Attached files

file filename
8-K - 8-K - InvenTrust Properties Corp.a12-15831_18k.htm
EX-10.1 - EX-10.1 - InvenTrust Properties Corp.a12-15831_1ex10d1.htm
EX-10.3 - EX-10.3 - InvenTrust Properties Corp.a12-15831_1ex10d3.htm
EX-10.2 - EX-10.2 - InvenTrust Properties Corp.a12-15831_1ex10d2.htm

Exhibit 10.4

 

EXECUTION VERSION

 

MASTER MANAGEMENT AGREEMENT

 

THIS MASTER MANAGEMENT AGREEMENT (this “Agreement”), dated as of July 1, 2012, is entered into by and between INLAND AMERICAN REAL ESTATE TRUST, INC., a Maryland corporation (the “Company”), and INLAND AMERICAN RETAIL MANAGEMENT LLC, a Delaware limited liability company (the “Property Manager”).

 

WITNESSETH:

 

WHEREAS, the Company intends to operate as a “real estate investment trust” (a “REIT”), as defined in Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for federal and state income tax purposes and expects to make investments in real estate assets of the type permitted to be made by REITs under the Code and otherwise in accordance with the Articles of Incorporation and Bylaws of the Company; and

 

WHEREAS, the properties managed pursuant to this Agreement shall consist of retail facilities, including certain bank branch facilities, a list of which is attached hereto as Exhibit A (such investments included on Exhibit A being referred to herein collectively as the “Properties” and individually as a “Property”); and

 

WHEREAS, the Company desires to have the Property Manager manage certain Properties (as defined below) which are or will be owned by affiliates of the Company (such affiliates being referred to herein collectively as the “Property Owners” and individually as a “Property Owner”), and the Property Manager is willing to manage those Properties, on the terms and conditions herein set forth.

 

NOW THEREFORE, in consideration of the mutual covenants and conditions herein set forth, the parties hereto agree as follows:

 

1.                                      Effective Date.  Effective as of July 1, 2012, the Company hereby retains, on behalf of the Property Owners, the Property Manager to manage certain retail Properties, including certain bank branch facilities, located in the United States and Canada (collectively, the “Territory”).  This Agreement is not an exclusive management agreement and the Property Manager acknowledges and agrees that the Company (whether or not through the Property Owners) may engage other management companies to manage Properties within the Territory.

 

2.                                      Terms and Conditions.

 

(a)                                 The engagement of the Property Manager for any Property shall be pursuant to the terms and conditions of a separate management agreement in substantially the form attached hereto as Exhibit B (the “Management Agreement”) between the Property Manager and the applicable Property Owner.   Each Property identified on Exhibit A is identified as either a multi-tenant or single-tenant site or a bank branch facility for purposes of identifying the applicable monthly management fee rate for each Property.  Exhibit A will be amended to include any Properties acquired after the date of this Agreement as either a multi-tenant or single tenant site or a bank branch facility, and

 

1



 

each such Property shall become subject to this Agreement and a separate Management Agreement.

 

(b)                                 Each Property Owner shall be obligated to pay the Property Manager, as a monthly management fee, an amount equal to:

 

(i)                                     4.50% of the Gross Income (as hereafter defined) of the Property to be managed, if the Property is a multi-tenant site,

 

(ii)                                  2.90% of the Gross Income of the Property to be managed, if the Property is a single-tenant site, or

 

(iii)                               2.50% of the Gross Income of the Property to be managed, if the Property is a bank branch facility.

 

(iv)                              For purposes hereof, “Gross Income” means all rents, assessments and other items, including, but not limited to the following, to the extent applicable: the aggregate amount of any and all tenant payments for real estate taxes, property liability and other insurance, damages and repairs, common area maintenance, tax reduction fees and all other tenant reimbursements, administrative charges, proceeds of rental interruption insurance, parking fees, income from coin operated machines and other miscellaneous income collected by or paid to Property Manager.  For purposes of calculating the management fee, Gross Income specifically includes late rent administrative charges, non-negotiable check charges, credit report fees, subleasing administrative charges, and all administrative charges actually collected from tenants in connection with annual common area maintenance reconciliations and tenant charge backs for same.

 

(c)                                  The management fee for each Property shall be set forth in the Management Agreement for each Property.  If the Property Manager or the Company, on behalf of a Property Owner, reasonably determines that a Property has changed its classification as either a single-tenant site or multi-tenant site or a bank branch facility, it shall notify the other party in writing.  If the parties mutually agree that the classification has changed, the parties will amend the Management Agreement to reflect a change in the management fee.

 

(d)                                 Property Manager hereby covenants and agrees that (i) subject to the reimbursement obligations set forth below, the Property Manager shall perform services requested by the Company, the Board of Directors of the Company or a Property Owner in connection with any direct or indirect sale of a Property in addition to those set forth in this Agreement and (ii) Property Manager shall cooperate with the Company and each applicable Property Owner, as applicable, in connection with such sale of a Property.

 

(e)                                  Each Property Owner shall reimburse the Property Manager for all reasonable out of pocket costs and expenses actually incurred by Property Manager for services performed in connection with a sale of a Property.  Such costs and expenses shall include, but not be limited to costs for consultants and/or temporary employees engaged

 

2



 

to assist in the sale process, and severance packages or stay bonuses paid to those employees of Property Manager that contribute to the maintenance, operation, repair and other services being rendered at the Property.  Such costs and expenses shall not include corporate salary allocations or employee costs not normally reimbursed pursuant to the Management Agreements.  Severance packages and stay bonuses will not be reimbursed for any employees of Property Manager other than those rendering services at the applicable Property, including for the avoidance of doubt any senior executive of the Property Manager. All of the costs and expenses described in this subsection shall be reimbursed to Property Manager regardless of whether a sale occurs.

 

(f)                                   The following guidelines shall apply to reimbursement for severance packages and stay bonuses:

 

(i)                                     Up to one week of severance pay will be reimbursed for each one year of service.

 

(ii)                                  Stay bonuses will only be reimbursed for key employees, and reimbursement will be limited to approximately ten percent (10%) of the key employee’s base annual pay.

 

(iii)                               Property Manager agrees to provide an estimate of reimbursable severance payments and stay bonuses for the remainder of the 2012 calendar year to the applicable Property Owner, the Company and the Company’s Board of Directors within 30 days of the date of this Agreement and for the 2013 calendar year during the fourth quarter of the 2012 calendar year.  Such estimates shall be subject to the reasonable approval of the Company’s Board.  Property Manager will provide a quarterly update to the Property Owner, the Company and the Company’s Board of Directors as to reimbursable severance payments and stay bonuses actually paid and shall not be entitled to reimbursement for any amounts in excess of such estimates without the prior written approval of the Company’s Board of Directors.

 

(g)                                  Subject to the terms of this Agreement, Property Manager covenants and agrees to comply with and implement, as applicable, any direction or strategic plan approved by the Company’s Board of Directors.

 

(h)                                 Notwithstanding the foregoing, the Property Manager, the Company and the applicable Property Owner may mutually agree to vary the terms of a Management Agreement for any Property, provided any increase in or addition of fees and/or reimbursements, limitation or modification with respect to reporting, or modification of the term or any termination rights, in each instance, shall be subject to the prior approval of the Company’s Board of Directors.

 

3.                                      Termination.

 

(a)                                 Subject to Sections 3(b), 3(c) and 3(d) and to the renewal option described below, the term of this Agreement shall commence as of the date of this Agreement and expire on December 31, 2013.  The Term shall automatically be renewed until June 30,

 

3



 

2015, unless either party delivers written notice to the other party canceling this Agreement (a “Termination Notice”).  In order to be effective, a Termination Notice must be delivered before June 30, 2013.  If a Termination Notice is not delivered before such date, the Termination Notice shall not be effective, and the Term shall automatically be extended without further action by the parties.  If this Agreement is terminated pursuant to Subsections 3(b), 3(c) or 3(d) or a Termination Notice is given, all Management Agreements shall terminate effective as of the date of termination of this Agreement.

 

(b)                                 Notwithstanding Section 3(a) above, the Company shall have the right to terminate this Agreement under the following circumstances:

 

(i)                                     Property Manager engages in any act of fraud, misappropriation of funds or embezzlement or Property Manager commits any act of gross negligence or willful misconduct in the performance of its obligations under this Agreement; provided, however, if such conduct is committed by any individual other than any senior executive, the Company shall have no right to exercise such termination right if the Property Manager immediately terminates or causes the termination of such individual from employment and makes the Company, the Property Owner and the Property whole for the actual financial loss resulting from such conduct.

 

(ii)                                  The Property Manager commits a material breach of any representation, warranty, term, covenant or condition set forth in this Agreement and such breach is not cured within thirty (30) days after written notice from the Company to the Property Manager.   The notice shall specify the nature of the breach in reasonable detail.  Notwithstanding the foregoing, if the Property Manager has promptly commenced to cure the breach within the initial 30-day period and is diligently pursuing the cure to completion, the Property Manager shall have, to the extent necessary, an additional thirty (30) days to cure the breach before the Company may terminate this Agreement.

 

(iii)                               A court of competent jurisdiction enters a decree or order for relief in respect of the Property Manager in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Property Manager or for any substantial part of its property or orders the winding up or liquidation of the Property Manager’s affairs.

 

(iv)                              The Property Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to (or fails to timely object to) the entry of an order for relief in an involuntary case under any such law, or consents to (or fails to timely object to) the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Property Manager or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts, as they become due.

 

(v)                                 There is a dissolution of the Property Manager.

 

4



 

(c)                                  Notwithstanding Section 3(a) above, the Property Manager shall have the right to terminate this Agreement under the following circumstances:

 

(i)                                     The Company commits a material breach of any representation, warranty, term, covenant or condition set forth in this Agreement and such breach is not cured within thirty (30) days after written notice from the Property Manager to the Company.  The notice shall specify the nature of the breach in reasonable detail.  Notwithstanding the foregoing, if the Company has promptly commenced to cure the breach within the initial 30-day period and is diligently pursuing the cure to completion, the Company shall have, to the extent necessary, an additional thirty (30) days to cure the breach before the Property Manager may terminate this Agreement.

 

(ii)                                  A court of competent jurisdiction enters a decree or order for relief in respect of the Company in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of any of their respective property or orders the winding up or liquidation of the Company’s affairs.

 

(iii)                               The Company commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to (or fails to timely object to) the entry of an order for relief in an involuntary case under any such law, or consents to (or fails to timely object to) the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts, as they become due.

 

(iv)                              There is a dissolution of the Company.

 

(d)                                 Notwithstanding Section 3(a) above, if there is a Change of Control (as hereafter defined), this Agreement shall automatically terminate, effective as of the date on which the Change of Control occurs.  If there is a Change of Control pursuant to subsection (e)(i) below, then for purposes of this subsection (d), the date on which the Change of Control occurs means the date on which the last of the affected Properties or Property Owners are sold, disposed of or transferred by the Company.

 

(e)                                  For purposes hereof, a “Change of Control” means:

 

(i)                                     contracting to sell, dispose of or transfer at least seventy-five percent (75%) of either (1) the Properties managed by the Property Manager pursuant to this Agreement and the Management Agreements entered into pursuant to this Agreement or (2) the Property Owners of the Properties managed by the Property Manager pursuant to this Agreement and the Management Agreements entered into pursuant to this Agreement, in each case within any six (6) month period to one or more persons or entities other than the Property

 

5



 

Manager, any of its affiliates or any of the Company’s subsidiaries and at least seventy-five percent (75%) of such Properties or Property Owners, as applicable, are actually sold, disposed of or transferred by the Company; or

 

(ii)                                  the acquisition by any individuals, entity, group or person (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act, or any successor provision (the “Exchange Act”)), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Property Manager or any of its affiliates, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of the total voting power of the voting capital interests of the Company.

 

(f)                                   Unless otherwise expressly set forth in this Section 3, the party entitled to terminate this Agreement shall provide the other party thirty (30) days advance written notice of the termination.

 

(g)                                  In the event a dispute arises between the parties regarding the application or interpretation of this Agreement or a Management Agreement, the parties shall exercise commercially reasonable efforts to reach a reasonable and equitable resolution of the matter.  If the parties are unable to reach a reasonable and equitable resolution, either party may refer the matter by written notice to the senior officers of the parties hereto.  If the parties still cannot resolve the matter, the parties shall agree upon an appropriate method of non-judicial dispute resolution, including mediation, mini-trial, or arbitration.

