**Exhibit10.508**

 

**ASSIGNMENT,ASSUMPTION, MODIFICATION AND RELEASE AGREEMENT**

 

THIS ASSIGNMENT,ASSUMPTION, MODIFICATION AND RELEASE AGREEMENT (hereinafter referred to as this“Agreement”) is made as of the 7th day of December, 2004, by and between **INLAND WESTERN CORAM PLAZA, L.L.C.,**aDelaware limited liability company (hereinafter referred to as “Borrower”).  **INLANDWESTERN RETAIL REAL ESTATE TRUST, INC.,**a Maryland corporation(hereinafter referred to as “Guarantor”), **CORAMPROPERTY DEVELOPMENT LLC,**a Delaware limited liability company(hereinafter referred to as “Original Borrower”), **LOUIS L. CERUZZI, JR.**and **TERESECERUZZI,**husband and wife (hereinafter collectively referred to as “OriginalGuarantors”) and **SKY BANK**(hereinafterreferred to as “Lender”).

 

**WITNESSETH:**

 

WHEREAS, OriginalBorrower executed and delivered to Lender: (i) that certain Building LoanPromissory Note dated June 12, 2003 (hereinafter referred to as the “BuildingLoan Note”) in the original principal amount of $10,551,190, (ii) that certainProject Loan Promissory Note dated June 12, 2003 (hereinafter referred toas the “Project Loan Note”) in the original principal amount of $761,773 and(iii) that certain Amended and Restated Acquisition Loan Promissory Note dated June 12,2003 (hereinafter referred to as the “Acquisition Loan Note”) in the originalprincipal amount of $9,447,037; and

 

WHEREAS, the BuildingLoan Note, the Project Loan Note and the Acquisition Loan Note are sometimeshereinafter collectively referred to as the “Note” and the loans evidenced bythe Note are hereinafter collectively referred to as the “Loan”; and

 

WHEREAS, the outstandingprincipal amount of the Loan as of the date hereof is $20,760,000; and

 

WHEREAS, as security forthe Note, Original Borrower executed and delivered to Lender: (i) that certainBuilding Loan Mortgage and Security Agreement dated as of June 12, 2003(hereinafter referred to as the “Building Loan Mortgage”), recorded in theSuffolk County Clerk Records Office in Liber M00020598, page 360, andencumbering certain real property and the improvements thereon erected commonlyknown as Coram Plaza, situate in the Hamlet of Coram, Town of Brookhaven,Suffolk County, New York, all as more particularly described in the BuildingLoan Mortgage (hereinafter referred to as the “Mortgaged Property”), (ii) thatcertain Project Loan Mortgage and Security Agreement dated as of June 12,2003 (hereinafter referred to as the “Project Loan Mortgage”), recorded in theSuffolk County Clerk Records Office in Liber M00020598, page 361 andencumbering the Mortgaged Property and (iii) that certain Amended, Restated andConsolidated Acquisition Loan Mortgage and Security Agreement dated as of June 12,2003 (hereinafter referred to as the “Acquisition Loan Mortgage”), recorded inthe Suffolk County Clerk Records Office in Liber M00020597, page 864 andencumbering the Mortgaged Property; and

 

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WHEREAS, the BuildingLoan Mortgage, the Project Loan Mortgage and the Acquisition Loan Mortgage aresometimes hereinafter collectively referred to as the “Mortgage”; and

 

WHEREAS, as additionalsecurity for the Note,  Original Borrowerexecuted and delivered to Lender: (i) that certain Building Loan Assignment ofRents, Leases and Lease Guaranty dated as of June 12, 2003 (hereinafterreferred to as the “Building Loan Assignment”), recorded in the Suffolk CountyClerk Records Office in Liber D         ,page          and encumberingthe Mortgaged Property, (ii) that certain Project Loan Assignment of Rents,Leases and Lease Guaranty dated as of June 12, 2003 (hereinafter referredto as the “Project Loan Assignment”), recorded in the Suffolk County ClerkRecords Office in Liber D00012290, page 506 and encumbering the MortgagedProperty, and (iii) that certain Acquisition Loan Assignment of Rents, Leasesand Lease Guaranty dated as of June 12, 2003 (hereinafter referred to asthe “Acquisition Loan Assignment”), recorded in the Suffolk County ClerkRecords Office in Liber D00012290, page 507 and encumbering the MortgagedProperty; and

