Exhibit 10.91


 


SECURED PROMISSORY NOTE

LOAN NO.755086


 


 


	
  $8,535,000.00

  	
  June 8, 2006

  



 


1.         FOR
VALUE RECEIVED, INLAND AMERICAN SICKLERVILLE, L.L.C., a Delaware limited
liability company, as “Borrower” (“Borrower” to be construed as
“Borrowers” if the context so requires), hereby promises to pay to the order of
PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation (as “Lender”), the
principal sum of Eight Million Five Hundred Thirty Five Thousand and No/100
Dollars ($8,535,000.00) (the “Loan Amount”) or so much thereof as shall
from time to time have been advanced, together with interest on the unpaid
balance of said sum from June 8, 2006 (the “Closing Date”), at the rate
of five and 17/100 percent (5.17%) per annum.


 


A payment of
interest from the Closing Date to and including June 30, 2006 shall be paid on
the Closing Date calculated by multiplying the actual number of days elapsed in
the period for which interest is being calculated by a daily rate based on the
foregoing annual interest rate and a 360-day year. Thereafter, interest shall
be computed on the unpaid balance on the basis of a 360-day year composed of
twelve 30-day months. Beginning on August 1, 2006, interest shall be due and
payable in arrears in monthly installments of Thirty Six Thousand Seven Hundred
Seventy One and 62/100 Dollars ($36,771.62), with an installment in a like
amount due and payable on the same day of each month thereafter, except that
all remaining principal and interest to and including the date of payment and
other Indebtedness shall be due and payable on July 1, 2013 (“Maturity Date”)
or such earlier date resulting from the acceleration of the Indebtedness by
Lender. All principal and interest shall be paid in lawful money of the United
States of America by automated clearing house transfer through such bank or
financial institution as shall be approved in writing by Lender, shall be made
to an account designated by Lender, and shall be initiated by Lender or shall
be made in such other manner as Lender may direct from time to time. Any other
monthly deposits or payments Borrower is required to make to Lender under the
terms of the Loan Documents shall be made by the same payment method and on the
same date as the installments of interest due under this Note.


 


2.         No
privilege is reserved by Borrower to prepay any principal of this Note prior to
the Maturity Date, except in strict accordance with the provisions of the Loan
Agreement.


 


3.         Borrower
agrees that if Lender accelerates the whole or any part of the principal sum
evidenced hereby after the occurrence of an Event of Default, or applies any
proceeds pursuant to the provisions of the Loan Documents, Borrower waives any
right to prepay said principal sum in whole or in part without premium and
agrees to pay, as yield maintenance protection and not as a penalty, the Make
Whole Premium.


 


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Notwithstanding the
above, in the event any proceeds from a casualty or Taking of the Premises are
applied to reduce the principal balance hereof, such reduction shall be made
without a Make Whole Premium, provided no Event of Default then exists under
the Loan Documents.


 


4.         If
any payment of principal, interest, Make Whole Premium, or other Indebtedness
is not made when due, damages will be incurred by Lender, including additional
expense in handling overdue payments, the amount of which is difficult and
impractical to ascertain. Borrower therefore agrees to pay, upon demand, the
sum of four cents ($.04) for each one dollar ($1.00) of each said payment which
becomes overdue (“Late Charge”) as a reasonable estimate of the amount
of said damages, subject, however, to the limitations contained in paragraph 6
hereof.


 


Notwithstanding anything
hereinabove to the contrary, the Late Charge assessed on any amount due on the
Maturity Date but not then paid, whether or not by acceleration, shall not be
four cents for each one dollar as described above, but shall instead be a sum
equal to the interest which would have accrued on the principal balance then
outstanding from the date the payment is made to the end of the month in which
the Maturity Date occurs. Such Late Charge shall be in addition to interest
otherwise accruing under this Note.


