Exhibit 10.193
ESCROW AND LEASING AGREEMENT
THIS ESCROW AND LEASING AGREEMENT is made as of June __, 2004, by and among
MBK NORTHWEST, LLC, a Washington limited liability company ("Seller"), INLAND
WESTERN LAKEWOOD, L.L.C., a Delaware limited liability company ("Buyer"), and
CHICAGO TITLE INSURANCE COMPANY, as escrow holder ("Escrow Holder"), with
reference to the following facts (certain capitalized terms used but not defined
herein have the meanings ascribed to such terms in the Glossary attached hereto
as Exhibit "A"):SW
A. Seller and Buyer, as successor-in-interest to Inland Real Estate
Acquisitions, Inc., an Illinois corporation, are parties to that certain
Agreement for Purchase and Sale of Real Property and Escrow Instructions dated
as of May 12, 2004 (the "Purchase Agreement"), pursuant to which Buyer has
acquired concurrently with execution of this Agreement from Seller that certain
real property commonly known as the "Power Center" at Lakewood Towne Center,
located in the City of Lakewood, Xxxxxx County, Washington (the "Project").
B. The Purchase Price paid by Buyer to Seller under the Purchase
Agreement is based, in part, on all of the GLA of the Project being leased by
tenants who have commenced payments of full base rent and CAM Expenses pursuant
to their respective leases; therefore, the "Required Leasing Level," as such
term is defined in Section 2.4 of the Purchase Agreement, has not been
satisfied. The Required Leasing Level has not been met in that approximately
32,150 square feet of GLA of the Project constitutes Vacant Leased Space or
Unleased Space, as such terms are defined in Exhibit "A" attached hereto.
C. It will be necessary to incur various leasing related expenses,
including without limitation leasing commissions and costs of constructing
tenant improvements (including design and permit costs) for the Vacant Leased
Space and Unleased Space to qualify as Approved Leases, as such terms are
defined in Exhibit "A." Except as specifically set forth herein, Seller has no
obligation hereunder with respect to any space at the Project other than Vacant
Leased Space and Unleased Space.
D. As more fully set forth below, the amount to be deposited in the
Escrow Account is based on eighteen (18) months' base rent and estimated common
operating expenses (including taxes and insurance) for the Unleased Space at the
Project, as well as leasing commissions and tenant improvement costs for
possible Approved Leases for the Unleased Space at the Project.
E. Seller and Buyer also desire to deposit into the Escrow Account: (i)
base rent and estimated common operating expenses (including taxes and
insurance) for varying periods of time depending on the date the applicable
Tenant is obligated to begin paying rent, unpaid leasing commissions and tenant
improvement costs for Vacant Leased Space in the Project (that is, space which
has been leased but not yet occupied by Tenants), and (ii) the estimated amount
for the "hard" and "soft" costs of construction of the Theatre Related
Improvements. The
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amount of the base rent concession (the "LaPalma Concession") under the LaPalma
Mexican restaurant lease (the "LaPalma Lease") through the period ending January
31, 2005 is being disbursed to Buyer on the Closing Date under the Purchase
Agreement and is therefore not being deposited into the Escrow Account.
F. On the "Closing Date" under the Purchase Agreement, rather than such
amounts being paid to Buyer hereunder, Buyer shall be paid the full amount of
the LaPalma Concession and amounts otherwise payable to Buyer hereunder for the
portion of the month of June 2004 during which Buyer owns the Project for the
Unleased Space and Vacant Leased Space in the amounts set forth on Exhibit "H"
attached hereto; accordingly, the amounts deposited hereunder for base rent and
CAM Expenses shall be for amounts payable to Buyer for periods commencing on or
after July 1, 2004.
NOW, THEREFORE, in consideration of the foregoing facts, and the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. APPOINTMENT. Seller and Buyer hereby appoint Escrow Holder as escrow
holder for the Escrow Account and for the purposes set forth herein, and Escrow
Holder hereby accepts such appointment in accordance with the terms hereof.
2. ESCROW ACCOUNT.
2.1 GENERAL; INVESTMENT. Seller hereby deposits with Escrow Holder,
the aggregate sum of Three Million Two Hundred Sixty-Nine Thousand Eight Dollars
and Eighty Cents ($3,269,008.80) as security for Seller's obligations with
respect to the Vacant Leased Space and the Unleased Space in the Project, which
Escrow Holder hereby agrees to hold in the Escrow Account and to disburse and
dispose of in accordance with the terms of this Agreement. All funds in the
Escrow Account will be deposited by Escrow Holder in an interest bearing account
which permits withdrawal on not more than three (3) days' notice. Such funds may
also be invested in money market funds as directed in writing by Buyer. Interest
earned on the funds in the Escrow Account will be distributed as set forth
herein. Escrow Holder shall establish subaccounts of the Escrow Account for each
of the categories set forth in clauses (i) through (v) of Section 2.2 hereof.
Escrow Holder, upon the written instruction of Buyer, and
approval thereof in writing by Seller, shall cause the funds in the Escrow
Account to be invested in a money market account or certificates of deposit
issued by Bank of America N.A. (the "Bank"), or if no such instruction is given,
in a money market account maintained at the Bank. Escrow Holder is hereby
authorized to cash the certificates of deposit or other financial instruments
held by Escrow Holder pursuant to this Agreement in order to make disbursements
in accordance with the provisions of this Agreement. Escrow Holder is further
authorized to reinvest any portion of the Escrow Account remaining after any
such disbursement, or any portion thereof upon the maturity of any certificate
of deposit in the manner permitted herein. If Escrow Holder does not
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receive instructions with respect to reinvestment, Escrow Holder shall deposit
any funds in the Escrow Account in an interest bearing money market account at
the Bank.