 

WHEREAS, the BuildingLoan Assignment, the Project Loan Assignment and the Acquisition LoanAssignment are sometimes hereinafter collectively referred to as the “Assignment”;and

 

WHEREAS, the lien of theMortgage is further evidenced by UCC-1 Financing Statements from OriginalBorrower to Lender (hereinafter collectively referred to as the “FinancingStatements”); and

 

WHEREAS, Lender andOriginal Borrower entered into those three (3) certain Loan Agreements dated asof June 12, 2003 and evidencing the Loan (sometimes hereinaftercollectively referred to as the “Loan Agreement”); and

 

WHEREAS, OriginalGuarantors executed and delivered to Lender: (i) that certain Guaranty andSuretyship Agreement dated as of June 12, 2003 (the “Payment Guaranty”)and (ii) that certain Completion Guaranty dated as of June 12, 2003 (the “CompletionGuaranty”); and

 

WHEREAS, OriginalBorrower and Original Guarantors executed and delivered to Lender that certainEnvironmental Indemnity Agreement dated as of June 12, 2003 (hereinafterreferred to as the “Environmental Indemnity”); and

 

WHEREAS, the Mortgage,the Assignment and the Financing Statements are hereinafter collectivelyreferred to as the “Loan Documents”; and

 

WHEREAS, Borrower desiresto amend and restate the Note and to substitute in lieu thereof: (i) thatcertain Amended and Restated Building Loan Promissory Note of even dateherewith in the amount of $10,551,190 (hereinafter referred to as the “RestatedBuilding Loan Note”), (ii) that certain Amended and Restated Project LoanPromissory Note of even date herewith in the amount of $761,773 (hereinafterreferred to as the “Restated Project Loan Note”) and (iii) that certain Amendedand Restated Acquisition Loan Promissory Note of even date

 

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herewith in the amount of$9,447,037 (hereinafter referred to as the “Restated Acquisition Loan Note”);and

 

WHEREAS, the RestatedBuilding Loan Note, the Restated Project Loan Note and the Restated AcquisitionLoan Note are sometimes hereinafter collectively referred to as the “RestatedNote”); and

 

WHEREAS, Guarantor hasexecuted and delivered to Lender that certain Guaranty Agreement of even dateherewith (the “New Guaranty”) pursuant to which Guarantor guaranteed Borrower’spayment of all amounts due and owing under the Restated Note and the LoanDocuments; and

 

WHEREAS, OriginalBorrower desires to: (i) assign all of its rights, title and interest in and tothe Loan and all of its rights, liabilities, duties and obligations under theLoan Documents and the Environmental Indemnity to Borrower and (ii) be releasedfrom all such liabilities, duties and obligations; and

 

WHEREAS, Borrower desiresto assume all of Original Borrower’s liabilities, duties and obligations underthe Loan Documents and the Environmental Indemnity; and

 

WHEREAS, Guarantordesires to assume all of Original Guarantors’ liabilities, duties andobligations under the Environmental Indemnity; and

 

WHEREAS, Lender has: (i)consented to Original Borrower’s assignment of the Loan and all of its rights,liabilities, duties and obligations under the Loan Documents and theEnvironmental Indemnity to Borrower, (ii) consented to Borrower’s assumption ofall of Original Borrower’s liabilities, duties and obligations under the LoanDocuments and the Environmental Indemnity, (iii) agreed to release OriginalBorrower from such liabilities, duties and obligations, (iv) consented toGuarantor’s assumption of Original Guarantors’ liabilities, duties andobligations under the Environmental Indemnity and (v) agreed to releaseOriginal Guarantors from all liabilities, duties and obligations under theEnvironmental Indemnity, the Payment Guaranty and the Completion Guaranty.

 

NOW THEREFORE, for goodand valuable consideration, the receipt and legal sufficiency of which arehereby acknowledged, the parties hereto, intending to be legally bound hereby,agree as follows:

 

1.                                       Preambles.  The foregoing preambles are incorporatedherein by reference.

 

2.                                       Assignment. Original Borrower hereby assigns andtransfers to Borrower, from and after the date hereof, all of Original Borrower’srights, title and interest in and to the Loan and all of Original Borrower’srights, liabilities, duties and obligations under the Loan Documents and theEnvironmental Indemnity, all as modified hereunder.  Original Guarantors hereby assign and transferto Guarantor, from and after the date hereof, all of Original Guarantors’rights, liabilities, duties and obligations under the Environmental Indemnity.

