**Exhibit 10.404**

 

PROMISSORY NOTE

 

DEFINED TERMS

 
| **Execution  Date:** December 7, 2004                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                    | **City  and State of Signing:**  Oak Brook, Illinois                                                                                                                                                                                                                                                                                                                         |
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| **Loan  Amount:**                                                                                                                                                                                                                                                           | Twenty-Five  Million Two Hundred  Thousand and No/100 Dollars  ($25,200,000.00)                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                         | **Interest  Rate:**  4.3%  per annum |
|                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| **Borrower:**                                                                                                                                                                                                                                                               | Inland  Western Denton Crossing Limited Partnership, an Illinois limited partnership                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                    |
| **Borrower’s  Address:**                                                                                                                                                                                                                                               | 2901  Butterfield Road

Oak  Brook, Illinois 60523                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                    |
| **Holder:**                                                                                                                                                                                                                                                                 | METROPOLITAN  LIFE INSURANCE COMPANY, A NEW YORK CORPORATION                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                    |
| **Holder’s  Address:**                                                                                                                                                                                                                                                 | Metropolitan  Life Insurance Company   10 Park Avenue  Morristown, New Jersey 07960  Attention: Senior Vice President  Real Estate Investments

and:

Metropolitan  Life Insurance Company  Two Lincoln Centre  5420 LBJ Freeway, Suite 1310  Dallas, Texas 75240  Attention: Director and OIC, Real Estate Investments |
|                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                    |
| **Maturity  Date:**                                                                                                                                                                                                                                                         | January 1,  2010                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                         | **Advance  Date:** The date funds  arc disbursed to  Borrower. |
|                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                         |   |
| **Monthly  Installment:** Monthly  installments of interest only at the Interest Rate (which monthly installments  shall each be in the amount of $90,300.00)                                                                                                               |                                                                                                                                                                                                                                                                                                                    | **Permitted  Prepayment Period:**  During the 90 day period prior to the Maturity Date, Borrower may prepay the  Loan without a Prepayment Fee on 30 days prior written notice. In addition,  commencing on the first day of the full 31st month following the Advance Date, Borrower  may prepay the Loan with a Prepayment Fee on 30 days prior written notice to  Holder. |
|                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                         |
| **Liable  Parties:**                                                                                                                                                                                                                                                   | Inland  Western Retail Real Estate, Inc.                                                                                                                                                                                                                                                                                |
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| **Addresses  of Liable Parties:**  2901 Butterfield Road, Oak Brook, Illinois 60523                                                                                                                                                                                         |
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| **Late  Charge:** An amount  equal to four cents ($.04) for each dollar that is overdue, subject, however,  to the limitations contained in Section 7 hereof; and provided, however,  the balloon payment at the Maturity Date shall not be subject to a Late  Charge. |
|                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                         |
| **Default  Rate:** An annual rate  equal to the Interest Rate plus four percent (4%).                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |  |  |

 

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**Note:** This Promissory Note.Other Note: Promissory Note of even date in the amount of $10,000,000.00executed by Borrower to the order of MetLife Bank, N,A. Deed of Trust: Deed ofTrust, Security Agreement, and Fixture Filing dated as of the Execution Dategranted by Borrower to the Trustee named in the Deed of Trust for the benefitof Metropolitan Life insurance Company and MetLife Bank, N.A, Loan Documents:This Note, the Other Note, the Deed of Trust and any other documents related tothis Note, the Other Note and/or the Deed of Trust and all renewals,amendments, modifications, restatements and extensions of these documents.Guaranty: Guaranty dated as of the Execution Date and executed by LiableParties. Indemnity Agreement; Unsecured Indemnity Agreement dated as of theExecution Date and executed by Borrower in favor of Metropolitan Life InsuranceCompany and MetLife Bank, N.A. The Unsecured Indemnity Agreement and Guarantyare not Loan Documents and shall survive repayment of the Loan or othertermination of the Loan Documents. Loan: The Loan evidenced by this Note, OtherLoan: The Loan evidenced by the Other Note.

