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Exhibit 10.198
Allstate Life Insurance Company
Loan Nos. 122498 and 122499
FIRST AMENDMENT TO
ESCROW AND LEASING AGREEMENT
THIS FIRST AMENDMENT TO ESCROW AND LEASING AGREEMENT (the "Amendment") is
entered into as of June 28, 2004, among INLAND WESTERN LAKEWOOD, L.L.C., a
Delaware limited liability company ("Buyer"), ALLSTATE LIFE INSURANCE COMPANY,
an Illinois insurance corporation ("Lender") and CHICAGO TITLE INSURANCE COMPANY
("Escrow Agent").
RECITALS
A. Buyer and MBK NORTHWEST, LLC, a Washington limited liability
company ("Seller") are parties to an AGREEMENT OF PURCHASE AND SALE dated as of
May 12, 2004 (the "Purchase Agreement"), pursuant to which Buyer acquired the
real and personal property commonly known as Lakewood Towne Center, SWC of
Gravelly Lake Drive and 100th Street SW, Lakewood, Washington (the "Property").
B. Seller, Buyer and Escrow Agent are parties to that certain ESCROW
AND LEASING AGREEMENT dated as of June ___, 2004, as amended (the "Escrow
Agreement").
C. Pursuant to the Purchase Agreement and the Escrow Agreement,
Seller deposited the sum of $3,260,503.73 (the "Escrow Deposit") in escrow with
Escrow Agent, to be held and disbursed in accordance with the terms of the
Escrow Agreement.
D. Pursuant to a Commitment Letter from Lender to Borrower, Lender
agreed to make a loan to Borrower in the principal sum of $51,260,000. The Loan
is evidenced and secured by, INTER ALIA, (1) a Deed of Trust Note A of even date
herewith ("Note A") from Borrower in the principal amount of $44,000,000, (2) a
Deed of Trust Note B of even date herewith ("Note B" and together with Note A,
the "Note") from Borrower in the principal amount of $7,260,000, (3) a Deed of
Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture
Filing of even date herewith (the "Deed of Trust") from Borrower on the
Property, and (4) the Related Agreements (as defined in the Deed of Trust, and,
together with the Note and the Deed of Trust, the "Loan Documents").
E. The Collateral in which a security interest has been granted by
Buyer to Lender under the Deed of Trust includes all of Buyer's right, title and
interest in and to the Escrow Deposit and the Escrow Agreement.
F. Buyer, Escrow Agent and Lender are entering into this Amendment to
acknowledge the security interest granted by Buyer to Lender and to specify
circumstances under which Lender will accede to Buyer's right to receive and
direct disbursement of the Escrow Deposit.
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Agreements
NOW THEREFORE, in order to induce Lender to enter into the Loan and to
disburse the proceeds of the Loan, and in consideration of the matters described
in the foregoing Recitals, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. RECITALS; DEFINITIONS. The Recitals are incorporated herein by
this reference. Initially capitalized terms used but not otherwise defined in
this Amendment have the same meanings given them in the Escrow Agreement.
2. DISBURSEMENT OF THE ESCROW DEPOSIT. The Escrow Deposit shall be
disbursed subject to and in accordance with the Escrow Agreement; provided,
however, that if Lender delivers to Escrow Agent a notice stating that an Event
of Default (under or as defined in the Loan Documents) has occurred or an event
has occurred which with notice the passage of time or both could result in an
Event of Default, then (a) Escrow Agent shall distribute to or at the written
direction of Lender any amounts that would otherwise be distributed to or at the
direction of Borrower under the Escrow Agreement, and (b) no direction from
Borrower shall thereafter be required to authorize or direct Escrow Agent to
disburse any portion of the Escrow Deposit or take any action under or to amend,
modify or supplement the Escrow Agreement, and to the extent the Escrow
Agreement requires the direction of Borrower as a condition to any disbursement
of or from the Escrow Deposit, then the direction of Lender shall thereafter be
required in lieu of Borrower's direction.
3. LIENABLE WORK. If any portion of the Escrow Deposit is to be paid
to any party that would have lien rights against the Property, Escrow Agent
shall, prior to making any such payment, comply with the following:
(a) Escrow Agent shall have first received lien waivers,
contractor's sworn statements and/or such other documents and
certificates as may be required to evidence that all lien rights related
to the work, item or service being paid for have been waived or released
under applicable mechanic's, materialman's, broker's or other similar
lien laws; and
(b) Escrow Agent shall have first provided Lender with an
endorsement (which shall be paid for by Borrower) to Lender's title
policy insuring against any such lien.
4. RIGHTS OF LENDER. Borrower and Escrow Agent hereby acknowledge
that all of Borrower's, rights in, to and under the Escrow Agreement and the
Escrow Deposit have been pledged to Lender as additional security for the Loan.
Escrow Agent and Borrower shall deliver to Lender a copy of any notice or other
communication it receives or gives in connection with the Escrow Agreement or
Escrow Deposit.
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5. NOTICES. Notices to Lender under and in accordance with the Escrow
Agreement shall be addressed as follows:
Allstate Life Insurance Company
Allstate Plaza South, Suite G5C
3075 Sanders Road
Northbrook, Illinois 60062
Attention: Commercial Mortgage Division
Servicing Manager
with a copy to:
Allstate Life Insurance Company
Allstate Plaza South, Suite G5A
3075 Sanders Road
Northbrook, Illinois 60062
Attention: Investment Law Division
or to such other address(es) or addressee(s) as Lender shall designate to the
others in the manner provided herein for the service of notices.
6. SUCCESSORS AND ASSIGNS. The Escrow Agreement, as amended, shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
7. COUNTERPARTS AND FACSIMILE SIGNATURES. This Amendment may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument. This
Amendment may also be executed by way of facsimile signature and such signature
shall be sufficient to bind the party so executing this Amendment.
8. FULL FORCE AND EFFECT. The Escrow Agreement, as amended hereby, is
and remains in full force and effect.
9. NO DEFAULT; BALANCE OF ESCROW DEPOSIT. Buyer represents and
warrants to Lender that it is not aware of any breach or default under the
Escrow Agreement by any party thereto. Escrow Agent represents that as of the
date hereof, the total amount of the Escrow Deposit is $___________.
10. AMENDMENTS. The Escrow Agreement may not be modified except in a
document executed by Seller and all the parties hereto, unless Lender has given
Escrow Agent a notice described in Section 2 above, then the Escrow Agreement
may be modified in a document executed only by Seller, Lender and Escrow Agent.
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IN WITNESS WHEREOF, this Amendment has been executed 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, INC., a Maryland corporation,
Its sole member
By: /s/ Debra A. Palmer
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Its: Asst Secretary
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LENDER:
ALLSTATE LIFE INSURANCE COMPANY, an Illinois
insurance corporation
By:
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By:
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Its Authorized Signatories
CHICAGO TITLE INSURANCE COMPANY
By:
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Its Authorized Signatory
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