2.2 AMOUNT TO BE DEPOSITED IN ESCROW ACCOUNT. The amount to be
deposited in the Escrow Account is the aggregate amount of Three Million Two
Hundred Sixty-Nine Thousand Eight Dollars and Eighty Cents ($3,269,008.80),
consisting of:
(i) Nine Hundred Fifty-Six Thousand One Hundred Eighty-Nine
Dollars and Eighteen Cents ($956,189.18), which is equal to the sum of (a)
eighteen (18) months (less the period from the Closing Date under the Purchase
Agreement to June 30, 2004, inclusive (the "June Stub Period")) of base rent for
the Unleased Space ($945,105.84) calculated at the base rents set forth in the
Leasing Guidelines set forth on Exhibit "B" attached hereto and incorporated
herein by this reference (the "Leasing Guidelines"); plus (b) base rent for the
Vacant Leased Space ($11,083.34) at the base rents and for the period of time
(less the June Stub Period) set forth on Exhibit "B-1" attached hereto and
incorporated herein by this reference; plus
(ii) One Hundred Thirty-Four Thousand Two Hundred Nineteen
Dollars and Sixty-Two Cents ($134,219.62), which is equal to (a) eighteen (18)
months (less the June Stub Period) of the pro rata share of CAM Expenses for the
Unleased Space (calculated at the rate of $3.06 psf per annum for space numbers
E4.1, E4.2 and E3.2 and at the rate of $2.56 psf per annum for other Unleased
Space) ($133,084.68); and (b) the pro rata share of CAM Expenses for the period
of time (less the June Stub Period) and at the per square foot rate set forth on
Exhibit "B-1" for the Vacant Leased Space ($1,134.94); plus
(iii) Ninety-Four Thousand Three Hundred Fifty Dollars
($94,350.00), consisting of (a) $92,250.00 for leasing commissions for the
Unleased Space, and (b) $2,100.00 for leasing commissions for the Vacant Leased
Space in the applicable respective amounts set forth on Exhibits "B" and "B-1"
attached hereto; plus
(iv) One Million Eighty-Four Thousand Two Hundred Fifty
Dollars ($1,084,250.00) for tenant improvement allowances and miscellaneous
leasing costs which is based on: (a) One Million Thirty-Three Thousand Two
Hundred Fifty Dollars ($1,033,250.00) for Unleased Space, and (b) Fifty-One
Thousand Dollars ($51,000.00) for Vacant Leased Space, calculated with respect
to clause (a) at the rates set forth on Schedule 1 to Exhibit "B" attached
hereto and with respect to clause (b) at the rates set forth on Exhibit "B-1"
attached hereto.
(v) One Million Dollars ($1,000,000.00) for the estimated
"hard" and "soft" construction costs of the Theatre Related Improvements.
As of the date of this Agreement, the GLA of the Vacant Leased
Space is set forth on Exhibit "B-1" hereto and the GLA of the Unleased Space is
set forth on Schedule 1 to Exhibit "B" attached hereto. The LaPalma Concession
is being paid to Buyer on the Closing Date and is therefore NOT being deposited
into the Escrow Account.
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3. DISBURSEMENTS FROM ESCROW ACCOUNT. Amounts held in the Escrow Account
shall be disbursed as follows:
3.1 DISBURSEMENTS TO BUYER. To Buyer, for the period commencing July
1, 2004, and monthly thereafter until the end of the Subsequent Leasing Period,
or such earlier date as Tenants have commenced payment of full base rent and
additional rent under Approved Leases with respect to all of the Vacant Leased
Space and Unleased Space, an amount equal to: (x) the monthly base rent and CAM
Expenses for the current calendar month allocable for the Vacant Leased Space
and Unleased Space for which rent payments had not commenced as of the first day
of the current calendar month under Approved Leases, LESS (y) the pro rata
amount of the monthly base rent and CAM Expenses under Approved Leases for
Vacant Leased Space and Unleased Space for which the tenant was obligated to be
open for business and for which rent payments had commenced on or after the
second day of the prior calendar month. The deduction in the immediately
preceding clause (y) shall not apply to the first disbursement under this
Section 3.1 and the amount of the deduction under such clause (y) applicable to
the month after the last disbursement to Buyer under this Section 3.1 shall be
paid directly by Buyer to Seller. The amount to be disbursed to Buyer shall be
set forth in a Buyer's Disbursement Request in the form of Exhibit "C" attached
hereto signed by Seller and Buyer, delivered to Escrow Holder, and the amount to
be disbursed to Buyer shall be calculated based on the base rents and CAM
Expenses referenced in Section 2.2 hereof. Such amount shall be disbursed to
Buyer one (1) time per month within five (5) business days after Escrow Holder's
receipt of Buyer's Disbursement Request which Buyer's Disbursement Request shall
be approved by Seller (as evidenced by Seller signing thereon and which approval
shall not be unreasonably withheld or delayed) before the disbursement is made.
3.2 PAYMENT OF LEASING RELATED COSTS. Amounts in the Escrow Account
shall be disbursed for tenant improvements and related costs, miscellaneous
leasing costs and leasing commissions under Approved Leases subject to and in
accordance with the provisions of this Section 3.2.
3.2.1 TENANT IMPROVEMENTS. The amounts in the Escrow Account
allocated for tenant improvements and miscellaneous leasing costs (as set forth
in clause (iv) of Section 2.2 hereof), shall be disbursed by Escrow Holder to
pay the costs thereof to contractors and vendors providing labor or material, or
in the event Seller has paid such costs itself, to reimburse Seller provided
Seller submits to Buyer and Escrow Holder reasonable evidence of Seller's
payment of such amounts, after the following conditions have been satisfied:
3.2.1.1 The portion of the tenant improvements for which
disbursement is requested must have been constructed substantially in
conformance with the plans and specifications therefor approved by Buyer, which
approval shall not be unreasonably withheld.
3.2.1.2 Interim disbursements for tenant improvements
will be in the amount of ninety percent (90%) of labor and one hundred percent
(100%) of materials furnished to be computed at the maximum following rates: (i)
the applicable rates set
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forth on Exhibit "B-1" for Vacant Leased Space, and (ii) the amounts set forth
on Schedule 1 to Exhibit "B" for Unleased Space, in each case less miscellaneous
leasing costs theretofore disbursed from the Escrow Account with respect to the
Approved Lease for which disbursement is sought. The tenant improvement
allowances shall be used for the hard and soft costs of constructing tenant
improvements and related costs, including without limitation design fees, cost
of plans and specifications, permit fees and construction costs, as well as
miscellaneous leasing costs, including without limitation attorneys' fees, but
shall exclude leasing commissions, broker's or finder's fees. Interim
disbursements for tenant improvements will be made not more often than one (1)
time per month. Notwithstanding anything to the contrary set forth herein, if
the Tenant under an Approved Lease is doing all or any part of the leasehold
improvements in its respective premises and the Approved Lease provides that the
landlord is to provide a tenant improvement allowance to such Tenant, the amount
of tenant improvement allowance deposited hereunder shall be disbursed in
accordance with the terms of the Approved Lease and to the extent Seller has
paid such tenant improvement allowance, such amount shall be payable to Seller
provided that Seller provides Buyer and Escrow Holder with reasonable evidence
of Seller's payment of such tenant improvement allowance. Each request for
disbursement shall be on an Application and Certification for Payment of Tenant
Improvements, containing a certification by Seller that all tenant improvement
work for which payment is requested has been satisfactorily completed and upon
payment of the amounts set forth in the application will be paid in full and
shall be accompanied by lien waivers executed by all the parties who performed
work or supplied materials and who are to be paid by such disbursement. Such
Application and Certification shall be in the form attached hereto as Exhibit
"D" and shall also be approved by Buyer (as evidenced by Buyer signing thereon
before the disbursement is made), which approval shall not be unreasonably
withheld or delayed.