 

4.                                      Action Upon Termination.

 

(a)                                 Except as otherwise set forth in Section 4(b), the Property Manager shall not be entitled to compensation after the date of termination of this Agreement for further services performed under this Agreement or the Management Agreements, but shall be paid all compensation accruing to the date of termination. Upon termination of this Agreement, the Property Manager shall:

 

(i)                                     pay over to the Company, on behalf of the Property Owners, all moneys collected and held for the account of the Company pursuant to this Agreement and each Management Agreement, after deducting any accrued compensation and reimbursement for expenses to which the Property Manager is entitled;

 

(ii)                                  deliver to the Board of Directors of the Company a full accounting, including a statement showing all payments collected by the Property Manager and a statement of all money held by the Property Manager, covering the period following the date of the last accounting furnished to the Board of Directors of the Company;

 

6



 

(iii)                               deliver to the Board of Directors of the Company all property and documents of the Company then in the custody of the Property Manager; and

 

(iv)                              cooperate with the Company and the Property Owners and take all reasonable steps requested by the Company to assist it in making an orderly transition of the functions performed by the Property Manager.

 

(b)                                 Notwithstanding subsection 4(a), if this Agreement is terminated as a result of a Change of Control, the Property Manager shall be paid a termination fee equal to seventy percent (70%) of the average applicable monthly management fee that would otherwise have been paid to Property Manager for each Affected Management Agreement (as hereafter defined).  The termination fee shall be calculated using the monthly management fee for the immediately preceding three full calendar months of each Affected Management Agreement to determine the average and multiplying that average by the number of months remaining in the term of each Affected Management Agreement, excluding any extension options.

 

(i)                                     For purposes of this subsection (b), an “Affected Management Agreement” means:

 

(1)                                 any Management Agreement terminated because this Agreement was terminated as a result of a Change of Control;

 

(2)                                 any Management Agreement terminated because the Property subject to the Management Agreement was sold as part of a sale that triggered the Change of Control; and

 

(3)                                 any Management Agreement terminated because there was a change of control of the Property Owner (as more particularly described in Section 2(c)(ii) of the Management Agreement) and the change of control of the Property Owner was part of a sale that triggered the Change of Control.

 

(c)                                  The Company shall pay the Property Manager the termination fee in cash upon the effective date of the termination of this Agreement.

 

5.                                      Successors and Assigns.  This Agreement shall bind any successors or assigns of the parties hereto as herein provided.

 

6.                                      Liability and Indemnification.

 

(a)                                 The Company shall indemnify the Property Manager and its affiliates, officers, directors, employees and agents (individually an “Indemnitee”, collectively the “Indemnitees”) to the same extent as the Company may indemnify its officers, directors, employees and agents under its Articles of Incorporation and Bylaws so long as:

 

7



 

(i)                                     the Board of Directors of the Company has determined, in good faith, that the course of conduct that caused the loss, liability or expense was in the best interests of the Company;

 

(ii)                                  the Indemnitee was acting on behalf of, or performing services for, the Company;

 

(iii)                               the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and

 

(iv)                              any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any stockholder.

 

(b)                                 The Company shall not indemnify any person or entity for losses, liabilities or expenses arising from, or out of, an alleged violation of federal or state securities laws by any party seeking indemnity unless one or more of the following conditions are met:

 

(i)                                     there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular person or entity;

 

(ii)                                  the claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular person or entity; or

 

(iii)                               a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold with respect to the availability or propriety of indemnification for securities law violations.

 

(c)                                  The Company shall advance amounts to persons entitled to indemnification hereunder for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:

 

(i)                                     the legal action relates to acts or omissions with respect to the performance of duties or services by the Indemnitee for or on behalf of the Company or a Property Owner;

 

(ii)                                  the legal action is initiated by a third party and a court of competent jurisdiction specifically approves the advancement; and

 

(iii)                               the Indemnitee receiving the advances undertakes to repay any monies advanced by the Company, together with the applicable legal rate of

 

8



 

interest thereon, in any case(s) in which a court of competent jurisdiction finds that the party is not entitled to be indemnified.

 

7.                                      Notices.  Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given and shall be given by being delivered at the following addresses of the parties hereto:

 

If to the Company, to:

Inland American Real Estate Trust, Inc.

 

2901 Butterfield Road

 

Oak Brook, IL 60523

 

Attention:

Vice President, Administration

 

Telephone:

(630) 218-8000

 

Facsimile:

(630) 218-4955

 

 

 

If to the Property Manager, to:

Inland American Retail Management LLC

 

2901 Butterfield Road

 

Oak Brook, IL 60523

 

Attention:

President

 

Telephone:

(630) 218-8000

 

Facsimile:

(630) 218-4955

 

Either party may at any time give notice in writing to the other party of a change of its address for the purpose of this Section 7.

 

8.                                      Counterparts.  This Agreement may be executed in one or more counterparts, all or which taken together shall constitute one and the same agreement, and shall become effective when the counterparts have been signed by each party hereto and delivered to the other party hereto.

 

9.                                      Governing Law.  This Agreement shall be construed, performed and enforced in accordance with and governed by the internal laws of the State of Illinois, without giving effect to the principles of conflicts of law thereof.

 

10.                               Amendments.  This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance.

 

11.                               Headings.  The descriptive headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

 

12.                               Severability.  In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.

 

9



 

[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

 

10



 

WHEREFORE, the undersigned have executed this Agreement by their duly authorized officers or representatives as of the date first above written.

 

COMPANY:

 

PROPERTY MANAGER:

 

 

 

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

INLAND AMERICAN RETAIL MANAGEMENT LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jack Potts

 

By:

/s/ Tom Lithgow

Name:

Jack Potts

 

Name:

Tom Lithgow

Its:

Principal Financial Officer

 

Its:

President

 

11



 

EXHIBIT A

 

46000

 

CFG-CT - 01 Colchester

 

Bank Branches

46001

 

CFG-CT - 02 Deep River

 

Bank Branches

46003

 

CFG-CT - 04 East Lyme

 

Bank Branches

46004

 

CFG-CT - 05 Hamden

 

Bank Branches

46005

 

CFG-CT - 07 Montville

 

Bank Branches

46006

 

CFG-CT - 09 Stonington Mystic bra

 

Bank Branches

46007

 

CFG-CT - 10 Stonington Pawcatuck

 

Bank Branches

46008

 

CFG-DE - 01 Lewes

 

Bank Branches

46013

 

CFG-IL - 07 Chicago Heights

 

Bank Branches

46015

 

CFG-IL - 13 Orland Hills

 

Bank Branches

46016

 

CFG-IL - 15 Villa Park

 

Bank Branches

46017

 

CFG-IL - 16 Westchester

 

Bank Branches

46018

 

CFG-MA - 02 Dedham

 

Bank Branches

46020

 

CFG-MA - 04 Hanover

 

Bank Branches

46021

 

CFG-MA - 06 Ludlow

 

Bank Branches

46022

 

CFG-MA - 08 Malden

 

Bank Branches

46023

 

CFG-MA - 09 Malden

 

Bank Branches

46024

 

CFG-MA - 11 Medford

 

Bank Branches

46025

 

CFG-MA - 13 Milton

 

Bank Branches

46026

 

CFG-MA - 14 Needham

 

Bank Branches

46027

 

CFG-MA - 15 New Bedford

 

Bank Branches

46028

 

CFG-MA - 16 Randolph

 

Bank Branches

46029

 

CFG-MA - 17 Somerville

 

Bank Branches

46030

 

CFG-MA - 18 South Dennis

 

Bank Branches

46031

 

CFG-MA - 19 Springfield

 

Bank Branches

46032

 

CFG-MA - 20 Springfield

 

Bank Branches

46035

 

CFG-MA - 23 Winthrop

 

Bank Branches

46036

 

CFG-MA - 24 Woburn

 

Bank Branches

46037

 

CFG-MA - 25 Watertown

 

Bank Branches

46038

 

CFG-MI - 01 Farmington

 

Bank Branches

46039

 

CFG-MI - 02 Troy

 

Bank Branches

46040

 

CFG-NH - 01 Hinsdale

 

Bank Branches

46041

 

CFG-NH - 02 Keene RETAIL

 

Bank Branches

46042

 

CFG-NH - 03 Manchester

 

Bank Branches

46043

 

CFG-NH - 04 Manchester

 

Bank Branches

46044

 

CFG-NH - 06 Manchester OFFICE

 

Bank Branches

46047

 

CFG-NH - 09 Salem

 

Bank Branches

46048

 

CFG-NJ - 01 Haddon Heights

 

Bank Branches

46050

 

CFG-NY - 02 Plattsburgh

 

Bank Branches

46052

 

CFG-OH - 02 Fairlawn OFFICE

 

Bank Branches

 

A-1



 

46054

 

CFG-OH - 04 Parma

 

Bank Branches

46055

 

CFG-OH - 05 Parma Heights

 

Bank Branches

46056

 

CFG-OH - 07 South Russell

 

Bank Branches

46057

 

CFG-PA - 01 Aliquippa

 

Bank Branches

46058

 

CFG-PA - 02 Allison Park

 

Bank Branches

46059

 

CFG-PA - 03 Altoona

 

Bank Branches

46060

 

CFG-PA - 04 Altoona

 

Bank Branches

46061

 

CFG-PA - 05 Ashley

 

Bank Branches

46062

 

CFG-PA - 06 Beaver Falls

 

Bank Branches

46063

 

CFG-PA - 07 Broadheadsville

 

Bank Branches

46064

 

CFG-PA - 08 Butler

 

Bank Branches

46065

 

CFG-PA - 09 Camp Hill

 

Bank Branches

46066

 

CFG-PA - 10 Camp Hill

 

Bank Branches

46068

 

CFG-PA - 12 Carnegie

 

Bank Branches

46069

 

CFG-PA - 13 Charleroi

 

Bank Branches

46070

 

CFG-PA - 14 Cranberry Drive-I

 

Bank Branches

46071

 

CFG-PA - 15 Dallas

 

Bank Branches

46072

 

CFG-PA - 16 Dallastown

 

Bank Branches

46073

 

CFG-PA - 17 Dillsburg

 

Bank Branches

46074

 

CFG-PA - 18 Drexel Hill

 

Bank Branches

46075

 

CFG-PA - 19 Erie

 

Bank Branches

46076

 

CFG-PA - 20 Ford City

 

Bank Branches

46077

 

CFG-PA - 21 Glenside

 

Bank Branches

46078

 

CFG-PA - 22 Greensburg

 

Bank Branches

46082

 

CFG-PA - 26 Havertown

 

Bank Branches

46083

 

CFG-PA - 27 Highspire

 

Bank Branches

46084

 

CFG-PA - 28 Hollidaysburg

 

Bank Branches

46085

 

CFG-PA - 29 Homestead

 

Bank Branches

46086

 

CFG-PA - 30 Kingston

 

Bank Branches

46087

 

CFG-PA - 31 Kittanning

 

Bank Branches

46089

 

CFG-PA - 33 Lancaster

 

Bank Branches

46091

 

CFG-PA - 35 Latrobe

 

Bank Branches

46093

 

CFG-PA - 37 Lower Burrell

 

Bank Branches

46094

 

CFG-PA - 38 Matamoras

 

Bank Branches

46095

 

CFG-PA - 39 McKees Rocks

 

Bank Branches

46096

 

CFG-PA - 40 Mechanicsburg

 

Bank Branches

46097

 

CFG-PA - 41 Mercer Drive-In

 

Bank Branches

46098

 

CFG-PA - 42 Milford

 

Bank Branches

46099

 

CFG-PA - 43 Mountain Top

 

Bank Branches

46102

 

CFG-PA - 47 Oil City

 

Bank Branches

46103

 

CFG-PA - 48 Oakmont

 

Bank Branches

46104

 

CFG-PA - 50 Philadelphia

 

Bank Branches

46106

 

CFG-PA - 52 Philadelphia

 

Bank Branches

 

A-2



 

46107

 

CFG-PA - 53 Philadelphia

 

Bank Branches

46108

 

CFG-PA - 54 Pitcairn

 

Bank Branches

46109

 

CFG-PA - 55 Pittsburgh RETAIL

 

Bank Branches

46110

 

CFG-PA - 56 Pittsburgh RETAIL

 

Bank Branches

46111

 

CFG-PA - 57 Pittsburgh

 

Bank Branches

46112

 

CFG-PA - 58 Pittsburgh

 

Bank Branches

46113

 

CFG-PA - 59 Pittsburgh

 

Bank Branches

46114

 

CFG-PA - 60 Pittsburgh

 

Bank Branches

46115

 

CFG-PA - 61 Pittsburgh

 

Bank Branches

46116

 

CFG-PA - 62 Pittsburgh

 

Bank Branches

46117

 

CFG-PA - 63 Pittsburgh

 

Bank Branches

46118

 

CFG-PA - 64 Pittsburgh

 

Bank Branches

46119

 

CFG-PA - 66 Pittsburgh

 