 


5.         If
any Event of Default has occurred and is continuing under the Loan Documents,
the entire principal balance of the Loan, interest then accrued, and Make Whole
Premium, and all other Indebtedness whether or not otherwise then due, shall at
the option of Lender, become immediately due and payable without demand or notice,
and whether or not Lender has exercised said option, interest shall accrue on
the entire principal balance, interest then accrued, Make Whole Premium and any
other Indebtedness then due, at a rate equal to the Default Rate until fully
paid.


 


6.         Notwithstanding
anything herein or in any of the other Loan Documents to the contrary, no
provision contained herein or therein which purports to obligate Borrower to
pay any amount of interest or any fees, costs or expenses which are in excess
of the maximum permitted by applicable law, shall be effective to the extent it
calls for the payment of any interest or other amount in excess of such
maximum. All agreements between Borrower and Lender, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no
contingency, whether by reason of demand for payment or acceleration of the
maturity hereof or otherwise, shall the interest contracted for, charged or
received by Lender exceed the maximum amount permissible under applicable law.
If, from any circumstance whatsoever, interest would otherwise be payable to
Lender in excess of the maximum lawful amount, the interest payable to Lender
shall be reduced to the maximum amount permitted under applicable law; and if
from any circumstance Lender shall ever receive anything of value deemed
interest by applicable law in excess of the maximum lawful amount, an amount
equal to any excessive interest shall, at the option of Lender, be refunded to
Borrower or be applied to the reduction of the principal hereof, without a Make
Whole Premium and not to the payment of interest or, if such excessive interest
exceeds the unpaid balance of principal hereof such excess shall be refunded to
Borrower. This paragraph shall control all agreements between Borrower and
Lender.


 


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7.         Borrower
and any endorsers or guarantors waive presentment, protest and demand, notice
of protest, demand and dishonor and nonpayment, and agree the Maturity Date of
this Note or any installment may be extended without affecting any liability
hereunder, and further promise to pay all reasonable costs and expenses,
including but not limited to, reasonable attorney’s fees incurred by Lender in
connection with any default or in any proceeding to interpret and/or enforce
any provision of the Loan Documents. No release of Borrower from liability
hereunder shall release any other maker, endorser or guarantor hereof.


 


8.         This
Note is secured by the Loan Documents creating among other things legal and
valid encumbrances on and an assignment of all of Borrower’s interest in any
Leases of the Premises located in the county of Camden, state of New Jersey.
Any default in the covenants and conditions of the Loan Documents (which
covenants and conditions are made a part hereof as though set forth herein at
length), shall be a default under this Note. Capitalized terms used herein and
not otherwise defined shall have those meanings given to them in the Loan
Documents. In no event shall such documents be construed inconsistently with
the terms of this Note, and in the event of any discrepancy between any such
documents and this Note, the terms hereof shall govern. The proceeds of this
Note are to be used for business, commercial, investment or other similar
purposes, and no portion thereof will be used for any personal, family or
household use. This Note shall be governed by and construed in accordance with
the laws of the State where the Premises is located, without regard to its
conflict of law principles.


 


9.         Notwithstanding
any provision to the contrary in this Note or the Loan Documents and except as
otherwise provided for below, the liability of Borrower under the Loan
Documents shall be limited to the interest of Borrower in the Premises and the
Rents. In the event of foreclosure of the liens evidenced by the Loan
Documents, no judgment for any deficiency upon the Indebtedness evidenced by
the Loan Documents shall be sought or obtained by Lender against Borrower.
Nothing herein shall in any manner limit or impair (i) the lien or enforcement
of the Loan Documents pursuant to the terms thereof or (ii) the obligations of
any indemnitor or guarantor, if any.


