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Mortgage
Mortgage (149K)
Doc #121968: Click preview link for longer preview.
MORTGAGE
This MORTGAGE (herein "INSTRUMENT") is made as of July 30, 2001, and
is given by the Mortgagor, LAKESHORE MARKETPLACE, LLC, a Delaware limited
liability company, whose address is 77 West Wacker Drive, Suite 4200,
Chicago, Illinois 60601 (HEREIN "BORROWER"), to the Mortgagee, GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, whose address is
600 Steamboat Road, Greenwich, Connecticut 06830, together with its
successors, assigns and transferees, (herein "LENDER").
BORROWER, in consideration of the indebtedness herein recited,
irrevocably grants, warrants, conveys, mortgages and assigns to Lender, with
power of sale, the following described property located in the County of
Muskegon, State of Michigan, and more particularly described on EXHIBIT "A"
attached hereto and incorporated herein by reference for all purposes.
TOGETHER with all buildings, improvements and tenements now or
hereafter erected on the property, and all heretofore or hereafter vacated
alleys and streets abutting the property, and all easements, rights,
appurtenances, rents (subject however to the assignment of rents to Lender
herein), all rights to divide the property pursuant to Public Act 591 of the
Michigan Public Acts of 1966, as amended (MCL 560-101 et. seq.), royalties,
mineral, oil and gas rights and profits, water, water rights, and water stock
appurtenant to the property, and all fixtures, machinery, equipment, engines,
boilers, incinerators, building materials, appliances and goods of every
nature whatsoever now or hereafter located in, or on, or used, or intended to
be used in connection with the property, including, but not limited to, those
for the purposes of supplying or distributing heating, cooling, electricity,
gas, water, air and light; and all elevators, and related machinery and
equipment, fire prevention and extinguishing apparatus, security and access
control apparatus, plumbing, bath tubs, water heaters, water closets, sinks,
ranges, stoves, refrigerators, dishwashers, disposals, washers, dryers,
awnings, storm windows, storm doors, screens, blinds, shades, curtains and
curtain rods, mirrors, cabinets, paneling, rugs, attached floor coverings,
furniture, pictures, antennas, trees and plants, tax refunds, trade names,
licenses, permits, Borrower's rights to insurance proceeds, unearned
insurance premiums and chooses in action; all of which, including
replacements and additions thereto, shall be deemed to be and remain a part
of the real property covered by this Instrument; and all of the foregoing,
together with said property (or the leasehold estate in the event this
Instrument is on a leasehold) are herein referred to as the "PROPERTY";
TOGETHER with all right, title and interest in, to and under any and
all leases now or hereinafter in existence (as amended or supplemented from
time to time) and covering space in or applicable to the Property
(hereinafter referred to collectively as the "LEASES" and singularly as a
"LEASE"), together with all rents, earnings, income, profits, benefits and
advantages arising from the Property and from said Leases and all other sums
due or to become due under and pursuant thereto, and together with any and
all guarantees and supporting obligations of or under, and letter of credit
rights relating to, any of said Leases, and together with all rights, powers,
privileges, options and other benefits of Borrower as lessor under the
Leases, including, without limitation, the immediate and continuing right to
receive and collect all rents, income, revenues,
14
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issues, profits, condemnation awards, insurance proceeds, moneys, investment
property and security payable or receivable under the Leases or pursuant to
any of the provisions thereof, whether as rent or otherwise, the right to
accept or reject any offer made by any tenant pursuant to its Lease to
purchase the Property and any other property subject to the Lease as therein
provided and to perform all other necessary or appropriate acts with respect
to such Leases as agent and attorney-in-fact for Borrower, and the right to
make all waivers and agreements, to give and receive all notices, consents
and releases, to take such action upon the happening of a default under any
Lease, including the commencement, conduct and consummation of proceedings at
law or in equity as shall be permitted under any provision of any Lease or by
any law, and to do any and all other things whatsoever which Borrower is or
may become entitled to do under any such Lease together with all accounts,
monetary obligations, general intangibles, chattel paper, contract rights,
franchises, interests, estates or other claims, both at law and in equity,
relating to the Property, to the extent not included in rent earnings and
income under any of the Leases;
TOGETHER with all right, title and interest in, to and under any and
all reserve, deposit or escrow accounts (the "ACCOUNTS") made pursuant to any
loan document made between Borrower and Lender with respect to the Property,
together with all income, profits, benefits and advantages arising therefrom,
and together with all rights, powers, privileges, options and other benefits
of Borrower under the Accounts, and together with the right to do any and all
other things whatsoever which Borrower is or may become entitled to do under
the Accounts;
TOGETHER with all agreements, contracts, certificates, guaranties,
warranties, instruments, franchises, permits, licenses, plans,
specifications, records and other documents, now or hereafter entered into,
and all rights therein and thereto, pertaining to the use, occupancy,
construction, management or operation of the Property and any part thereof
and any improvements or respecting any business or activity conducted on the
Property and any part thereof and all right, title and interest of Borrower
therein, including the right to receive and collect any sums payable to
Borrower thereunder and all deposits or other security or advance payments
made by Borrower with respect to any of the services related to the Property
or the operation thereof;
TOGETHER with all tradenames, software, trademarks, trademark
applications, servicemarks, logos, copyrights, copyright applications,
goodwill, books and records and all other general intangibles relating to or
used in connection with the operation of the Property; and
TOGETHER with any and all proceeds resulting or arising from any of
the foregoing (the Property, the Leases, the Accounts, and all other
property, whether real, personal, tangible, or intangible, described above,
and all proceeds thereof, may be referred to collectively as the
"COLLATERAL").
THIS INSTRUMENT SECURES TO LENDER (a) the repayment of the
indebtedness evidenced by Borrower's note dated of even date herewith (herein
"NOTE;" the loan evidenced by the Note may be referred to as the "LOAN") in
the principal sum of Fifteen Million Nine Hundred Ninety-Three Thousand
Dollars ($15,993,000.00), with interest thereon, with the balance of the
indebtedness, if not sooner paid, due and payable on August 1, 2011 (the
"MATURITY DATE"), and all renewals, extensions and modifications thereof; (b)
the performance of the covenants and
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agreements of Borrower contained in an Environmental Indemnity Agreement
(herein so-called) between Lender and Borrower dated of even date herewith;
(c) the payment of all other sums, with interest thereon, advanced by Lender
in accordance herewith to protect the security of this Instrument; and (d)
the performance of the covenants and agreements of Borrower herein contained,
or contained in any other Loan Document (as hereinafter defined), INCLUDING
BORROWER'S COVENANT TO REPAY ALL OTHER SUMS NOW OR HEREAFTER DUE HEREUNDER
(the Note, this Instrument, and all other documents or instruments given by
Borrower or others and accepted by Lender for purposes of evidencing,
securing, perfecting, or guaranteeing the indebtedness evidenced by the Note
may be referred to as the "LOAN DOCUMENTS")(the Loan and other sums due or to
become due under the Loan Documents, and all other liabilities and
obligations described in the foregoing clauses (a), (b), (c) and (d), are
herein sometimes collectively referred to as the "SECURED OBLIGATIONS").