 

FOR VALUE RECEIVED, Borrower promises to payto the order of Holder at Holder’s Address or such other place as Holder mayfrom time to time designate, the Loan Amount with interest payable in themanner described below, in money of the United States of America that at thetime of payment shall be legal tender for payment of all obligations.

 

Capitalized terms which are not defined inthis Note shall have the meanings set forth in the Deed of Trust.

 

1.                                       Payment of Principal and Interest. Principal and interest under this Note shallbe payable as follows:

 

(a)                                  Commencing on the first day of the secondcalendar month following the Advance Date (assuming stub interest for the monthof closing of the Loan is paid on the Execution Date) and on the first day ofeach calendar month thereafter, to and including the first day of the calendarmonth immediately preceding the Maturity Date, Borrower shall pay the MonthlyInstallment; and

 

(b)                                 On the Maturity Date, a final payment in theaggregate amount of the unpaid principal sum evidenced by this Note, allaccrued and unpaid interest, and all other sums evidenced by this Note orsecured by the Deed of Trust and/or any other Loan Documents as well as anyfuture advances under the Deed of Trust that may be made to or on behalf ofBorrower by Holder following the Advance Date (collectively, the **“Secured Indebtedness”**), shall become immediately payable infull.

 

Borrower acknowledges and agrees that a substantial portion of theoriginal Loan Amount may be outstanding and due on the Maturity Date.

 

Interest shall be calculated on the basis of athirty (30) day month and a three hundred sixty (360) day year, except that (i)if the Advance Date occurs on a date other than the first day of a calendarmonth, interest payable for the period commencing on the Advance Date andending on the last day of the month in which the Advance Date occurs shall becalculated on the basis of the actual number of days elapsed over a 365 day or366 day year, as applicable, and (ii) if the Maturity Date occurs on a dateother than the last day of the month, interest payable for the periodcommencing on the first day of the month in which the Maturity Date occurs andending on the Maturity Date shall he calculated on the basis of the actualnumber of days elapsed over a 365 day or 366 day year, as applicable.

 

2.                                       Application of Payments. At the election of Holder, and to the extentpermitted by law, all payments shall be applied in the order selected by Holderto any expenses, prepayment fees, late charges, escrow deposits and other sumsdue and payable under the Loan Documents, and to unpaid interest at theInterest Rate or at the Default Rate, as applicable. The balance of anypayments shall be applied to reduce the then unpaid Loan Amount.

 

3.                                       Security. The covenants of the Deed of Trust are incorporated by reference intothis Note. This Note shall evidence, and the Deed of Trust shall secure theSecured Indebtedness and the Secured Indebtedness (as defined in the OtherNote) under the Other Note.

 

4.                                       Late Charge. If any payment of interest, any payment of a Monthly Installment orany payment of a required escrow deposit is not paid within 7 days of the duedate, Holder shall have the option to charge Borrower the Late Charge. The LateCharge is for the purpose of defraying the expenses incurred in connection with

 

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handlingand processing delinquent payments and is payable in addition to any otherremedy Holder may have. Unpaid Late Charges shall become part of the SecuredIndebtedness and shall be added to any subsequent payments due under the LoanDocuments.

 

5.                                       Acceleration Upon Default. At the option of Holder, if Borrower failsto pay any sum specified in this Note within 7 days of the due date, or if anEvent of Default occurs, the Secured Indebtedness, and all other sums evidencedand/or secured by the Loan Documents, including without limitation anyapplicable prepayment fees (collectively, the “**Accelerated LoanAmount**”) shall become immediately due and payable.

 

6.                                       Interest Upon Default. The Accelerated Loan Amount shall bearinterest at the Default Rate which shall never exceed the maximum rate ofinterest permitted to be contracted for under the Jaws of the State of Texas.The Default Rate shall commence upon the occurrence of an Event of Default andshall continue until all defaults are cured.

