to Borrower an aggregate principal amount of $1,000,000,000
_____________
dt 98497
;
DB Trust
As referenced in this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing:
DEUTSCHE BANK TRUST CO – BY
PALO, LLC,
a Nevada limited liability company,
as Trustor,
to
Nevada Title Company,
a Nevada corporation,
as Trustee,
for the benefit of
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE BANKS,
AS BENEFICIARY
*******************************************************************************************
THIS INSTRUMENT IS TO BE FILED AND
_____________
DEUTSCHE BANK TRUST CO – ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAMES OF PALO, LLC AS "DEBTOR" AND DEUTSCHE BANK TRUST CO MPANY AMERICAS AS "SECURED PARTY."
THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE" AS THAT TERM IS DEFINED IN SECTION 104.9334(8) OF THE
_____________
DEUTSCHE BANK TRUST CO – Company, a Nevada corporation, whose address is 2500 North Buffalo, Suite 150, Las Vegas, Nevada 89128, as Trustee ("Trustee"), for the benefit of DEUTSCHE BANK TRUST CO MPANY AMERICAS ("Beneficiary"), in its capacity as Administrative Agent under (i) that certain Amended and Restated Commitment Letter (as the same may be
_____________
Deutsche Bank Trust Co – mail as first class certified mail, return receipt requested, postage paid, whether or not the same is actually received by such party:
Beneficiary:
Deutsche Bank Trust Co mpany Americas
31 West 52nd Street, 7th Floor
New York, New York 10019
Attn: Jeff Baevsky
With a copy to:
Latham & Watkins
701
_____________
dt 113705
;
Wynn Resorts Ltd
|
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Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (121K)
Doc #122329: Click preview link for longer preview.
DEED OF TRUST, ASSIGNMENT OF LEASES
AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
AND FIXTURE FILING (as the same may be amended, restated, extended, supplemented
or otherwise modified from time to time, this "Deed of Trust"), is made as of
the 15th day of December, 2000, by HERALD SQUARE LLC, a Delaware limited
liability company, having its principal place of business c/o HRPT Properties
Trust, 400 Centre Street, Newton, Massachusetts 02458-2076 ("Trustor"), to
LAWYERS TITLE REALTY SERVICES, INC., a Virginia corporation, having its place of
business c/o Commercial Settlements, Inc., 1015 15th Street, NW, Suite 300,
Washington, D.C. 20005 (the "Trustee"), for the benefit of MERRILL LYNCH
MORTGAGE LENDING, INC., a Delaware corporation, having its place of business at
100 Church Street, 18th Floor, New York, New York 10080 (together with its
successors and assigns, the "Beneficiary"). Capitalized terms used herein but
not otherwise defined shall have the respective meanings assigned to such terms
in the Loan Agreement (hereinafter defined).
W I T N E S S E T H:
To secure the payment of a loan (the "Loan") in the original principal
sum of TWO HUNDRED SIXTY MILLION AND NO/100 DOLLARS ($260,000,000), lawful money
of the United States of America, being made from Beneficiary to Trustor and the
other Borrowers (as defined on Exhibit B attached hereto) on the date hereof
pursuant to the terms and conditions of a certain Loan and Security Agreement,
dated as of the date hereof (as amended or modified, the "Loan Agreement"),
among Trustor, the other Borrowers and Beneficiary, which Loan is evidenced by
and is to be paid with interest according to a certain Promissory Note, dated as
of the date hereof (as amended, modified, renewed or restated and together with
any substitutes or replacements therefor, the "Note"), made by Trustor and the
other Borrowers to Beneficiary and all other sums due hereunder, or otherwise
due under the Loan Documents (as defined in the Loan Agreement) (the principal
amount of the Loan, together with interest thereon and all sums due hereunder
and under the Loan Agreement, the Note and the other Loan Documents being
collectively called the "Debt"), and all of the agreements, covenants,
conditions, warranties, representations and other obligations (other than to
repay the Debt) made or undertaken by Trustor or any other person or entity to
Beneficiary or others as set forth in the Loan Documents (collectively, the
"Obligations"), Trustor has mortgaged, given, granted, bargained, sold,
{PAGE}
alienated, enfeoffed, conveyed, confirmed, pledged, assigned, and hypothecated
and by these presents does hereby give, grant, bargain, sell, alien, enfeoff,
convey, confirm, pledge and assign unto Trustee, in trust, for the benefit of
Beneficiary with power of sale and right of entry and possession, and with
mortgage covenants, all of Trustor's right, title, interest and estate in and to
the Ground Lease (as hereinafter defined) covering the real property described
on Exhibit A attached hereto (the "Premises") and the buildings, structures,
fixtures, additions, enlargements, extensions, modifications, repairs,
replacements and improvements now or hereafter located thereon (the
"Improvements");
TOGETHER WITH: all right, title, interest and estate of Trustor now
owned, or hereafter acquired, in and to the following property, rights,
interests and estates (the Ground Lease, the Premises, the Improvements together
with the following property, rights, interests and estates being hereinafter
described are collectively referred to herein as the "Mortgaged Property"):
(a) all easements, rights-of-way, strips and gores of land, streets,
ways, alleys, passages, sewer rights, water, water courses, water rights and
powers, air rights and development rights, and all estates, rights, titles,
interests, privileges, liberties, tenements, hereditaments and appurtenances of
any nature whatsoever, in any way belonging, relating or pertaining to the
Premises and the Improvements and the reversion and reversions, remainder and
remainders, and all land lying in the bed of any street, road or avenue, opened
or proposed, in front of or adjoining the Premises, to the center line thereof