Without limitation of the foregoing, the following documents and instruments
of even date herewith are Loan Documents: this Instrument, the Assignment of
Leases, the Certificate of Borrower, the Environmental Indemnity Agreement,
the Exceptions to Non-Recourse Guaranty, the Completion/Repair and Security
Agreement (if any), the Replacement Reserve and Security Agreement (if any),
and the Conditional Assignment of Management Agreement (if any).
Borrower covenants that Borrower is lawfully seized of the estate
hereby conveyed and has the right to mortgage, grant, convey and assign the
Property (and, if this Instrument is on a leasehold, that the ground lease is
in full force and effect without modification except as noted above and
without default on the part of either lessor or lessee thereunder), that the
Property is unencumbered, except as disclosed in the schedule of exceptions
to coverage in the title policy insuring Lender's interest in the Property,
and that Borrower will warrant and defend generally the title to the Property
against all claims and demands, subject to any easements and restrictions
listed in a schedule of exceptions to coverage in any title insurance policy
insuring Lender's interest in the Property.
Borrower represents, warrants, covenants and agrees in favor of
Lender as follows:
SECTION 1. PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall promptly pay
when due the principal of and interest on the indebtedness evidenced by the
Note, any prepayment and late charges provided in the Note and all other sums
secured by this Instrument.
SECTION 2. FUNDS FOR TAXES, INSURANCE AND OTHER CHARGES. Subject to
applicable law or to a written waiver by Lender, Borrower shall pay to Lender
on the day monthly installments of principal or interest are payable under
the Note (or on another day designated in writing by Lender), until the Note
is paid in full, a sum (herein "FUNDS") equal to one-twelfth of (a) the
yearly taxes and assessments which may be levied on the Property, (b) the
yearly premium installments for fire and other hazard insurance, rent loss
insurance and such other insurance covering the Property as Lender may
require pursuant to this Instrument, (c) the yearly premium installments for
mortgage insurance, if any, and (d) if this Instrument is on a leasehold, the
yearly fixed rents, if any, under the ground lease, all as reasonably
estimated initially and from time to time by Lender on the basis of
assessments and bills and reasonable estimates thereof; PROVIDED, HOWEVER,
that if Lender's estimates should change, Lender will credit any Funds held
by Lender that are in excess of the amounts required pursuant to such new
121968
|
HGPI
As referenced in this Mortgage:
Horizon Group
Properties, – as CT Corporation Systems or its
equivalent in knowledge, skill and experience), officer, employee, paid
consultant or partner of (i) the Borrower, (ii) Horizon Group
Properties, L.P., a Delaware limited partnership ("HORIZON L.P."), or any of
its Affiliates (except as an Outside Director on any of
_____________
Horizon Group Properties, – as CT Corporation Systems or its
equivalent in knowledge, skill and experience), officer, employee, paid
consultant or partner of (i) the Borrower, (ii) Horizon Group Properties,
L.P., a Delaware limited partnership ("HORIZON L.P."), or any of its
Affiliates (except as an Outside Director on any of
_____________
Horizon Group Properties, – is
an employee of a professional service corporation such as CT Corporation
Systems or its equivalent in knowledge, skill and experience), or (iv)
Horizon Group Properties, Inc., a Maryland corporation ("HORIZON"), or any of
its Affiliates (except as an Outside Director on any of the boards of
directors
_____________
dt 110424
;
Horizon Group
As referenced in this Mortgage:
Horizon Group
Properties, L.P. – as CT Corporation Systems or its
equivalent in knowledge, skill and experience), officer, employee, paid
consultant or partner of (i) the Borrower, (ii) Horizon Group
Properties, L.P. , a Delaware limited partnership ("HORIZON L.P."), or any of
its Affiliates (except as an Outside Director on any of the boards
_____________
Horizon Group Properties,
L.P. – as CT Corporation Systems or its
equivalent in knowledge, skill and experience), officer, employee, paid
consultant or partner of (i) the Borrower, (ii) Horizon Group Properties,
L.P. , a Delaware limited partnership ("HORIZON L.P."), or any of its
Affiliates (except as an Outside Director on any of the boards
_____________
dt 135366
;
 Greenwich
As referenced in this Mortgage:
GREENWICH
CAPITAL FINANCIAL PRODUCTS, – LLC, a Delaware limited
liability company, whose address is 77 West Wacker Drive, Suite 4200,
Chicago, Illinois 60601 (HEREIN "BORROWER"), to the Mortgagee, GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, whose address is
600 Steamboat Road, Greenwich, Connecticut 06830, together with its
successors, assigns and transferees, (herein "LENDER").
_____________
Greenwich Capital Financial Products, – BORROWER:
Lakeshore Marketplace, LLC
77 West Wacker Drive, Suite 4200
Chicago, Illinois 60601
Attn: David Tinkham
Facsimile No. (312) 917-8440
TO LENDER:
Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attn: Commercial Mortgage Loan Department
Facsimile No.: (203) 629-8363
With a Copy to:
Greenwich
_____________
Greenwich Capital Financial Products, – Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attn: Commercial Mortgage Loan Department
Facsimile No.: (203) 629-8363
With a Copy to:
Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attn: Legal Department
Facsimile No.: (203) 629-5718
A "BUSINESS DAY" is any day other
_____________
dt 158354
;
|
 Sidley Austin
As referenced in this Mortgage:
Sidley Austin – Name:_________________
This instrument was drafted by and return when recorded to:
Alison M. Richter
Sidley Austin Brown & Wood
Bank One Plaza
10 S. Dearborn Street
Chicago, Illinois 60603
52
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dt 33807
;
Winston & Strawn
As referenced in this Mortgage:
Winston & Strawn, – P. (as
defined in section 29 below), in connection with the Nonconsolidation Opinion
delivered by Winston & Strawn, to be true and correct as of the date of
issuance and to remain
Winston & Strawn – in that certain opinion
letter dated of even date herewith (the "Nonconsolidation Opinion") delivered
by Winston & Strawn in connection with the Loan shall be true and correct in
all respects.
(b) PERTAINING
Winston & Strawn, – by Borrower, Horizon and Horizon L.P., in connection with the
Nonconsolidation Opinion delivered by Winston & Strawn, are true and correct as
of the date hereof and shall remain true and
dt 32268
|
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Full Doc
| 2003 |
Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing
Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing (106K)
Doc #166883: Click preview link for longer preview.
LEASEHOLD MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT
AND FIXTURE FILING
THIS LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
RENTS, FINANCING STATEMENT AND FIXTURE FILING ("Mortgage") is made and entered
into effective as the 28th day of August, 2003 (the "Effective Date") by
EMERITUS CORPORATION, a corporation organized under the laws of the State of
Washington ("Mortgagor"), having its chief executive office at 3131 Elliott
Avenue, Suite 500, Seattle, Washington 98121, in favor of HEALTH CARE REIT,
INC., a corporation organized under the laws of the State of Delaware
("Mortgagee"), having its principal office at One SeaGate, Suite 1500, P.O. Box
1475, Toledo, Ohio 43603-1475.