 

7.                                       Limitation on Interest.

 

(a)                                  Sayings Clause. It is expressly stipulated and agreed to bethe intent of Borrower and Holder at all times to comply strictly with theapplicable Texas law governing the maximum rate or amount of interest payableon this Note or the Related Indebtedness (as herein defined) (or applicableUnited States federal law to the extent that it permits Holder to contract for,charge, take, reserve or receive a greater amount of interest than under Texaslaw). If the applicable law is ever judicially interpreted so as to renderusurious any amount (i) contracted for, charged, taken, reserved or receivedpursuant to this Note, any of the other Loan Documents or any othercommunication or writing by or between Borrower and Holder related to thetransaction or transactions that are the subject matter of the Loan Documents,(ii) contracted for, charged or received by reason of Holder’s exercise of theoption to accelerate the maturity of this Note and/or the Related Indebtedness,or (iii) Borrower will have paid or Holder will have received by reason of anyvoluntary prepayment by Borrower of this Note and/or the Related Indebtedness,then it is Borrower’s and Holder’s express intent that all amounts charged inexcess of the Maximum Lawful Rate shall be automatically cancelled, abinitio, and all amounts in excess of the Maximum Lawful Rate theretofore collectedby Holder shall be credited on the principal balance of this Note and/or theRelated Indebtedness without payment of the Prepayment Fee (or, if this Noteand all Related Indebtedness have been or would thereby be paid in full,refunded to Borrower), and the provisions of this Note and the other LoanDocuments immediately be deemed reformed and the amounts thereafter collectiblehereunder and thereunder reduced, without the necessity of the execution of anynew document, so as to comply with the applicable law, but so as to permit therecovery of the fullest amount otherwise called for hereunder and thereunder;provided, however, if this Note has been paid in full before the end of thestated term of this Note, then Borrower and Holder agree that Holder shall,with reasonable promptness after Holder discovers or is advised by Borrowerthat interest was received in an amount in excess of the Maximum Lawful Rate,either refund such excess interest to Borrower and/or credit such excessinterest against this Note and/or any Related Indebtedness then owing byBorrower to Holder without payment of the Prepayment Fee, Borrower herebyagrees that as a condition precedent to any claim seeking usury penaltiesagainst Holder, Borrower will provide written notice to Holder, advising Holderin reasonable detail of the nature and amount of the violation, and Holdershall have sixty (60) days after receipt of such notice in which to correctsuch usury violation, if any, by either refunding such excess interest to Borroweror crediting such excess interest against this Note and/or the RelatedIndebtedness then owing by Borrower to Holder without payment of the PrepaymentFee. All sums contracted for, charged or received by Holder for the use,forbearance or detention of any debt evidenced by this Note and/or the RelatedIndebtedness shall, to the extent permitted by applicable law, be amortized orspread, using the actuarial method, throughout the stated term of this Noteand/or the Related Indebtedness (including any and all renewal and extensionperiods) until payment in full so that the rate or amount of interest onaccount of this Note and/or the Related Indebtedness does not exceed theMaximum Lawful Rate from time to time in effect and applicable to this Noteand/or the Related Indebtedness for so long as debt is outstanding. In no eventshall the provisions of Chapter 346 of the Texas Finance Code (which regulatescertain revolving credit loan accounts and revolving triparty accounts) applyto this Note and/or the Related Indebtedness. Notwithstanding anything to thecontrary contained herein or in any of the other Loan Documents, it is not theintention of Holder to accelerate the maturity of any interest that has notaccrued at the time of such acceleration or to collect unearned interest at thetime of such acceleration,

 