and all the estates, rights, titles, interests, dower and rights of dower,
courtesy and rights of courtesy, property, possession, claim and demand
whatsoever, both at law and in equity, of Trustor of, in and to the Premises and
the Improvements and every part and parcel thereof, with the appurtenances
thereto;
(b) all machinery, equipment, fixtures (including, but not limited to,
all heating, air conditioning, plumbing, lighting, communications and elevator
fixtures) and other property of every kind and nature, whether tangible or
intangible, whatsoever owned by Trustor, or in which Trustor has or shall have
an interest, now or hereafter located upon the Premises and the Improvements, or
appurtenant thereto, and usable in connection with the present or future
operation and occupancy of the Premises and the Improvements and all building
equipment, materials and supplies of any nature whatsoever owned by Trustor, or
in which Trustor has or shall have an interest, now or hereafter located upon
the Premises and the Improvements, or appurtenant thereto, and usable in
connection with the present or future operation, enjoyment and occupancy of the
Premises and the Improvements (hereinafter collectively called the "Equipment"),
including the proceeds of any sale or transfer of the foregoing, and the right,
title and interest of Trustor in and to any of the Equipment which may be
subject to any security interests, as defined in the Uniform Commercial Code, as
adopted and enacted by the state or states where any of the Mortgaged Property
is located (the "Uniform Commercial Code") superior in lien to the lien of this
Deed of Trust;
(c) all awards or payments, including interest thereon, which may
heretofore and hereafter be made with respect to the Mortgaged Property, whether
from the exercise of the right of eminent domain or condemnation (including, but
not limited to, any transfer made in lieu of or
122329
|
Commercial
As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing:
Commercial Settlements, Inc –
{DOCUMENT}
{TYPE}EX-10.5
{SEQUENCE}6
EXHIBIT 10.5
RETURN TO:
Commercial Settlements, Inc .
1015 15th Street, N.W.
Suite 300
Washington, D.C. 20005
DEED OF TRUST, ASSIGNMENT OF LEASES
AND RENTS, SECURITY
AGREEMENT AND
_____________
Commercial Settlements, Inc – Centre Street, Newton, Massachusetts 02458-2076 ("Trustor"), to
LAWYERS TITLE REALTY SERVICES, INC., a Virginia corporation, having its place of
business c/o Commercial Settlements, Inc ., 1015 15th Street, NW, Suite 300,
Washington, D.C. 20005 (the "Trustee"), for the benefit of MERRILL LYNCH
MORTGAGE LENDING, INC., a
_____________
dt 190757
;
HRPT Properties
As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing:
HRPT Properties
Trust, – the 15th day of December, 2000, by HERALD SQUARE LLC, a Delaware limited
liability company, having its principal place of business c/o HRPT Properties
Trust, 400 Centre Street, Newton, Massachusetts 02458-2076 ("Trustor"), to
LAWYERS TITLE REALTY SERVICES, INC., a Virginia corporation, having its place of
business
_____________
dt 110506
;
REIT Management
As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing:
REIT Management & Research, Inc – date hereof (as amended or modified the "Cash Management
Agreement"), by and between Trustor, the other Borrowers, Beneficiary, First
Union National Bank and REIT Management & Research, Inc . ("Manager")), and any
other escrows or reserves set forth in the Loan Documents;
(i) all accounts receivable, contract rights, interests, estate or
_____________
dt 187281
;
|
First Union
As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing:
First
Union National Bank – PAGE}
dated as of the date hereof (as amended or modified the "Cash Management
Agreement"), by and between Trustor, the other Borrowers, Beneficiary, First
Union National Bank and REIT Management & Research, Inc. ("Manager")), and any
other escrows or reserves set forth in the Loan Documents;
(i) all accounts receivable, contract
_____________
dt 184147
;
ML Mortgage
As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing:
MERRILL LYNCH
MORTGAGE LENDING, – of
business c/o Commercial Settlements, Inc., 1015 15th Street, NW, Suite 300,
Washington, D.C. 20005 (the "Trustee"), for the benefit of MERRILL LYNCH
MORTGAGE LENDING, INC., a Delaware corporation, having its place of business at
100 Church Street, 18th Floor, New York, New York 10080 (together with
_____________
Merrill Lynch Mortgage Lending, – of even date herewith, made by 1600
Market Street Property Trust, a Maryland real estate investment trust
("1600 Market Street"), in favor of Merrill Lynch Mortgage Lending,
Inc.
2. Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing dated of even date herewith, made by
_____________
Merrill Lynch Mortgage Lending, – and
Fixture Filing dated of even date herewith, made by Bridgepoint
Property Trust, a Maryland real estate investment trust
("Bridgepoint"), in favor of Merrill Lynch Mortgage Lending, Inc.
3. Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing dated of even date herewith, made by
_____________
Merrill Lynch Mortgage Lending, – and
Fixture Filing dated of even date herewith, made by Lakewood Property
Trust, a Maryland real estate investment trust ("Lakewood"), in favor
of Merrill Lynch Mortgage Lending, Inc.
4. Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing dated of even date herewith, made by
_____________
Merrill Lynch Mortgage Lending, – and
Fixture Filing dated of even date herewith, made by Herald Square LLC,
a Delaware limited liability company ("Herald Square"), in favor of
Merrill Lynch Mortgage Lending, Inc.
5. Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing dated of even date herewith, made by
_____________
dt 161424
|
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Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing
Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing (183K)
Doc #197170: Click preview link for longer preview.