3.2.1.3 As a condition to disbursement of any interim
amounts for tenant improvements, the Title Insurer shall issue an endorsement to
Buyer's title insurance policy insuring that there are no unbonded mechanics' or
materialmen's liens relating to the work for which the disbursement is sought.
3.2.1.4 The final disbursement for tenant improvements
for each Tenant shall be the balance of the amount held back for the respective
tenant space as set forth on Exhibits "B" and "B-1" hereto, subject to Seller
delivering to Buyer an estoppel certificate from the Tenant confirming that all
Landlord work required by the Approved Lease has been completed and a final,
unconditional certificate of occupancy (or its equivalent, such as a "final"
Inspection Record issued by the City of Lakewood) for each space that is the
subject of the disbursement and final lien waivers signed by the general
contractor and all subcontractors performing work or providing materials for
improvements for such tenant improvements. Seller shall not be responsible for
any tenant improvement costs for Approved Leases executed during the Subsequent
Leasing Period in excess of amounts deposited hereunder.
3.2.2 MISCELLANEOUS LEASING COSTS. Miscellaneous leasing costs
shall be disbursed to Seller up to one (1) time per month within five (5)
business days after Escrow Holder's receipt of an Application and Certificate
therefor signed by Seller and approved
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by Buyer, except as otherwise provided in Section 3.6 hereof, which amounts
shall be subject to the maximum amounts therefor set forth in clause (iv) of
Section 2.2.
3.2.3 LEASING COMMISSIONS. There shall be disbursed to the
procuring real estate broker a leasing commission for each Approved Lease of
Vacant Leased Space or Unleased Space upon Escrow Holder's receipt of notice
signed by Seller and approved by Buyer that such commissions have been earned
and are payable pursuant to the terms of the applicable commission agreement
with respect to the applicable Approved Lease. Such notice shall be in the form
of Exhibit "E" attached hereto and shall be executed by Seller and approved by
Buyer except as otherwise provided in Section 3.6 hereof. The amount of leasing
commissions to be disbursed under this Section for Unleased Space and Vacant
Leased Space, respectively, shall be as set forth on Exhibits "B" and "B-1,"
attached hereto.
3.2.4 THEATRE RELATED IMPROVEMENTS. The amounts in the Escrow
Account allocated for Theatre Related Improvements (as set forth in clause (v)
of Section 2.2 hereof), shall be disbursed by Escrow Holder to pay the costs
thereof to contractors and vendors providing labor or material, or in the event
Seller has paid such costs itself, to reimburse Seller provided Seller submits
to Buyer and Escrow Holder reasonable evidence of Seller's payment of such
amounts, after the following conditions have been satisfied:
3.2.4.1 The portion of the Theatre Related Improvements
for which disbursement is requested must have been constructed substantially in
conformance with the plans and specifications therefor approved by the theatre
tenant.
3.2.4.2 Interim disbursements will be in the amount of
ninety percent (90%) of labor and one hundred percent (100%) of materials
furnished. The amount allocated in clause (v) of Section 2.2 hereof shall be
used for the hard and soft costs of constructing the Theatre Related
Improvements and related costs, including without limitation design fees, cost
of plans and specifications, permit fees and construction costs, but shall
exclude leasing commissions, broker's or finder's fees. Interim disbursements
will be made not more often than one (1) time per month. Each request for
disbursement shall be on an Application and Certification for Payment of Tenant
Improvements, containing a certification by Seller that all work for which
payment is requested has been satisfactorily completed and upon payment of the
amounts set forth in the application will be paid in full and shall be
accompanied by lien waivers executed by all the parties who performed work or
supplied materials and who are to be paid by such disbursement. Such Application
and Certification shall be in the form attached hereto as Exhibit "D" and shall
also be approved by Buyer (as evidenced by Buyer signing thereon before the
disbursement is made), which approval shall not be unreasonably withheld or
delayed.
3.2.4.3 As a condition to disbursement of any interim
amounts for Theatre Related Improvements, the Title Insurer shall issue an
endorsement to Buyer's title insurance policy insuring that there are no
unbonded mechanics' or materialmen's liens relating to the work for which the
disbursement is sought.
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3.2.4.4 The final disbursement for Theatre Related
Improvements shall be the balance of the amount held back under clause (v) of
Section 2.2 hereof, subject to Seller delivering to Buyer: (i) a certificate
from the Projects' architect confirming that all Theatre Related Improvements
have been completed, (ii) written confirmation from the Theatre Tenant that the
Theatre Related Improvements have been completed to the Theatre Tenant's
satisfaction, (iii) a final, unconditional certificate of occupancy (or its
equivalent, such as a "final" Inspection Record issued by the City of Lakewood),
and (iv) final lien waivers signed by the general contractor and all
subcontractors performing work or providing materials for improvements for such
tenant improvements. Seller, at Seller's expense, shall be responsible for any
costs for the Theatre Related Improvements in excess of the amounts deposited
hereunder.
3.3 DISBURSEMENTS TO SELLER AND DEFAULT DEPOSITS.
3.3.1 DISBURSEMENTS TO SELLER. Upon the date the Tenant under
an Approved Lease for space for which funds have been escrowed hereunder
pursuant to clauses (i) or (ii) of Section 2.2, is obligated to be open for
business and has paid the first month's installment of base rent and estimated
additional rent under the Lease, there shall be released to Seller an amount
equal to the aggregate of: (i) the base rent, and (ii) CAM Expenses, payable by
such Tenant under the applicable Approved Lease through and including the
applicable date set forth on Exhibit "B-1" with respect to Tenants of Vacant
Leased Space and, with respect to Unleased Space, through and including the end
of the Subsequent Leasing Period (December 31, 2005) subject to a maximum
disbursement equal to the remaining amount of base rent and CAM Expenses
deposited in the Escrow Account for the subject premises pursuant to clauses (i)
and (ii) of Section 2.2 hereof and remaining in the Escrow Account after prior
disbursement to Buyer with respect to such space. Each disbursement under this
Section 3.3 shall be made to Seller within five (5) business days after Escrow
Holder receives from Seller a Seller's Disbursement Request in the form of
Exhibit "F" attached hereto (and approved in writing by Buyer) whereby Seller
certifies to Buyer and Escrow Holder that such conditions have been satisfied
and Seller is entitled to the amount requested.