A. Mortgagor is the owner of a leasehold interest in the Real Property
(defined below). Mortgagor intends to operate, directly or through its
subsidiaries, an assisted living facility, as described on Exhibit C, attached
hereto and made a part hereof, at the Real Property (the "Facility") and is the
tenant of the Facility pursuant to a Lease Agreement between HCRI Eddy Pond
Properties Trust, a Massachusetts Trust, as assignee of LM Auburn Assisted
Living, LLC ("Landlord"), and Mortgagor dated as of February 26, 1996, as
amended time to time ("Lease"), which Lease is evidenced with respect to the
Facility by the recording of a Memorandum of Lease recorded as shown on Exhibit
C, attached hereto and made a part hereof.
B. As of the Effective Date, Mortgagee extended a loan in the amount of
$3,100,000.00 ("Loan") to Mortgagor. In order for Mortgagee to extend the Loan
to Mortgagor, Mortgagee requires that Mortgagor enter into this Mortgage to
grant a lien on Mortgagor's leasehold interest and all government authorizations
and personal property used in the operation of the Facility and owned by
Mortgagor.
In consideration of the loan advances described in Article 2 made or
to be made by Mortgagee to Mortgagor and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Mortgagor has
executed and delivered this Mortgage and by these presents does mortgage,
warrant, grant, transfer and convey to Mortgagee and to its successors and
assigns, forever all of Mortgagor's right, title, and interest to and under the
following property which Mortgagor now owns or may hereafter acquire
("Property"):
1. The leasehold estate of Mortgagor arising under the Lease in the real
property described on Exhibit A attached hereto ("Real Property"), including
without limiting the completeness of the foregoing grant Mortgagor's interest in
the following:
(a) all tenements, hereditaments, and easements, rights of way, licenses,
rights, privileges, and appurtenances pertaining to the Real Property presently
owned or hereafter acquired by Mortgagor, including, without limitation,
easements, rights of way, streets, ways, alleys, gores, or strips of land,
whether or not adjoining the Real Property;
(b) all buildings and any other improvements ("Improvements") now or
hereafter erected or placed upon the Real Property and all fixtures ("Fixtures")
of every kind and nature whatsoever now or hereafter affixed to the Real
Property or Improvements (without limiting the generality of what may be a
Fixture, all heating, ventilating, air conditioning, air cooling, lighting,
incinerating, plumbing, cleaning, communications and power equipment, screens,
storm doors, storm windows, shades, awnings, floor coverings, and carpeting,
shall be deemed to be Fixtures and to be a part of the Real Property, whether or
not physically attached to the Real Property); and
(c) all rents, income, issues, profits, royalties, and other benefits
derived or to be derived from the Real Property, Improvements, and Fixtures (all
of which are called "Rents") and all of Mortgagor's interest in any lease,
sublease license or other agreement pursuant to which any Rents are payable and
the Lease (all of which are called "Leases").
2. All the right, title, interest, claims, or demands, including, without
limitation, claims to the proceeds of any insurance which Mortgagor now has or
may hereafter acquire with respect to any Property and all awards made for the
taking of the whole or any part of the Property by eminent domain or by any
proceeding or the proceeds of any purchase or transfer in lieu thereof,
including, without limitation, any awards resulting from a change of grade or
streets or for severance damages.
3. The Real Property, if ever acquired by Mortgagor, and all real property
hereafter acquired by Mortgagor which is made a part of the lot(s) or parcel(s)
which presently constitute(s) the Real Property on the tax maps of the county
auditor for so long as such after-acquired real property shall be a part of such
lot(s) or parcel(s) (Mortgagor shall execute and deliver to Mortgagee such
instruments as Mortgagee may require to confirm the lien of this Mortgage on the
Real Property or the additional property covered by this clause. This clause is
intended to insure that the lien of this Mortgage shall always encumber one or
more complete lots or parcels on the tax maps in the office of the auditor of
the county in which the Real Property is located so that the ability to transfer
the Real Property under Article 6 shall not be defeated or hindered by any
alteration of the lot(s) or parcel(s) which presently constitute(s) the Real
Property on such tax maps.)
AND Mortgagor grants to Mortgagee a security interest in and to Mortgagor's
right, title and interest in the following described property:
4. All machinery, furniture, equipment, trade fixtures, appliances,
inventory and all other goods (as "equipment," "inventory" and "goods" are
defined for purposes of Article 9 ("Article 9") of the Uniform Commercial Code
as adopted in the State where the Real Property is located ("State")) and any
leasehold interest of Mortgagor in any of the foregoing, now or hereafter
located in or on or used or usable in connection with the Real Property,
Improvements, or Fixtures and replacements, additions, and accessions thereto,
including, without limitation, those items which are to become fixtures or which
are building supplies and materials to be incorporated into an Improvement
or Fixture.
5. All accounts, general intangibles, instruments, documents, and chattel
paper [as "accounts", "contract rights", "general intangibles", "instruments",
"documents", and "chattel paper", are defined for purposes of Article 9] now or
hereafter arising in connection with the business located in or on or used or
usable in connection with the Real Property, Improvements, or Fixtures, and
replacements, additions, and accessions thereto.
6. All franchises, permits, licenses, operating rights, certifications,
approvals, consents, authorizations and other general intangibles regarding the
use, occupancy or operation of the Improvements, or any part thereof, including,
without limitation, certificates of need, state health care facility
licenses, and Medicare and Medicaid provider agreements, to the extent permitted
by law.
7. Unless expressly prohibited by the terms thereof, all contracts,
agreements, contract rights and materials relating to the design, construction,
renovation, operation and management of the Improvements, management agreements,
plans, specifications, drawings, blueprints, models, mock-ups, brochures,
flyers, advertising and promotional materials and mailing lists.
8. All ledger sheets, files, records, computer programs, tapes, other
electronic data processing materials, and other documentation relating to the
preceding listed property or otherwise used or usable in connection with the
Real Property and Improvements.
9. The products and proceeds of the preceding listed property, including,
without limitation, cash and non-cash proceeds, proceeds of proceeds, and
insurance proceeds.
166883
|
Health Care REIT
As referenced in this Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing:
HEALTH CARE REIT, – of the State of
Washington ("Mortgagor"), having its chief executive office at 3131 Elliott
Avenue, Suite 500, Seattle, Washington 98121, in favor of HEALTH CARE REIT,
INC., a corporation organized under the laws of the State of Delaware
("Mortgagee"), having its principal office at One SeaGate, Suite 1500,
_____________
dt 111522
;
Morgan Stanley
As referenced in this Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing:
Morgan Stanley
Dean Witter – in Book 19222, page 69, as affected by an Assignment and Assumption
of Interest Under Mortgage and Assignment of Leases and Rents to Morgan Stanley
Dean Witter dated October 18, 2000 and recorded on December 21, 2000 in Book
23349, page 354, as further affected by an Assignment of
_____________
Morgan Stanley Dean Witter
– in
Book 19222, page 129 as affected by an Assignment and Assumption of Interest
Under Mortgage and Assignment of Leases and Rents to Morgan Stanley Dean Witter
dated October 18, 2000 and recorded on December 21, 2000 in Book 23349, page
354.