This document prepared by,
and after recording return to:
Sandra L. Waldier
Bell, Boyd & Lloyd LLC
70 West Madison Street
Suite 3300
Chicago, Illinois 60602
Allstate Life Insurance Company
Allstate Insurance Company
Loan No. 122393
MORTGAGE, ASSIGNMENT OF LEASES,
RENTS AND CONTRACTS, SECURITY AGREEMENT
AND FIXTURE FILING
FROM
INLAND SOUTHEAST DARIEN, L.L.C., AS MORTGAGOR
TO
ALLSTATE LIFE INSURANCE COMPANY AND
ALLSTATE INSURANCE COMPANY, AS MORTGAGEE
DATED: DECEMBER 19, 2003
LOAN AMOUNT: $16,500,000
PROPERTY ADDRESS:
DARIEN TOWNE CENTER
2189 75TH STREET, DARIEN, ILLINOIS 60561
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
ARTICLE SECTION DESCRIPTION PAGE NUMBER
------- ------- ----------- -----------
<S> <C> <C> <C>
I. COVENANTS OF MORTGAGOR.........................................5
1.01. Performance of Obligations Secured.............................5
1.02. Insurance......................................................5
1.03. Condemnation...................................................7
1.04. Damage to Property.............................................8
1.05. Escrow Fund for Condemnation and Insurance Proceeds...........10
1.06. Taxes, Liens and other Items..................................12
1.07. Assignment of Leases, Contracts, Rents and Profits............13
1.08. Due on Sale or Encumbrance....................................17
1.09. Preservation and Maintenance of Property......................17
1.10. Use of Property...............................................17
1.11. Alterations and Additions.....................................18
1.12. Offset Certificates...........................................19
1.13. Mortgagee's Costs and Expenses................................19
1.14. Protection of Security; Costs and Expenses....................20
1.15. Mortgagor's Covenants Respecting Collateral...................21
1.16. Covenants Regarding Financial Statements......................24
1.17. Environmental Covenants.......................................25
1.18. Further Assurances............................................26
1.19. Mortgagor's Continued Existence...............................26
II. EVENTS OF DEFAULT.............................................27
2.01. Monetary and Performance Defaults.............................27
2.02. Bankruptcy, Insolvency, Dissolution...........................27
2.03. Misrepresentation.............................................28
2.04. Default under Subordinate Loans...............................28
2.05. Liens.........................................................28
2.06. Judgments.....................................................28
2.07. Leases........................................................29
2.08. Mortgagor's Continued Existence...............................29
2.09. Breach of Due on Sale or Encumbrance Provision................29
2.10. Default under Related Agreements..............................29
III. REMEDIES......................................................29
3.01. Acceleration..................................................29
3.02. Entry.........................................................29
3.03. Judicial Action...............................................31
3.04. Foreclosure...................................................31
3.05. Rescission of Notice of Default...............................34
3.06. Mortgagee's Remedies Respecting Collateral....................34
3.07. Proceeds of Sales.............................................34
3.08. Condemnation and Insurance Proceeds...........................35
</Table>
<Page>
<Table>
<Caption>
ARTICLE SECTION DESCRIPTION PAGE NUMBER
------- ------- ----------- -----------
<S> <C> <C> <C>
3.09. Waiver of Marshalling, Rights of Redemption, Homestead
and Valuation..............................................36
3.10. Remedies Cumulative...........................................36
3.11. Nonrecourse...................................................36
3.12. Evasion of Prepayment Premium.................................38
IV. MISCELLANEOUS.................................................38
4.01. Severability..................................................38
4.02. Certain Charges and Brokerage Fees............................39
4.03. Notices.......................................................39
4.04. Mortgagor Not Released; Certain Mortgagee Acts................41
4.05. Inspection....................................................41
4.06. Release or Reconveyance or Cancellation.......................42
4.07. Statute of Limitations........................................42
4.08. Interpretation................................................42
4.09. Captions......................................................42
4.10. Consent.......................................................42
4.11. Delegation to Subagents.......................................42
4.12. Successors and Assigns........................................42
4.13. Governing Law.................................................43
4.14. Changes in Taxation...........................................43
4.15. Maximum Interest Rate.........................................43
4.16. Time of Essence...............................................43
4.17. Reproduction of Documents.....................................43
4.18. No Oral Modifications.........................................44
4.19. Compliance With Illinois Mortgage Foreclosure Law.............44
4.20. Further Assurances............................................45
</Table>
ii
<Page>
MORTGAGE, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS,
SECURITY AGREEMENT AND FIXTURE FILING
THIS MORTGAGE, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS, SECURITY
AGREEMENT AND FIXTURE FILING is made as of December 19, 2003, from INLAND
SOUTHEAST DARIEN, L.L.C., a Delaware limited liability company ("Mortgagor"),
whose mailing address is 2901 Butterfield Road, Oakbrook, Illinois 60523, in
favor of ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance corporation
("ALIC"), and ALLSTATE INSURANCE COMPANY, an Illinois insurance corporation
("AIC" and, together with ALIC, "Mortgagee") whose mailing address is c/o
Allstate Investments, LLC, Allstate Plaza South, Suite G5C, 3075 Sanders Road,
Northbrook, Illinois, 60062.