(b)                                 Definitions. As used herein, the term “Maximum Lawful Rate” shall mean the maximumlawful rate of interest which may be contracted for, charged, taken, receivedor reserved by Holder in accordance with the applicable laws of the State ofTexas (or applicable United States federal law to the extent that it permitsHolder to contract for, charge, take, receive or reserve a greater amount ofinterest than under Texas law), taking into account all Charges (as hereindefined) made in connection with the transaction evidenced by this Note and theother Loan Documents. As used herein, the term “Charges” shall mean allfees, charges and/or any other things of value, if

 

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any,Contracted for, charged, received, taken or reserved by Holder in connectionwith the transactions relating to this Note and the other Loan Documents, whichare treated as interest under applicable law. As used herein, the term “RelatedIndebtedness” shall mean any and all debt paid or payable by Borrower toHolder pursuant to the Loan Documents or any other communication or writing byor between Borrower and Holder related to the transaction or transactions thatarc the subject matter of the Loan Documents, except such debt which has beenpaid or is payable by Borrower to Holder under this Note.

 

(c)                                  Ceiling Election. To the extent that Holder is relying onChapter 1D of the Texas CreditTitle to determine the Maximum Lawful Rate payable on this Note and/or theRelated Indebtedness, Holder will utilize the weekly ceiling from time to timein effect as provided in such Chapter 1D, as amended. To the extent UnitedStates federal law permits Holder to contract for, charge, take, receive orreserve a greater amount of interest than under Texas law, Holder will rely onUnited States federal law instead of such Chapter 1D for the purpose ofdetermining the Maximum Lawful Rate. Additionally, to the extent permitted byapplicable law now or hereafter in effect, Holder may, at its option and fromtime to time, utilize any other method of establishing the Maximum Lawful Rateunder such Chapter 1D or under other applicable law by giving notice, ifrequired, to Borrower as provided by applicable law now or hereafter in effect.

 

8.                                       Prepayment. Borrower shall not have the right to prepay all or any portion of theLoan Amount at any time during the term of this Note except as expressly setforth in the Defined Terms. If Borrower provides notice of its intention toprepay, the Accelerated Loan Amount shall become due and payable on the date specifiedin the prepayment notice. In addition to the above limitations upon prepayment,this Note may not be prepaid without the simultaneous prepayment of the OtherNote in accordance with its terms.

 

9.                                       Prepayment Fee.

 

(a)                                  Any tender of payment by Borrower or any otherperson or entity of the Secured Indebtedness, other than as expressly providedin the Loan Documents, shall constitute a prohibited prepayment. If aprepayment of all or any part of the Secured Indebtedness is made following (i)an Event of Default and an acceleration of the Maturity Date, or (ii) inconnection with a purchase of the Property or a repayment of the SecuredIndebtedness at any time before, during or after, a judicial or non-judicialforeclosure or sale of the Property, then to compensate Holder for the loss ofthe investment, Borrower shall pay an amount equal to the Prepayment Fee (ashereinafter defined).

 

(b)                                 The **“Prepayment Fee”**shall be the greater of (A) the Prepayment Ratio (as hereinafter defined)multiplied by the difference between (x) and (y), where (x) is the presentvalue of all remaining payments of principal and interest including theoutstanding principal due on the Maturity Date, discounted at the rate which,when compounded monthly, is equivalent to the Treasury Rate plus fifty basispoints (.5%) compounded semi-annually, and (y) is the amount of the principalthen outstanding, or (B) one percent (1%) of the amount of the principal beingprepaid.

 

(c)                                  The **“Treasury Rate”**shall be the annualized yield on securities issued by the United StatesTreasury having a maturity equal to the remaining stated term of this Note, asquoted in the Federal Reserve Statistical Release [H. 15 (519)] under the heading “U.S.Government Securities - Treasury Constant Maturities” for the date on whichprepayment is being made. If this rate is not available as of the date ofprepayment, the Treasury Rate shall be determined by interpolating between theyield on securities of the next longer and next shorter maturity. If theTreasury Rate is no longer published, Holder shall select a comparable rate.Holder will, upon request, provide an estimate of the amount of the PrepaymentFee two weeks before the date of the scheduled prepayment.