4. UCC-1 Financing Statement to Teachers
_____________
dt 126384
;
| Emeritus Corp.
|
| Preview
Full Doc
| 2003 |
Leasehold Mortgage, Security Agreement Assignment of Leases and Rents, Financing Statement And Fixture Filing
Leasehold Mortgage, Security Agreement Assignment of Leases and Rents, Financing Statement And Fixture Filing (104K)
Doc #193083: Click preview link for longer preview.
LEASEHOLD MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT
AND FIXTURE FILING
THIS LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
RENTS, FINANCING STATEMENT AND FIXTURE FILING ("Mortgage") is made and entered
into effective as the 28th day of August, 2003 (the "Effective Date") by
EMERITUS CORPORATION, a corporation organized under the laws of the State of
Washington ("Mortgagor"), having its chief executive office at 3131 Elliott
Avenue, Suite 500, Seattle, Washington 98121, in favor of HEALTH CARE REIT,
INC., a corporation organized under the laws of the State of Delaware
("Mortgagee"), having its principal office at One SeaGate, Suite 1500, P.O. Box
1475, Toledo, Ohio 43603-1475.
A. Mortgagor is the owner of a leasehold interest in the Real Property
(defined below). Mortgagor intends to operate, directly or through its
subsidiaries, an assisted living facility, as described on Exhibit C, attached
hereto and made a part hereof, at the Real Property (the "Facility") and is the
tenant of the Facility pursuant to a Lease Agreement between HCRI Stonecreek
Properties, LLC, a Delaware limited liability company, as assignee of LM
Louisville Assisted Living, LLC ("Landlord"), and Mortgagor dated as of February
26, 1996, as amended time to time ("Lease"), which Lease is evidenced with
respect to the Facility by the recording of a Memorandum of Lease recorded as
shown on Exhibit C, attached hereto and made a part hereof.
B. As of the Effective Date, Mortgagee extended a loan in the amount of
$3,100,000.00 ("Loan") to Mortgagor. In order for Mortgagee to extend the Loan
to Mortgagor, Mortgagee requires that Mortgagor enter into this Mortgage to
grant a lien on Mortgagor's leasehold interest and all government authorizations
and personal property used in the operation of the Facility and owned by
Mortgagor.
In consideration of the loan advances described in Article 2 made or
to be made by Mortgagee to Mortgagor and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Mortgagor has
executed and delivered this Mortgage and by these presents does mortgage,
warrant, grant, transfer and convey to Mortgagee and to its successors and
assigns, forever all of Mortgagor's right, title, and interest to and under the
following property which Mortgagor now owns or may hereafter acquire
("Property"):
1. The leasehold estate of Mortgagor arising under the Lease in the real
property described on Exhibit A attached hereto ("Real Property"), including
without limiting the completeness of the foregoing grant Mortgagor's interest in
the following:
(a) all tenements, hereditaments, and easements, rights of way, licenses,
rights, privileges, and appurtenances pertaining to the Real Property presently
owned or hereafter acquired by Mortgagor, including, without limitation,
easements, rights of way, streets, ways, alleys, gores, or strips of land,
whether or not adjoining the Real Property;
(b) all buildings and any other improvements ("Improvements") now or
hereafter erected or placed upon the Real Property and all fixtures ("Fixtures")
of every kind and nature whatsoever now or hereafter affixed to the Real
Property or Improvements (without limiting the generality of what may be a
Fixture, all heating, ventilating, air conditioning, air cooling, lighting,
incinerating, plumbing, cleaning, communications and power equipment, screens,
storm doors, storm windows, shades, awnings, floor coverings, and carpeting,
shall be deemed to be Fixtures and to be a part of the Real Property, whether or
not physically attached to the Real Property); and
(c) all rents, income, issues, profits, royalties, and other benefits
derived or to be derived from the Real Property, Improvements, and Fixtures (all
of which are called "Rents") and all of Mortgagor's interest in any lease,
sublease license or other agreement pursuant to which any Rents are payable and
the Lease (all of which are called "Leases").
2. All the right, title, interest, claims, or demands, including, without
limitation, claims to the proceeds of any insurance which Mortgagor now has or
may hereafter acquire with respect to any Property and all awards made for the
taking of the whole or any part of the Property by eminent domain or by any
proceeding or the proceeds of any purchase or transfer in lieu thereof,
including, without limitation, any awards resulting from a change of grade or
streets or for severance damages.
3. The Real Property, if ever acquired by Mortgagor, and all real property
hereafter acquired by Mortgagor which is made a part of the lot(s) or parcel(s)
which presently constitute(s) the Real Property on the tax maps of the county
auditor for so long as such after-acquired real property shall be a part of such
lot(s) or parcel(s) (Mortgagor shall execute and deliver to Mortgagee such
instruments as Mortgagee may require to confirm the lien of this Mortgage on the
Real Property or the additional property covered by this clause. This clause is
intended to insure that the lien of this Mortgage shall always encumber one or
more complete lots or parcels on the tax maps in the office of the auditor of
the county in which the Real Property is located so that the ability to transfer
the Real Property under Article 6 shall not be defeated or hindered by any
alteration of the lot(s) or parcel(s) which presently constitute(s) the Real
Property on such tax maps.)
AND Mortgagor grants to Mortgagee a security interest in and to Mortgagor's
right, title and interest in the following described property:
4. All machinery, furniture, equipment, trade fixtures, appliances,
inventory and all other goods (as "equipment," "inventory" and "goods" are
defined for purposes of Article 9 ("Article 9") of the Uniform Commercial Code
as adopted in the State where the Real Property is located ("State")) and any
leasehold interest of Mortgagor in any of the foregoing, now or hereafter
located in or on or used or usable in connection with the Real Property,
Improvements, or Fixtures and replacements, additions, and accessions thereto,
including, without limitation, those items which are to become fixtures or which
are building supplies and materials to be incorporated into an Improvement
or Fixture.
5. All accounts, general intangibles, instruments, documents, and chattel
paper [as "accounts", "contract rights", "general intangibles", "instruments",
"documents", and "chattel paper", are defined for purposes of Article 9] now or
hereafter arising in connection with the business located in or on or used or
usable in connection with the Real Property, Improvements, or Fixtures, and
replacements, additions, and accessions thereto.
6. All franchises, permits, licenses, operating rights, certifications,
approvals, consents, authorizations and other general intangibles regarding the
use, occupancy or operation of the Improvements, or any part thereof, including,
without limitation, certificates of need, state health care facility
licenses, and Medicare and Medicaid provider agreements, to the extent permitted
by law.