 

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3.                                       Assumption.  Borrower hereby: (i) accepts the assignmentfrom Original Borrower, (ii) assumes, from and after the date hereof, all ofOriginal Borrower’s liabilities, duties and obligations under the LoanDocuments and the Environmental Indemnity, all as modified hereunder, and (iii)agrees to fully and faithfully perform, for the benefit of Lender and as of thedate hereof, all of the duties and obligations of Original Borrower under theLoan Documents and the Environmental Indemnity, all as modified hereunder, tothe extent and degree as if Borrower had been the original mortgagor under theMortgage and the original assignor, debtor or other respective obligor underthe other Loan Documents and the Environmental Indemnity.  It is understood and agreed that Borrower isnot and shall not be responsible for liabilities, duties and obligations underthe Loan Documents and the Environmental Indemnity, which, pursuant to theterms of the Loan Documents, were to be performed prior to the date hereof, orwhich arise out of events which occurred prior to the date hereof.

 

Guarantor hereby: (i)accepts the assignment from Original Guarantors, (ii) assumes, from and afterthe date hereof, all of Original Guarantors’ liabilities, duties andobligations under the Environmental Indemnity and (iii) agrees to fully andfaithfully perform, for the benefit of Lender and as of the date hereof, all ofthe liabilities, duties and obligations of Original Guarantors under theEnvironmental Indemnity, to the extent and degree as if Guarantor had been theoriginal indemnitor under the Environmental Indemnity.  It is understood and agreed that Guarantor isnot and shall not be responsible for liabilities, duties and obligations underthe Environmental Indemnity, which, pursuant to the terms thereof, were to beperformed prior to the date hereof, or which arise out of events which occurredprior to the date hereof.

 

4.                                       Release.  Lender hereby fully and forever releasesOriginal Borrower, as of the date hereof, from all of Original Borrower’sliabilities, duties and obligations under the Loan Documents and theEnvironmental Indemnity, which pursuant to the terms of the Loan Documents andthe Environmental Indemnity are to be performed on or after the date hereof, orwhich arise out of events which occur on or after the date hereof.  It is understood and agreed that OriginalBorrower is not and shall not be released from liabilities, duties andobligations under Paragraph 5 of the Mortgage and under the EnvironmentalIndemnity which, pursuant to the terms of the Loan Documents and theEnvironmental Indemnity, survive repayment of the Loan, assumption of the Loanor transfer of the Mortgaged Property.

 

Lender hereby fully andforever releases Original Guarantors, as of the date hereof, from all ofOriginal Guarantors’ liabilities, duties and obligations under theEnvironmental Indemnity which, pursuant to the terms thereof, are to beperformed on or after the date hereof, or which arise out of events which occuron or after the date hereof.  It isunderstood and agreed that Original Guarantors are not and shall not bereleased from liabilities, duties and obligations under the EnvironmentalIndemnity which, pursuant to the terms thereof, survive repayment of the Loan,assumption of the Loan or transfer of the Mortgaged Property.

 

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5.                                       Terminationof Loan Agreement.  Lender andOriginal Borrower hereby agree that the Loan Agreement and all of the parties’respective rights, duties, liabilities and obligations thereunder are herebyterminated and shall be null and void and of no further force and effect.

 

6.                                       Terminationof Payment Guaranty and Completion Guaranty.  Lender and Original Guarantors hereby agreethat the Payment Guaranty and the Completion Guaranty and all of the parties’respective rights, duties, liabilities and obligations thereunder are herebyterminated and shall be null and void and of no further force and effect.