Bank Branches

46120

 

CFG-PA - 67 Reading

 

Bank Branches

46121

 

CFG-PA - 68 Reading

 

Bank Branches

46122

 

CFG-PA - 69 Saxonburg

 

Bank Branches

46125

 

CFG-PA - 72 Souderton

 

Bank Branches

46127

 

CFG-PA - 74 State College

 

Bank Branches

46128

 

CFG-PA - 75 Tannersville

 

Bank Branches

46129

 

CFG-PA - 76 Temple

 

Bank Branches

46130

 

CFG-PA - 77 Turtle Creek

 

Bank Branches

46131

 

CFG-PA - 78 Tyrone

 

Bank Branches

46132

 

CFG-PA - 79 Upper Darby

 

Bank Branches

46134

 

CFG-PA - 81 Warrendale

 

Bank Branches

46135

 

CFG-PA - 82 West Chester

 

Bank Branches

46137

 

CFG-PA - 84 West Hazelton

 

Bank Branches

46138

 

CFG-PA - 85 Wexford

 

Bank Branches

46139

 

CFG-PA - 86 Wilkes-Barre

 

Bank Branches

46141

 

CFG-PA - 89 Mount Lebanon

 

Bank Branches

46142

 

CFG-PA - 88 York RETAIL

 

Bank Branches

46143

 

CFG-RI - 01 Coventry

 

Bank Branches

46144

 

CFG-RI - 02 Cranston

 

Bank Branches

46145

 

CFG-RI - 03 East Greenwich

 

Bank Branches

46146

 

CFG-RI - 04 Johnston

 

Bank Branches

46147

 

CFG-RI - 06 N. Providence

 

Bank Branches

46148

 

CFG-RI - 07 North Providence

 

Bank Branches

46149

 

CFG-RI - 08 Providence OFFICE

 

Bank Branches

46150

 

CFG-RI - 11 Providence

 

Bank Branches

46151

 

CFG-RI - 12 Rumford

 

Bank Branches

46152

 

CFG-RI - 13 Wakefield

 

Bank Branches

46153

 

CFG-RI - 14 Warren

 

Bank Branches

46154

 

CFG-RI - 15 Warwick OFFICE

 

Bank Branches

46155

 

CFG-RI - 16 Warwick OFFICE

 

Bank Branches

 

A-3



 

46156

 

CFG-VT - 01 Middlebury

 

Bank Branches

46157

 

ST-AL00121 Shoal Creek Branch

 

Bank Branches

46158

 

ST-AL00107 Muscle Shoals Branch

 

Bank Branches

46159

 

ST-DC00140 Brightwood

 

Bank Branches

46160

 

ST-FL00122 Clark Road Office

 

Bank Branches

46161

 

ST-FL00124 Sunwest Office

 

Bank Branches

46162

 

ST-FL00127 Fort Meade Branch

 

Bank Branches

46163

 

ST-FL00129 St. Lucie West Office

 

Bank Branches

46164

 

ST-FL00133 Highlands Branch

 

Bank Branches

46165

 

ST-FL00134 Imperial Lakes Branch

 

Bank Branches

46166

 

ST-FL00140 Lake Mary Branch

 

Bank Branches

46167

 

ST-FL00149 Haile Plantation Branc

 

Bank Branches

46168

 

ST-FL00152 Millhopper Branch

 

Bank Branches

46169

 

ST-FL00167 Cordova Office

 

Bank Branches

46170

 

ST-FL00168 Tiger Point Office

 

Bank Branches

46171

 

ST-FL00175 North Beneva Office

 

Bank Branches

46172

 

ST-FL00178 Bayonet Point Branch

 

Bank Branches

46173

 

ST-FL00187 Walden Woods Office

 

Bank Branches

46174

 

ST-FL00192 Miracle Mile Office

 

Bank Branches

46175

 

ST-FL00193 Hobe Sound Office

 

Bank Branches

46176

 

ST-FL00198 North Port Office

 

Bank Branches

46177

 

ST-FL00206 Mount Dora Branch

 

Bank Branches

46178

 

ST-FL00218 Daytona Beach Shores B

 

Bank Branches

46179

 

ST-FL00243 Marianna Downtown Offi

 

Bank Branches

46180

 

ST-FL00264 Land O’Lakes Branch

 

Bank Branches

46181

 

ST-FL00267 Clinton Avenue Office

 

Bank Branches

46182

 

ST-FL00281 St. Augustine Office

 

Bank Branches

46183

 

ST-FL00303 South Beach Office

 

Bank Branches

46184

 

ST-FL00304 Regency Square Office

 

Bank Branches

46185

 

ST-FL00320 Northwood Office

 

Bank Branches

46186

 

ST-FL00335 Osprey Office

 

Bank Branches

46187

 

ST-FL00948 East Boca Raton Office

 

Bank Branches

46188

 

ST-FL00953 West Tamarac Office

 

Bank Branches

46189

 

ST-FL00961 Pompano Beach

 

Bank Branches

46190

 

ST-FL00963 North Palm Beach

 

Bank Branches

46191

 

ST-FL00981 23rd Street Office

 

Bank Branches

46192

 

ST-FL00985 Panama City Beach Offi

 

Bank Branches

46193

 

ST-FL01000 West St. Cloud Branch

 

Bank Branches

46194

 

ST-FL01033 Granada Boulevard Bran

 

Bank Branches

46195

 

ST-FL01034 Bill France Boulevard

 

Bank Branches

46196

 

ST-FL01035 West Ormond Branch

 

Bank Branches

46197

 

ST-FL01038 Deltona Branch

 

Bank Branches

46198

 

ST-FL01041 Coronado Beach Branch

 

Bank Branches

 

A-4



 

46199

 

ST-FL01044 Riverside Office

 

Bank Branches

46200

 

ST-FL01049 Ormond Towne Square Br

 

Bank Branches

46201

 

ST-FL01066 Southside Office

 

Bank Branches

46202

 

ST-FL01068 Ridge Manor Office

 

Bank Branches

46203

 

ST-FL01070 Spring Hill Office

 

Bank Branches

46204

 

ST-FL01076 Inverness Branch

 

Bank Branches

46205

 

ST-FL01092 Pembroke Pines

 

Bank Branches

46206

 

ST-FL01094 Belvedere

 

Bank Branches

46207

 

ST-FL01105 Indian Harbour Beach B

 

Bank Branches

46208

 

ST-FL01106 Lake Washington Branch

 

Bank Branches

46209

 

ST-FL01115 South Orlando Branch

 

Bank Branches

46210

 

ST-FL01117 Pine Hills Branch

 

Bank Branches

46211

 

ST-FL01142 South 436 Lake Margare

 

Bank Branches

46212

 

ST-FL01151 University Boulevard B

 

Bank Branches

46213

 

ST-FL01155 Alafaya Highway 50 B

 

Bank Branches

46214

 

ST-FL01158 West Central Office

 

Bank Branches

46215

 

ST-FL01163 Apopka Branch

 

Bank Branches

46216

 

ST-FL01174 Tuscawilla Branch

 

Bank Branches

46217

 

ST-FL01188 Fruitland Park Branch

 

Bank Branches

46218

 

ST-FL01198 Rockledge Branch

 

Bank Branches

46219

 

ST-FL01212 Flagler Plaza Branch

 

Bank Branches

46220

 

ST-FL01215 North Causeway Branch

 

Bank Branches

46221

 

ST-FL01222 Pasco Square Office

 

Bank Branches

46222

 

ST-FL01235 Countryside Office

 

Bank Branches

46223

 

ST-FL01236 East Clearwater Office

 

Bank Branches

46224

 

ST-FL01238 Fletcher Office

 

Bank Branches

46225

 

ST-FL01246 Sabal Park Office

 

Bank Branches

46226

 

ST-FL01258 Seminole Office

 

Bank Branches

46227

 

ST-FL01287 North Lakeland Branch

 

Bank Branches

46228

 

ST-FL01334 Virginia Avenue Office

 

Bank Branches

46229

 

ST-FL01346 South Ocala Branch

 

Bank Branches

46230

 

ST-FL01349 Golden Hills Office

 

Bank Branches

46231

 

ST-FL01354 Executive Park Office

 

Bank Branches

46232

 

ST-FL01355 Lakewood Office

 

Bank Branches

46233

 

ST-FL01367 Okeechobee Branch

 

Bank Branches

46234

 

ST-GA00329 Buckhead Branch

 

Bank Branches

46235

 

ST-GA00335 Dunwoody Branch

 

Bank Branches

46236

 

ST-GA00338 Northside Parkway Bran

 

Bank Branches

46237

 

ST-GA00344 Sandy Springs Branch

 

Bank Branches

46238

 

ST-GA00346 Greenbriar Branch

 

Bank Branches

46239

 

ST-GA00350 Rockbridge Memorial Br

 

Bank Branches

46240

 

ST-GA00362 Panola Road Branch

 

Bank Branches

46241

 

ST-GA00369 Shannon Mall Branch

 

Bank Branches

 

A-5



 

46242

 

ST-GA00371 Peachtree City Branch

 

Bank Branches

46243

 

ST-GA00379 Chamblee-Peachtree Ind

 

Bank Branches

46244

 

ST-GA00382 Stone Mountain Branch

 

Bank Branches

46245

 

ST-GA00384 Spalding Corners Branc

 

Bank Branches

46246

 

ST-GA00390 Fairburn Road Branch

 

Bank Branches

46247

 

ST-GA00428 Gwinnett Place Branch

 

Bank Branches

46248

 

ST-GA00449 Stockbridge Branch

 

Bank Branches

46249

 

ST-GA00454 Court Square Branch

 

Bank Branches

46250

 

ST-GA00465 Southlake Branch

 

Bank Branches

46251

 

ST-GA00473 Cumberland Branch

 

Bank Branches

46252

 

ST-GA00474 Marietta Branch

 

Bank Branches

46253

 

ST-GA00475 Merchants Walk Branch

 

Bank Branches

46254

 

ST-GA00476 Barrett Parkway Branch

 

Bank Branches

46255

 

ST-GA00480 Brookwood Square Branc

 

Bank Branches

46256

 

ST-GA00505 Jackson Street Office

 

Bank Branches

46257

 

ST-GA00507 Washington Road Thomso

 

Bank Branches

46258

 

ST-GA00509 Washington Road Evans

 

Bank Branches

46259

 

ST-GA00531 Bradley Park Branch

 

Bank Branches

46260

 

ST-GA00588 Derenne Avenue Branch

 

Bank Branches

46261

 

ST-GA00591 Skidaway Branch

 

Bank Branches

46262

 

ST-GA00595 Mall Boulevard Branch

 

Bank Branches

46263

 

ST-GA00653 Gray Highway Office

 

Bank Branches

46264

 

ST-GA00686 Five Points Branch

 

Bank Branches

46265

 

ST-GA00704 Sylvester Office

 

Bank Branches

46266

 

ST-GA00715 Altama Office

 

Bank Branches

46267

 

ST-GA00725 Satilla Square Branch

 

Bank Branches

46268

 

ST-GA00738 Gaines School Road Off

 

Bank Branches

46269

 

ST-GA00743 Madison Office

 

Bank Branches

46270

 

ST-GA00849 NCF: Cartersville

 

Bank Branches

46271

 

ST-MD00224 Historic Annapolis

 

Bank Branches

46272

 

ST-MD00227 Annapolis

 

Bank Branches

46273

 

ST-MD00276 Prince FrederickFox R

 

Bank Branches

46274

 

ST-MD00286 Glen Burnie Branch

 

Bank Branches

46275

 

ST-MD00297 Cambridge

 

Bank Branches

46276

 

ST-MD00304 Cockeysville

 

Bank Branches

46277

 

ST-MD00310 Ardmore-Ardwick

 

Bank Branches

46278

 

ST-MD00311 Avondale

 

Bank Branches

46279

 

ST-NC00133 NCF: Apex

 

Bank Branches

46280

 

ST-NC00136 NCF: Arden

 

Bank Branches

46281

 

ST-NC00138 NCF: Asheboro

 

Bank Branches

46282

 

ST-NC00148 NCF: Bessemer City

 

Bank Branches

46283

 

ST-NC00168 NCF: Kildaire Farm Rd

 

Bank Branches

46284

 

ST-NC00191 NCF: Carmel Commons

 

Bank Branches

 

A-6



 

46285

 

ST-NC00199 NCF: Charlotte Plaza

 

Bank Branches

46286

 

ST-NC00201 NCF: Sardis Rd aka Gal

 

Bank Branches

46287

 

ST-NC00205 NCF: Wilmar

 

Bank Branches

46288

 

ST-NC00210 NCF: Creedmoor

 

Bank Branches

46289

 

