PURCHASE AND SALE AGREEMENT
SELLER: LaSalle Bank National Association, as trustee for the
registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-CP3
ADDRESS: c/o Xxxxxxx X. Xxxxxx
0000 X. Xxxxxxx'x Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
PHONE: (000) 000-0000
FAX: (000) 000-0000
With a copy to: Xxxxxx & Xxxxxx L.L.P.
ADDRESS: 0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx
PHONE: (000) 000-0000
FAX: (000) 000-0000
PURCHASER: Xxxx X. Xxxxxxxxx, as Qualified Exchange
Accommodator for
Xxxxxxxxxx Realty Group, Inc.
ADDRESS: 000 Xxxxxx Xxxxx Xxxxxxxxx., Xxxxx 000
Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
PHONE: (000) 000-0000
FAX: (000) 000-0000
PROPERTY: See Section 2.
TITLE COMPANY: Xxxxxxx Title of Austin, Inc.
ADDRESS: 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
PHONE: (000) 000-0000
FAX: (000) 000-0000
EFFECTIVE DATE: June 29, 2005
INSPECTION PERIOD: The period beginning on the Effective Date and ending
at 5:00 p.m., Austin, Texas time on June 30, 2005.
CLOSING DATE: July 1, 2005 or such earlier date as agreed to by
Seller and Purchaser
PURCHASE PRICE: $3,500,000, subject to the credit provided in Section
9, to be paid in funds available for immediate value
in Seller's accounts.
XXXXXXX MONEY: $50,000, which will be deposited as provided in
Section 4.
1. Defined Terms. The preceding defined terms shall have the meanings
set forth above. Other terms defined herein have the meanings so given them.
Defined terms are indicated by initial capital letters and have the meaning set
forth herein, whether or not such terms are used before or after the definitions
are set forth.
2. Sale and Purchase. Seller agrees to sell, and Purchaser agrees to
purchase, as provided in this Purchase and Sale Agreement (this "Agreement") and
for the Purchase Price the following (herein collectively called the
"Property"):
(a) the tracts or parcels of land located at 0000 Xxxx
Xxxxxxxx Xxxx, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx, as described in Exhibit A, together
with all rights and interests appurtenant thereto, including all of Seller's
right, title, and interest, if any, in and to adjacent streets, alleys,
rights-of-way, and any adjacent strips and gores of real estate (the "Land");
all improvements located on the Land (the "Improvements"); and all rights,
titles, and interests appurtenant to the Land and Improvements;
(b) all of Seller's right, title and interest in all tangible
personal property and fixtures of any kind owned by Seller and attached to or
used in connection with the ownership, maintenance, use, leasing, service, or
operation of the Land or Improvements, if any, but specifically excluding (1)
any personal property owned, financed or leased by any Tenant (defined below),
(2) any computer software which either is licensed to Seller, or Seller deems
proprietary and (3) any tangible personal property used by any affiliated or
unaffiliated on-site property manager (the "Personalty"). Personalty shall not
include (A) any appraisals or other economic evaluations of, or projections with
respect to, all or any portion of the Property, including, without limitation,
budgets prepared by or on behalf of Seller or any affiliate of Seller, and (B)
any documents, materials or information which are subject to attorney/client,
work product or similar privilege, which constitute attorney communications with
respect to the Property and/or Seller, or which are subject to a confidentiality
agreement;
(c) all of Seller's interest in: all unexpired leases,
franchises, licenses, occupancy agreements, or other agreements demising space
in, providing for the use or occupancy of, or otherwise similarly affecting or
relating to, the Improvements or Land (collectively, the "Leases" and,
individually, a "Lease"); all rents prepaid for any period subsequent to the
Closing Date; and all deposits, security or otherwise ("Deposits"), made by
tenants (collectively, the "Tenants" and, individually, a "Tenant") holding
under the Leases; and
(d) to the extent assignable by Seller, all of Seller's right,
title and interest in all (1) contracts or agreements, such as maintenance,
2
service, or utility contracts (the "Property Agreements"), to the extent
Purchaser elects to take assignment thereof by notice to Seller at least two
days prior to the Closing Date, (2) warranties, guaranties, indemnities, and
claims, (3) licenses, permits, or similar documents, (4) plans, drawings,
specifications, surveys, engineering reports, and other technical information,
and (5) other property (real, personal, or mixed), owned or held by Seller, in
each case that relates, to the design, construction, ownership, use, leasing,
maintenance, service, or operation of the Land, Improvements, Personalty, Leases
or Deposits.