3.3.2 INTEREST. Escrow Holder shall disburse to Seller
automatically on a monthly basis all interest earned on the Escrow Account.
Seller's Taxpayer Identification Number is: 00-0000000.
3.4 FINAL DISBURSEMENTS.
3.4.1 TO SELLER. At the end of the Subsequent Leasing Period or
such earlier date as all of the conditions in this Section 3.4.1 have been
satisfied, if: (i) the Required Leasing Level has been achieved in its entirety
and Tenants of all of the Vacant Leased Space and all of the Unleased Space are
in occupancy and paying rent, (ii) all leasing commissions contemplated by
Section 2.2 (iii) have been paid, and (iii) all tenant improvements and costs
contemplated by Sections 2.2 (iv) and (v) have been paid, then any and all
funds, including interest earned thereon, remaining in the Escrow Account shall
be released to Seller upon notice from Seller and Buyer that such conditions
have been satisfied. If such conditions
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have not been satisfied, then any remaining funds in the Escrow Account at the
end of the Subsequent Leasing Period shall be disbursed as follows:
3.4.1.1 With respect to any Approved Leases for Vacant
Leased Space or Unleased Space which have been executed by Tenants prior to the
end of the Subsequent Leasing Period, but where the Tenant is not yet in
occupancy and paying rent, there shall be retained in the Escrow Account the
amounts allocable to such space pursuant to Section 2.2 hereof. At such time as
the conditions for disbursement of such amounts set forth in Sections 3.2 and
3.3 hereof have been satisfied, such amounts shall be disbursed pursuant to the
provisions of such Sections and, to the extent funds are reserved therefor,
Buyer shall continue to be entitled to monthly disbursements in accordance with
Section 3.1 with respect to such space. If such conditions have not been
satisfied by the end of the Subsequent Leasing Period, then Seller shall not
thereafter be entitled to any further disbursements with respect to any Approved
Lease for which the conditions have not been satisfied and Seller shall have no
further obligations with respect thereto.
3.4.1.2 Any additional amounts remaining in the Escrow
Account, after the amounts have been reserved as provided in Section 3.4.1.1
hereof, shall be disbursed to Buyer within five (5) business days after Buyer's
written request therefor.
3.5 QUARTERLY REPORTS. Buyer shall provide to Seller and Escrow
Holder detailed written quarterly reports no later than the 20th day after the
end of each calendar quarter for the period ending on the last day of the prior
calendar quarter for disbursements made the prior calendar quarter and the
balance remaining in the Escrow Account by each of the categories listed in
Section 2.2. Escrow Holder shall cooperate with Buyer in connection with such
report.
3.6 TIMING OF DISBURSEMENTS. As set forth above, disbursement
requests are to be signed by Seller and Buyer and facsimile copies may be
delivered to Escrow Holder. Concurrently with delivery of each disbursement
request to Escrow Holder, Seller and Buyer shall deliver to the other a copy of
such disbursement request to the other party. In addition, within one (1)
business day after receipt of a disbursement request signed by Seller or Buyer,
Escrow Holder shall deliver by facsimile to the non-requesting party a copy of
the disbursement request. If Escrow Holder does not receive an objection to the
disbursement signed by Seller or Buyer within five (5) business days after the
date the party to whom the disbursement is to be made delivers to Escrow Holder
and the other party a signed disbursement request, then Escrow Holder is hereby
authorized to make the requested disbursement.
3.7 PARTIAL DISBURSEMENTS. If Seller and Buyer do not agree on the
amount to be disbursed to Seller or Buyer hereunder, Escrow Holder shall
disburse only the undisputed amount as agreed to by Seller and Buyer and the
disputed portion shall continue to be held by Escrow Holder until Escrow Holder
receives joint written disbursement instructions from Seller and Buyer regarding
disbursement of the disputed portion.
4. TERMINATION. This Agreement and the Escrow provided for herein shall
terminate upon the earlier of: (i) the date on which no funds remain in the
Escrow Account; or (ii) twenty-
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four (24) months after the funds are initially deposited in the Escrow Account
pursuant to Section 2.1 above. Upon such termination, all funds remaining in the
Escrow Account shall be paid to Buyer.
5. EXPENSES. Seller and Buyer shall each pay fifty percent (50%) of all
charges of Escrow Holder and such other costs as may be incurred by Escrow
Holder (including without limitation title insurance endorsements required under
Section 3.2.1.3 hereof) in connection with the administration of this Agreement
within thirty (30) days after demand therefor from Escrow Holder.
6. DISCLAIMER. Escrow Holder specifically and irrevocably waives and
disclaims any and all right Escrow Holder now has or may have in the future have
to offset any of the amounts due from Buyer or Seller to Escrow Holder against
the funds in the Escrow Account and Escrow Holder further agrees not to pay or
attempt to pay to itself any funds in the Escrow Account to satisfy any claims
Escrow Holder may have against Seller or Buyer.
7. NOTICES. Any notice, demand, request, covenant, approval or other
communication to be given by any party to the other(s) shall be given by
personal service, express mail, Federal Express, DHL or any other similar form
of nationally recognized airborne/overnight delivery service, or mailing in the
United States mail (certified mail, return receipt requested), or by facsimile
(including all disbursement requests), addressed to the parties at their
respective addresses as follows:
If to Buyer:
c/o Inland Real Estate Acquisitions, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: Xx. Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
The Inland Real Estate Group, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxx, Esq.
Telephone: (000) 000-0000 Ext. 2854
Facsimile: (000) 000-0000
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If to Seller:
c/o MBK Northwest, LLC
0000 X.X. Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Escrow Holder:
Chicago Title Insurance Company
000 X. Xxxxx
Xxxxxxx, XX 00000
Attention: Xx. Xxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any such notice shall be deemed to have been given (i) upon delivery, if
personally delivered or delivered by any nationally recognized form of
airborne/overnight delivery service, or (ii) upon receipt or upon the expiration
of three (3) business days, whichever is earlier, if mailed, or (iii) upon
confirmation of receipt if by facsimile. Either party may change the address at
which it desires to receive notice upon giving written notice of such request to
the other parties.