ST-NC00213 NCF: Dunn

 

Bank Branches

46290

 

ST-NC00226 NCF: Croasdaile

 

Bank Branches

46291

 

ST-NC00230 NCF: Bethesda

 

Bank Branches

46292

 

ST-NC00262 NCF: Cone Boulevard

 

Bank Branches

46293

 

ST-NC00266 NCF: Adams Farm

 

Bank Branches

46294

 

ST-NC00273 NCF: Airpark

 

Bank Branches

46295

 

ST-NC00279 NCF: South Elm St

 

Bank Branches

46296

 

ST-NC00280 NCF: Harrisburg

 

Bank Branches

46297

 

ST-NC00282 NCF: Hendersonville Ma

 

Bank Branches

46298

 

ST-NC00301 NCF: Mulberry

 

Bank Branches

46299

 

ST-NC00303 NCF: Tyro

 

Bank Branches

46300

 

ST-NC00306 NCF: Mebane

 

Bank Branches

46301

 

ST-NC00318 NCF: Oxford: Main St

 

Bank Branches

46302

 

ST-NC00320 NCF: Pittsboro

 

Bank Branches

46303

 

ST-NC00355 NCF: North Madison

 

Bank Branches

46304

 

ST-NC00358 NCF: Rural Hall

 

Bank Branches

46305

 

ST-NC00362 NCF: Statesville Blvd

 

Bank Branches

46306

 

ST-NC00365 NCF: Stanley

 

Bank Branches

46307

 

ST-NC00366 NCF: Stokesdale

 

Bank Branches

46308

 

ST-NC00367 NCF: Summerfield

 

Bank Branches

46309

 

ST-NC00368 NCF: Sylva Main

 

Bank Branches

46310

 

ST-NC00374 NCF: Walnut Cove Main

 

Bank Branches

46311

 

ST-NC00375 NCF: Waynesville Main

 

Bank Branches

46312

 

ST-NC00389 NCF: Ogburn Station

 

Bank Branches

46313

 

ST-NC00393 NCF: Yadkinville: Sta

 

Bank Branches

46314

 

ST-SC00147 NCF: Fountain Inn

 

Bank Branches

46315

 

ST-SC00151 NCF: Pleasantburg

 

Bank Branches

46316

 

ST-SC00152 NCF: Wade Hampton

 

Bank Branches

46317

 

ST-SC00154 NCF: Woodruff Road

 

Bank Branches

46318

 

ST-SC00159 NCF: Berea

 

Bank Branches

46319

 

ST-SC00169 NCF: Liberty

 

Bank Branches

46320

 

ST-SC00170 NCF: Mauldin

 

Bank Branches

46321

 

ST-TN00164 East Nashville Branch

 

Bank Branches

46322

 

ST-TN00171 Woodbine Branch

 

Bank Branches

46323

 

ST-TN00172 Donelson Branch

 

Bank Branches

46324

 

ST-TN00179 Cool Springs Branch

 

Bank Branches

46325

 

ST-TN00181 Hillsboro Village Bran

 

Bank Branches

46326

 

ST-TN00184 Nolensville Road Branc

 

Bank Branches

46327

 

ST-TN00191 Brentwood Maryland Far

 

Bank Branches

 

A-7



 

46328

 

ST-TN00193 Smyrna Branch

 

Bank Branches

46329

 

ST-TN00204 Lebanon Main Office

 

Bank Branches

46330

 

ST-TN00209 South Side Branch - Mu

 

Bank Branches

46331

 

ST-TN00210 University Branch

 

Bank Branches

46332

 

ST-TN00240 Savannah Main Office

 

Bank Branches

46333

 

ST-TN00269 Hixson Branch

 

Bank Branches

46334

 

ST-TN00270 Lookout Valley Branch

 

Bank Branches

46335

 

ST-TN00275 North County Branch

 

Bank Branches

46336

 

ST-TN00276 Signal Mountain Branch

 

Bank Branches

46337

 

ST-TN00280 East Ridge Branch

 

Bank Branches

46338

 

ST-TN00281 Lee Highway Branch

 

Bank Branches

46339

 

ST-TN00287 West Tenth Street Bran

 

Bank Branches

46340

 

ST-TN00316 Walnut Street Facility

 

Bank Branches

46341

 

ST-TN00324 Allandale Mt Carmel

 

Bank Branches

46342

 

ST-TN00359 Oak Ridge Building

 

Bank Branches

46343

 

ST-TN00397 Loudon Facility

 

Bank Branches

46344

 

ST-TN00400 Alpha Facility

 

Bank Branches

46345

 

ST-VA00178 Doswell

 

Bank Branches

46346

 

ST-VA00185 Chippenham

 

Bank Branches

46347

 

ST-VA00186 Ampthill

 

Bank Branches

46348

 

ST-VA00333 Gloucester Courthouse

 

Bank Branches

46349

 

ST-VA00344 Annandale East

 

Bank Branches

46350

 

ST-VA00421 Hunter Hill

 

Bank Branches

46351

 

ST-VA00423 Lewis Gale

 

Bank Branches

46352

 

ST-VA00441 Chancellor

 

Bank Branches

46353

 

ST-VA00453 Fort Hill Village

 

Bank Branches

46354

 

ST-VA00475 South Roanoke

 

Bank Branches

46355

 

ST-VA00480 Vinton

 

Bank Branches

46356

 

ST-VA00491 Kent Street

 

Bank Branches

46357

 

ST-VA00506 Kingsmill

 

Bank Branches

46358

 

ST-VA00516 Great Bridge

 

Bank Branches

46359

 

ST-VA00524 Onancock

 

Bank Branches

46360

 

ST-VA00527 Accomac

 

Bank Branches

46361

 

ST-VA00537 Painter

 

Bank Branches

46362

 

ST-VA00549 Collinsville

 

Bank Branches

46363

 

ST-VA00571 Patrick County

 

Bank Branches

46364

 

ST-VA00572 Garrisonville

 

Bank Branches

46365

 

ST-VA00594 New Market Main Office

 

Bank Branches

46366

 

ST-VA00922 NCF: Cave Springs

 

Bank Branches

46367

 

ST-FL00144 Cutler Ridge Office

 

Bank Branches

46368

 

ST-FL00158 University Branch

 

Bank Branches

46369

 

ST-FL00169 Destin Branch

 

Bank Branches

46370

 

ST-FL00182 Plant City Main Office

 

Bank Branches

 

A-8



 

46371

 

ST-FL00321 Palm Harbor Office

 

Bank Branches

46372

 

ST-FL00324 Dunedin Office

 

Bank Branches

46373

 

ST-FL00962 North Coral Springs Of

 

Bank Branches

46374

 

ST-FL00993 Kirkman - Conroy Branc

 

Bank Branches

46375

 

ST-FL00994 Kissimmee - Main Stree

 

Bank Branches

46376

 

ST-FL01030 East Lake Wales Branch

 

Bank Branches

46377

 

ST-FL01036 Port Orange Branch

 

Bank Branches

46378

 

ST-FL01046 South Daytona Branch

 

Bank Branches

46379

 

ST-FL01051 West Port Orange Branc

 

Bank Branches

46380

 

ST-FL01053 Palm Coast West Branch

 

Bank Branches

46381

 

ST-FL01090 Southeast Lauderdale

 

Bank Branches

46382

 

ST-FL01096 Wellington

 

Bank Branches

46383

 

ST-FL01137 North Port Office

 

Bank Branches

46384

 

ST-FL01161 Hunters Creek Branch

 

Bank Branches

46385

 

ST-FL01172 South 441 Branch

 

Bank Branches

46386

 

ST-FL01193 Melbourne South Branch

 

Bank Branches

46387

 

ST-FL01290 Fivay Road Office

 

Bank Branches

46388

 

ST-FL01294 Oakbridge Center Branc

 

Bank Branches

46389

 

ST-FL01331 Hospital Branch

 

Bank Branches

46390

 

ST-FL01353 Dunnellon Office

 

Bank Branches

46391

 

ST-GA00342 Pershing Point Branch

 

Bank Branches

46392

 

ST-GA00356 Executive Park Branch

 

Bank Branches

46393

 

ST-GA00376 North Fulton Hospital

 

Bank Branches

46394

 

ST-GA00381 Georgetown Branch

 

Bank Branches

46395

 

ST-GA00424 Peachtree Corners Bran

 

Bank Branches

46396

 

ST-GA00503 Washington Road August

 

Bank Branches

46397

 

ST-GA00644 Bowdon Branch

 

Bank Branches

46398

 

ST-GA00714 North Brunswick Office

 

Bank Branches

46399

 

ST-GA00716 Demere Office

 

Bank Branches

46400

 

ST-GA00728 Jesup Office

 

Bank Branches

46401

 

ST-MD00228 Parole

 

Bank Branches

46402

 

ST-MD00291 Ellicott City

 

Bank Branches

46403

 

ST-MD00307 Rosemont

 

Bank Branches

46404

 

ST-MD00309 Waldorf

 

Bank Branches

46405

 

ST-NC00147 NCF: Belmont Main St

 

Bank Branches

46406

 

ST-NC00152 NCF: Maple Avenue

 

Bank Branches

46407

 

ST-NC00153 NCF: Cum Park

 

Bank Branches

46408

 

ST-NC00159 NCF: Carrboro

 

Bank Branches

46409

 

ST-NC00207 NCF: Parkade

 

Bank Branches

46410

 

ST-NC00217 NCF: Northgate

 

Bank Branches

46411

 

ST-NC00272 NCF: Summit Avenue

 

Bank Branches

46412

 

ST-NC00302 NCF: Lexington

 

Bank Branches

46413

 

ST-NC00305 NCF: Matthews - John S

 

Bank Branches

 

A-9



 

46414

 

ST-NC00307 NCF: Mocksville-Valley

 

Bank Branches

46415

 

ST-NC00311 NCF: Jefferson St

 

Bank Branches

46416

 

ST-NC00316 NCF: Oakboro

 

Bank Branches

46417

 

ST-NC00322 NCF: West Street

 

Bank Branches

46418

 

ST-NC00352 NCF: Pinewinds

 

Bank Branches

46419

 

ST-NC00396 NCF: Zebulon

 

Bank Branches

46420

 

ST-NC00398 NCF: Yadkin Plaza

 

Bank Branches

46421

 

ST-SC00134 NCF: Perpetual Square

 

Bank Branches

46422

 

ST-SC00138 NCF: Belton

 

Bank Branches

46423

 

ST-SC00189 NCF: Travelers Rest

 

Bank Branches

46424

 

ST-TN00162 West Nashville Branch

 

Bank Branches

46425

 

ST-TN00168 Madison Branch

 

Bank Branches

46426

 

ST-TN00180 Murfreesboro Road Bran

 

Bank Branches

46427

 

ST-TN00190 Hobbs Road Branch

 

Bank Branches

46428

 

ST-TN00192 Lavergne Branch

 

Bank Branches

46429

 

ST-TN00264 Brainerd Branch

 

Bank Branches

46430

 

ST-VA00160 Church Hill

 

Bank Branches

46431

 

ST-VA00166 Azalea

 

Bank Branches

46432

 

ST-VA00173 Washington Street

 

Bank Branches

46433

 

ST-VA00489 Boonsboro

 

Bank Branches

46434

 

ST-VA00520 Industrial Park

 

Bank Branches

46435

 

ST-VA00561 Cheriton

 

Bank Branches

46436

 

ST-VA00609 Rocky Mount Main Offic

 

Bank Branches

46437

 

ST-DC00147 Rhode Island Ave

 

Bank Branches

46438

 

ST-FL00123 Roseland

 

Bank Branches

46439

 

ST-FL00155 Bartow

 

Bank Branches

46440

 

ST-FL00164 Gulf Breeze

 

Bank Branches

46441

 

ST-FL00172 Hallandale

 

Bank Branches

46442

 

ST-FL00194 Homosassa Springs

 

Bank Branches

46443

 

ST-FL00195 West Inverness

 

Bank Branches

46444

 

ST-FL00196 Crystal River

 

Bank Branches

46445

 

ST-FL00201 South Port

 

Bank Branches

46446

 

ST-FL00212 Lady Lake

 

Bank Branches

46447

 

ST-FL00221 Freedom Park

 

Bank Branches

46448

 

ST-FL00242 River Crossing

 

Bank Branches

46449

 

ST-FL00270 Beverly Hills

 

Bank Branches

46450

 

ST-FL00271 Timber Pines

 

Bank Branches

46451

 

ST-FL00287 San Jose

 

Bank Branches

46452

 

ST-FL00296 Mandarin

 

Bank Branches

46453

 

ST-FL00299 Osceola

 

Bank Branches

46454

 

ST-FL00316 E. Lake Woodlands

 

Bank Branches

46455

 

ST-FL00322 Largo

 

Bank Branches

46456

 

ST-FL00783 Southwood

 

Bank Branches

 

A-10



 

46457

 

ST-FL00947 Jupiter

 

Bank Branches

46458

 

ST-FL00957 Wildwood

 

Bank Branches

46459

 

ST-FL00984 Lynn Haven

 

Bank Branches

46460

 

ST-FL01005 Palmetto Park

 

Bank Branches

46461

 

ST-FL01009 Riverbridge

 

Bank Branches

46462

 

ST-FL01014 Avon Park US Hwy 27 S.

