Exhibit 10.32
ASSIGNMENT OF REAL ESTATE SALE AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, BC-GFS LLC, a Delaware limited liability company ("Assignor"),
hereby assigns, transfers and sets over to GFS Alderwood LLC, a Washington
limited liability company ("Assignee"), all of Assignor's right, title and
interest with respect to the real property and improvements commonly known as
the Alderwood Park Apartments, located in Lynnwood, Washington and legally
described on Exhibit A attached hereto, under that certain Real Estate Sale
Agreement dated July 11, 2002, as amended by that certain Reinstatement and
First Amendment dated October 23, 2002 (collectively, the "Agreement"),
originally between ERP Operating Limited Partnership, an Illinois limited
partnership, EQR-Alderwood Limited Partnership, a Washington limited
partnership, and EQR-Wellington, L.L.C., a Delaware limited liability company,
as Sellers, and Xxxxxxx Financial Services, Inc. ("Xxxxxxx") as Purchaser, and
assigned by Xxxxxxx to Assignor pursuant to that certain Assignment of Real
Estate Sale Agreement of even date herewith.
DATED this 16th day of December, 2002.
ASSIGNOR: BC-GFS LLC,
a Delaware limited liability company
By: GFS Equity Management LLC, a
Washington limited liability company,
its manager
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx, Manager
ASSIGNEE: GFS ALDERWOOD LLC,
a Washington limited liability company
By: BC-GFS LLC, a Delaware limited liability
company, its manager
By: GFS Equity Management LLC, a
Washington limited liability
company, its manager
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Xxxx X. Xxxxxxx, Manager
EXHIBIT A
LEGAL DESCRIPTiON
PARCEL A:
THE SOUTH HALF OF THE NORTH HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST
QUARTER AND NORTH 20 FEET OF SOUTH HALF OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 15, TOWNSHIP 27 NORTH, RANGE 4 EAST, X.X., IN
SNOHOMISH COUNTY, WASHINGTON; EXCEPT THE WEST 40 FEET THEREOF CONVEYED TO THE
CITY OF LYNNWOOD BY DEED RECORDED UNDER RECORDING NO. 7901030238; ALSO EXCEPT
THE NORTH 1 FOOT OF THE EAST 401 FEET THEREOF CONVEYED TO THE CITY OF LYNNWOOD
BY DEED RECORDED UNDER RECORDING NO. 8009100136.
ASSESSORS PARCEL NO. 27041500100100
PARCEL B:
THOSE CERTAIN EMERGENCY VEHICLE ACCESS EASEMENT AND STORM DRAINAGE SEWER
EASEMENTS RIGHTS OVER AND ACROSS A PORTION OF THE NORTHEAST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 15, TOWNSHIP 27 NORTH, RANGE 4 EAST, X.X., IN
SNOHOMISH COUNTY, WASHINGTON, AS MORE FULLY DESCRIBED IN THAT CERTAIN "EASEMENT
AND. AGREEMENT" RECORDED JULY 6, 1982, UNDER RECORDING NO. 8207060176; EXCEPT
THEREFROM ANY PORTION THEREOF LYING WITHIN A PUBLIC STREET.
PARCEL C:
THOSE CERTAIN EASEMENTS FOR SLOPES SUPPORT, GRADING, INSTALLATION OF RIP-RAP AND
EXCAVATING AS DESCRIBED IN THAT CERTAIN "EASEMENT AND AGREEMENT" RECORDED
NOVEMBER 3, 1982 UNDER RECORDING NO. 8211030208.