8. LEASING ACTIVITIES. In consideration of Seller depositing the amounts
required hereunder in the Escrow Account, Buyer hereby agrees that during the
Subsequent Leasing Period, Seller shall be responsible for coordinating all
leasing activities at the Project for the Vacant Leased Space and the Unleased
Space. Seller and Buyer each agree to comply with the laws of the State of
Washington in connection with their respective leasing activities. As leasing
coordinator, Seller shall work with Buyer's broker to coordinate negotiations
with prospective tenants and supervise completion of construction of tenant
improvements under the Approved Leases for the Vacant Leased Space and the
Unleased Space. Seller and Buyer acknowledge that the rentals and other terms
set forth in the Leasing Guidelines are general and that the negotiated terms
for each Lease may provide for differing rents and terms than those set forth in
the Leasing Guidelines, with some Leases having greater rents and some Leases
having lower rents. Buyer shall have the right to reasonably approve: (i) all
Leases executed after the date hereof; provided however, Buyer has no right to
disapprove lease terms equal to or more favorable to the landlord than the terms
set forth in the Leasing Guidelines; and (ii) all prospective Tenants under
proposed Leases, based upon all available information, including, without
limitation, the financial strength, credit history, and proposed use by such
prospective Tenant. Buyer agrees to approve or disapprove any Lease submitted to
Buyer for approval within seven (7) business days after Buyer's receipt thereof
and Buyer shall advise Seller of specific reasons for any such disapprovals.
Seller shall submit all letters of intent to lease to Buyer for execution and
Seller shall periodically advise Buyer of the status of lease negotiations
during the Subsequent Leasing
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Period, including sending drafts of leases to Buyer. During the Subsequent
Leasing Period, Leases shall be prepared and negotiated through legal counsel
recommended by Seller and reasonably approved by Buyer, which counsel may be
Seller's counsel, using the Project's standard form lease or, subject to Buyer's
written approval, a tenant form lease. Seller's financial responsibility for
leasing is limited to the amounts deposited hereunder; provided however, Seller
shall be responsible for all costs related to the Theatre Related Improvements,
even if such costs exceed the amount therefor deposited hereunder.
9. MISCELLANEOUS.
9.1 TIME OF ESSENCE. Time is of the essence of this Agreement and
each and every term and provision hereof.
9.2 MODIFICATION. A modification of any provision herein contained,
or any other amendment to this Agreement, shall be effective only if the
modification or amendment is in writing and signed by both Seller and Buyer. No
waiver by any party hereto of any breach or default shall be considered to be a
waiver of any other breach or default. The waiver of any condition shall not
constitute a waiver of any breach or default with respect to any covenant,
representation or warranty.
9.3 SUCCESSORS AND ASSIGNS; SURVIVAL. This Agreement shall inure to
the benefit of, and be binding upon, the parties hereto and their respective
heirs, successors and assigns.
9.4 GOVERNING LAW. This Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with, the laws of the State of
Washington applicable to agreements made and to be performed wholly within the
State of Washington.
9.5 NON-WAIVER OF RIGHTS. No failure or delay of either party in the
exercise of any right given to such party hereunder shall constitute a waiver
thereof unless the time specified herein for exercise of such right has expired,
nor shall any single or partial exercise of any right preclude other or further
exercise thereof or of any other right.
9.6 DAYS. The term "days," as used herein, shall mean actual days
occurring, including Saturdays, Sundays and holidays. The term "business days"
shall mean days other than Saturdays, Sundays and holidays. If any item must be
accomplished or delivered hereunder on a day that is not a business day, it
shall be deemed to have been timely accomplished or delivered if accomplished or
delivered on the next following business day.
9.7 ASSIGNMENT. This Escrow Agreement may not be assigned by Seller
or Escrow Holder without the prior written consent of Buyer, which Buyer may
grant or withhold in Buyer's sole discretion. Upon any permitted assignment,
this Agreement will inure to the benefit of and bind the successors and assigns
and the parties hereto. Buyer may assign Buyer's interest under this Escrow
Agreement to a lender or to a purchaser of Buyer's interest in the Project
-11-
without Seller's consent and otherwise with Seller's prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed.
9.8 ATTORNEYS' AND OTHER FEES. Should either party institute any
action or proceeding to enforce or interpret this Agreement or any provision
hereof, for damages by reason of any alleged breach of this Agreement or of any
provision hereof, or for a declaration of rights hereunder, the prevailing party
in any such action or proceeding shall be entitled to receive from the other
party all costs and expenses, including reasonable attorneys' and other fees,
incurred by the prevailing party in connection with such action or proceeding.
The term "attorneys' and other fees" shall mean and include attorneys' fees,
accountants' fees, and any and all other similar fees incurred in connection
with the action or proceeding and preparations therefor. The term "action or
proceeding" shall mean and include actions, proceedings, suits, arbitrations,
appeals and other similar proceedings.
9.9 NO THIRD PARTY BENEFICIARIES. Notwithstanding anything to the
contrary herein, nothing in this Agreement shall be deemed to create, either
expressly or by implication, any liens or claims or rights on behalf of
laborers, materialmen, mechanics or other lienholders which could be construed
as creating any third party rights of any kind or nature to the undisbursed
portion of the Escrow Account.
9.10 COUNTERPARTS; AUTHORITY. This Agreement, and each disbursement
request contemplated hereunder, may be executed in counterparts, each of which
shall be an original but all of which shall constitute one and the same
instrument. Buyer hereby appoints Xxx Xxxxxxx as Buyer's agent under this
Agreement, including execution of any modifications to, or consents or approvals
under, this Agreement and disbursement requests. Seller hereby appoints Xxxxx
Xxxxx and Xxxxx Xxxxx, either one of them acting alone, as Seller's agent under
this Agreement, including execution of any modifications to, or consents or
approvals under, this Agreement and disbursement requests.
IN WITNESS WHEREOF, the undersigned have executed this Escrow and Leasing
Agreement as of the date first above written.
"Buyer"
INLAND WESTERN LAKEWOOD, L.L.C.,
a Delaware limited liability company
By: INLAND WESTERN RETAIL REAL
ESTATE TRUST, a Maryland corporation,
its Sole Member
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Printed Name: Xxxxxxx Xxxxxx
---------------------------
Title: Asst. Secretary
-----------------------------------
[Signatures continued on next page]
-12-
"Seller"
MBK NORTHWEST, LLC, a Washington limited
liability company
By:
-----------------------------------------
Xxxxx X. Xxxxx
President
The undersigned, as Escrow Holder, hereby acknowledges receipt of the
foregoing Escrow and Leasing Agreement, agrees to maintain the Escrow Account
referenced therein, and agrees to carry out the provisions of such Agreement and
dispose of all funds in the Escrow Account in accordance with the terms of the
foregoing Agreement.