 

Bank Branches

46463

 

ST-FL01015 Sebring North

 

Bank Branches

46464

 

ST-FL01016 Lake Placid

 

Bank Branches

46465

 

ST-FL01022 Bloomingdale

 

Bank Branches

46466

 

ST-FL01024 Plantation Square

 

Bank Branches

46467

 

ST-FL01027 Haines City

 

Bank Branches

46468

 

ST-FL01045 Orange Camp

 

Bank Branches

46469

 

ST-FL01047 Edgewater

 

Bank Branches

46470

 

ST-FL01050 Flagler Beach

 

Bank Branches

46471

 

ST-FL01055 Northgate

 

Bank Branches

46472

 

ST-FL01056 S. Peninsula

 

Bank Branches

46473

 

ST-FL01059 Zephyrhills Main

 

Bank Branches

46474

 

ST-FL01069 Weeki Wachee

 

Bank Branches

46475

 

ST-FL01074 Seven Hills

 

Bank Branches

46476

 

ST-FL01084 North Miami Beach

 

Bank Branches

46477

 

ST-FL01085 International Mall

 

Bank Branches

46478

 

ST-FL01129 Punta Gorda

 

Bank Branches

46479

 

ST-FL01140 Metrowest

 

Bank Branches

46480

 

ST-FL01152 Eastwood

 

Bank Branches

46481

 

ST-FL01200 Suntree

 

Bank Branches

46482

 

ST-FL01218 The Villages

 

Bank Branches

46483

 

ST-FL01225 Zephyrhills North

 

Bank Branches

46484

 

ST-FL01234 County Road #1

 

Bank Branches

46485

 

ST-FL01241 22nd Ave North

 

Bank Branches

46486

 

ST-FL01242 Oakhurst

 

Bank Branches

46487

 

ST-FL01304 Riverdale-Ft Myers

 

Bank Branches

46488

 

ST-FL01305 San Carlos

 

Bank Branches

46489

 

ST-FL01333 East Tamarac

 

Bank Branches

46490

 

ST-FL01335 Sun City Center

 

Bank Branches

46491

 

ST-FL01340 Westland

 

Bank Branches

46492

 

ST-FL01348 Belleview

 

Bank Branches

46493

 

ST-FL01356 North 49th St

 

Bank Branches

46494

 

ST-GA00334 Chattahoochee

 

Bank Branches

46495

 

ST-GA00349 Mountain Indust.

 

Bank Branches

46496

 

ST-GA00357 Brookhaven

 

Bank Branches

46497

 

ST-GA00375 Haynes Bridge

 

Bank Branches

46498

 

ST-GA00385 Woodstock

 

Bank Branches

46499

 

ST-GA00388 Medlock Bridge

 

Bank Branches

 

A-11



 

46500

 

ST-GA00420 Gwinnett Medical Ctr

 

Bank Branches

46501

 

ST-GA00422 Berkeley Lake

 

Bank Branches

46502

 

ST-GA00455 Honey Creek

 

Bank Branches

46503

 

ST-GA00460 Jonesboro

 

Bank Branches

46504

 

ST-GA00477 Terrell Mill

 

Bank Branches

46505

 

ST-GA00499 Walton Way

 

Bank Branches

46506

 

ST-GA00500 Forest Hills

 

Bank Branches

46507

 

ST-GA00502 Peach Orchard

 

Bank Branches

46508

 

ST-GA00534 Peachtree

 

Bank Branches

46509

 

ST-GA00658 Vineville

 

Bank Branches

46510

 

ST-GA00663 Watson Blvd

 

Bank Branches

46511

 

ST-GA00687 Gillionville

 

Bank Branches

46512

 

ST-GA00697 Southside

 

Bank Branches

46513

 

ST-GA00730 Baxley

 

Bank Branches

46514

 

ST-GA00739 Prince Avenue

 

Bank Branches

46515

 

ST-GA00798 Windward McGinnis

 

Bank Branches

46516

 

ST-MD00295 Chestertown

 

Bank Branches

46517

 

ST-MD00315 Bladensburg

 

Bank Branches

46518

 

ST-MD00420 Osborne Road

 

Bank Branches

46519

 

ST-NC00149 NCF: Black Mountain

 

Bank Branches

46520

 

ST-NC00156 NCF: Butner

 

Bank Branches

46521

 

ST-NC00166 NCF: North Harrison

 

Bank Branches

46522

 

ST-NC00169 NCF: Chapel Hill Blvd

 

Bank Branches

46523

 

ST-NC00211 NCF: Denton

 

Bank Branches

46524

 

ST-NC00256 NCF: Erwin

 

Bank Branches

46525

 

ST-NC00268 NCF: Battleground

 

Bank Branches

46526

 

ST-NC00295 NCF: Hudson

 

Bank Branches

46527

 

ST-NC00296 NCF: Lake Norman

 

Bank Branches

46528

 

ST-NC00297 NCF: Cannon Blvd

 

Bank Branches

46529

 

ST-NC00298 NCF: Kernersville

 

Bank Branches

46530

 

ST-NC00304 NCF: Marshville

 

Bank Branches

46531

 

ST-NC00308 NCF: Mocksville-Water

 

Bank Branches

46532

 

ST-NC00309 NCF: Charlotte Ave

 

Bank Branches

46533

 

ST-NC00310 NCF: Hilltop

 

Bank Branches

46534

 

ST-NC00315 NCF: Norwood

 

Bank Branches

46535

 

ST-NC00347 NCF: Harps Mill

 

Bank Branches

46536

 

ST-NC00356 NCF: South Madison

 

Bank Branches

46537

 

ST-NC00364 NCF: Spencer

 

Bank Branches

46538

 

ST-NC00371 NCF: Wake Forest

 

Bank Branches

46539

 

ST-NC00395 NCF: Youngsville

 

Bank Branches

46540

 

ST-SC00135 NCF: Northtowne

 

Bank Branches

46541

 

ST-SC00185 NCF: Hillcrest

 

Bank Branches

46542

 

ST-TN00166 West End

 

Bank Branches

 

A-12



 

46543

 

ST-TN00182 Hermitage

 

Bank Branches

46544

 

ST-TN00186 Priest Lake

 

Bank Branches

46545

 

ST-TN00215 Northside

 

Bank Branches

46546

 

ST-TN00238 Industrial Park

 

Bank Branches

46547

 

ST-TN00268 St. Elmo

 

Bank Branches

46548

 

ST-TN00285 Red Bank

 

Bank Branches

46549

 

ST-TN00286 Highway 58

 

Bank Branches

46550

 

ST-TN00289 East Third St

 

Bank Branches

46551

 

ST-TN00299 Twenty-Fifth St.

 

Bank Branches

46552

 

ST-TN00317 Broadway

 

Bank Branches

46553

 

ST-TN00319 Jonesborough

 

Bank Branches

46554

 

ST-TN00385 Lake City

 

Bank Branches

46555

 

ST-VA00161 Allen Avenue

 

Bank Branches

46556

 

ST-VA00176 Mechanicsville

 

Bank Branches

46557

 

ST-VA00179 Beaverdam

 

Bank Branches

46558

 

ST-VA00190 Regency

 

Bank Branches

46559

 

ST-VA00191 East Henrico

 

Bank Branches

46560

 

ST-VA00197 Tuckernuck

 

Bank Branches

46561

 

ST-VA00346 Lightfoot

 

Bank Branches

46562

 

ST-VA00350 Lee-Old Dominion

 

Bank Branches

46563

 

ST-VA00413 Spotsylvania Courths.

 

Bank Branches

46564

 

ST-VA00418 South Boston

 

Bank Branches

46565

 

ST-VA00420 Port Road

 

Bank Branches

46566

 

ST-VA00426 Gloucester Point

 

Bank Branches

46567

 

ST-VA00463 Madison Heights

 

Bank Branches

46568

 

ST-VA00478 Northwest

 

Bank Branches

46569

 

ST-VA00490 Tanglewood

 

Bank Branches

46570

 

ST-VA00492 Route 114 & US 11

 

Bank Branches

46571

 

ST-VA00510 Riverside ParkRelo

 

Bank Branches

46572

 

ST-VA00513 Franklin

 

Bank Branches

46573

 

ST-VA00553 Westgate

 

Bank Branches

46574

 

ST-VA00557 Nassawadox

 

Bank Branches

46575

 

ST-VA00565 Lynnhaven

 

Bank Branches

 

 

 

 

 

44504

 

NTB ELDRIDGE

 

Single-Tenant Retail

44508

 

CHILI’S - HUNTING BAYOU

 

Single-Tenant Retail

44509

 

SALTGRASS RESTAURANT - HUNTING BAYOU

 

Single-Tenant Retail

44515

 

24 HOUR FITNESS - THE WOODLANDS

 

Single-Tenant Retail

44529

 

CINEMARK - JACINTO CITY

 

Single-Tenant Retail

44540

 

STOP N SHOP - HYDE PARK

 

Single-Tenant Retail

44546

 

STOP N SHOP - CUMBERLAND

 

Single-Tenant Retail

44547

 

STOP N SHOP - MALDEN

 

Single-Tenant Retail

 

A-13



 

44548

 

STOP N SHOP - SWAMPSCOTT

 

Single-Tenant Retail

44549

 

STOP N SHOP - SOUTHINGTON

 

Single-Tenant Retail

44550

 

STOP N SHOP - FRAMINGHAM

 

Single-Tenant Retail

44551

 

STOP N SHOP - BRISTOL

 

Single-Tenant Retail

44552

 

STOP & SHOP - SICKLERVILLE

 

Single-Tenant Retail

44553

 

BI-LO - GREENVILLE

 

Single-Tenant Retail

44559

 

NEWTOWN ROAD

 

Single-Tenant Retail

44560

 

LEXINGTON ROAD

 

Single-Tenant Retail

44678

 

SAND LAKE CORNERS

 

Single-Tenant Retail

44701

 

LA FITNESS AT ELDRIDGE LAKES

 

Single-Tenant Retail

44702

 

SONIC AT ANTOINE TOWN CENTER

 

Single-Tenant Retail

44725

 

LOGANS ROADHOUSE

 

Single-Tenant Retail

 

 

 

 

 

44501

 

HUNTING BAYOU

 

Multi-Tenant Retail

44503

 

ELDRIDGE TOWN CENTER

 

Multi-Tenant Retail

44505

 

ATASCOCITA SHOPPING CENTER

 

Multi-Tenant Retail

44506

 

WINCHESTER TOWN CENTER

 

Multi-Tenant Retail

44510

 

CYPRESS TOWN CENTER

 

Multi-Tenant Retail

44511

 

WILLIS TOWN CENTER

 

Multi-Tenant Retail

44512

 

ANTOINE TOWN CENTER

 

Multi-Tenant Retail

44513

 

CYFAIR TOWN CENTER

 

Multi-Tenant Retail

44514

 

HIGHLAND PLAZA

 

Multi-Tenant Retail

44516

 

BAY COLONY

 

Multi-Tenant Retail

44520

 

TOMBALL TOWN CENTER

 

Multi-Tenant Retail

44523

 

STABLES TOWN CENTER I

 

Multi-Tenant Retail

44524

 

WINDERMERE VILLAGE

 

Multi-Tenant Retail

44526

 

BLACKHAWK TOWN CENTER

 

Multi-Tenant Retail

44527

 

SPRING TOWN CENTER

 

Multi-Tenant Retail

44528

 

STABLES TOWN CENTER II

 

Multi-Tenant Retail

44531

 

SHERMAN TOWN CENTER

 

Multi-Tenant Retail

44535

 

PARADISE SHOPS OF LARGO

 

Multi-Tenant Retail

44536

 

BUCKHORN PLAZA

 

Multi-Tenant Retail

44539

 

MONODNOCK MARKETPLACE

 

Multi-Tenant Retail

44541

 

TRIANGLE CENTER

 

Multi-Tenant Retail

44543

 

CANFIELD PLAZA

 

Multi-Tenant Retail

44545

 

PLAZA AT EAGLE’S LANDING

 

Multi-Tenant Retail

44554

 

BROOKS CORNER

 