In consideration of the indebtedness herein recited and as security for
payment and performance of the payment of both principal and interest and the
other obligations set forth below, Mortgagor has granted, conveyed, bargained,
sold, alienated, enfeoffed, released, confirmed, transferred, pledged, warranted
and mortgaged, and by these presents does hereby grant, convey, bargain, sell,
alien, enfeoff, release, confirm, transfer, pledge, warrant and mortgage unto
Mortgagee, all of Mortgagor's estate, right, title and interest in, to and under
that certain real property located in the Village of Darien, County of DuPage,
State of Illinois, more particularly described in EXHIBIT A attached hereto and
incorporated herein by this reference (the "Land");
TOGETHER with all of Mortgagor's now or hereafter acquired estate, right,
title and interest in, to and under all buildings, structures, improvements and
fixtures now existing or hereafter erected on the Land and all right, title and
interest, if any, of Mortgagor in and to the streets and roads, opened or
proposed, abutting the Land to the center lines thereof, and strips within or
adjoining the Land, the air space and right to use said air space above the
Land, all rights of ingress and egress on or within the Land, all easements,
rights and appurtenances thereto or used in connection with the Land, including,
without limitation, all lateral support, alley and drainage rights, all
revenues, income, rents, cash or security deposits, advance rental deposits,
profits, royalties, and other benefits thereof or arising from the use or
enjoyment of all or any portion thereof (subject however to the rights and
authorities given herein to Mortgagor to collect and apply such revenues, and
other benefits), all interests in and rights, royalties and profits in
connection with all minerals, oil and gas and other hydrocarbon substances
thereon or therein, and water stock, all options to purchase or lease, all
development or other rights relating to the Land or the operation thereof or
used in connection therewith (including, without limitation, all concurrency
rights, permits, prepaid utilities and impact fees of any nature, storm water
drainage rights and reservations, sanitary sewer rights and reservations,
potable water rights and reservations, allocations of traffic trips, use, rights
and reservations, law enforcement, library, park and educational fees, uses,
rights and reservations), including all Mortgagor's right, title and interest in
all fixtures, attachments, partitions, machinery, equipment, building materials,
appliances and goods of every nature whatever, whether now or hereafter located
on, or attached to, the Land, all of which, including replacements and additions
thereto, shall, to the fullest extent permitted by law and for the purposes of
this Mortgage, be deemed to be real property and, whether affixed or annexed
thereto or not, be deemed conclusively to be real property; and Mortgagor agrees
to execute and deliver, from time to time, such further instruments and
documents as may be required by Mortgagee to confirm the legal operation and
1
<Page>
effect of this Mortgage on any of the foregoing. All of the foregoing property
described in this Section (the "Improvements") together with the Land and the
hereinafter defined Collateral, shall be hereinafter referred to as the
"Property").
MORTGAGOR HEREBY FURTHER GRANTS to Mortgagee a security interest in, and
assigns, all of Mortgagor's now existing or hereafter acquired right, title and
interest in the following with the understanding and intention that this
Mortgage shall also constitute a security agreement pursuant to the Uniform
Commercial Code of the State of Illinois.
(A) All equipment, fixtures, inventory, goods, farm goods, instruments,
appliances, furnishings, machinery, tools, raw materials, component parts, work
in progress and materials, and all other tangible personal property of
whatsoever kind, used or consumed in the improvement, use or enjoyment of the
Property now or any time hereafter owned or acquired by Mortgagor, wherever
located and all products thereof whether in possession of Mortgagor or whether
located on the Property or elsewhere;
(B) To the extent such general intangibles are assignable, all general
intangibles relating to the Property or the design, development, operation,
management and use of the Property (other than trademarks that contain the word
"Inland"), including, but not limited to, (1) all names under which or by which
the Property may at any time be owned and operated or any variant thereof, and
all goodwill in any way relating to the Property and all service marks and
logotypes used in connection therewith, (2) all permits, licenses,
authorizations, variances, land use entitlements, approvals, consents,
clearances, and rights obtained from governmental agencies issued or obtained in
connection with the Property, (3) all permits, licenses, approvals, consents,
authorizations, franchises and agreements issued or obtained in connection with
the construction, use, occupation or operation of the Property, (4) all
materials prepared for filing or filed with any governmental agency, and (5) all
of the books and records of Mortgagor in any way relating to construction or
operation of the Property;
(C) All shares of stock or partnership interest or other evidence of
ownership of any part of the Property that is owned by Mortgagor in common with
others, including all water stock relating to the Property, if any, and all
documents or rights of membership in any owners' or members' association or
similar group having responsibility for managing or operating any part of the
Property provided, however, that the foregoing shall not include any ownership
interests in Mortgagor;
(D) All accounts, deposit accounts, supporting obligations,
letter-of-credit rights, tax or insurance escrows or other escrows held pursuant
to or in connection with this Mortgage or otherwise in connection with the
Property, accounts receivable, instruments, documents, documents of title,
general intangibles, rights to payment and contract rights of every kind, all of
Mortgagor's rights, direct or indirect, under or pursuant to any and all
construction, development, financing, guaranty, indemnity, maintenance,
management, service, supply and warranty agreements, commitments, contracts,
subcontracts, insurance policies, licenses and bonds now or anytime hereafter
arising from construction on the Land or the use or enjoyment of the Property to
the extent such are assignable;
197170
|
Inland Western
As referenced in this Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing:
INLAND WESTERN RETAIL REAL ESTATE
TRUST, – of the day and year first hereinabove written.
MORTGAGOR AND "DEBTOR"
INLAND SOUTHEAST DARIEN, L.L.C.,
a Delaware limited liability company
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation,
Its sole member
By: /s/ Valerie Medina
----------------------------
Its: Asst. Secretary
---------------------------
46
<Page>
STATE OF Illinois )
) SS.