June _________, 2004 CHICAGO TITLE INSURANCE COMPANY,
a _______________ corporation
By:
-----------------------------------------
Xxxxx Xxxxxx
Asst. Vice President and Sr. Escrow
Officer
EXHIBITS:
Exhibit "A" -Glossary
Exhibit "B" -Leasing Guidelines
Exhibit "B-1" -Deposits for Vacant Leased Space
Exhibit "B-2" -Summary of all Lease Deposits
Exhibit "C" -Buyer's Disbursement Request (Section 3.1)
Exhibit "D" -Application and Certification for Payment of Tenant Allowances
Exhibit "E" -Notice to Escrow Holder re: Payment of Leasing Commissions
Exhibit "F" -Seller's Disbursement Request
Exhibit "G" -Site Plan
Exhibit "H" Buyer's Closing Date Disbursements
-13-
EXHIBIT "A"
GLOSSARY
"Anchor Tenants" means any tenant under a lease executed after the date
hereof for 7,500 square feet of GLA or more.
"Approved Lease" means each Lease executed on or prior to the date hereof
and assigned to Buyer in connection with Buyer's acquisition of the Project, and
each Lease for Vacant Space which is approved by Buyer, as conclusively
evidenced by Buyer's execution thereof.
"CAM Expenses" means common operating costs and expenses, including without
limitation insurance, real estate taxes, certain capital items customarily
payable by shopping center tenants (such as parking lot repaving), and an
administrative fee, payable by Tenants under Leases.
"Escrow Account" means that certain account(s) maintained in the name of
Escrow Holder at Bank of America, N.A as contemplated by Section 2.1 of this
Agreement.
"Other Tenants" means lessees of space within the Project other than Anchor
Tenants.
"GLA" means the gross leasable area of the space being measured as measured
from the outside of exterior walls or the center of any common walls, as the
case may be, without deduction for columns or other structural elements within
the space being measured.
"Lease" means each of the leases for space within the Project.
"Leasing Guidelines" means the leasing parameters set forth on EXHIBIT "B"
attached hereto.
"Purchase Agreement" is defined in Recital A.
"Purchase Price" is defined in the Purchase Agreement.
"Subsequent Leasing Period" means the period commencing on the Closing Date
and ending on the last day of the eighteenth (18th) full calendar month after
the Closing Date.
"Tenant" means each lessee of a portion of the Project.
"Theatre Related Improvements" means the remodeling of the Xxxx'x Cineplex
Odeon premises front exterior facade and demolition of the adjoining food court
space and construction of an exterior paved parking area in lieu thereof
pursuant to plans and specifications to be prepared by Seller and approved by
the Theatre Tenant.
A-1
"Title Insurer" shall mean Transnation Title Insurance Company, Lakewood,
Washington.
"Unleased Space" means space within the Project intended to be leased to
Tenants as shown on the Site Plan, but which is not leased or occupied as of the
date hereof.
"Vacant Leased Space" means the aggregate of approximately 1,400 square
feet of GLA in the Project leased to Tenants but which is not yet occupied as of
the date hereof by such Tenants. In addition, the premises leased by Mother's
Work Inc. is included as "Vacant Leased Space" in order that the tenant
improvement allowance for such premises can be deposited and disbursed
hereunder, even though such tenant is open for business and has commenced paying
base rent and additional rent.
A-2
EXHIBIT "B"
LEASING GUIDELINES
(Unleased Space)
A. ANCHOR TENANTS
The following Leasing Guidelines shall apply with respect to Anchor
Tenants:
1. TERM. The maximum term shall be twenty (20) years, excluding option
terms, and the minimum Term shall be ten (10) years for Anchor Tenants leasing
in excess of ten thousand (10,000) square feet of GLA and five (5) years for
other Anchor Tenants, subject in each case to not more than two (2) options to
extend of up to five (5) years each.
2. BASE RENT. See Schedule 1 attached hereto. Such projected rents shall
apply for the first five years of the Lease Term. For any leases having a term
in excess of five (5) years, there shall be an increase in base rent effective
at the beginning of the sixth, eleventh and sixteenth Lease Years, if
applicable, of not less than either the CPI increase or 10% over the base rent
payable at the beginning of the previous five (5) year period.
3. OPERATING EXPENSES. Tenants shall be responsible for their
proportionate share of CAM Expenses.
4. TENANT IMPROVEMENT ALLOWANCES. Tenant improvement allowances and
miscellaneous leasing costs in the amount set forth on Schedule "1" attached
hereto. In the event the cost of tenant improvements and miscellaneous leasing
costs to be paid by the Landlord exceed such amount, then Seller shall pay such
excess costs. Seller may pay such cost by reducing the disbursement to which
Seller would otherwise be entitled under the Escrow and Leasing Agreement.
5. SECURITY DEPOSIT. Equal to one (1) month's installment of base rent
and CAM Expenses. Security Deposits may be waived for "national" or "regional"
tenants (which are tenants having ten (10) or more stores) with credit histories
reasonably approved by Buyer or as otherwise reasonably approved by Buyer.
B. OTHER TENANTS
The following Leasing Guidelines shall apply with respect to Other Tenants:
1. TERM. The maximum term shall be fifteen (15) years (including all
option terms) and the minimum term shall be five (5) years.
2. PROJECTED BASE RENT. As set forth on Schedule 1 attached hereto. Such
projected rents shall apply for the first five years of the Lease Term. For any
leases having a term in excess
B-1
of five (5) years, there shall be an increase in base rent effective at the
beginning of the sixth (6th) Lease Year of not less than 10% over the base rent
payable during the first year of the term.
3. OPERATING EXPENSES. Tenants shall be responsible for their
proportionate share of CAM Expenses.
4. TENANT IMPROVEMENT ALLOWANCES AND MISCELLANEOUS LEASING COSTS. Tenant
improvement allowances and miscellaneous leasing costs in the amounts set forth
on Schedule "1" attached hereto. In the event the cost of tenant improvements
and miscellaneous leasing costs to be paid by the Landlord exceed this amount,
then Seller shall pay such excess costs.
5. SECURITY DEPOSIT. Equal to one (1) month's installment of base rent
and CAM Expenses. Security Deposits may be waived for "national" or "regional"
tenants (which are tenants having ten (10) or more stores) with credit histories
reasonably approved by Buyer.