Multi-Tenant Retail

44555

 

LINCOLN MALL

 

Multi-Tenant Retail

44556

 

THE MARKET AT HILLIARD

 

Multi-Tenant Retail

44557

 

FABYAN RANDALL PLAZA

 

Multi-Tenant Retail

44558

 

LINCOLN VILLAGE

 

Multi-Tenant Retail

44561

 

GLENDALE HEIGHTS I, II, III

 

Multi-Tenant Retail

 

A-14



 

44562

 

PARKWAY CENTRE NORTH

 

Multi-Tenant Retail

44563

 

SHERMAN PLAZA

 

Multi-Tenant Retail

44564

 

NEW FOREST CROSSING II

 

Multi-Tenant Retail

44565

 

STATE STREET MARKET

 

Multi-Tenant Retail

44566

 

MARKET AT MORSE / HAMILTON

 

Multi-Tenant Retail

44568

 

PARKWAY CENTRE NORTH BLDG B

 

Multi-Tenant Retail

44569

 

CROSSROADS AT CHESAPEAKE SQUARE

 

Multi-Tenant Retail

44570

 

CHESAPEAKE COMMONS

 

Multi-Tenant Retail

44571

 

14th STREET MARKET

 

Multi-Tenant Retail

44572

 

BELLERIVE PLAZA

 

Multi-Tenant Retail

44573

 

BRANDON CENTRE SOUTH

 

Multi-Tenant Retail

44574

 

CROSS TIMBERS COURT

 

Multi-Tenant Retail

44575

 

CUSTER CREEK

 

Multi-Tenant Retail

44576

 

DONELSON PLAZA

 

Multi-Tenant Retail

44577

 

EAST GATE

 

Multi-Tenant Retail

44578

 

FLOWER MOUND CROSSING

 

Multi-Tenant Retail

44579

 

FURY’S FERRY

 

Multi-Tenant Retail

44580

 

HERITAGE HEIGHTS

 

Multi-Tenant Retail

44581

 

THE CENTER AT HUGH HOWELL

 

Multi-Tenant Retail

44582

 

HUNTER’S GLEN CROSSING

 

Multi-Tenant Retail

44583

 

JOSEY OAKS

 

Multi-Tenant Retail

44584

 

MARKET AT WESTLAKE

 

Multi-Tenant Retail

44585

 

PARK WEST PLAZA

 

Multi-Tenant Retail

44586

 

PIONEER PLAZA

 

Multi-Tenant Retail

44587

 

RIVERVIEW VILLAGE

 

Multi-Tenant Retail

44588

 

SCOFIELD CROSSING

 

Multi-Tenant Retail

44589

 

SHILOH SQUARE

 

Multi-Tenant Retail

44590

 

SUNCREEK VILLAGE

 

Multi-Tenant Retail

44591

 

THE HIGHLANDS

 

Multi-Tenant Retail

44592

 

GRAVOIS DILLON PLAZA

 

Multi-Tenant Retail

44593

 

PAVILIONS AT HARTMAN HERITAGE

 

Multi-Tenant Retail

44594

 

SHALLOTTE COMMONS

 

Multi-Tenant Retail

44595

 

LEGACY CROSSING

 

Multi-Tenant Retail

44596

 

NORTHWEST MARKETPLACE

 

Multi-Tenant Retail

44610

 

WASHINGTON PARK PLAZA

 

Multi-Tenant Retail

44611

 

CITIZENSCFG) MELLON BANK BLDG

 

Multi-Tenant Retail

44612

 

LORD SALISBURY CENTER

 

Multi-Tenant Retail

44613

 

RIVERSTONE SHOPPING CENTER

 

Multi-Tenant Retail

44614

 

MIDDLEBURG CROSSING

 

Multi-Tenant Retail

44615

 

SPRING TOWN CENTER III

 

Multi-Tenant Retail

44616

 

LAKEPORT COMMONS

 

Multi-Tenant Retail

44617

 

FOREST PLAZA

 

Multi-Tenant Retail

44618

 

STREETS OF CRANBERRY

 

Multi-Tenant Retail

 

A-15



 

44619

 

MCKINNEY TOWN CENTER

 

Multi-Tenant Retail

44620

 

PENN PARK

 

Multi-Tenant Retail

44645

 

ALCOA EXCHANGE

 

Multi-Tenant Retail

44646

 

ALCOA EXCHANGE II

 

Multi-Tenant Retail

44647

 

HILLSBOROUGHWinston)

 

Multi-Tenant Retail

44648

 

POPLIN PLACE

 

Multi-Tenant Retail

44649

 

95th and CICERO

 

Multi-Tenant Retail

44650

 

SIEGEN PLAZA

 

Multi-Tenant Retail

44651

 

STREETS OF INDIAN LAKE

 

Multi-Tenant Retail

44652

 

SOUTHGATE VILLAGE

 

Multi-Tenant Retail

44653

 

CAMPUS MARKETPLACE

 

Multi-Tenant Retail

44654

 

GARDEN VILLAGE

 

Multi-Tenant Retail

44655

 

BEAR CREEK VILLAGE CENTER

 

Multi-Tenant Retail

44656

 

CHEYENNE MEADOWS

 

Multi-Tenant Retail

44657

 

CENTERPLACE OF GREELEY

 

Multi-Tenant Retail

44658

 

MERCHANTS CROSSING

 

Multi-Tenant Retail

44659

 

ANDERSON CENTRAL

 

Multi-Tenant Retail

44660

 

BARTOW MARKETPLACE

 

Multi-Tenant Retail

44661

 

PALM HARBOR SHOPPING CENTER

 

Multi-Tenant Retail

44662

 

PEACHLAND PROMENADE

 

Multi-Tenant Retail

44663

 

BOYNTON COMMONS

 

Multi-Tenant Retail

44664

 

BUCKHEAD CROSSING

 

Multi-Tenant Retail

44665

 

CITY CROSSING

 

Multi-Tenant Retail

44666

 

GATEWAY PLAZA

 

Multi-Tenant Retail

44667

 

HIRAM PAVILION

 

Multi-Tenant Retail

44668

 

GATEWAY MARKET CENTER

 

Multi-Tenant Retail

44669

 

COWETA CROSSING

 

Multi-Tenant Retail

44670

 

THOMAS CROSSROADS

 

Multi-Tenant Retail

44671

 

PARADISE PLACE

 

Multi-Tenant Retail

44672

 

ROSE CREEK

 

Multi-Tenant Retail

44673

 

WARD’S CROSSING

 

Multi-Tenant Retail

44674

 

HERITAGE PLAZA - CHICAGO

 

Multi-Tenant Retail

44675

 

SILVERLAKE

 

Multi-Tenant Retail

44676

 

PLEASANT HILL SQUARE

 

Multi-Tenant Retail

44677

 

BENT TREE PLAZA

 

Multi-Tenant Retail

44679

 

SARASOTA PAVILION

 

Multi-Tenant Retail

44680

 

STONECREST MARKETPLACE

 

Multi-Tenant Retail

44681

 

ROSEWOOD SHOPPING CENTER

 

Multi-Tenant Retail

44682

 

FAIRVIEW MARKET

 

Multi-Tenant Retail

44683

 

JAMES CENTER

 

Multi-Tenant Retail

44684

 

VENTURE POINTE

 

Multi-Tenant Retail

44685

 

PAVILION AT LaQUINTA

 

Multi-Tenant Retail

44686

 

DOTHAN PAVILION

 

Multi-Tenant Retail

 

A-16



 

44687

 

SYCAMORE COMMONS

 

Multi-Tenant Retail

44688

 

UNIVERSAL PLAZA

 

Multi-Tenant Retail

44689

 

HERITAGE CROSSING

 

Multi-Tenant Retail

44690

 

PROMENADE - FULTONDALE

 

Multi-Tenant Retail

44691

 

TULSA HILLS SHOPPING CENTER

 

Multi-Tenant Retail

44692

 

PRESTONWOOD TOWN CENTER

 

Multi-Tenant Retail

44694

 

SHERMAN TOWN CENTER II

 

Multi-Tenant Retail

44695

 

SPARKS CROSSING

 

Multi-Tenant Retail

44696

 

WHITE OAK CROSSING

 

Multi-Tenant Retail

44698

 

BAY COLONY II

 

Multi-Tenant Retail

44699

 

CYFAIR TOWN CENTER II

 

Multi-Tenant Retail

44700

 

VICTORY LAKES TOWN CENTER

 

Multi-Tenant Retail

44703

 

UNIVERSITY OAKS SHOPPING CENTER

 

Multi-Tenant Retail

44704

 

GRAFTON COMMONS

 

Multi-Tenant Retail

44705

 

WOODLAKE CROSSING

 

Multi-Tenant Retail

44900

 

MONADNOCK CONDO ASSOC

 

Multi-Tenant Retail

44901

 

WARD’S CROSSING CONDO ASSOC

 

Multi-Tenant Retail

47101

 

INTECH RETAIL

 

Multi-Tenant Retail

48801

 

STONE CREEK CROSSING

 

Multi-Tenant Retail

48907

 

THE RADIANat UPENN) RETAIL

 

Multi-Tenant Retail

48910

 

OAK PARK RETAIL

 

Multi-Tenant Retail

48914

 

BLOCK 121 RETAIL

 

Multi-Tenant Retail

 

A-17



 

EXHIBIT B

 

FORM OF MANAGEMENT AGREEMENT

 

THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of [                    ] [    ], 20[    ], is entered into by and between [                                                                 ], a Maryland corporation (“Owner”), and INLAND AMERICAN RETAIL MANAGEMENT LLC, a Delaware limited liability company (the “Property Manager”).

 

In consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Owner hereby employs the Property Manager exclusively to rent, lease, operate and manage the property commonly known as and located in and legally described on Exhibit A attached hereto and made a part hereof (the “Premises”), upon the terms and conditions hereinafter set forth.  [NOTE: Following provision to be used for all Properties owned on July 1, 2012] [The term of this Agreement (the “Term”) shall commence on July 1, 2012 (the “Commencement Date”), and shall end on December 31, 2013.  The Term shall automatically be renewed until June 30, 2015, unless either party delivers written notice to the other party canceling this Agreement (a “Termination Notice”).] [NOTE: Following provision to be used for all Properties acquired after July 1, 2012] [The term of this Agreement (the “Term”) shall commence on the date the Property Owner takes title to the Property (the “Commencement Date”), and shall end on the date that is the last day of the month that is eighteen (18) months after the Commencement Date.  The Term shall automatically be renewed for one (1) period of eighteen (18) months, unless either party delivers written notice to the other party canceling this Agreement (a “Termination Notice”).]  In order to be effective, a Termination Notice must be delivered before June 30, 2013.  If a Termination Notice is not delivered before such date, the Termination Notice shall not be effective, and the Term shall automatically be extended without further action by the parties.  In the event this Agreement is terminated for any reason prior to the expiration of the Term, Owner shall indemnify, protect, defend, save and hold the Property Manager and all of its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorneys’ fees and expenses, of every kind and nature whatsoever that may be imposed on or incurred by the Property Manager by reason of the willful misconduct, gross negligence, malfeasance or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

 

2.                                      EACH PARTY SHALL HAVE THE FOLLOWING TERMINATION RIGHTS:

 

(a)                                 Owner may terminate this Agreement if any one of the following occurs:

 

(i)   Property Manager commits a material breach of any representation, warranty, term, covenant or condition set forth in this Agreement and such breach is not cured within thirty (30) days after written notice from the Owner.   The notice shall specify the nature of the breach in reasonable detail.  Notwithstanding the foregoing, if the Property Manager has promptly commenced to cure the

 

B-1



 

breach within the initial 30-day period and is diligently pursuing the cure to completion, the Property Manager shall have, to the extent necessary, an additional thirty (30) days to cure the breach before the Owner may terminate this Agreement.

 

(ii)   Property Manager engages in any act of fraud, misappropriation of funds or embezzlement or Property Manager commits any act of gross negligence or willful misconduct in the performance of its obligations under this Agreement; provided, however, if such conduct is committed by any individual other than any senior executive, Owner shall have no right to exercise such termination right if the Property Manager immediately terminates or causes the termination of such individual from employment and makes Owner and the Property whole for the actual financial loss resulting from such conduct.

 

(b)                                 The Property Manager may terminate this Agreement if any one of the following occurs:

 

(i)  Owner commits a material breach of any representation, warranty, term, covenant or condition set forth in this Agreement and such breach is not cured within thirty (30) days after written notice from the Property Manager.   The notice shall specify the nature of the violation in reasonable detail.  Notwithstanding the foregoing, if the Owner has promptly commenced to cure the violation within the initial 30-day period and is diligently pursuing the cure to completion, the Owner shall have, to the extent necessary, an additional thirty (30) days to cure the violation before Property Manager may terminate.

