Exhibit
10.508


 


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., a
Delaware limited liability company (hereinafter referred to as “Borrower”).  INLAND
WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
(hereinafter referred to as “Guarantor”), CORAM
PROPERTY DEVELOPMENT LLC, a Delaware limited liability company
(hereinafter referred to as “Original Borrower”), LOUIS L. CERUZZI, JR. and TERESE
CERUZZI, husband and wife (hereinafter collectively referred to as “Original
Guarantors”) and SKY BANK (hereinafter
referred to as “Lender”).


 


WITNESSETH:


 


WHEREAS, Original
Borrower executed and delivered to Lender: (i) that certain Building Loan
Promissory Note dated June 12, 2003 (hereinafter referred to as the “Building
Loan Note”) in the original principal amount of $10,551,190, (ii) that certain
Project Loan Promissory Note dated June 12, 2003 (hereinafter referred to
as 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 original
principal amount of $9,447,037; and


 


WHEREAS, the Building
Loan Note, the Project Loan Note and the Acquisition Loan Note are sometimes
hereinafter collectively referred to as the “Note” and the loans evidenced by
the Note are hereinafter collectively referred to as the “Loan”; and


 


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


 


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


 





















 


WHEREAS, the Building
Loan Mortgage, the Project Loan Mortgage and the Acquisition Loan Mortgage are
sometimes hereinafter collectively referred to as the “Mortgage”; and


 


WHEREAS, as additional
security for the Note,  Original Borrower
executed and delivered to Lender: (i) that certain Building Loan Assignment of
Rents, Leases and Lease Guaranty dated as of June 12, 2003 (hereinafter
referred to as the “Building Loan Assignment”), recorded in the Suffolk County
Clerk Records Office in Liber D         ,
page          and encumbering
the Mortgaged Property, (ii) that certain Project Loan Assignment of Rents,
Leases and Lease Guaranty dated as of June 12, 2003 (hereinafter referred
to as the “Project Loan Assignment”), recorded in the Suffolk County Clerk
Records Office in Liber D00012290, page 506 and encumbering the Mortgaged
Property, and (iii) that certain Acquisition Loan Assignment of Rents, Leases
and Lease Guaranty dated as of June 12, 2003 (hereinafter referred to as
the “Acquisition Loan Assignment”), recorded in the Suffolk County Clerk
Records Office in Liber D00012290, page 507 and encumbering the Mortgaged
Property; and


 


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


 


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


 


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


 


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


 


WHEREAS, Original
Borrower and Original Guarantors executed and delivered to Lender that certain
Environmental Indemnity Agreement dated as of June 12, 2003 (hereinafter
referred to as the “Environmental Indemnity”); and


 


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


 


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


 


2





















 


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


 


WHEREAS, the Restated
Building Loan Note, the Restated Project Loan Note and the Restated Acquisition
Loan Note are sometimes hereinafter collectively referred to as the “Restated
Note”); and


 


WHEREAS, Guarantor has
executed and delivered to Lender that certain Guaranty Agreement of even date
herewith (the “New Guaranty”) pursuant to which Guarantor guaranteed Borrower’s
payment of all amounts due and owing under the Restated Note and the Loan
Documents; and


 


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


 


WHEREAS, Borrower desires
to assume all of Original Borrower’s liabilities, duties and obligations under
the Loan Documents and the Environmental Indemnity; and


 


WHEREAS, Guarantor
desires to assume all of Original Guarantors’ liabilities, duties and
obligations 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 the
Environmental Indemnity to Borrower, (ii) consented to Borrower’s assumption of
all of Original Borrower’s liabilities, duties and obligations under the Loan
Documents and the Environmental Indemnity, (iii) agreed to release Original
Borrower from such liabilities, duties and obligations, (iv) consented to
Guarantor’s assumption of Original Guarantors’ liabilities, duties and
obligations under the Environmental Indemnity and (v) agreed to release
Original Guarantors from all liabilities, duties and obligations under the
Environmental Indemnity, the Payment Guaranty and the Completion Guaranty.


 


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


 


1.                                       Preambles.  The foregoing preambles are incorporated
herein by reference.


 


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


 


3





















 


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


 


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


 


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


 


Lender hereby fully and
forever releases Original Guarantors, as of the date hereof, from all of
Original Guarantors’ liabilities, duties and obligations under the
Environmental Indemnity which, pursuant to the terms thereof, are to be
performed on or after the date hereof, or which arise out of events which occur
on or after the date hereof.  It is
understood and agreed that Original Guarantors are not and shall not be
released from liabilities, duties and obligations under the Environmental
Indemnity which, pursuant to the terms thereof, survive repayment of the Loan,
assumption of the Loan or transfer of the Mortgaged Property.