B-2
SCHEDULE 1
to
EXHIBIT "B"
(Unleased Space)
Suite No. Square Annual T.I. $ Misc./ Leasing
(Prospective Tenant) Footage Base Rent/SF* SF Commissions*
-------------------- --------------- --------------- --------------- ---------------
1. E4.1 8,400 $ 18.00 $ 15.00 $ 25,200.00
2. E4.2 8,400 $ 18.00 $ 15.00 $ 25,200.00
3. E3.1(a) 2,450 $ 27.00 $ 15.00 $ 7,350.00
4. E3.1(b) 2,100 $ 22.00 $ 15.00 $ 6,300.00
5. E3.1(c) 1,400 $ 22.00 $ 15.00 $ 4,200.00
6. E3.1(d) 1,400 $ 22.00 $ 15.00 $ 4,200.00
7. E3.1(e) 1,400 $ 22.00 $ 15.00 $ 4,200.00
8. E3.2/Panera Bread 5,200 $ 25.00 $ 125.00 $ 15,600.00
Total GLA of Unleased Space: 30,750
SCHEDULE 1 TO EXHIBIT "B"
TO
ESCROW AND LEASING AGREEMENT
EXHIBIT "B-1"
DEPOSITS FOR VACANT LEASED SPACE*
Outside T.I. Unpaid
Suite/ Rent Base Rent CAM Allowance/ Leasing
Tenant Comm. Date Deposit Deposit Miscellaneous Commission
--------------------- ---------- ------------- ------------ ------------- ---------------
1. EB Games/ 10/1/04 $ 11,666.67 $ 1,194.67 $ 21,000.00 $ 2,100.00
E3.1(f)
2. Mother's Work** N/A 0 0 $ 30,000.00 0
---------- ------------- ------------ ------------ --------------
Total: $ 11,666.67 $ 1,194.67 $ 51,000.00 $ 2,100.00
GLA of Vacant Leased Space: 1,400
DEPOSITS FOR UNLEASED SPACE
T.I. Unpaid
Suite/ Base Rent CAM*** Allowance/ Leasing
Tenant Deposit Deposit Miscellaneous Commission
-------------------- --------------- --------------- --------------- ---------------
1. E4.1 $ 226,800.00 $ 38,556.00 $ 126,000.00 $ 25,200.00
2. E4.2 $ 226,800.00 $ 38,556.00 $ 126,000.00 $ 25,200.00
3. E3.1(a) $ 99,225.00 $ 9,408.00 $ 36,750.00 $ 7,350.00
4. E3.1(b) $ 69,300.00 $ 8,064.00 $ 31,500.00 $ 6,300,00
5. E3.1(c) $ 46,200.00 $ 5,376.00 $ 21,000.00 $ 4,200.00
6. E3.1(d) $ 46,200.00 $ 5,376.00 $ 21,000.00 $ 4,200,00
7. E3.1(e) $ 46,200.00 $ 5,376.00 $ 21,000.00 $ 4,200.00
8. Panera Bread/E3.2 $ 195,000.00 $ 23,868.00 $ 650.000.00 $ 15,600.00
--------------- --------------- --------------- ---------------
Total: $ 955,725.00 $ 134,580.00 $ 1,033,250.00 $ 92,250.00
OTHER DEPOSITS
1. Deposits for Theatre Related Improvements: $1,000,000.00.
2. LaPalma Concession: $30,720.00 (Disbursed to Buyer on Closing Date.)
----------
* Includes June 2004 amounts paid to Buyer outside of escrow.
** Tenant is open for business and has commenced paying base rent and
additional rent.
*** Actual amount payable.
B-1
EXHIBIT H
BUYER'S CLOSING DATE DISBURSEMENTS
(June 25 - June 30, 2004)
VACANT LEASED SPACE
Suite/
Tenant Base Rent CAMS Total
------------------------- --------------- --------------- ---------------
1. EB Games/E3.1(f) $ 583.33 $ 59.74 $ 643.07
UNLEASED SPACE
Suite/
Tenant Base Rent CAMS
------------------------- --------------- ---------------
1. E4.1 $ 2,520.00 $ 428.40 $ 2,948.40
2. E4.2 $ 2,520.00 $ 428.40 $ 2,948.40
3. E3.1(a) $ 1,102.50 $ 104.53 $ 1,207.03
4. E3.1(b) $ 770.00 $ 89.60 $ 859.60
5. E3.1(c) $ 513.33 $ 59.73 $ 573.06
6. E3.1(d) $ 513.33 $ 59.73 $ 573.06
7. E3.1(e) $ 513.33 $ 59.73 $ 573.06
8. Panera Bread/E3.2 $ 2,166.67 $ 265.20 $ 2,431.87
--------------- --------------- ---------------
$ 10,619.16 $ 1,495.32 $ 12,114.48
LaPalma Concession: $ 30,720.00
---------------
Total: $ 43,477.55
X-0
XXXXXXX "X-0"
SUMMARY OF ALL DEPOSITS*
Escrow Summary
CAM Tax/
Insurance Leasing
Base Rent Expense TI & MISC. Commissions Total
--------------- --------------- --------------- --------------- ---------------
Unleased Space $ 945,105.84 $ 133,084.68 $ 1,033,250.00 $ 92,250.00 $ 2,203,690.52
Vacant Leased Space $ 11,083.34 $ 1,134.94 $ 51,000.00 $ 2,100.00 $ 65,318.28
---------------------------------------------------------------------------------------
SUBTOTAL $ 956,189.18 $ 134,219.62 $ 1,084,250.00 $ 94,350.00 $ 2,269,008.80
---------------------------------------------------------------------------------------
Theatre Related Improvements..................................................................... $ 1,000,000.00
TOTAL............................................................................................ $ 3,269,008.80
===============
----------
* Does not include amounts set forth on Exhibit "H."
B-2
EXHIBIT "C"
BUYER'S DISBURSEMENT REQUEST
By Telecopy (000) 000-0000 _________, 200__
Chicago Title Insurance Company
000 X. Xxxxx
Xxxxxxx, XX 00000
Attn: Xx. Xxxxx Xxxxxx
Asst. V. P. & Sr. Escrow Officer
Re: Agreement dated 6/__ /04 among
MBK Northwest, LLC __________
Your Escrow Account No.____________
Ladies and Gentlemen:
This Buyer's Disbursement Request is being delivered to you by the
undersigned pursuant to Section 3.1 of the
Escrow and Leasing Agreement
referenced above for the month of ___________________, 200_. Upon your receipt
of this Request, please disburse the following amounts to the undersigned:
1. VACANT LEASED SPACE
_______ GLA x $_______ monthly Base Rent = $________
_______ GLA x $_______ monthly Base Rent = $________
_______ GLA x $_______ ($_____ annual) CAMS = $________
$_________
2. UNLEASED SPACE
_______ GLA x $_______ monthly Base Rent = $________
_______ GLA x $_______ monthly Base Rent = $________
$_________
_______ GLA x $_______ ($_____ annual) CAMS = $________
$_________
C-1
Such amount is to be disbursed to Buyer by wire-transfer to the account of
Buyer at _______ Bank, ABA Routing No. __________, Account No. _________,
Attn: _________.
The undersigned hereby certifies that the undersigned is entitled to
disbursement of the foregoing amounts pursuant to Section 3.1 of the
above-referenced
Escrow and Leasing Agreement.