 

(ii)  A court of competent jurisdiction enters a decree or order for relief in respect of the Owner in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Owner or for any substantial part of any of their respective property or orders the winding up or liquidation of Owner’s affairs.

 

(iii) Owner commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Owner or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts, as they become due.

 

(iv)  There is a dissolution of Owner.

 

(c)                                  This Agreement shall automatically terminate if any one of the following occurs:

 

(i)  The Master Management Agreement, dated as of July 1, 2012 by and between Inland American Real Estate Trust, Inc. and Property Manager,  is terminated. 

 

B-2



 

This Agreement shall terminate effective as of the date the Master Management Agreement is terminated.

 

(ii)  There is a sale of the Property or a transfer of control of Owner.  For purposes hereof, the acquisition by any individuals, entity, group or person (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act, or any successor provision (the “Exchange Act”)), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Property Manager, any of its affiliates or any affiliates of the Owner, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of the total voting power of the voting capital interests of the Owner.  This Agreement shall terminate effective as of the date the Property is sold or the effective date of the transfer of control of Owner, as applicable.

 

Unless otherwise expressly set forth in this Section 3, the party entitled to terminate this Agreement shall provide the other party thirty (30) days advance written notice of the termination.

 

3.                                      THE PROPERTY MANAGER AGREES:

 

3.1                               To accept the management of the Premises, to the extent, for the period, and upon the terms herein provided and agrees to furnish the services of its organization in connection with renting, leasing, operating and managing the Premises, and, without limiting the generality of the foregoing, the Property Manager agrees to be responsible for those specific duties and functions set forth in Section 4 hereof.  The Property Manager shall be entitled at all times to manage the Premises in accordance with the Property Manager’s standard operating policies and procedures, except to the extent that any specific provisions contained herein are to the contrary, in which case the Property Manager shall manage the Premises consistent with the specific provisions of the Agreement. The Property Manager agrees to use its best efforts to maintain the highest occupancy at the highest rents for each space comprising the Premises.

 

3.2                               To prepare those reports regarding the Premises identified on Exhibit B, which reports shall be made accessible to the Owner through a shared software system, and to remit to Owner, upon Owner’s request, the excess of Gross Income (as hereafter defined) over expenses paid pursuant to Section 3.4 hereof (“Net Proceeds”).  In the event that expenses paid pursuant to Section 4.4 hereof shall be in excess of Gross Income for any monthly period, to notify Owner of same and Owner agrees to pay the excess amount immediately upon request from the Property Manager, but nothing herein contained shall obligate the Property Manager to advance its own funds on behalf of Owner. All advances by the Property Manager on behalf of Owner shall be paid to the Property Manager by Owner within ten (10) days after request.

 

3.3                               To prepare annualized budgets for operation of the Premises. Annualized budgets shall be for planning and informational purposes only, and the Property Manager shall have no liability to Owner for any failure to meet any budget. However, the Property Manager will use its best efforts to operate the Premises pursuant to the annualized budget. The parties

 

B-3



 

acknowledge that the first annualized budget has been prepared and approved for the year commencing January 1, 2012 and ending on December 31, 2012.  All subsequent annualized budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed annualized budget for each calendar year shall be prepared by the Property Manager by December 1st of the year preceding the year for which it applies, and Owner shall notify the Property Manager within fifteen (15) days as to whether Owner has or has not approved the proposed annualized budget. If Owner does not approve the proposed annualized budget, Owner shall notify the Property Manager and the Property Manager shall make the necessary amendments to the annualized budget. During the time the Property Manager is preparing these amendments, the Property Manager will continue to operate the Premises according to the last approved annualized budget. Owner’s approval of the annualized budget shall constitute approval for the Property Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

 

Subject to the terms of this Agreement, Property Manager covenants and agrees to comply with and implement, as applicable, any direction or strategic plan approved by the Company’s Board of Directors.

 

4.                                      OWNER AGREES, and does hereby give the Property Manager the following exclusive authority and powers (all of which shall be exercised in the name of the Property Manager, as the Property Manager for Owner) and Owner agrees to assume and reimburse the Property Manager, its affiliates and agents for all expenses paid or incurred in connection therewith:

 

4.1                               To advertise the Premises or any part thereof and to display signs thereon, which advertising and signs may contain the Property Manager’s name and customary logo; and to rent the same; to cause references of prospective tenants to be investigated; to sign leases for all or part of the Premises for terms not in excess of one year, or the period agreed to by the Owner and Property Manager, and to renew or cancel the existing leases and prepare and execute the new leases without additional charge to Owner; to terminate tenancies and to sign and serve in the name of the Owner of the Premises such notices as are deemed necessary by the Property Manager; to institute and prosecute actions to evict tenants and to recover possession of the Premises; with Owner’s authorization, to sue for, in the name of the Owner, and recover rent and other sums due; and, when expedient, to settle, compromise, and release any actions or suits, or reinstate such tenancies. Owner shall reimburse Property Manager for all expenses of litigation including attorneys’ fees, filing fees, and court costs that Property Manager does not recover from tenants.  The Property Manager may select the attorney of its choice to handle the litigation, with the Owner’s approval.  The Property Manager may collect from tenants all or any of the following, all of which shall be considered Gross Income (and included when calculating the Management Fee) and deposited into Property Manager’s custodial account: a late rent administrative charge, a non-negotiable check charge; a credit report fee; a subleasing administrative charge or broker’s commission; and all administrative charges actually collected from tenants in connection with annual common area maintenance reconciliations and tenant charge backs for same.

 

B-4



 

4.2                               To hire, supervise, discharge and pay salary and benefit expenses for all labor required for the operation and maintenance of the Premises including, but not limited to, on-site personnel, property managers, assistant property managers, leasing consultants, engineers, janitors, maintenance supervisors and other employees required for the operation and maintenance of the Premises, including personnel spending a portion of their working hours (to be charged on a pro rata basis) at the Premises. All expenses of such employment shall be deemed operating expenses of the Premises. To make or cause to be made all ordinary repairs and replacements necessary to preserve the Premises in its present condition and for the operating efficiency thereof and all alterations required to comply with lease requirements, and to do decorating on the Premises; to negotiate and enter into, as the Property Manager for Owner of the Premises, contracts for all items on budgets that have been approved by Owner, any emergency services or repairs for items not exceeding $20,000.00, appropriate service agreements and labor agreements for normal operation of the Premises, which shall have terms not to exceed three years, and agreements for all budgeted maintenance, minor alterations and utility services, including, but not limited to, electricity, gas, fuel, water, telephone, window washing, scavenger service, landscaping, snow removal, pest exterminating, decorating and legal services in collection with the leases and service agreements relating to the Premises, and other services or such of them as the Property Manager may consider appropriate; and to purchase supplies and pay all bills.  The Property Manager shall use its best efforts to obtain the foregoing services and utilities for the Premises at the most economical costs and terms available to the Property Manager.

 

Owner hereby appoints the Property Manager as Owner’s authorized Property Manager for the purpose of executing, as the managing Property Manager for Owner, those agreements described in this Section 4.2.  In addition, Owner agrees to specifically assume in writing all obligations under all agreements so entered into by the Property Manager, on behalf of Owner of the Premises, upon the termination of this Agreement and Owner shall indemnify, protect, save, defend and hold the Property Manager and all of its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorneys’ fees and expenses, of every kind and nature whatsoever, resulting from, arising out of or in any way related to those agreements and which relate to or concern matters occurring after termination of this Agreement, but excluding matters arising out of the Property Manager’s misconduct, negligence, malfeasance or unlawful acts. The Property Manager shall secure the approval of, and execution of appropriate agreements by, Owner for any non-budgeted and non-emergency/contingency capital items, alterations or other expenditures in excess of $20,000.00 for any one item, securing for each item at least three (3) written bids, if practicable, or providing evidence satisfactory to Owner that the agreed amount is lower than industry standard pricing, from responsible contractors. The Property Manager shall have the right from time to time during the Term to contract with and make purchases from its affiliates and third party agents; provided that contract rates and prices are competitive with other available sources. The Property Manager may at any time, and from time to time, request and receive the prior written authorization of Owner of the Premises of any one or more purchases or other expenditures, notwithstanding that the Property Manager may otherwise be authorized hereunder to make such purchases or expenditures.

 

B-5



 

4.3                               To collect Gross Income (as hereafter defined) and give receipts therefore and to deposit all such Gross Income collected hereunder in the Property Manager’s custodial account which the Property Manager will open and maintain, in a state or national bank of the Property Manager’s choice and whose deposits are insured by the Federal Deposit Insurance Corporation, exclusively for the Premises and any other properties owned by Owner (or any entity that is owned or controlled by the Owner) and managed by the Property Manager. Owner agrees that the Property Manager shall be authorized to maintain a reasonable minimum balance (to be determined jointly from time to time) in the custodial account. The Property Manager may endorse any and all checks received in connection with the operation of the Premises and drawn to the order of Owner and Owner shall, upon request, furnish the Property Manager’s depository with an appropriate authorization for the Property Manager to make the endorsement.  For purposes hereof, “Gross Income” means all rents, assessments and other items, including, but not limited to the following, to the extent applicable: the aggregate amount of any and all tenant payments for real estate taxes, property liability and other insurance, damages and repairs, common area maintenance, tax reduction fees and all other tenant reimbursements, administrative charges, proceeds of rental interruption insurance, parking fees, income from coin operated machines and other miscellaneous income collected by or paid to Property Manager.  Gross Income specifically includes late rent administrative charges, non-negotiable check charges, credit report fees, subleasing administrative charges, and all administrative charges actually collected from tenants in connection with annual common area maintenance reconciliations and tenant charge backs for same.

 

4.4                               To pay all expenses of the Premises from the Gross Income collected in accordance with Section 4.3 hereof, from the Property Manager’s custodial account. It is understood that the Gross Income will be used first to pay the compensation to the Property Manager as contained in Section 6 hereof, then to the reimbursement of expenses incurred by Property Manager pursuant to Section 4.2 and Section 2(e) of the Master Management Agreement, then operational expenses and then any mortgage indebtedness, including real estate tax and insurance impounds, but only as directed by Owner in writing and only if sufficient Gross Income is available for such payments.

 

4.5                               Nothing in this Agreement shall be interpreted to obligate the Property Manager to pay from Gross Income any expenses incurred by Owner prior to the commencement of this Agreement, except to the extent (i) Property Manager was obligated to pay such expenses pursuant to the terms of a prior management agreement between Owner and Property Manager or (ii) Owner advances additional funds to pay the expenses.

 

4.6                               To collect and handle tenants’ security deposits, including the right to apply the security deposits to unpaid rent, and to comply, on behalf of the Owner, with applicable state or local laws concerning security deposits and interest thereon, if any.

 

4.7                               The Property Manager shall not be required to advance any monies for the care or management of the Premises, and Owner agrees to advance all monies necessary therefor. If the Property Manager shall elect to advance any money in connection with care or management of the Premises, Owner agrees to reimburse the Property Manager in accordance with Section 3.2 and Section 4.2 above.

 

B-6



 

4.8                               To handle all steps necessary regarding any claim for insured losses or damages; provided that the Property Manager will not make any adjustments or settlements in excess of $50,000.00 without Owner’s prior written consent.

 

4.9                               Notwithstanding anything to the contrary contained in this Agreement, Owner acknowledges and agrees that any or all of the duties of the Property Manager as contained herein may be delegated by the Property Manager and performed by an affiliate or third-party agent (a “SubProperty Manager”) with whom the Property Manager contracts for the purpose of performing such duties. Owner specifically grants the Property Manager the authority to enter management agreements with any SubProperty Manager; provided that Owner shall have no liability or responsibility to any SubProperty Manager for the payment of the SubProperty Manager’s fee or for reimbursement to the SubProperty Manager of its expenses or to indemnify the SubProperty Manager in any manner for any matter; and provided further that the Property Manager shall require such SubProperty Manager to agree, in the written agreement setting forth the duties and obligations of such SubProperty Manager, to indemnify Owner for all loss, damage or claims incurred by Owner as a result of the willful misconduct, gross negligence, malfeasance or unlawful acts of the SubProperty Manager. Owner further acknowledges and agrees that the Property Manager may assign this Agreement and all of the Property Manager’s rights and obligations hereunder to another management entity that is then managing other property for Owner (“Successor Property Manager”). Owner specifically grants the Property Manager the authority to make an assignment of this Agreement to a Successor Property Manager.