3. Title, Survey, Property Reports, Etc.
(a) Purchaser acknowledges that Seller shall deliver to
Purchaser the following information (the "Information"): (1) a current
commitment for title insurance (the "Title Commitment") for the Property from
the Title Company, (2) legible copies of all documents referenced in the Title
Commitment, (3) a copy of the most-current survey of the Land and the
Improvements in Seller's possession (the "Survey"), which Purchaser may revise,
modify or recertify as necessary in order for the Title Company to delete the
survey exception from the Title Policy (defined below) or otherwise satisfy
Purchaser's objectives, (4) any environmental assessments and/or geotechnical
engineering reports that are in Seller's possession and any other information
Seller may have in its possession regarding the condition of the Property, (5)
copies of all Leases, including all amendments thereto, and all consents or
waivers with respect thereto that modify or supplement the provisions thereof in
any respect, and all brokerage commission agreements relating thereto, (6)
copies of all Property Agreements in the possession of Seller that concern the
Property, (7) a schedule of all Deposits, (8) a list of any Personalty, and (9)
statements of the Property's income and operating expenses for the period from
April 6, 2004 through May 31, 2005.
(b) Purchaser acknowledges that the Information is proprietary
and confidential and has been delivered to Purchaser solely to assist Purchaser
in determining the feasibility of purchasing the Property. Purchaser shall not
use the Information for any purpose other than as set forth in the preceding
sentence. Purchaser shall not disclose the Information to any person other than
to those persons who are responsible for determining the feasibility of
Purchaser's acquisition of the Property and who have agreed to preserve the
confidentiality of such information as required hereby. Purchaser shall not
divulge the contents of the Information and other information except in strict
accordance with the confidentiality standards set forth in this Section 3(b). In
permitting Purchaser to review the Information or any other information, Seller
has not waived any privilege or claim of confidentiality with respect thereto,
and no third party benefits or relationships of any kind, either express or
implied, have been offered, intended or created. Purchaser's obligations under
this Section 3(b) shall survive the termination of this Agreement.
4. Xxxxxxx Money. Upon the full execution of this Agreement by
Purchaser and Seller, Purchaser shall deposit the Xxxxxxx Money with the Title
Company, which shall hold it in escrow in an interest-bearing account and
deliver it in accordance with this Agreement. All interest earned on the Xxxxxxx
Money shall become part of the Xxxxxxx Money. If Purchaser fails to timely
deposit the Xxxxxxx Money within the time required hereby, Seller may terminate
this Agreement by written notice to Purchaser, in which event the parties hereto
shall have no further rights or obligations hereunder, except for rights and
3
obligations which, by their terms, survive the termination hereof. If Purchaser,
in its sole and absolute discretion, elects to terminate this Agreement for any
reason during the Inspection Period, then the Title Company is hereby instructed
to return the Xxxxxxx Money to Purchaser immediately upon Purchaser delivering a
written notice to the Title Company of Purchaser's termination of this
Agreement. No other approvals or documents will be required by the Title Company
to return the Xxxxxxx Money to Purchaser. Seller and Purchaser stipulate that
the deposit of the Xxxxxxx Money with the Title Company is sufficient
consideration to support this Agreement.