 


4





















 


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


 


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


 


7.                                       Modification
of Loan Documents.


 


A.                                   References
to Note.  The Building Loan Mortgage
and the Building Loan Assignment are hereby modified and amended so that all
references therein to the term “Note” shall mean the Restated Building Loan
Note instead of the Building Loan Note.  The
Project Loan Mortgage and the Project Loan Assignment are hereby modified and
amended so that all references therein to the term “Note” shall mean the
Restated Project Loan Note instead of the Project Loan Note.  The Acquisition Loan Mortgage and the Acquisition
Loan Assignment are hereby modified and amended so that all references therein
to the term “Note” shall mean the Restated Acquisition Loan Note instead of the
Acquisition Loan Note.  In addition, the
Mortgage is hereby further amended so that all references therein to the term “Other
Facility Notes” shall mean the respective Restated Notes.  The Environmental Indemnity is hereby modified
and amended so that all references therein to the term “Note” shall mean the
Restated Note instead of the Note.


 


B.                                     References
to Borrower.  The Mortgage, the
Assignment and the Environmental Indemnity are hereby modified and amended so
that all respective references therein to the terms Borrower, Mortgagor,
Assignor and any other respective term for the obligor thereunder shall mean
Borrower, as defined in this Agreement.


 


C.                                     References
to Loan Documents.  The Mortgage, the
Assignment and the Environmental Indemnity are hereby modified and amended so that
all references therein to those Loan Documents shall mean those documents as modified
by this Agreement.


 


D.                                    Borrower’s
Address.  The Loan Documents are
hereby modified and amended by deleting all references therein to Original
Borrower’s address and substituting the following address for Borrower in lieu
thereof:


 


2901 Butterfield Road


Oak Brook, Illinois 60523


Attention:  Steven Grimes,


Principal Financial
Officer


 


E.                                      References
to Loan Agreement.  The Mortgage and
the Assignment are hereby modified and amended by deleting all references
therein to the Loan Agreement.


 


5





















 


8.                                       Full
Force and Effect.  The Mortgage, the
Assignment and the Environmental Indemnity, as specifically assigned, assumed
and modified hereby, shall remain otherwise unaffected and in full force and effect
and, except as specifically set forth herein, this Agreement shall not limit,
waive or modify any of Lender’s rights or Borrower’s liabilities, duties and
obligations thereunder.


 


9.                                       Declaration
of No Set-Offs.  As of the date
hereof, Original Borrower and Borrower hereby certify that there are no
set-offs, claims or defenses of any kind or nature, which they have or may have
against Lender that would reduce any of Borrower’s liabilities, duties and
obligations under the Loan Documents.


 


10.                                 Borrower’s
Affirmation and Certification.  Borrower hereby affirms each and every one of
Borrower’s liabilities, obligations and duties under the Loan Documents, all as
assigned, assumed and modified hereby, and hereby agrees, acknowledges and
certifies to Lender: (i) that Borrower is authorized and empowered to execute,
acknowledge and deliver this Agreement; (ii) that this Agreement, the Restated
Note and all of the Loan Documents constitute the valid and binding obligations
of Borrower, legally enforceable in accordance with their respective terms;
(iii) that all of the representations and warranties set forth in the Loan
Documents are hereby adopted by Borrower as its own (except for representations
and warranties relating solely to Original Borrower), are and shall be the
representations and warranties of Borrower to the extent and degree as if
Borrower 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 will
not, to the best of Borrower’s knowledge, information and belief, result in a
conflict or be in conflict with, or constitute a default under any instrument,
document, decree, order, statute, rule or governmental regulation applicable to
Borrower.


 


11.                                 Guarantor’s
Affirmation 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 to
Lender: (i) that Guarantor is authorized and empowered to executed, acknowledge
and deliver the New Guaranty and this Agreement, (ii) that, the New Guaranty,
this Agreement and the Environmental Indemnity constitute the valid and binding
obligations of Guarantor, legally enforceable in accordance with their
respective terms and (iii) that the execution and delivery of this Agreement by
Guarantor will not, to the best of Guarantor’s knowledge, information and
belief, result in a conflict or be in conflict with, or constitute a default
under any instrument, document, decree, order, statute, rule or governmental
regulation applicable to Guarantor.