193083
|
Health Care REIT
As referenced in this Leasehold Mortgage, Security Agreement Assignment of Leases and Rents, Financing Statement And Fixture Filing:
HEALTH CARE REIT, – of the State of
Washington ("Mortgagor"), having its chief executive office at 3131 Elliott
Avenue, Suite 500, Seattle, Washington 98121, in favor of HEALTH CARE REIT,
INC., a corporation organized under the laws of the State of Delaware
("Mortgagee"), having its principal office at One SeaGate, Suite 1500,
_____________
dt 111532
;
Morgan Stanley
As referenced in this Leasehold Mortgage, Security Agreement Assignment of Leases and Rents, Financing Statement And Fixture Filing:
Morgan Stanley Dean Witter – favor of Teachers Insurance and Annuity Association of
America, dated September 30, 1997, recorded in Mortgage Book 4469, page 838, as
assigned to Morgan Stanley Dean Witter Mortgage Capital, Inc., in Deed Book
7547, page 950, and further assigned to Regency Savings Bank F.S.B. in Deed Book
7642,
_____________
Morgan Stanley Dean Witter – of Teachers Insurance and Annuity
Association of America, dated September 30, 1977, of record in Deed Book 6943,
page 701, as assigned to Morgan Stanley Dean Witter Mortgage Capital, Inc., in
Deed Book 7547, page 950 and further assigned to Regency Savings Bank, F.S.B. in
Deed Book 7642,
_____________
dt 126406
;
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Leasehold Mortgage/Deed of Trust, Security Agreement, Assignment of Leases and Rents Financing Statement and Fixture Filing [Amended and Restated]
Leasehold Mortgage/Deed of Trust, Security Agreement, Assignment of Leases and Rents Financing Statement and Fixture Filing [Amended and Restated] (116K)
Doc #193091: Click preview link for longer preview.
OKSANA M. LUDD, ESQ.
SHUMAKER, LOOP & KENDRICK, LLP
1000 JACKSON
TOLEDO, OHIO 43624-1573
AMENDED AND RESTATED LEASEHOLD MORTGAGE/DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS,
FINANCING STATEMENT AND FIXTURE FILING
THIS AMENDED AND RESTATED LEASEHOLD MORTGAGE/DEED OF TRUST, SECURITY
AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE
FILING ("Deed of Trust") is made and entered into effective as the 30th day of
September, 2003 (the "Effective Date") by:
- EMERITUS CORPORATION, a corporation organized under the laws of the State
of Washington ("Trustor"), having its chief executive office at 3131 Elliott
Avenue, Suite 500, Seattle, Washington 98121;
- Commonwealth Land Title Insurance Company, as Trustee, the trustee
hereunder to the extent this Deed of Trust operates as a deed of trust for the
Fairfield, California property and the Paso Robles, California property
("California Trustee"), having an address at 525 Market Street, Suite 510, San
Francisco, California 94105;
- Mid South Title Co. as Trustee, the trustee hereunder to the extent this
Deed of Trust operates as a deed of trust for the Hattiesburg, Mississippi
property ("Mississippi Trustee"), having an address at 101 Gateway Center,
Richmond, Virginia 23261;
- Lawyers Title of Arizona, Inc., the trustee hereunder to the extent this
Deed of Trust operates as a deed of trust for the Flagstaff, Arizona property
and the Phoenix, Arizona property ("Arizona Trustee"), having an address at 1850
N. Central Avenue, Suite 1200, Phoenix, Arizona 85004;
- Transnation Title & Escrow, Inc., the trustee hereunder to the extent this
Deed of Trust operates as a deed of trust for the Chubbuck, Idaho property, the
Coeur D'Alene, Idaho property and the Pocatello, Idaho property ("Idaho
Trustee"), having an address at Suite 150, 1087 West River Street, Boise, Idaho
83702;
- Carson Mills, the trustee hereunder to the extent this Deed of Trust
operates as a deed of trust for the Hagerstown, Maryland property ("Maryland
Trustee"), having an address at 77 South Washington Street, Suite 302,
Rockville, Maryland 20850;
- AmeriTitle, the trustee hereunder to the extent this Deed of Trust
operates as a deed of trust for the Ontario, Oregon property ("Oregon Trustee"),
having an address at 70 S.W. Third Avenue, Ontario, , Oregon 97914;
- William Fairbanks, the trustee hereunder to the extent this Deed of Trust
operates as a deed of trust for the Lubbock, Texas property ("Texas Trustee"),
having an address at Suite 1200, 7557 Rambler Road, Dallas, Texas 75231;
- Lawyers Title Realty Services, Inc., the trustee hereunder to the extent
this Deed of Trust operates as a deed of trust for the Staunton, Virginia
property ("Virginia Trustee"), having an address at 101 Gateway Center Parkway,
Gateway One, Richmond, Virginia 23235; and
- Transnation Title Insurance Company, the trustee hereunder to the extent
this Deed of Trust operates as a deed of trust for the Bellingham, Washington
property, the Federal Way, Washington property and the Moses Lake, Washington
property ("Washington Trustee"), having an address at Everett Mutual Tower,
Suite 1121, Everett, Washington 98201; (the California Trustee, the Mississippi
Trustee, the Arizona Trustee, the Idaho Trustee, the Maryland Trustee, the
Oregon Trustee, the Texas Trustee, the Virginia Trustee and the Washington
Trustee are, individually and collectively, referred to as "Trustee"),
in favor of
- HEALTH CARE REIT, INC., a corporation organized under the laws of the
State of Delaware ("Beneficiary"), having its principal office at One SeaGate,
Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475.
Effective April 1, 2002, Trustor executed a certain Leasehold
Mortgage/Deed of Trust, Security Agreement, Assignment of Leases and Rents,
Financing Statement and Fixture Filing ("Original Deed of Trust") in favor of
Lender, which Original Deed of Trust was filed as follows:
- Instrument No. 2002-0042032 filed with the Office of the County Recorder
of Solano County, California on April 3, 2002;
- Instrument No. 2002027545 filed with the Office of the County Recorder of
San Luis Obispo County, California April 3, 2002;
- Instrument No. 2002R11684 filed with the Office of the County Recorder of
Champaign County, Illinois April 5, 2002; and
- Instrument No. 72563 filed with the Office of the County Recorder of
Forrest County, Mississippi April 3, 2002 in Book 1207, page 445.
The parties hereto desire to amend and restate the Original Deed of Trust as set
forth herein.
193091
|
Health Care REIT
As referenced in this Leasehold Mortgage/Deed of Trust, Security Agreement, Assignment of Leases and Rents Financing Statement and Fixture Filing [Amended and Restated]:
HEALTH CARE REIT, – Oregon Trustee, the Texas Trustee, the Virginia Trustee and the Washington
Trustee are, individually and collectively, referred to as "Trustee"),
in favor of
- HEALTH CARE REIT, INC., a corporation organized under the laws of the
State of Delaware ("Beneficiary"), having its principal office at One SeaGate,
Suite 1500,
_____________
Health Care REIT, – is the owner of a leasehold interest in the Real Property
(defined below) pursuant to an Amended and Restated Master Lease Agreement
between Health Care REIT, Inc., HCRI Mississippi Properties, Inc., HCRI
Massachusetts Properties Trust II and HCRI Texas Properties, Ltd. (collectively,
"Landlord") and Trustor, as tenant, dated
_____________
dt 111534
;
Shumaker, Loop & Kendrick, LLP;
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Mortgage, Security Agreement, And Assignment of Leases and Rents
Mortgage, Security Agreement, And Assignment of Leases and Rents (143K)
Doc #193449: Click preview link for longer preview.