_____________
INLAND
WESTERN RETAIL REAL ESTATE TRUST, – undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY, that Valerie Medina, the Ass't Sec of INLAND
WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, the sole
member of INLAND SOUTHEAST DARIEN, L.L.C., a Delaware limited liability
company, personally known to
_____________
dt 220431
;
Wal-Mart Stores
As referenced in this Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing:
WAL-MART
STORES, INC – NATIONAL BANK AND TRUST COMPANY OF CHICAGO AS TRUSTEE
UNDER TRUST NUMBER JUNE 4, 1991 AND KNOWN AS TRUST NUMBER 113974-03 AND WAL-MART
STORES, INC . FOR THE PURPOSE OF INGRESS AND EGRESS, UTILITIES, SIGNAGE AND STORM
WATER RETENTION.
PARCEL 3:
AN EASEMENT FOR THE BENEFIT OF LOT
_____________
WAL-MART STORES,
INC – AND TRUST COMPANY OF CHICAGO, AS TRUSTEE UNDER TRUST AGREEMENT DATED
JUNE 4, 1991 AND KNOWN AS TRUST NUMBER 113974-03 AND BY WAL-MART STORES,
INC . DATED AUGUST 5, 1993 AS DOCUMENT R93-183596
3. MODIFICATION TO DECLARATION RECORDED SEPTEMBER 9, 1994 AS DOCUMENT
R94-186274 AND RE-
_____________
dt 278190
;
|
 Bell Boyd
As referenced in this Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing:
Bell, Boyd – Exhibit 10.27
This document prepared by,
and after recording return to:
Sandra L. Waldier
Bell, Boyd & Lloyd LLC
70 West Madison Street
Suite 3300
Chicago, Illinois 60602
Allstate Life
dt 29540
;
Allstate Life Insurance Company
|
| Preview
Full Doc
| 2004 |
Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing
Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing (173K)
Doc #197181: Click preview link for longer preview.
Allstate Insurance Company
Loan No. 122397
MORTGAGE, ASSIGNMENT OF LEASES,
RENTS AND CONTRACTS, SECURITY AGREEMENT
AND FIXTURE FILING
FROM
INLAND SOUTHEAST STONY CREEK, L.L.C., AS MORTGAGOR
TO
ALLSTATE INSURANCE COMPANY, AS MORTGAGEE
DATED: January 5, 2004
LOAN AMOUNT: $14,162,000
PROPERTY ADDRESS:
STONEY CREEK MARKETPLACE
17130 MERCANTILE BOULEVARD
NOBLESVILLE, INDIANA
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
ARTICLE SECTION DESCRIPTION PAGE NUMBER
------- ------- ----------- -----------
<S> <C> <C> <C>
I. COVENANTS OF MORTGAGOR........................................5
1.01. Performance of Obligations Secured............................5
1.02. Insurance.....................................................5
1.03. Condemnation..................................................7
1.04. Damage to property............................................8
1.05. Escrow Fund for Condemnation and Insurance Proceeds..........10
1.06. Taxes, Liens and other Items.................................11
1.07. Assignment of Leases, Contracts, Rents and profits...........12
1.08. Due on Sale or Encumbrance...................................16
1.09. Preservation and Maintenance of property.....................16
1.10. Use of property..............................................17
1.11. Alterations and Additions....................................17
1.12. Offset Certificates..........................................18
1.13. Mortgagee's Costs and Expenses...............................18
1.14. Protection of Security; Costs and Expenses...................19
1.15. Mortgagor's Covenants Respecting Collateral..................20
1.16. Covenants Regarding Financial Statements.....................23
1.17. Environmental Covenants......................................24
1.18. Further Assurances...........................................25
1.19. Mortgagor's Continued Existence..............................26
II. EVENTS OF DEFAULT............................................26
2.01. Monetary and Performance Defaults............................26
2.02. Bankruptcy, Insolvency, Dissolution..........................27
2.03. Misrepresentation............................................27
2.04. Default under Subordinate Loans..............................27
2.05. Liens........................................................27
2.06. Judgments....................................................27
2.07. Leases.......................................................28
2.08. Mortgagor's Continued Existence..............................28
2.09. Breach of Due on Sale or Encumbrance Provision...............28
2.10. Default under Related Agreements.............................28
III. REMEDIES.....................................................28
3.01. Acceleration.................................................28
3.02. Entry........................................................28
3.03. Judicial Action..............................................30
3.04. Foreclosure..................................................30
3.05. Rescission of Notice of Default..............................33
3.06. Mortgagee's Remedies Respecting Collateral...................33
3.07. Proceeds of Sales........................................... 33
3.08. Condemnation and Insurance Proceeds..........................34
</Table>
<Page>
<Table>
<Caption>
ARTICLE SECTION DESCRIPTION PAGE NUMBER
------- ------- ----------- -----------
<S> <C> <C> <C>
3.09. Waiver of Marshalling, Rights of Redemption, Homestead
and Valuation..............................................34
3.10. Remedies Cumulative..........................................35
3.11. Nonrecourse..................................................35
3.12. Evasion of Prepayment Premium................................37
IV. MISCELLANEOUS................................................37
4.01. Severability.................................................37
4.02. Certain Charges and Brokerage Fees...........................37
4.03. Notices......................................................38
4.04. Mortgagor Not Released; Certain Mortgagee Acts...............39
4.05. Inspection...................................................40
4.06. Release or Reconveyance or Cancellation......................40
4.07. Statute of Limitations.......................................40
4.08. Interpretation.............................................. 40
4.09. Captions.....................................................41
4.10. Consent......................................................41
4.11. Delegation to Subagents .....................................41
4.12. Successors and Assigns.......................................41
4.13. Governing Law................................................41
4.14. Changes in Taxation .........................................41
4.15. Maximum Interest Rate........................................41
4.16. Time of Essence..............................................42
4.17. Reproduction of Documents....................................42
4.18. No Oral Modifications........................................42
4.19. Further Assurance............................................42
</Table>
ii
<Page>
MORTGAGE, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS,
SECURITY AGREEMENT AND FIXTURE FILING
THIS MORTGAGE, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS, SECURITY
AGREEMENT AND FIXTURE FILING is made as of January 5, 2004, from INLAND
SOUTHEAST STONY CREEK, L.L.C., a Delaware limited liability company
("Mortgagor"), whose mailing address is 2901 Butterfield Road, Oakbrook,
Illinois 60523, in favor of ALLSTATE INSURANCE COMPANY, an Illinois insurance
corporation ("Mortgagee") whose mailing address is c/o Allstate Investments,
LLC, Allstate Plaza South, Suite G5C, 3075 Sanders Road, Northbrook,
Illinois, 60062.