 


12.                                 Fees
and Charges.  Borrower shall pay or
cause to be paid to Lender, contemporaneously with the execution hereof, such
fees and charges as may be required in connection with the transaction
evidenced hereby, including without limitation: (i) an assumption fee in the
amount of $12,500, (ii) any fees or premiums due in connection with the
issuance of a substitute title policy in form and substance satisfactory to
Lender and insuring the lien of the Mortgage, (iii) attorneys’ fees for Lender’s
counsel, and (iv) recording and notary fees.


 


6





















 


13.                                 Successors
and Assigns.  This Agreement and the
terms and conditions hereof, shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.


 


14.                                 Lien
Priority.  Nothing in this Agreement
shall alter the lien priority created by the Mortgage.


 


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


 


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


 


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


 


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


 


19.                                 Note
to Recorder.  The Suffolk County
Clerk is hereby requested and directed to note the recording of this Agreement
in the margins of the Mortgages and the Assignments described in the recitals
of this Agreement.


 


[SIGNATURES
SET FORTH ON THE FOLLOWING PAGE]


 


7





















 


IN WITNESS WHEREOF, this
Agreement has been duly signed and delivered by the undersigned as of the day
and 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

  
										



 


8





















 




	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  )   SS:

  
	
  COUNTY OF DUPAGE

  	
  )

  






 


On this 21st day
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 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 whose
name is subscribed to the within instrument and acknowledged that he as such
officer, being authorized to do so, executed the foregoing instrument as the
Asst. Secretary of INLAND WESTERN RETAIL REAL
ESTATE TRUST, INC., in its capacity as the sole member of INLAND WESTERN CORAM PLAZA, L.L.C., for the purposes therein
contained, and that by his signature on the instrument, INLAND
WESTERN CORAM PLAZA, L.L.C. executed the instrument.


 


IN WITNESS WHEREOF, I
hereunto 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

  	
   

  






 





















 




	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  )   SS:

  
	
  COUNTY OF DUPAGE

  	
  )

  






 


On this 21st
day 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 REAL
ESTATE TRUST, INC., a Maryland corporation, personally known to me,
or proved to me on the basis of satisfactory evidence, to be the person whose
name is subscribed to the within instrument and acknowledged that he as such
officer, being authorized to do so, executed the foregoing instrument as the
Asst. Secretary of INLAND WESTERN RETAIL REAL
ESTATE TRUST, INC., for the purposes therein contained, and that by his
signature on the instrument, INLAND WESTERN
RETAIL REAL ESTATE TRUST, INC. executed
the instrument.


 


IN WITNESS WHEREOF, I
hereunto 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

  	
   

  






 





















 




	
  STATE OF CONNECTICUT

  	
  )

  
	
   

  	
  )   SS:

  
	
  COUNTY OF FAIRFIELD

  	
  )

  






 


On this 23 day of
December, A.D., 2004, before me, a Notary Public in and for said State, the
undersigned officer, personally appeared LOUIS  L. CERUZZI, JR., the President of CORAM  PROPERTY DEVELOPMENT
LLC, a Delaware limited liability company, personally known to me,
or proved to me on the basis of satisfactory evidence, to be the person whose
name 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 the
purposes therein contained, and that by his signature on the instrument, CORAM PROPERTY DEVELOPMENT LLC executed the
instrument.


 


IN WITNESS WHEREOF, I
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

  	
   

  






 





















 




	
  COMMONWEALTH OF
  PENNSYLVANIA

  	
  )

  
	
   

  	
  )   SS:

  
	
  COUNTY OF ALLEGHENY

  	
  )

  






 


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


 


IN WITNESS WHEREOF, I
hereunto 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

  	
   

  






 





















 




	
  STATE OF CONNECTICUT

  	
  )

  
	
   

  	
  )   SS:

  
	
  COUNTY OF FAIRFIELD

  	
  )

  






 


On this 23 day of
December, A.D., 2004, before me, a Notary Public in and for said State, the
undersigned officer, personally appeared LOUIS
L. CERUZZI, JR., personally known to
me or proved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes herein contained.


 


IN WITNESS WHEREOF, I
have 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

  	
   

  






 





















 


 




	
  STATE OF CONNECTICUT

  	
  )

  
	
   

  	
  )   SS:

  
	
  COUNTY OF FAIRFIELD

  	
  )

  






 


On this 23rd
day 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 or
proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged that she executed the same
for the purposes herein contained.


 


IN WITNESS WHEREOF, I
have 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