 


Notwithstanding
any provision hereinabove to the contrary, Borrower shall be personally liable
to Lender for:


 


(a)       any
loss or damage to Lender arising from (i) the sale or forfeiture of the
Premises resulting from Borrower’s failure to pay any of the taxes, assessments
or charges specified in the Loan Documents or (ii) Borrower’s failure to insure
the Premises in compliance with the provisions of the Loan Documents;


 


(b)      any
event or circumstance for which Borrower indemnifies Lender under the
Environmental Indemnity;


 


(c)       nonpayment
of taxes, assessments, insurance premiums and utilities for the Premises and
any penalty or late charge associated with nonpayment thereof;


 


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(d)      material
failure to manage, operate, and maintain the Premises in a commercially
reasonable manner for similar property types in the surrounding geographic
area;


 


(e)       any
sums expended by Lender in fulfilling the obligations of Borrower as lessor
under any Lease of the Premises prior to a sale of the Premises pursuant to
foreclosure or power of sale, a bona fide sale (permitted by the terms of
paragraph 2(f) of the Mortgage (it being agreed that “Mortgage” as used herein
shall be construed to mean “mortgage” or “deed of trust” or “trust deed” as the
context so requires) or consented to in writing by Lender) to an unrelated third
party or upon conveyance to Lender of the Premises by a deed acceptable to
Lender in form and content (each of which shall be referred to as a “Sale” for
purposes of this paragraph) or expended by Lender after a Sale of the Premises
for obligations of Borrower which arose prior to a Sale of the Premises;


 


Borrower’s personal
liability for items specified in (c), (d) and (e) above shall be limited to the
amount of rents, issues, proceeds and profits from the Premises (“Rents and
Profits”) received by Borrower for the twelve (12) months preceding an Event of
Default and thereafter; but less any such Rents and Profits applied to (A)
payment of principal, interest and other charges when due under the Loan
Documents, or (B) payment of expenses for the operation, maintenance, taxes,
assessments, utility charges and insurance of the Premises including sufficient
reserves for the same or replacements or renewals thereof (“Operation
Expense(s)”) provided that (x) Borrower has furnished Lender with evidence
reasonably satisfactory to Lender of the Operation Expenses and payment
thereof, and (y) any payments to parties related to Borrower shall be
considered an Operation Expense only to the extent that the amount expended for
the Operation Expense does not exceed the then current market rate for such
Operation Expense.


 


(f)       any
rents or other income regardless of type or source of payment or other
considerations in lieu thereof (including, but not limited to, common area
maintenance charges, lease termination payments, refunds of any type,
prepayment of rents, settlements of litigation, or settlements of past due
rents) from the Premises which Borrower has received or will receive after an
Event of Default under the Loan Documents which are not applied to (A) payment of
principal, interest and other charges when due under the Loan Documents or (B)
payment of Operation Expenses provided that (x) Borrower has furnished Lender
with evidence reasonably satisfactory to Lender of the Operation Expenses and
payment thereof, and (y) any payments to parties related to Borrower shall be
considered an Operation Expense only to the extent that the amount expended for
the Operation Expense does not exceed the then current market rate for such
Operation Expense;


 


(g)      any
security deposits of tenants not otherwise applied in accordance with the terms
of the Lease(s), together with any interest on such security deposits


 


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required by law or the
leases, not turned over to Lender upon conveyance of the Premises to Lender
pursuant to foreclosure or power of sale or by a deed acceptable to Lender in
form and content;


 


(h)      misapplication
or misappropriation of tax reserve accounts, tenant improvement reserve
accounts, security deposits, prepaid rents or other similar sums paid to or
held by Borrower or any other entity or person in connection with the operation
of the Premises;


 


(i)        any
insurance or condemnation proceeds or other similar funds or payments applied
by Borrower in a manner other than as expressly provided in the Loan Documents;
and


 


(j)        any
loss or damage to Lender arising from any fraud or willful misrepresentation by
or on behalf of Borrower, Interest Owner or any guarantor regarding the
Premises, the making or delivery of any of the Loan Documents or in any
materials or information provided by or on behalf of Borrower, Interest Owner
or guarantor, if any, in connection with the Loan.