 

7.                                       Modificationof Loan Documents.

 

A.                                   Referencesto Note.  The Building Loan Mortgageand the Building Loan Assignment are hereby modified and amended so that allreferences therein to the term “Note” shall mean the Restated Building LoanNote instead of the Building Loan Note.  TheProject Loan Mortgage and the Project Loan Assignment are hereby modified andamended so that all references therein to the term “Note” shall mean theRestated Project Loan Note instead of the Project Loan Note.  The Acquisition Loan Mortgage and the AcquisitionLoan Assignment are hereby modified and amended so that all references thereinto the term “Note” shall mean the Restated Acquisition Loan Note instead of theAcquisition Loan Note.  In addition, theMortgage is hereby further amended so that all references therein to the term “OtherFacility Notes” shall mean the respective Restated Notes.  The Environmental Indemnity is hereby modifiedand amended so that all references therein to the term “Note” shall mean theRestated Note instead of the Note.

 

B.                                     Referencesto Borrower.  The Mortgage, theAssignment and the Environmental Indemnity are hereby modified and amended sothat all respective references therein to the terms Borrower, Mortgagor,Assignor and any other respective term for the obligor thereunder shall meanBorrower, as defined in this Agreement.

 

C.                                     Referencesto Loan Documents.  The Mortgage, theAssignment and the Environmental Indemnity are hereby modified and amended so thatall references therein to those Loan Documents shall mean those documents as modifiedby this Agreement.

 

D.                                    Borrower’sAddress.  The Loan Documents arehereby modified and amended by deleting all references therein to OriginalBorrower’s address and substituting the following address for Borrower in lieuthereof:

 

2901 Butterfield Road

Oak Brook, Illinois 60523

Attention:  Steven Grimes,

Principal FinancialOfficer

 

E.                                      Referencesto Loan Agreement.  The Mortgage andthe Assignment are hereby modified and amended by deleting all referencestherein to the Loan Agreement.

 

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8.                                       FullForce and Effect.  The Mortgage, theAssignment and the Environmental Indemnity, as specifically assigned, assumedand modified hereby, shall remain otherwise unaffected and in full force and effectand, except as specifically set forth herein, this Agreement shall not limit,waive or modify any of Lender’s rights or Borrower’s liabilities, duties andobligations thereunder.

 

9.                                       Declarationof No Set-Offs.  As of the datehereof, Original Borrower and Borrower hereby certify that there are noset-offs, claims or defenses of any kind or nature, which they have or may haveagainst Lender that would reduce any of Borrower’s liabilities, duties andobligations under the Loan Documents.

 

10.                                 Borrower’sAffirmation and Certification.  Borrower hereby affirms each and every one ofBorrower’s liabilities, obligations and duties under the Loan Documents, all asassigned, assumed and modified hereby, and hereby agrees, acknowledges andcertifies to Lender: (i) that Borrower is authorized and empowered to execute,acknowledge and deliver this Agreement; (ii) that this Agreement, the RestatedNote and all of the Loan Documents constitute the valid and binding obligationsof Borrower, legally enforceable in accordance with their respective terms;(iii) that all of the representations and warranties set forth in the LoanDocuments are hereby adopted by Borrower as its own (except for representationsand warranties relating solely to Original Borrower), are and shall be therepresentations and warranties of Borrower to the extent and degree as ifBorrower had been the original maker of such representations and warranties,and are true and correct in all material respects on and as of the date hereof;and (iv) that the execution and delivery of this Agreement by Borrower willnot, to the best of Borrower’s knowledge, information and belief, result in aconflict or be in conflict with, or constitute a default under any instrument,document, decree, order, statute, rule or governmental regulation applicable toBorrower.

 

11.                                 Guarantor’sAffirmation and Certification. Guarantor hereby affirms each and every one of Guarantor’s liabilities,obligations and duties under the Environmental Indemnity, all as assigned,assumed and modified hereby, and hereby agrees, acknowledges and certifies toLender: (i) that Guarantor is authorized and empowered to executed, acknowledgeand deliver the New Guaranty and this Agreement, (ii) that, the New Guaranty,this Agreement and the Environmental Indemnity constitute the valid and bindingobligations of Guarantor, legally enforceable in accordance with theirrespective terms and (iii) that the execution and delivery of this Agreement byGuarantor will not, to the best of Guarantor’s knowledge, information andbelief, result in a conflict or be in conflict with, or constitute a defaultunder any instrument, document, decree, order, statute, rule or governmentalregulation applicable to Guarantor.