 

(d)                                 The **“Prepayment Ratio”**shall be a fraction, the numerator of which shall be the amount of principalbeing prepaid, and the denominator of which shall be the principal thenoutstanding.

 

10.                                 Waiver of Right to Prepay Note WithoutPrepayment Fee. Borroweracknowledges that Holder has relied upon the anticipated investment returnunder this Note in entering into transactions with, and in making commitmentsto, third parties and that the tender of any prohibited prepayment, shall, tothe extent permitted by law, include the Prepayment Fee. Borrower agrees thatthe Prepayment Fee represents the reasonable estimate of Holder and Borrower ofa fair average compensation for the loss that may be sustained by Holder as aresult of a prohibited prepayment of this Note and it shall be paid withoutprejudice to the right of Holder to collect any other amounts provided to bepaid under the Loan Documents.

 

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BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER TEXAS LAW TOPREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPONACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANYREASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATIONOF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BYBORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER,FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THEDEED OF TRUST, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THEPREPAYMENT FEE SPECIFIED IN SECTION 9. BY EXECUTING THIS NOTE, BORROWERAGREES THAT HOLDER’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FORTHE TERM SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THISWAIVER AND AGREEMENT.

 

11.                                 Liability of Borrower. Upon the occurrence of an Event of Default,except as provided in this Section 11, Holder will look solely to theProperty and the security under the Loan Documents for the repayment of the Loanand will not enforce a deficiency judgment against Borrower. However, nothingcontained in this section shall limit the rights of Holder to proceedagainst Borrower and the general partners of Borrower and/or the LiableParties, if any, (i) to enforce any Leases entered into by Borrower or itsaffiliates as tenant, guarantees, or other agreements entered into by Borrowerin a capacity other than as borrower or any policies of insurance; (ii) torecover damages for fraud, material misrepresentation, material breach ofwarranty or waste; (iii) to recover any Condemnation Proceeds or InsuranceProceeds or other similar funds which have been misapplied by Borrower orwhich, under the terms of the Loan Documents, should have been paid to Holder;(iv) to recover any tenant security deposits, tenant letter of credit or otherdeposits or fees paid to Borrower that are part of the collateral for the Loanor prepaid rents for a period of more than 30 days which have not beendelivered to Holder; (v) to recover Rents and Profits received by Borrowerafter the first day of the month in which an Event of Default occurs and priorto the date Holder acquires title to the Property which have not been appliedto the Loan or in accordance with the Loan Documents to operating andmaintenance expenses of the Property; (vi) to recover damages, costs andexpenses arising from, or in connection with Article VI of the Deed ofTrust pertaining to hazardous materials or the Indemnity Agreement; (vii) torecover all amounts due and payable pursuant to Sections 11.06 and 11.07 of theDeed of Trust and any amount expended by Holder in connection with theforeclosure of the Deed of Trust; (viii) to recover damages arising fromBorrower’s failure to comply with Section 8.01 of the Deed of Trustpertaining to ERlSA; (ix) to recover all amounts due and payable, or to recoverany damages for Borrower’s failure to comply with Section 2.05 of the Deedof Trust pertaining to Premiums and Impositions; and/or (x) to recover all amountsdue and payable, or to recover any damages for Borrower’s failure to complywith, the provisions of Article XV of the Deed of Trust.

 

The limitation of liability set forth in this Section 11 shall notapply and the Loan shall be fullyrecourse to Borrower and Liable Parties (i) in the event that prior to therepayment of the Secured Indebtedness, Borrower commences a voluntarybankruptcy or insolvency proceeding or an involuntary bankruptcy or insolvencyproceeding is commenced against Borrower and is not dismissed within 90 days offiling or (ii) to recover damages arising from Borrower’s failure to complywith Sections 10.02 and ll.0l(g) of the Deed of Trust pertaining to subordinatefinancing and Transfers, respectively. In addition, this agreement shall notwaive any rights which Holder would have under any provisions of the U.S.Bankruptcy Code to file a claim for the full amount of the Secured Indebtednessor to require that the Property shall continue to secure all of the SecuredIndebtedness.