 

5.                                      OWNER FURTHER AGREES:

 

5.1                               To indemnify, defend, protect, save and hold the Property Manager and all of its affiliates, shareholders, officers, directors, employees, agents, SubProperty Managers, successors and assigns (collectively, “Indemnified Parties”) harmless from any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorneys’ fees and expenses, of every kind and nature whatsoever (collectively, “Losses”) in connection with or in any way related to the Premises and from liability for damage to the Premises and injuries to or death of any person whomsoever, and damage to property; provided, however, that any indemnification pursuant to this Section 5.1 shall not extend to any such Losses arising out of the negligence or misconduct of the Property Manager or any of the other Indemnified Party. Owner agrees to procure and pay for, at its own expense, public liability insurance, fire and extended coverage insurance, burglary and theft insurance, rental interruption insurance, flood insurance (if appropriate) and boiler insurance (if appropriate) naming Owner and the Property Manager as insured parties and adequate to protect their respective interests and in form, substance, and amounts reasonably satisfactory to the Property Manager, and to furnish to the Property Manager certificates and policies evidencing the existence of this insurance. The premiums for all insurance maintained by Owner shall be paid by either Owner directly or, provided sufficient Gross Income is available, by the Property Manager from Gross Income.  Unless Owner shall provide insurance and furnish certificates and policies within ten (10) days from the date of this Agreement, the Property Manager may, in its sole discretion, but shall not be obligated to, purchase insurance and charge the cost thereof to the account of Owner. All insurance policies shall provide that the Property Manager shall receive thirty (30) days’ written notice prior to cancellation of the policy.  The Property Manager shall not be liable for any error

 

B-7



 

of judgment or for any mistake of fact or law, or for any thing that it may do or refrain from doing, except in cases of negligence or misconduct on the part of the Property Manager.

 

5.2                               Owner hereby warrants and represents to the Property Manager that to the best of Owner’s knowledge, neither the Premises, nor any part thereof, has previously been or is presently being used to treat, deposit, store, dispose of or place any hazardous substance, that may subject the Property Manager to liability or claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9607) or any constitutional provision, statute, ordinance, law or regulation of any governmental body or of any order or ruling of any public authority or official thereof, having or claiming to have jurisdiction thereover.  Furthermore, Owner agrees to indemnify, protect, defend, save and hold the Property Manager and all of its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorneys’ fees and expenses, of every kind and nature whatsoever, involving, concerning or in any way related to any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than the Property Manager of hazardous substances on the Premises.

 

5.3                               To give adequate advance written notice to the Property Manager if Owner desires that the Property Manager make payment, out of Gross Income, to the extent funds are available after the payment of the Property Manager’s compensation as contained in Section 6 hereof and all operational expenses, of mortgage indebtedness, general taxes, special assessments, or fire, boiler or any other insurance premiums. In no event shall the Property Manager be required to advance its own money in payment of any such indebtedness, taxes, assessments or premiums.

 

5.4                               Nothing in this Section 5 or otherwise in this Agreement or any agreement executed by Owner in connection with this Agreement shall require Owner or a subsidiary of Owner to limit the liability of, waive any claims against, or indemnify and hold harmless any person or entity except to the extent Owner or that subsidiary is permitted by Section 6 of the Master Management Agreement, dated July 1, 2012, between Owner and the Property Manager, to so limit, waive, indemnify or hold harmless, as applicable.

 

6.                                      OWNER AGREES TO PAY THE PROPERTY MANAGER, AS A MONTHLY MANAGEMENT FEE HEREUNDER FOR MANAGING THE PREMISES DIRECTLY OR THROUGH ITS AFFILIATES OR AGENTS, an amount equal to                        percent (      %) of Gross Income (the “Management Fee”) [insert as appropriate - 4.50% for multi-tenant, 2.90% for single tenant and 2.50% for bank branches], subject to change as set forth below, which shall be deducted monthly by the Property Manager and retained by the Property Manager from Gross Income prior to payment to Owner of Net Proceeds. The Management Fee shall be compensation for all services specified herein and provided by the Property Manager in connection with renting, leasing, operating and managing the Premises. Any services beyond those specified herein, such as sales brokerage, construction management, loan origination and servicing, property tax reduction and risk management services, shall be performed by Property Manager and compensated by Owner only if the parties agree on the scope of the services to be performed; provided that the compensation to be paid therefor will not exceed ninety percent (90.0%) of the market rate that would be paid to unrelated parties providing these services;

 

B-8



 

provided further that all compensation must be approved by a majority of the independent directors of Owner. Owner acknowledges and agrees that Property Manager may pay or assign all or any portion of its Management Fee to a SubProperty Manager as described in Section 4.9 hereof.  If the Property Manager or Owner reasonably determines that the Property has changed its classification as a single-tenant site, multi-tenant site or a bank branch facility, it shall notify the other party in writing.  If the parties mutually agree that the classification has changed, the parties will amend this Agreement to reflect a change in the management fee.

 

7.                                      IT IS MUTUALLY AGREED THAT:

 

7.1                               Owner shall designate one (1) person to serve as Owner’s Representative in all dealings with the Property Manager hereunder. Whenever the notification and reporting to Owner or the approval, consent or other action of Owner is called for hereunder, any notification and reporting if sent to or specified in writing to Owner’s Representative, and any approval, consent or action if executed by Owner’s Representative, shall be binding on Owner but only if approved by the Owner’s board of directors as may be required. Owner’s Representative initially shall be:

 

Name

 

Address

 

 

 

 

Vice President, Administration

 

2901 Butterfield Road

Oak Brook, IL 60523

Telephone:                       (630) 218-8000

Facsimile:                             (630) 218-4955

 

Owner’s Representative may be changed at the discretion of Owner, at any time and from time to time, and shall be effective upon the Property Manager’s receipt of written notice of the new Owner’s Representative.

 

7.2                               Owner expressly withholds from the Property Manager any power or authority to make any structural changes in any building or to make any other major alterations or additions in or to any such building or equipment therein, or to incur any expense chargeable to Owner, other than expenses related to exercising the express powers above vested in the Property Manager without the prior written direction of Owner’s Representative, except that the Property Manager shall make all emergency repairs as may be required to ensure the safety of persons or property or which are immediately necessary for the preservation and safety of the Premises or the safety of the tenants and occupants thereof or are required to avoid the suspension of any necessary service to the Premises.

 

7.3                               The Property Manager shall be responsible for notifying Owner in the event it receives a material written notice that any building on the Premises or any equipment therein does not comply with the requirements of any statute, ordinance, law or regulation of any governmental body or of any public authority or official thereof having or claiming to have jurisdiction thereover. The Property Manager shall promptly forward to Owner any material written complaints, warnings, notices or summonses received by the Property Manager relating to these matters. Owner represents that to the best of its knowledge the Premises and such equipment comply with all such requirements and authorizes the Property Manager to disclose the Owner’s identity to any officials and agrees to indemnify, protect, defend, save and hold the

 

B-9



 

Property Manager and the other Indemnified Parties harmless of and from any and all Losses which may be imposed on them or any of them by reason of the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, ordinances, statutes, or regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice.

 

7.4                               In the event it is alleged or charged that any building on the Premises or any equipment therein or any act or failure to act by Owner with respect to the Premises or the sale, rental, or other disposition thereof fails to comply with, or is in violation of, any of the requirements of any constitutional provision, statute, ordinance, law or regulation of any governmental body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover, and the Property Manager, in its sole and absolute discretion, considers that the action or position of Owner, with respect thereto may result in damage or liability to the Property Manager, the Property Manager shall have the right to cancel this Agreement at any time by written notice to Owner of its election so to do, which cancellation shall be effective upon delivery of the notice to Owner. Any notice may be delivered personally or by registered mail, on or to the person named to receive the Property Manager’s monthly statement at the address provided in Section 7.1 hereof, and if delivered by mail shall be deemed to have been delivered when deposited in the mails. Any cancellation pursuant to this Section 7.4 shall not release the indemnities of Owner set forth in this Agreement, including, but not limited to, those set forth in Sections 1, 4.2, 5.1, 5.2 and 7.3 above and shall not terminate any liability or obligation of Owner to the Property Manager for any payment, reimbursement, or other sum of money then due and payable to the Property Manager hereunder.

 

7.5                               All personnel expenses, including but not limited to, wages, salaries, insurance, benefits, employment related taxes and other governmental charges, shall be charges incurred in connection with the Premises for purposes of Section 4.4 hereof, to the extent that these expenses are apportioned by the Property Manager to services rendered for the benefit of the Premises. The number and classification of employees serving the Premises shall be as determined by the Property Manager to be appropriate for the proper operation of the Premises; provided that Owner may request changes in the number and/or classification of employees, and the Property Manager shall make all requested changes unless in its judgment the resulting level of operation and/or maintenance of the Premises will be inadequate.

 

8.                                      Owner shall pay or reimburse the Property Manager, its affiliates or agents for all amounts due it under this Agreement for services and advances prior to termination of this Agreement. All provisions of this Agreement that require Owner to have insured, or to protect, defend, save, hold and indemnify or to reimburse the Property Manager shall survive any expiration or termination of this Agreement and, if the Property Manager is or becomes involved in any claim, proceeding or litigation by reason of having been the Property Manager of Owner, such provisions shall apply as if this Agreement were still in effect. The parties understand and agree that the Property Manager may withhold funds for sixty (60) days after the end of the month in which this Agreement is terminated to pay bills previously incurred but not yet invoiced and to close accounts. Should the funds withheld be insufficient to meet the obligation of the Property Manager to pay bills previously incurred, Owner shall, upon demand, advance sufficient funds to the Property Manager to ensure fulfillment of the Property Manager’s obligation to do so, within ten (10) days of receipt of notice and an itemization of all unpaid bills.

 

B-10



 

9.                                      Nothing contained herein shall be construed as creating any rights in third parties who are not the parties to this Agreement, nor shall anything contained herein be construed to impose any liability upon Owner or the Property Manager for the performance by Owner or the Property Manager under any other agreement they have entered into or may in the future enter into, without the express written consent of the other having been obtained.  Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture between Owner and the Property Manager or to cause either party to be responsible in any way for the debts or obligations of the other or any other party (but nothing contained herein shall affect the Property Manager’s responsibility to transmit payments for the account of Owner as provided herein), it being the intention of the parties that the only relationship hereunder is that of the Property Manager and principal.

 

10.                               Wherever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, the provision shall be ineffective only to the extent of the prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement. This Agreement, its validity, performance and enforcement shall be construed in accordance with, and governed by, the internal laws of the State in which the Premises are located without regard to that State’s conflicts of law principles.

 

11.                               This Agreement shall be binding upon the successors and assigns of the Property Manager and the heirs, administrators, executors, successors and assignees of Owner.  This Agreement contains the entire Agreement of the parties relating to the subject matter hereof, and there are no understandings, representations or undertakings by either party except as herein contained. This Agreement may be modified solely by a written agreement executed by both parties hereto.

 

12.                               If any party hereto defaults under the terms or conditions of this Agreement, the defaulting party shall pay the non-defaulting party’s court costs and attorneys’ fees incurred in the enforcement of any provision of this Agreement.

 

13.                               The failure of either party to this Agreement to, in anyone or more instances, insist upon the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any rights or privileges conferred in this Agreement, shall not be construed as thereafter waiving any such terms, covenants, conditions, rights or privileges, but the same shall continue in full force and effect as if no the forbearance or waiver had occurred.

 

14.                               This Agreement is deemed to have been drafted jointly by the parties, and any uncertainty or ambiguity shall not be construed for or against either party as an attribution of drafting to either party.

 

B-11



 

15.                               All notices given under this Agreement shall be sent by certified mail, return receipt requested, sent by facsimile transmission, or hand delivered at:

 

If to Owner, to:

Inland American Real Estate Trust, Inc.

2901 Butterfield Road

Oak Brook, IL 60523

Attention:                                         Vice President, Administration

Telephone:                                   (630) 218-8000

Facsimile:                                         (630) 218-4955

 

 

If to Property Manager, to:

Inland American Retail Management, LLC
2901 Butterfield Road

Oak Brook, IL 60523

Attention:                                         President

Telephone:                                   (630) 218-8000

Facsimile:                                         (630) 218-4955

 

B-12



 

WHEREFORE, the undersigned have executed this Agreement by their duly authorized officers or representatives as of the date first above written.

 

PROPERTY MANAGER:

 

OWNER:

 

 

 

INLAND AMERICAN RETAIL MANAGEMENT LLC, a Delaware limited liability company

 

[                                                                        ]., a Maryland corporation

 

 

 

 

 

 

By:

 

 

By:

 

Name:

 

 

Name:

 

Its:

 

 

Its:

 

 

B-13



 

Exhibit A

 

[Description of the Premises to be Inserted]

 

A-1



 

Exhibit B

 

[Description of Reports to be Inserted]

 

B-1