 

12.                                 Feesand Charges.  Borrower shall pay orcause to be paid to Lender, contemporaneously with the execution hereof, suchfees and charges as may be required in connection with the transactionevidenced hereby, including without limitation: (i) an assumption fee in theamount of $12,500, (ii) any fees or premiums due in connection with theissuance of a substitute title policy in form and substance satisfactory toLender and insuring the lien of the Mortgage, (iii) attorneys’ fees for Lender’scounsel, and (iv) recording and notary fees.

 

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13.                                 Successorsand Assigns.  This Agreement and theterms and conditions hereof, shall be binding upon and shall inure to thebenefit of the parties hereto and their respective heirs, personalrepresentatives, successors and assigns.

 

14.                                 LienPriority.  Nothing in this Agreementshall alter the lien priority created by the Mortgage.

 

15.                                 ApplicableLaw.  This Agreement (i) is and shallbe deemed made under, governed by and construed and enforced in accordance withthe internal law of the Commonwealth of Pennsylvania, except to the extent thatthe procedural laws of the State of New York shall apply to any actioncommenced by Lender in pursuit of its remedies hereunder or otherwise, (ii) isand shall be enforceable only in the State Courts of said Commonwealth with anaction commenced in the Court of Common Pleas of Allegheny County, and/or inthe Federal Courts of said Commonwealth with an action commenced in the UnitedStates District Court for the Western District of Pennsylvania, except to theextent that any action commenced by Lender in pursuit of its remedies hereunderor otherwise shall be enforceable in the State Courts and/or Federal Courts ofthe State of New York.

 

16.                                 Modifications.  This Agreement may not be changed, modifiedor amended, in whole or in part, except in writing, signed by all parties.

 

17.                                 Captions.  The captions preceding the text of theparagraphs of this Agreement are inserted only for convenience of reference andshall not constitute a part of this Agreement, nor shall they in any way affectits meaning, construction or effect.

 

18.                                 Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed to be an original, but all such counterpartsshall together constitute but one and the same instrument.

 

19.                                 Noteto Recorder.  The Suffolk CountyClerk is hereby requested and directed to note the recording of this Agreementin the margins of the Mortgages and the Assignments described in the recitalsof this Agreement.

 

**[SIGNATURESSET FORTH ON THE FOLLOWING PAGE]**

 

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IN WITNESS WHEREOF, thisAgreement has been duly signed and delivered by the undersigned as of the dayand year first above written.

 
|            |       | **LENDER:**                                                                |
|-----------------|------------|----------------------------------------------------------------------------|
|            |       |                                                                       |
| WITNESS:        |       | SKY BANK                                                                   |
|            |       |                                                                       |
|            |       |                                                                       |
| /s/ [ILLEGIBLE] |       | By:                                                                        |  /s/ John D. Fetsko |
|            |       |                                                                       | John D. Fetsko, Senior  Vice President |
|            |       |                                                                       |
| ** **      | ** ** | **BORROWER:**                                                              |
|            |       |                                                                       |
|            |       | INLAND WESTERN CORAM  PLAZA, L.L.C.,  a Delaware limited liability company |
|            |       |                                                                       |
|            |       |                                                                       |
| WITNESS:        |       | By:                                                                        | INLAND WESTERN RETAIL  REAL  ESTATE TRUST, INC., a Maryland  corporation and its sole member |
|            |       |                                                                       |
| /s/ [ILLEGIBLE] |       |                                                                       | By: | /s/  Valerie Medina |
|            |       |                                                                       | Name: | Valerie  Medina |
|            |       |                                                                       | Title: |   Asst.  Secretary |
|            |       |                                                                       |
| ** **      | ** ** | **GUARANTOR:**                                                             |
|            |       |                                                                       |
| WITNESS:        |       | INLAND WESTERN RETAIL  REAL ESTATE  TRUST, INC., a Maryland corporation    |
|            |       |                                                                       |
|            |       |                                                                       |
| /s/ [ILLEGIBLE] |       | By:                                                                        | /s/  Valerie Medina |
|            |       | Name:                                                                      | Valerie  Medina |
|            |       | Title:                                                                     |   Asst.  Secretary |
|            |       |                                                                       |
|            |       | **ORIGINAL  BORROWER:**                                                    |
|            |       |                                                                       |
| WITNESS:        |       | CORAM PROPERTY  DEVELOPMENT LLC,  a Delaware limited liability company     |
|            |       |                                                                       |
|            |       |                                                                       |
| /s/ [ILLEGIBLE] |       | By:                                                                        | /s/  Louis L. Ceruzzi, Jr. |
|            |       |                                                                       | Louis L. Ceruzzi, Jr.,  President |
|            |       |                                                                       |
| WITNESS:        | ** ** | **ORIGINAL  GUARANTORS:**                                                  |
|            | ** ** | ** **                                                                 |
| /s/ [ILLEGIBLE] |       | /s/  Louis L. Ceruzzi, Jr.                                            |
|            |       | Louis L. Ceruzzi, Jr.                                                      |
|            |       |                                                                       |
| /s/ [ILLEGIBLE] |       | /s/ Terese Ceruzzi                                                         |
|            |       | Terese Ceruzzi                                                             |
|                 |            |                                                                            |  |  |  |  |  |  |  |