 

12.                                 Waiver by Borrower. Borrower and others who may become liablefor the payment of all or any part of this Note, and each of them, waivediligence, demand, presentment for payment, notice of nonpayment, protest,notice of dishonor and notice of protest, notice of intent to accelerate andnotice of acceleration and specifically consent to and waive notice of anyamendments, modifications, renewals or extensions of this Note, including the grantingof extension of time for payment, whether made to or in favor of Borrower orany other person or persons.

 

13.                                 Exercise of Rights. No single or partial exercise by Holder, ordelay or omission in the exercise by Holder, of any right or remedy under theLoan Documents shall waive or limit the exercise of any such right or remedy.Holder shall at all times have the right to proceed against any portion of orinterest in the Property in the manner that Holder may deem appropriate,without waiving any other rights or remedies. The release of any party under thisNote shall not operate to release any other party which is liable under thisNote and/or under the other Loan Documents or under the Indemnity Agreement.

 

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14.                                 Fees and Expenses. If Borrower defaults under this Note,Borrower shall be personally liable for and shall pay to Holder, in addition tothe sums stated above, the costs and expenses of enforcement and collection, includinga reasonable sum as an attorney’s fee. This obligation is not limited by Section 11.

 

15.                                 No Amendments. This Note may not be modified or amendedexcept in a writing executed by Borrower and Holder. No waivers shall beeffective unless they are set forth in a writing signed by the party which is waivinga right. This Note and the other Loan Documents are the final expression of thelending relationship between Borrower.

 

16.                                 Governing Law. This Note is to be construed and enforced inaccordance with the laws of the State of Texas.

 

17.                                 Construction. The words “Borrower” and “Holder” shall be deemed to include theirrespective heirs, representatives, successors and assigns, and shall denote thesingular and/or plural, and the masculine and/or feminine, and natural and/orartificial persons, as appropriate. The provisions of this Note shall remain infull force and effect notwithstanding any changes in the shareholders, partnersor members of Borrower. If more than one party is Borrower, the obligations ofeach party shall be joint and several. The captions in this Note are insertedonly for convenience of reference and do not expand, limit or define the scopeor intent of any section of this Note.

 

18.                                 Notices. All notices, demands, requests and consents permitted or requiredunder this Note shall be given in the manner prescribed in the Deed of Trust.

 

19.                                 Time of the Essence. Time shall be of the essence with respect toall of Borrower’s obligations under this Note.

 

20.                                 Severability. If any provision of this Note should be held unenforceable or void,then that provision shall be deemed separable from the remaining provisions andshall not affect the validity of this Note, except that if that provisionrelates to the payment of any monetary sum, then Holder may, at its option,declare the Secured Indebtedness (together with the Prepayment Fee) immediatelydue and payable.

 

IN WITNESS WHEREOF, Borrower has executed this Note as of the ExecutionDate.

 

 
|   | INLAND  WESTERN DENTON CROSSING LIMITED  PARTNERSHIP, |
|--------|-------------------------------------------------------|
|   | an  Illinois limited partnership                      |   |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | Inland  Western Denton Crossing GP, L.L.C.,  a Delaware limited liability company,  its sole general partner |
|   |                                                  |   |
|   |                                                  | By: | Inland  Western Retail Real Estate Trust, Inc.,  a Maryland corporation,  its sole member. |
|   |                                                  |   |
|   |                                                  |   |
|   |                                                  | By: | /s/  VALERIE MEDINA |
|   |                                                  | Name: | VALERIE  MEDINA |
|   |                                                  | Title: | Assistant  Secretary |
|        |                                                       |  |  |  |  |  |  |

 

 

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