Prepared By And
After Recording Return To:
Lawrence C. Adams, Esq.
Jenkens & Gilchrist, A Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
ATTENTION: COUNTY CLERK--THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE MORTGAGOR (DEBTOR) AND MORTGAGEE (SECURED PARTY) ARE SET FORTH IN THIS INSTRUMENT.
MORTGAGE, SECURITY AGREEMENT,
AND
ASSIGNMENT OF LEASES AND RENTS
This MORTAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (hereinafter referred to as this Mortgage) is executed by HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP, an Illinois limited partnership (Mortgagor), whose address for notice hereunder is 77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601, Attn: Gary J. Skoien, to and in favor of BEAL BANK, S.S.B., a savings bank organized under the laws of the State of Texas (Mortgagee), whose address for notice hereunder is 6000 Legacy Drive, 4 East, Plano, Texas 75024, Attn: William T. Saurenmann:
1
W I T N E S S E T H:
ARTICLE I
DEFINITIONS
1.1 As used herein, the following terms shall have the following meanings:
(a) Applicable Environmental Laws: All Legal Requirements now or hereafter applicable to the use, treatment, processing, disposal, transportation, storage or handling of hazardous or toxic wastes or substances, including, without limitation, the Resource Conservation and Recovery Act of 1987 (42 U.S.C. Section 6901 et seq.), as amended from time to time, and regulations promulgated thereunder or pursuant thereto, and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended from time to time, and regulations promulgated thereunder or pursuant thereto.
(b) Debtor Relief Laws: Any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws, whether federal or state or of a country other than the United States of America, affecting the rights or remedies of creditors generally, as in effect from time to time.
(c) Escrowed Funds: The amounts paid by Mortgagor to Mortgagee pursuant to Paragraph 12.4 hereof to be held by Mortgagee in a fund for the payment of the Impositions, subject to the provisions of such Paragraph 12.4.
(d) Event of Default: Any happening or occurrence described in Article VI herein.
(e) Fixtures: All right, title and interest of Mortgagor in and to all materials, supplies, equipment, apparatus and other items now or hereafter attached to, installed on or in the Land or the Improvements, or which in some fashion are deemed to be fixtures to the Land or Improvements under the laws of the State of Illinois, including the Illinois Uniform Commercial Code. The term Fixtures shall include, without limitation, all items of personalty to the extent that the same may be deemed Fixtures under applicable law.
(f) Governmental Authority: Any and all courts, boards, agencies, commissions, offices or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.
(g) Guarantors (whether one or more): Horizon Group Properties, Inc., a Maryland corporation, Horizon Group Properties, L.P., a Delaware limited partnership, and Prime Retail, L.P., a Delaware limited partnership.
(h) Guaranty: That certain Guaranty Agreement, dated July 10, 2002, executed by the Guarantors in favor of Mortgagee, by which the Guarantors jointly and severally guaranty the payment and performance of Makers obligations in regard to the Loan and under the Loan Documents.
193449
|
HGPI
As referenced in this Mortgage, Security Agreement, And Assignment of Leases and Rents:
Horizon Group Properties, – any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.
(g) Guarantors (whether one or more): Horizon Group Properties, Inc., a Maryland corporation, Horizon Group Properties, L.P., a Delaware limited partnership, and Prime Retail, L.P., a Delaware limited partnership.
(
_____________
Horizon Group Properties, – municipal, city or otherwise) whether now or hereafter in existence.
(g) Guarantors (whether one or more): Horizon Group Properties, Inc., a Maryland corporation, Horizon Group Properties, L.P., a Delaware limited partnership, and Prime Retail, L.P., a Delaware limited partnership.
(h) Guaranty: That certain Guaranty Agreement, dated
_____________
Horizon Group Properties, – 19th day of August, 2003.
MORTGAGOR:
HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP,
an Illinois limited partnership
By:
Horizon Huntley, LLC, its
Managing General Partner
By:
Horizon Group Properties, L.P., its
Sole Managing Member
By:
Horizon Group Properties, Inc., its
General Partner
By:
Name:
Title:
38
JOINDER
Monroe Outlet Center,
_____________
Horizon Group Properties, – an Illinois limited partnership
By:
Horizon Huntley, LLC, its
Managing General Partner
By:
Horizon Group Properties, L.P., its
Sole Managing Member
By:
Horizon Group Properties, Inc., its
General Partner
By:
Name:
Title:
38
JOINDER
Monroe Outlet Center, LLC is joining herein to evidence its agreement with the
_____________
Horizon Group Properties, – Title:
38
JOINDER
Monroe Outlet Center, LLC is joining herein to evidence its agreement with the terms hereof.
MONROE OUTLET CENTER, LLC
By: Horizon Group Properties, L.P., its Manager
By: Horizon Group Properties, Inc., its General Partner
By:
Name:
Title:
39
EXHIBIT A
Property Description
40
EXHIBIT
_____________
dt 110446
;
Horizon Group
As referenced in this Mortgage, Security Agreement, And Assignment of Leases and Rents:
Horizon Group Properties, L.P. – municipal, city or otherwise) whether now or hereafter in existence.
(g) Guarantors (whether one or more): Horizon Group Properties, Inc., a Maryland corporation, Horizon Group Properties, L.P. , a Delaware limited partnership, and Prime Retail, L.P., a Delaware limited partnership.
(h) Guaranty: That certain Guaranty Agreement, dated July 10,
_____________
Horizon Group Properties, L.P. – 19th day of August, 2003.
MORTGAGOR:
HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP,
an Illinois limited partnership
By:
Horizon Huntley, LLC, its
Managing General Partner
By:
Horizon Group Properties, L.P. , its
Sole Managing Member
By:
Horizon Group Properties, Inc., its
General Partner
By:
Name:
Title:
38
JOINDER
Monroe Outlet Center, LLC is
_____________
Horizon Group Properties, L.P. – Title:
38
JOINDER
Monroe Outlet Center, LLC is joining herein to evidence its agreement with the terms hereof.
MONROE OUTLET CENTER, LLC
By: Horizon Group Properties, L.P. , its Manager
By: Horizon Group Properties, Inc., its General Partner
By:
Name:
Title:
39
EXHIBIT A
Property Description
40
EXHIBIT B
Permitted
_____________
dt 135382
;
|
Schiff Hardin
As referenced in this Mortgage, Security Agreement, And Assignment of Leases and Rents:
Schiff, Hardin – may mature into an Event of Default, shall be sent to David A. Grossberg, Esq., Schiff, Hardin & Waite, 6600 Sears Tower, Chicago, Illinois 60606-6473.
12.4. Real Estate Taxes;
dt 33477
|
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Mortgage, Assignment of Leases and Rents and Security Agreement
Mortgage, Assignment of Leases and Rents and Security Agreement (214K)
Doc #197070: Click preview link for longer preview.
Loan No. 6518217
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY
AGREEMENT
Dated as of January 1, 2004
INLAND SOUTHEAST NEW BRITAIN, L.L.C.