Dated: _______, 200_ "Buyer"
INLAND WESTERN LAKEWOOD, L.L.C.,
a Delaware limited liability company
By: INLAND WESTERN RETAIL REAL
ESTATE TRUST, a Maryland corporation,
its Sole Member
By:
-----------------------------------
Printed Name:
--------------------------
Title:
---------------------------------
The undersigned approves the foregoing disbursement.
MBK NORTHWEST, LLC, a
Washington limited
liability company
BY:
-----------------------------------------
Xxxxx X. Xxxxx
President
cc: MBK Northwest (via telecopy (000) 000-0000)
C-2
EXHIBIT "D"
APPLICATION AND CERTIFICATION FOR
PAYMENT OF TENANT IMPROVEMENTS
(or Theatre Related Improvements)
By Telecopy (000) 000-0000
Chicago Title Insurance Company
000 X. Xxxxx
Xxxxxxx, XX 00000
Attn: Xx. Xxxxx Xxxxxx
Asst. V. P. & Sr. Escrow Officer
Re: Agreement dated 6/____/04 among
MBK Northwest, _________
Your Escrow Account No. __________
Ladies and Gentlemen:
[TO BE ON SELLER'S COMPUTER GENERATED DISBURSEMENT REQUEST FORM INCLUDING
APPROPRIATE AIA FORM WITH RESPECT TO ANY GENERAL CONTRACTOR BILLING]
Total Amount to be Disbursed to Seller: $
===============
Such amount is to be disbursed to Seller by wire-transfer to the account of
Seller at ______________ Bank, ABA Routing No. ___________, Account No.
____________, Attn: ____________________.
The undersigned hereby certifies that the undersigned is entitled to
disbursement of the foregoing amounts pursuant to Section 3.2.1/Section 3.2.4
(CROSS OUT WHICHEVER SECTION IS INAPPLICABLE) of the above-referenced
Escrow and
Leasing Agreement.
D-1
Dated: _________________, 200__ "Seller"
MBK NORTHWEST, LLC, a
Washington limited
liability company
By:
-------------------------------------
Xxxxx X. Xxxxx
President
The undersigned approves the foregoing disbursement.
"Buyer"
INLAND WESTERN LAKEWOOD, L.L.C.,
a Delaware limited liability company
By: INLAND WESTERN RETAIL REAL
ESTATE TRUST, a Maryland corporation,
its Sole Member
By:
----------------------------------
Printed Name:
------------------------
Title:
-------------------------------
cc: c/o Inland Real Estate Acquisitions, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: Xx. Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
D-2
EXHIBIT "E"
NOTICE TO ESCROW HOLDER RE:
PAYMENT OF LEASING COMMISSIONS
By Telecopy (000) 000-0000
Chicago Title Insurance Company
000 X. Xxxxx
Xxxxxxx, XX 00000
Attn: Xx. Xxxxx Xxxxxx
Asst. V. P. & Sr. Escrow Officer
Re: Agreement dated __/_/04 among
MBK Northwest, LLC _______
Your Escrow Account No. _______
Ladies and Gentlemen:
You are hereby directed to disburse to the undersigned the amount of
$____________, which constitutes leasing commissions payable in connection with
that certain lease of Vacant Leased Space/Unleased Space [CROSS OUT AS
APPROPRIATE] at Lakewood Towne Center. Such leasing commission is payable in
connection with the Lease with __________________, as tenant.
Such amount is to be disbursed to Seller by wire-transfer to the account of
Seller at ______________ Bank, ABA Routing No. ____________, Account No.
________________, Attn: ________________.
The undersigned hereby certifies that the undersigned is entitled to
disbursement of the foregoing amounts pursuant to Section 3.2.3 of the
above-referenced
Escrow and Leasing Agreement.
Dated: ____________, 200__ "Seller"
MBK NORTHWEST, LLC, a
Washington limited
liability company
By:
-------------------------------------
Xxxxx X. Xxxxx
President
The undersigned approves the foregoing disbursement.
E-1
"Buyer"
INLAND WESTERN LAKEWOOD, L.L.C.,
a Delaware limited liability company
By: INLAND WESTERN RETAIL REAL
ESTATE TRUST, a Maryland corporation,
its Sole Member
By:
--------------------------------
Printed Name:
-----------------------
Title:
------------------------------
cc: c/o Inland Real Estate Acquisitions, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: Xx. Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-2
EXHIBIT "F"
SELLER'S DISBURSEMENT REQUEST
By Telecopy (000) 000-0000
Chicago Title Insurance Company
000 X. Xxxxx
Xxxxxxx, XX 00000
Attn: Xx. Xxxxx Xxxxxx
Asst. V. P. & Sr. Escrow Officer
Re: Agreement dated _/_/04 among
MBK Northwest, LLC __________
Your Escrow Account No. ________
Ladies and Gentlemen:
This Seller's Disbursement Request is being delivered to you pursuant to
Section 3.3 of the above-referenced Escrow and Leasing Agreement. The
undersigned hereby certifies that with respect to the leasing of Vacant Leased
Space/ Unleased Space [CROSS OUT AS APPLICABLE] in the amount of _____________
square feet of GLA to ______________________________________ [INSERT NAME OF
TENANT], the undersigned is entitled to disbursement of funds from the Escrow
Account in the aggregate amount of $___________, consisting of base rent at the
rate of $__________ for _________ square feet of GLA and reimbursement of CAM
Expenses at the annual rate of $__________ for such GLA, for an aggregate
disbursement to the undersigned of $________.
The undersigned further certifies that the Tenant commenced payment of base
rent and responsibility for common operating costs as of ________, 200_.
Such amount is to be disbursed to Seller by wire-transfer to the account of
Seller __________ at Bank, ABA Routing No. __________, Account No. ____________,
Attn: ______________.
F-1
The undersigned hereby certifies that the undersigned is entitled to
disbursement of the foregoing amounts pursuant to Section 3.3 of the
above-referenced Escrow and Leasing Agreement.
Dated: _____________, 200_ "Seller"
MBK NORTHWEST, LLC, a Washington limited
liability company
By:
------------------------------------
Xxxxx X. Xxxxx
President
The undersigned approves the foregoing disbursement.
"Buyer"
INLAND WESTERN LAKEWOOD, L.L.C.,
a Delaware limited liability company
By: INLAND WESTERN RETAIL REAL
ESTATE TRUST, a Maryland corporation,
its Sole Member
By:
-------------------------------
Printed Name:
-----------------------
Title:
-----------------------------
cc: c/o Inland Real Estate Acquisitions, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: Xx. Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
F-2