In consideration of the indebtedness herein recited and as security for
payment and performance of the payment of both principal and interest and the
other obligations set forth below, Mortgagor has granted, conveyed, bargained,
sold, alienated, enfeoffed, released, confirmed, transferred, pledged, warranted
and mortgaged, and by these presents does hereby grant, convey, bargain, sell,
alien, enfeoff, release, confirm, transfer, pledge, warrant and mortgage unto
Mortgagee, all of Mortgagor's estate, right, title and interest in, to and under
that certain real property located in Noblesville, County of Hamilton, State of
Indiana, more particularly described in EXHIBIT A attached hereto and
incorporated herein by this reference (the "Land");
TOGETHER with all of Mortgagor's now or hereafter acquired estate, right,
title and interest in, to and under all buildings, structures, improvements and
fixtures now existing or hereafter erected on the Land and all right, title and
interest, if any, of Mortgagor in and to the streets and roads, opened or
proposed, abutting the Land to the center lines thereof, all rights of reversion
(including, without limitation, the right of reversion retained in that certain
Limited Warranty Deed recorded with the Hamilton County Recorder of Deeds as
Instrument No. 2000-57951 and re-recorded as Instrument No. 2001-25776), and
strips within or adjoining the Land, the air space and right to use said air
space above the Land, all rights of ingress and egress on or within the Land,
all easements, rights and appurtenances thereto or used in connection with the
Land, including without limitation, all lateral support, alley and drainage
rights, all revenues, income, rents, cash or security deposits, advance rental
deposits, profits, royalties, and other benefits thereof or arising from the use
or enjoyment of all or any portion thereof (subject however to the rights and
authorities given herein to Mortgagor to collect and apply such revenues, and
other benefits), all interests in and rights, royalties and profits in
connection with all minerals, oil and gas and other hydrocarbon substances
thereon or therein, and water stock, all options to purchase or lease, all
development or other rights relating to the Land or the operation thereof or
used in connection therewith (including, without limitation, all concurrency
rights, permits, prepaid utilities and impact fees of any nature, storm water
drainage rights and reservations, sanitary sewer rights and reservations,
potable water rights and reservations, allocations of traffic trips, use, rights
and reservations, law enforcement, library, park and educational fees, uses,
rights and reservations, and any tax and utility refunds and rebates,
irrespective of the time period to which such refunds and rebates relate),
including all Mortgagor's right, title and interest in all fixtures,
attachments, partitions, machinery, equipment, building materials, appliances
and goods of every nature whatever, whether now or hereafter located on, or
attached to, the Land, all of which, including replacements and additions
thereto, shall to the fullest extent permitted by law and for the purposes of
this Mortgage, be deemed to
1
<Page>
be real property and, whether affixed or annexed thereto or not, be deemed
conclusively to be real property; and Mortgagor agrees to execute and deliver,
from time to time, such further instruments and documents as may be required by
Mortgagee to confirm the legal operation and effect of this Mortgage on any of
the foregoing. All of the foregoing property described in this Section (the
"Improvements") together with the Land and the hereinafter defined Collateral,
shall be hereinafter referred to as the "Property").
MORTGAGOR HEREBY FURTHER GRANTS to Mortgagee a security interest in, and
assigns, all of Mortgagor's now existing or hereafter acquired right, title and
interest in the following with the understanding and intention that this
Mortgage shall also constitute a security agreement pursuant to the Uniform
Commercial Code of the State of Indiana.