(Mortgagor)
TO
JOHN HANCOCK LIFE INSURANCE COMPANY
(Mortgagee)
LOCATION OF PROPERTY:
1309 Corbin Street
New Britain, Connecticut
Record and Return To:
Quarles & Brady LLP
500 West Madison Street
Suite 3700
Chicago, Illinois 60661
Attention: Peter A. Sarasek, Esq.
<Page>
Loan No. 6518217
TABLE OF CONTENTS
<Table>
<Caption>
Page
----
<S> <C> <C>
1. Payment of Indebtedness and Incorporation of Covenants, Conditions and
Agreements.................................................................................4
2. Warranty of Title............................................................................4
3. Insurance; Casualty..........................................................................5
4. Payment of Taxes, Etc.......................................................................10
5. Reserve Fund................................................................................11
6. Condemnation................................................................................13
7. Leases and Rents............................................................................14
8. Maintenance and Use of Mortgaged Property...................................................16
9. Transfer or Encumbrance of the Mortgaged Property or Interests in the
Mortgagor; Other Indebtedness.............................................................17
10. Estoppel Certificates.......................................................................23
11. No Cooperative or Condominium...............................................................23
12. Changes in the Laws Regarding Taxation......................................................23
13. No Credits on Account of the Indebtedness...................................................24
14. Documentary Stamps..........................................................................24
15. Right of Entry..............................................................................24
16. Books and Records...........................................................................24
17. Performance of Other Agreements.............................................................25
18. Representations and Covenants Concerning Loan...............................................25
19. Single Purpose Entity/Separateness..........................................................27
20. Events of Default; Remedies.................................................................30
21. Additional Remedies.........................................................................31
22. Right to Cure Defaults......................................................................34
23. Late Payment Charge.........................................................................34
24. Prepayment..................................................................................34
25. Prepayment After Event of Default...........................................................34
26. Appointment of Receiver.....................................................................34
27. Security Agreement..........................................................................35
28. Authority...................................................................................36
29. Actions and Proceedings.....................................................................36
30. Further Acts, Etc...........................................................................36
31. Recording of Mortgage, Etc..................................................................37
32. Usury Laws..................................................................................37
33. Sole Discretion of Mortgagee................................................................37
34. Recovery of Sums Required To Be Paid........................................................37
35. Marshalling and Other Matters...............................................................38
36. Waiver of Notice............................................................................38
37. Remedies of Mortgagor.......................................................................38
38. Reporting Requirements......................................................................38
39. Hazardous Materials.........................................................................38
40. Asbestos....................................................................................41
41. Bankruptcy or Insolvency....................................................................41
42. Compliance with ERISA and State Statutes on Governmental Plans..............................42
43. Assignments.................................................................................43
44. Cooperation.................................................................................43
45. Indemnification for Non-Recourse Carveout Obligations.......................................44
</Table>
- i -
<Page>
Loan No. 6518217
<Table>
<S> <C> <C>
46. Exculpation.................................................................................44
47. Notices.....................................................................................45
48. Non-Waiver..................................................................................46
49. Joint and Several Liability.................................................................47
50. Severability................................................................................47
51. Duplicate Originals.........................................................................47
52. Indemnity and Mortgagee's Costs.............................................................47
53. Certain Definitions.........................................................................47
54. No Oral Change..............................................................................48
55. No Foreign Person...........................................................................48
56. Separate Tax Lot............................................................................48
57. Right to Release Any Portion of the Mortgaged Property......................................48
58. Subrogation.................................................................................48
59. Administrative Fees.........................................................................48
60. Disclosure..................................................................................48
61. Headings, Etc...............................................................................49
62. Address of Real Property....................................................................49
63. Intentionally Deleted.......................................................................49
64. Publicity...................................................................................49
65. Relationship................................................................................49
66. Homestead...................................................................................49
67. No Third Party Beneficiaries................................................................49
68. Compliance with Regulation U................................................................49
69. Entire Agreement............................................................................49
70. Servicer....................................................................................50
71. Governing Law; Consent to Jurisdiction......................................................50
72. Special State Provisions....................................................................50
</Table>
- ii -
<Page>
Loan No. 6518217
INDEX OF DEFINED TERMS
<Table>
<S> <C>
Additional Land...................................................................................1
Architect.........................................................................................7
Assignee.........................................................................................14
Assignment of Leases and Rents...................................................................15
Assignor.........................................................................................14
Bankruptcy Code...................................................................................3
Code.............................................................................................37
Collateral.......................................................................................36
Depository.......................................................................................10
Equipment.........................................................................................2
ERISA............................................................................................43
GAAP.............................................................................................29
Guarantors.......................................................................................28
Guaranty.........................................................................................48
Improvements......................................................................................2
Indebtedness......................................................................................1
Independent Director.............................................................................30
Land..............................................................................................1
Late Charge......................................................................................35
Leases............................................................................................3
Loan..............................................................................................1
Loan Documents...................................................................................48
Management Agreement.............................................................................26
Manager..........................................................................................27
Mortgage..........................................................................................1
Mortgaged Property............................................................................1, 49
Mortgagee.....................................................................................1, 48
Mortgagor.....................................................................................1, 48
Non-Recourse Carveout Obligations................................................................46
Note..........................................................................................1, 48
Other Charges....................................................................................10
Permitted Encumbrances............................................................................5
Person...........................................................................................49
Policies..........................................................................................6
Rating Agencies..................................................................................20
Real Property.....................................................................................2
Rents.........................................................................................3, 15
Repair and Remediation Reserve Fund..............................................................13
Replacement Reserve Agreement....................................................................12
Replacement Reserve Fund.........................................................................12
Reserve Fund.....................................................................................13
Restoration.......................................................................................7
Secondary Market Transactions....................................................................45
Servicer.........................................................................................51
Small Lease......................................................................................15
</Table>
<Page>
Loan No. 6518217
<Table>
<S> <C>
SPC Party........................................................................................30
Tax and Insurance Fund...........................................................................11
Taxes............................................................................................10
Tenant Improvement and Leasing Commission Reserve................................................12
Tenant Improvement and Leasing Commission Reserve Fund...........................................13
Termination Amount...............................................................................15
Transferee.......................................................................................19
Uniform Commercial Code...........................................................................2
</Table>
- ii -
<Page>
Loan No. 6518217
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT
(this "MORTGAGE"), made as of the 1st day of January, 2004, by INLAND SOUTHEAST
NEW BRITAIN, L.L.C., a Delaware limited liability company, having its principal
place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523
("MORTGAGOR"), to and 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 ("MORTGAGEE").