 

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| STATE OF ILLINOIS | )                      |
|-------------------|------------------------|
|              | )   SS: |
| COUNTY OF DUPAGE  | )                      |

 

On this 21st dayof December, A.D., 2004, before me, a Notary Public in and for said State, theundersigned officer, personally appeared Valerie Medina, the Asst. Secretary of**INLAND WESTERN RETAIL REAL ESTATE TRUST,INC.,**a Maryland corporation and the sole member of **INLAND WESTERN CORAM PLAZA,****L.L.C.**, a Delaware limited liability company, known to me,or proved to me on the basis of satisfactory evidence, to be the person whosename is subscribed to the within instrument and acknowledged that he as suchofficer, being authorized to do so, executed the foregoing instrument as theAsst. Secretary of **INLAND WESTERN RETAIL REALESTATE TRUST, INC**., in its capacity as the sole member of **INLAND WESTERN CORAM PLAZA, L.L.C.,** for the purposes thereincontained, and that by his signature on the instrument, **INLANDWESTERN CORAM PLAZA, L.L.C.** executed the instrument.

 

IN WITNESS WHEREOF, Ihereunto set my hand and official seal.

 

 
|   | /s/ Elizabeth Ann  Irving |
|--------|---------------------------|
|   |                      | Notary Public |

 

| MY COMMISSION EXPIRES: | OFFICIAL SEAL  ELIZABETH ANN IRVING  NOTARY PUBLIC, STATE OF ILLINOIS  MY COMMISSION EXPIRES 11-14-2008 |   |
|------------------------|---------------------------------------------------------------------------------------------------------|--------|

 

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| STATE OF ILLINOIS | )                      |
|-------------------|------------------------|
|              | )   SS: |
| COUNTY OF DUPAGE  | )                      |

 

On this 21stday of December, A.D., 2004, before me, a Notary Public in and for said State,the undersigned officer, personally appeared Valerie Medina, the Asst.Secretary of **INLAND WESTERN RETAIL REALESTATE TRUST, INC.,**a Maryland corporation, personally known to me,or proved to me on the basis of satisfactory evidence, to be the person whosename is subscribed to the within instrument and acknowledged that he as suchofficer, being authorized to do so, executed the foregoing instrument as theAsst. Secretary of **INLAND WESTERN RETAIL REALESTATE TRUST, INC.,**for the purposes therein contained, and that by hissignature on the instrument, **INLAND WESTERNRETAIL REAL ESTATE TRUST,****INC**. executedthe instrument.

 

IN WITNESS WHEREOF, Ihereunto set my hand and official seal.

 

 
|   | /s/ Elizabeth Ann  Irving |
|--------|---------------------------|
|   |                      | Notary Public |

 

| MY COMMISSION EXPIRES: | OFFICIAL SEAL  ELIZABETH ANN IRVING  NOTARY PUBLIC, STATE OF ILLINOIS  MY COMMISSION EXPIRES 11-14-2008 |   |
|------------------------|---------------------------------------------------------------------------------------------------------|--------|

 

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| STATE OF CONNECTICUT | )                      |
|----------------------|------------------------|
|                 | )   SS: |
| COUNTY OF FAIRFIELD  | )                      |

 

On this 23 day ofDecember, A.D., 2004, before me, a Notary Public in and for said State, theundersigned officer, personally appeared **LOUIS****L. CERUZZI, JR.,**the President of **CORAM****PROPERTY DEVELOPMENTLLC,** a Delaware limited liability company, personally known to me,or proved to me on the basis of satisfactory evidence, to be the person whosename is subscribed to the within instrument and acknowledged that he as**such officer, being authorized to do so,executed the foregoing instrument as the President of **CORAM PROPERTY DEVELOPMENT LLC,**for thepurposes therein contained, and that by his signature on the instrument, **CORAM PROPERTY DEVELOPMENT LLC**executed theinstrument.