 


Notwithstanding anything
contained in paragraphs 9(a)(i) and 9(c) hereinabove as it relates solely to
taxes, assessments and insurance premiums, to the extent Lender is impounding
for taxes, assessments and insurance premiums in accordance with the Loan
Documents and Borrower has fully complied with all terms and conditions of the
Loan Documents relating to impounding for the same, then Borrower shall not be
personally liable for Lender’s failure to apply any of said impound amounts
held by Lender in accordance with the Loan Documents.


 


Notwithstanding anything
to the contrary in the Loan Documents, the limitation on liability contained in
the first paragraph of this paragraph 9 SHALL BECOME NULL AND VOID and shall be
of no further force and effect in the event:


 


(x)       of
any breach or violation of paragraph 2(f) (due on sale or encumbrance) of the
Mortgage, other than (i) the filing of a nonmaterial mechanic’s lien affecting
the Premises or a mechanic’s lien affecting the Premises for which Borrower has
complied with the provisions of paragraph l(e) of the Mortgage, or (ii) the
granting of any utility or other nonmaterial easement or servitude burdening
the Premises, or (iii) any transfer or encumbrance of a nonmaterial economic
interest in the Premises not otherwise set forth in (i) or (ii): or


 


(y)       of
any filing by Borrower of a petition in bankruptcy or insolvency or a petition
or answer seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the


 


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Bankruptcy laws of the
United States or under any other applicable federal, state or other statute or
law.


 


10.       If
more than one, all obligations and agreements of Borrower are joint and
several.


 


11.       This
Note may not be changed or terminated orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought. All of the rights, privileges and
obligations hereunder shall inure to the benefit of the heirs, successors and
assigns of Lender and shall bind the heirs and permitted successors and assigns
of Borrower.


 


12.       Borrower
irrevocably appoints each and every owner, partner and/or officer of Borrower
as its attorneys upon whom may be served, by regular or certified mail at
Borrower’s address set forth in the Mortgage, any notice, process or pleading
in any action or proceeding against it arising out of or in connection with
this Note or any other Loan Document; and Borrower hereby consents that any
action or proceeding against it be commenced and maintained in any court within
the State of New Jersey by service of process on any such owner, partner and/or
officer; and Borrower agrees that the courts of such State shall have
jurisdiction with respect to the subject matter hereof and the person of
Borrower and all collateral securing the obligations of Borrower. Borrower
agrees not to assert any defense to any action or proceeding initiated by
Lender based upon improper venue or inconvenient forum.


 


13.       This
Note shall be governed by and construed in accordance with the substantive laws
of the state of New Jersey without reference to conflict of laws principles.


 


14.       If
any provision of this Note shall, for any reason, be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof, but this Note shall be construed as if such invalid or
unenforceable provision had never been contained herein.


 


15.       This
Note may be executed in counterparts, each of which shall be deemed an
original; and such counterparts when taken together shall constitute but one
agreement.


 


IN WITNESS
WHEREOF, Borrower intending to be legally bound, has caused this Note to be
duly executed and delivered as of the date first above written.


 


REMAINDER
OF PAGE INTENTIONALLY BLANK

(Signatures on next page)


 


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SIGNATURE
PAGE OF BORROWER TO


SECURED
PROMISSORY NOTE


 


	
   

  	
   

  	
  INLAND AMERICAN
  SICKLERVILLE, L.L.C., a

  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  Inland American Ceruzzi
  Sicklerville Member,

  L.L.C., a Delaware limited liability company, Sole

  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  Inland American
  Sicklerville Member II,

  L.L.C., a Delaware limited liability

  company, Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  Inland American Real
  Estate Trust,

  Inc., a Maryland corporation, Sole

  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   /s/ Valerie Medina

  	
   

  
	
  /s/ Ruth E.
  Winter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   Valerie Medina

  	
   

  
	
  Ruth E. Winter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [CORPORATE SEAL]

  	
   

  
												



 


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