Exhibit 10.91
SECURED PROMISSORY NOTE
LOAN NO.755086
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$8,535,000.00
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June 8, 2006
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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 c