 

IN WITNESS WHEREOF, Ihereunto set my hand and official seal.

 

 
|   | /s/ Melany Rizzo |
|--------|------------------|
|   |             | Notary Public |

 

| MY COMMISSION EXPIRES: | MELANY RIZZO*NOTARY PUBLIC*MY COMMISSION EXPIRES APR. 30, 2005 |   |
|------------------------|----------------------------------------------------------------|--------|

 

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| COMMONWEALTH OF  PENNSYLVANIA | )                      |
|-------------------------------|------------------------|
|                          | )   SS: |
| COUNTY OF ALLEGHENY           | )                      |

 

On this 22ndday of December, A.D., 2004, before me, a Notary Public in and for said State,the undersigned officer, personally appeared **JOHND. FETSKO,** a Senior Vice President of **SKY BANK,**personally known to me or proved to me on the basisof satisfactory evidence to be the person whose name is subscribed to thewithin instrument and acknowledged that he executed the same as a Senior VicePresident of **SKY BANK**for thepurposes therein contained, and that by his signature on the instrument,  **SKY BANK**executedthe instrument.

 

IN WITNESS WHEREOF, Ihereunto set my hand and official seal.

 

 
|   | /s/ Paul R. Ketter, Jr. |          |
|--------|-------------------------|---------------|
|   |                    | Notary Public |
|        |                         |               |  |

 

| MY COMMISSION EXPIRES:                                                                                                                                                      |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                        |   |
|                                                                                                                                                                        |   |
| Notarial Seal  Paul R. Ketter, Jr., Notary Public  City of Pittsburgh, Allegheny County   My Commission Expires Aug. 10, 2008  Member, Pennsylvania Association Of Notaries |   |

 

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| STATE OF CONNECTICUT | )                      |
|----------------------|------------------------|
|                 | )   SS: |
| COUNTY OF FAIRFIELD  | )                      |

 

On this 23 day ofDecember, A.D., 2004, before me, a Notary Public in and for said State, theundersigned officer, personally appeared **LOUISL.****CERUZZI, JR.,**personally known tome or proved to me on the basis of satisfactory evidence to be the person whosename is subscribed to the within instrument and acknowledged that he executedthe same for the purposes herein contained.

 

IN WITNESS WHEREOF, Ihave hereunto set my hand and official seal.

 

 
|   | /s/ Melany Rizzo |          |
|--------|------------------|---------------|
|   |             | Notary Public |
|        |                  |               |  |

 

| MY COMMISSION EXPIRES: | MELANY RIZZO*NOTARY PUBLIC*MY COMMISSION EXPIRES APR. 30, 2005 |   |
|------------------------|----------------------------------------------------------------|--------|

 

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| STATE OF CONNECTICUT | )                      |
|----------------------|------------------------|
|                 | )   SS: |
| COUNTY OF FAIRFIELD  | )                      |

 

On this 23rdday of December, A.D., 2004, before me, a Notary Public in and for said State,the undersigned officer, personally appeared **TERESE****CERUZZI,**personally known to me orproved to me on the basis of satisfactory evidence to be the person whose name issubscribed to the within instrument and acknowledged that she executed the samefor the purposes herein contained.

 

IN WITNESS WHEREOF, Ihave hereunto set my hand and official seal.

 

 
|   | /s/ Melany Rizzo |          |
|--------|------------------|---------------|
|   |             | Notary Public |
|        |                  |               |  |

 

| MY COMMISSION EXPIRES: | MELANY RIZZO*NOTARY PUBLIC*MY COMMISSION EXPIRES APR. 30, 2005 |   |
|------------------------|----------------------------------------------------------------|--------|

 

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