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Document Preview Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing |
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Title: |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing |
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Entities: |
Inland Western Retail Real Estate Trust Inc.; Holland & Knight LLP; Quarles & Brady LLP; Inland Western Severn, L.L.C.; Robert E. Glenn; John Hancock Life Insurance Company |
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Date: |
2004 |
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Size: |
Preview shows 16KB of 220KB total |
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Price: |
$75 |
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ID: |
#250391 |
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Start of Preview |
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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
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{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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{Page}
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 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 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,
METRO SQUARE SHOPPING CENTER
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{Page}
LOAN NO. 6518303
equipment and fixtures (hereinafter collectively called the "EQUIPMENT") and the
right, title and interest of Trustor 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 of Maryland (the "UNIFORM COMMERCIAL CODE")) superior, inferior or
PARI PASSU in lien to the lien of this Deed of Trust. In connection with
Equipment which is leased to Trustor or which is subject to a lien or security
interest which is superior to the lien of this Deed of Trust, this Deed of Trust
shall also cover all right, title and interest of each Trustor 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 thereof, now or hereafter binding
upon or entered into by Trustor (including any use or occupancy arrangements
created pursuant to Section 365(h) of Title 11 of the United States Code (the
"BANKRUPTCY CODE") or otherwise in connection with the commencement or
continuance of any bankruptcy, reorganization, arrangement, insolvency,
dissolution, receivership or similar proceedings or any assignment for the
benefit of creditors in respect of any tenant or occupant of any portion of the
Real Property), together with any extension or renewal of the same (the
"LEASES") and all income, rents, issues, profits, revenues and proceeds
including, but not limited to, all oil and gas or other mineral royalties and
bonuses from the Real Property (including any payments received pursuant to
Section 502(b) of the Bankruptcy Code or otherwise in connection with the
commencement or continuance of any bankruptcy, reorganization, arrangement,
insolvency, dissolution, receivership or similar proceedings or any assignment
for the benefit of creditors in respect of any tenant or occupant of any portion
of the Real Property and all claims as a creditor in connection with any of the
foregoing) (the "RENTS") and all proceeds from the sale, cancellation, surrender
or other disposition of the Leases and the right to receive and apply the Rents
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