W I T N E S S E T H:
For the consideration of Ten Dollars and other good and valuable
consideration received to its full satisfaction and To secure the payment of an
indebtedness in the principal sum of Eighteen Million One Hundred Fifty Thousand
and No/100 Dollars ($18,150,000.00), lawful money of the United States of
America, to be paid with interest and all other sums and fees payable according
to a certain mortgage note dated the date hereof made by Mortgagor to Mortgagee
(the mortgage note, together with all extensions, renewals or modifications
thereof, being hereinafter collectively called the "NOTE"; and the loan
evidenced by the Note being hereinafter referred to as the "LOAN") and all
indebtedness, obligations, liabilities and expenses due hereunder and under any
other Loan Document (as hereinafter defined) (the indebtedness, interest, other
sums, fees, obligations and all other sums due under the Note and/or hereunder
and/or any other Loan Document being collectively called the "INDEBTEDNESS"),
Mortgagor has mortgaged, given, granted, bargained, sold, alienated, enfeoffed,
conveyed, confirmed, pledged, assigned and hypothecated and by these presents
does mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm,
pledge, assign and hypothecate unto Mortgagee and hereby grants unto Mortgagee a
security interest in the following property and rights, whether now owned or
held or hereafter acquired (collectively, the "MORTGAGED 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 Mortgagor 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 mortgage 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").
<Page>
Loan No. 6518217
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 Mortgagor 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 Mortgagor or in which Mortgagor 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 owned by Mortgagor or
in which Mortgagor has or shall have an interest (to the extent of such
interest) now or hereafter located upon the Real Property or appurtenant thereto
or usable in connection with the present or future operation and occupancy of
the Real Property, including but not limited to all heating, ventilating, air
conditioning, plumbing, lighting, communications and elevator machinery,
equipment and fixtures (hereinafter collectively called the "EQUIPMENT") and the
right, title and interest of Mortgagor in and to any of the Equipment which may
be subject to any security agreements (as defined in the Uniform Commercial Code
of the State in which the Mortgaged Property is located (the "UNIFORM COMMERCIAL
CODE")) superior, inferior or PARI PASSU in lien to the lien of this Mortgage.
In connection with Equipment which is leased to Mortgagor or which is subject to
a lien or security interest which is superior to the lien of this Mortgage, this
Mortgage shall also cover all right, title and interest of each Mortgagor in and
to all deposits and the benefit of all payments now or hereafter made with
respect to such Equipment.
GRANTING CLAUSE SIX
All awards or payments, including interest thereon, which may
heretofore and hereafter be made with respect to the Real Property or any part
thereof, whether from the exercise of the right of eminent domain (including but
not limited to any transfer made in lieu of or in anticipation of the exercise
of said right), or for a change of grade or for any other injury to or decrease
in the value of the Real Property.
GRANTING CLAUSE SEVEN
All leases and subleases (including, without limitation, all
guarantees thereof) and other agreements affecting the use, enjoyment and/or
occupancy of the Real Property or any part
197070
|
Inland Western
As referenced in this Mortgage, Assignment of Leases and Rents and Security Agreement:
Inland Western Retail Real Estate Trust, – written.
WITNESSED BY: MORTGAGOR:
/s/ JoAnne Schoeller INLAND SOUTHEAST NEW BRITAIN, L.L.C.,
------------------------ a Delaware limited liability company
Name: JoAnne Schoeller
------------------
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation, its sole member
By: /s/ Valerie Medina
------------------------------------------
Its: Asst. Secretary
------------------------------------------
[SIGNATURE PAGE TO MORTGAGE, ASSIGNMENT OF LEASES AND
_____________
Inland Western Retail Real Estate Trust, – SECURITY
AGREEMENT]
- 52 -
<Page>
Loan No. 6518217
STATE OF___________________ )
) SS. _______________ January __, 2004
COUNTY OF___________________ )
Personally appeared _____________________________, ______________________
of Inland Western Retail Real Estate Trust, Inc., a Maryland corporation, the
Sole Member of Inland Southeast New Britain, L.L.C., a Delaware limited
liability company, signer and
_____________
dt 220412
;
Inland Southeast New Britain, L.L.C.;
| John Hancock Life Insurance Company;
Quarles & Brady LLP
|
| Preview
Full Doc
| 2004 |
Open-End Mortgage and Security Agreement
Open-End Mortgage and Security Agreement (105K)
Doc #235828: Click preview link for longer preview.
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INLAND WESTERN NEW BRITAIN MAIN, L.L.C.,
a Delaware limited liability company, as Borrower
to
BEAR STEARNS COMMERCIAL MORTGAGE, INC., as Lender
----------
OPEN-END MORTGAGE AND SECURITY AGREEMENT
This document serves as a Fixture Filing under the Uniform Commercial Code.
----------
Dated: As of January______,2004
Location: _____________________, Connecticut
County: ________
Borrower's Federal Tax I.D.No.: ____________
Borrower's Organizational I.D.No.: ______________
PREPARED BY AND UPON
RECORDATION RETURN TO:
KMZ Rosenman
401 South Tryon Street, Suite 2600
Charlotte, North Carolina 28202
Attention: Daniel S. Huffenus, Esq.
{Page}
THIS MORTGAGE AND SECURITY AGREEMENT (this "MORTGAGE") is made as of
this _____day of January, 2004 by INLAND WESTERN NEW BRITAIN MAIN, L.L.C., a
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523, as mortgagor ("BORROWER"), to
BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an
address at 383 Madison Avenue, New York, New York 10179, as mortgagee
("LENDER").
WITNESSETH:
WHEREAS, pursuant to that certain Loan Agreement dated as of the date
hereof by and among Borrower, Inland Park Place Limited Partnership, an Illinois
limited partnership, and Lender (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the "LOAN AGREEMENT"),
Borrower has agreed to borrow from Lender the sum of SIX MILLION FOUR HUNDRED
FIFTY THOUSAND AND NO/100 DOLLARS ($6,450,000.00)(the "LOAN") as evidenced by
that certain Promissory Note dated the date hereof made by Borrower to Lender
(such Note, together with all extensions, renewals, replacements, restatements
or modifications thereof being hereinafter referred to as the "NOTE"). The final
payment of the Note is due on or before November 1, 2033;
WHEREAS, the outstanding principal amount of the Inland Park Place
Note (as defined in the Loan Agreement) is THIRTEEN MILLION ONE HUNDRED TWENTY
SEVEN THOUSAND AND NO/100 DOLLARS ($13,127,000.00). The Inland Park Place Note
is hereinafter referred to as the "OTHER NOTE";
WHEREAS, Borrower has executed that certain Guaranty Agreement
Regarding Cross-Collateralization of even date herewith (the "GUARANTY")
pursuant to which Borrower unconditionally and irrevocably guarantees to Lender
the punctual payment of all sums now or hereafter payable pursuant to the Other
Note and the timely performance of all other obligations of the Other Borrower
under the Loan Agreement, the Other Note, and the other Loan Documents;
WHEREAS, Borrower desires to secure the payment of the Debt (as
defined hereinafter) and the performance of all of its obligations under the
Note, the Loan Agreement and the other Loan Documents;
WHEREAS, this Mortgage is that certain "Mortgage" as defined in the
Loan Agreement, and payment, fulfillment, and performance by Borrower of its
obligations thereunder and under the other Loan Documents are secured hereby,
and each and every term and provision of the Loan Agreement and the Note,
including the rights, remedies, obligations, covenants, conditions, agreements,
indemnities, representations and warranties of the parties therein, are hereby
incorporated by reference herein as though set forth in full and shall be
considered a part of this Mortgage (the Loan Agreement, the N |