(A) All equipment, fixtures, inventory, goods, farm goods, instruments,
appliances, furnishings, machinery, tools, raw materials, component parts, work
in progress and materials, and all other tangible personal property of
whatsoever kind, used or consumed in the improvement, use or enjoyment of the
Property now or any time hereafter owned or acquired by Mortgagor, wherever
located and all products thereof whether in possession of Mortgagor or whether
located on the Property or elsewhere;
(B) To the extent such general intangibles are assignable, all general
intangibles relating to the Property or the design, development, operation,
management and use of the Property (other than trademarks that contain the word
"Inland"), including, but not limited to, (1) all names under which or by which
the Property may at any time be owned and operated or any variant thereof, and
all goodwill in any way relating to the Property and all service marks and
logotypes used in connection therewith, (2) all permits, licenses,
authorizations, variances, land use entitlements, approvals, consents,
clearances, and rights obtained from governmental agencies issued or obtained in
connection with the Property, (3) all permits, licenses, approvals, consents,
authorizations, franchises and agreements issued or obtained in connection with
the construction, use, occupation or operation of the property, (4) all
materials prepared for filing or filed with any governmental agency, and (5) all
of the books and records of Mortgagor in any way relating to construction or
operation of the Property;
(C) All shares of stock or partnership interest or other evidence of
ownership of any part of the Property that is owned by Mortgagor in common with
others, including all water stock relating to the property, if any, and all
documents or rights of membership in any owners' or members' association or
similar group having responsibility for managing or operating any part of the
Property provided, however, that the foregoing shall not include any ownership
interests in Mortgagor;
(D) All accounts, deposit accounts, supporting obligations,
letter-of-credit rights, tax or insurance escrows or other escrows held pursuant
to or in connection with this Mortgage or otherwise in connection with the
Property, accounts receivable, instruments, documents, documents of title,
general intangibles, rights to payment and contract rights of every kind, all of
Mortgagor's rights, direct or indirect, under or pursuant to any and all
construction, development, financing, guaranty, indemnity, maintenance,
management, service, supply and warranty agreements, commitments, contracts,
subcontracts, insurance policies, licenses and
197181
|
Inland Western
As referenced in this Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing:
INLAND WESTERN RETAIL REAL ESTATE
TRUST, – the day and year first hereinabove written.
MORTGAGOR AND "DEBTOR"
INLAND SOUTHEAST STONY CREEK, L.L.C.,
a Delaware limited liability company
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation,
Its sole member
By: /s/ Debra A. Palmer
--------------------------
Its: Asst Secretary
-------------------------
43
<Page>
STATE OF Illinois )
)
_____________
INLAND WESTERN RETAIL REAL ESTATE TRUST, – undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY, that Debra A. Palmer, the Asst. Secretary of
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, the sole
member of INLAND SOUTHEAST STONY CREEK, L.L.C., a Delaware limited liability
company, personally known
_____________
dt 220435
;
Bell Boyd
As referenced in this Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement And Fixture Filing:
Bell, Boyd – 11/14/2004
This document prepared by,
and after recording return to:
Sandra L. Waldier
Bell, Boyd & Lloyd LLC
70 West Madison Street
Suite 3300
Chicago, Illinois 60602
<Page&
dt 29541
;
| Allstate Insurance Company
|
| Preview
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| 2004 |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (219K)
Doc #250391: Click preview link for longer preview.
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
INLAND WESTERN SEVERN, L.L.C.
(Trustor)
TO
ROBERT E. GLENN
(Trustee)
FOR THE BENEFIT OF
JOHN HANCOCK LIFE INSURANCE COMPANY
(Beneficiary)
LOCATION OF PROPERTY:
Metro Square Shopping Center
7860 Quarterfield Road
Severn, Maryland
PRINCIPAL AMOUNT SECURED: $6,067,183.00
Tax Parcel I.D. Nos. 4-000-02010405
4-000-90101120
Title Insurer: Chicago Title Insurance Company
METRO SQUARE SHOPPING CENTER
{Page}
LOAN NO. 6518303
TABLE OF CONTENTS
{Table}
{Caption}
SECTION HEADING
------- -------
{S} {C}
1. Payment of Indebtedness and Incorporation of Covenants, Conditions and
Agreements
2. Warranty of Title
3. Insurance; Casualty
4. Payment of Taxes, Etc.
5. Reserve Fund
6. Condemnation
7. Leases and Rents
8. Maintenance and Use of Trust Property
9. Transfer or Encumbrance of the Trust Property or Interests in the Trustor; Other
Indebtedness
10. Estoppel Certificates
11. No Cooperative or Condominium
12. Changes in the Laws Regarding Taxation
13. No Credits on Account of the Indebtedness
14. Documentary Stamps
15. Right of Entry
16. Books and Records
17. Performance of Other Agreements
18. Representations and Covenants Concerning Loan
19. Single Purpose Entity/Separateness
20. Events of Default; Remedies
21. Additional Remedies
22. Right to Cure Defaults
23. Late Payment Charge
24. Prepayment
25. Prepayment After Event of Default
26. Appointment of Receiver
27. Security Agreement
28. Authority
29. Actions and Proceedings
30. Further Acts, Etc.
31. Recording of Deed of Trust, Etc.
32. Usury Laws
33. Sole Discretion of Beneficiary
34. Recovery of Sums Required To Be Paid
35. Marshalling and Other Matters
36. Waiver of Notice
37. Remedies of Trustor
38. Reporting Requirements
39. Hazardous Materials
40. Asbestos
{/Table}
METRO SQUARE SHOPPING CENTER
i
{Page}
LOAN NO. 6518303
{Table}
{S} {C}
41. Bankruptcy or Insolvency
42. Compliance with ERISA and State Statutes on Governmental Plans
43. Assignments
44. Cooperation
45. Indemnification for Non-Recourse Carveout Obligations
46. Exculpation
47. Notices
48. Non-Waiver
49. Joint and Several Liability
50. Severability
51. Duplicate Originals
52. Indemnity and Beneficiary's Costs
53. Certain Definitions
54. No Oral Change
55. No Foreign Person
56. Separate Tax Lot
57. Right to Release Any Portion of the Trust Property
58. Subrogation
59. Administrative Fees
60. Disclosure
61. Headings, Etc.
62. Address of Real Property
63. Intentionally Deleted
64. Publicity
65. Relationship
66. Homestead
67. No Third Party Beneficiaries
68. Compliance with Regulation U
69. Entire Agreement
70. Servicer
71. Governing Law; Consent to Jurisdiction
72. Title Acts by Trustee
73. Successor Trustee
74. Authorization Regarding Trustee
75. Waiver of Jury Trial
{/Table}
METRO SQUARE SHOPPING CENTER
ii
{Page}
LOAN NO. 6518303
THIS INDEMNITY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING (this "DEED OF TRUST"), dated as of the 26th day of
March, 2004, by INLAND WESTERN SEVERN, L.L.C., a Delaware limited liability
company, having its principal place of business at 2901 Butterfield Road, Oak
Brook, Illinois 60523 ("TRUSTOR") to ROBERT E. GLENN, having a business address
of 1600 Tysons Boulevard, Suite 700, McLean, Virginia 22102-4867 ("TRUSTEE"),
for the benefit of JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts
corporation, having its principal place of business at John Hancock Tower, T-56,
200 Clarendon Street, Boston, Massachusetts 02116 ("BENEFICIARY").
WITNESSETH:
WHEREAS, Inland Western Severn NB, L.L.C., a Delaware limited
liability company ("Borrower"), is justly indebted to Beneficiary for money
borrowed (the "Loan") in the original principal sum of Six Million Sixty-seven
Thousand One Hundred Eighty-three and No/100 Dollars ($6,067,183.00) (the "Loan
Amount") evidenced by Borrower's Promissory Note, dated of even date herewith,
made payable and delivered to Beneficiary (as it may be modified, amended,
supplemented, extended or consolidated in writing and any note(s) issued in
exchange therefor or replacement thereof (the "Note") in which Note Borrower
promises to pay to Beneficiary the Loan Amount, together with all accrued and
unpaid interest thereon, and all other obligations and liabilities of Borrower
due or to become due to Beneficiary thereunder until such indebtedness has been
paid, but in any event, the unpaid balance (if any) remaining due on the Note
shall be due and payable on April 1, 2009, or such earlier date resulting from
the acceleration of the Indebtedness by Beneficiary (the "Maturity Date");
WHEREAS, it is a condition precedent to the making of the Loan that
Trustor be secondarily liable for and guarantee the payment of the indebtedness
evidenced by the Note, and in furtherance thereof Trustor has executed under
seal that certain Payment Guaranty, dated as of even date herewith (the "Payment
Guaranty") in favor of Beneficiary;
WHEREAS, it is a further condition precedent to the making of the Loan
that Trustor executes and delivers, inter alia, this Deed of Trust to secure the
performance of Trustor under the Payment Guaranty for the full and punctual
payment of the Guaranteed Obligations (as defined in the Payment Guaranty) and
the performance by Trustor of its covenants and conditions set forth in this
Deed of Trust and the other Loan Documents (hereinafter defined), as well as any
and all extensions, renewals or modifications thereof, or any part thereof
(collectively the "INDEBTEDNESS"); and
WHEREAS, TRUSTOR IS NOT PRIMARILY LIABLE FOR THE PAYMENT OF THE
INDEBTEDNESS EVIDENCED BY THE NOTE.
NOW THEREFORE, to secure the payment of the Indebtedness, Trustor
hereby irrevocably grants, bargains, sells and conveys to Trustee IN TRUST, WITH
POWER OF SALE, all of Trustor's right, title and interest, if any, in and to the
following property and rights,
METRO SQUARE SHOPPING CENTER
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LOAN NO. 6518303
whether now owned or held or hereafter acquired (collectively, the "TRUST
PROPERTY") and Trustor further grants to Trustee a security interest in the
Trust Property.
GRANTING CLAUSE ONE
All right, title and interest in and to the real property or
properties described on EXHIBIT A hereto (collectively, the "LAND").
GRANTING CLAUSE TWO
All additional lands, estates and development rights hereafter
acquired by Trustor for use in connection with the Land and the development of
the Land and all additional lands and estates therein which may, from time to
time, by supplemental Deed of Trust or otherwise, be expressly made subject to
the lien thereof (collectively, the "ADDITIONAL LAND").
GRANTING CLAUSE THREE
Any and all buildings, structures, fixtures, additions, enlargements,
extensions, modifications, repairs, replacements and improvements now or
hereafter located on the Land or any part thereof (collectively, the
"IMPROVEMENTS"; the Land, the Additional Land and the Improvements hereinafter
collectively referred to as the "REAL PROPERTY").
GRANTING CLAUSE FOUR
All easements, rights-of-way, strips and gores of land, streets, ways,
alleys, passages, sewer rights, water, water courses, water rights and powers,
oil, gas and mineral rights, air rights and development rights, zoning rights,
tax credits or benefits and all estates, rights, titles, interests, privileges,
liberties, tenements, hereditaments and appurtenances of any nature whatsoever
in any way now or hereafter belonging, relating or pertaining to the Real
Property or any part thereof and the reversion and reversions, remainder and
remainders and all land lying in the bed of any street, road or avenue, opened
or proposed, in front of or adjoining the Land or any part thereof to the center
line thereof and all the estates, rights, titles, interests, dower and rights of
dower, curtesy and rights of curtesy, property, possession, claim and demand
whatsoever, both in law and in equity, of Trustor in, of and to the Real
Property and every part and parcel thereof, with the appurtenances thereto.
GRANTING CLAUSE FIVE
All machinery, equipment, fixtures and other property of every kind
and nature whatsoever owned by Trustor or in which Trustor has or shall have an
interest (to the extent of such interest) now or hereafter located upon the Real
Property or appurtenant thereto and usable in connection with the present or
future operation and occupancy of the Real Property and all building equipment,
materials and supplies of any nature whatsoever owne |