5. Inspection Period.
(a) If for any reason Purchaser, in its sole discretion, is
not satisfied with the Property, then Purchaser may terminate this Agreement, by
delivering to Seller a written notice of termination at any time during the
Inspection Period. If Purchaser does not so terminate this Agreement before the
Inspection Period expires, Purchaser shall have waived its right to terminate
this Agreement under this Section 5(a).
(b) Purchaser may physically inspect the Property; provided,
that Purchaser shall not be permitted to conduct invasive testing (including,
without limitation, any environmental testing other than a Phase I study and/or
a lead-based paint study) of the Property without Seller's prior written
consent, which consent may be conditioned upon receipt of a copy of a Phase I
environmental assessment or lead-based paint study recommending invasive
testing, a detailed description of the proposed invasive inspection or testing,
a list of contractors who will be performing the invasive inspection or testing,
evidence of insurance satisfactory to Seller, and such other information as
Seller in its sole discretion requires in connection with such proposed
inspection or testing. Purchaser may enter the Property to conduct its
inspections, but shall be responsible for, and shall indemnify and hold harmless
Seller and its partners, shareholders, officers, directors, agents, employees,
property manager, controlling persons and affiliates from and against, any
claims, losses, costs, liability, expenses or damages caused thereby (including
damages and claims arising from any acts or omissions of Purchaser's agents or
contractors). If Seller consents to an invasive testing of the Property, the
inspection period will be extended, if necessary, by the amount of time required
by the contractor conducting such testing to complete the testing and delivery
of the evaluation report to Purchaser. If Purchaser terminates this Agreement,
Purchaser shall return to Seller all copies of the Information provided by
Seller hereunder and any other materials received or prepared by or for
Purchaser in connection with the Property. Purchaser's indemnification
obligations under this Section 5(b) shall survive the termination of this
Agreement and shall survive the Closing.
(c) Purchaser acknowledges that Purchaser will have the
opportunity to independently and personally inspect the Property and that
Purchaser has entered into this Agreement based upon its ability to make such
examination and inspection. The Property is to be sold to and accepted by
Purchaser at Closing in its then present condition, "AS IS, WITH ALL FAULTS, AND
WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED". Notwithstanding anything
contained herein to the contrary, it is understood and agreed that, Seller and
Seller's agents or employees have not made and are not now making, and they
specifically disclaim, any warranties, representations or guaranties of any kind
4
or character, express or implied, oral or written, past, present or future, with
respect to the Property, including, but not limited to, warranties,
representations or guaranties as to (1) matters of title (other than Seller's
warranty of title set forth in the special warranty deed to be delivered at
Closing); (2) environmental matters of any kind relating to the Property or any
portion thereof (including the condition of the soil or groundwater beneath the
Property); (3) geological conditions, including, without limitation, subsidence,
subsurface conditions, water table, underground water reservoirs, limitations
regarding the withdrawal of water and earthquake faults and the resulting damage
of past and/or future earthquakes; (4) whether, and to the extent to which the
Property or any portion thereof is affected by any stream (surface or
underground), body of water, flood prone area, flood plain, floodway or special
flood hazard; (5) drainage; (6) soil conditions, including the existence of
instability, past soil repairs, soil additions or conditions of soil fill, or
susceptibility to landslides, or the sufficiency of any under shoring; (7)
zoning to which the Property or any portion thereof may be subject; (8) the
availability of any utilities to the Property or any portion thereof including,
without limitation, water, sewage, gas and electric; (9) usages of adjoining
property; (10) access to the Property or any portion thereof, (11) the value,
compliance with the plans and specifications, size, location, age, use, design,
quality, description, suitability, structural integrity, operation, title to, or
physical or financial condition of the Property or any portion thereof, or any
income, expenses, charges, liens, encumbrances, rights or claims on or affecting
or pertaining to the Property or any part thereof; (12) the presence of
Hazardous Materials (defined below) in or on, under or in the vicinity of the
Property; (13) the condition or use of the Property or compliance of the
Property with any or all past, present or future federal, state or local
ordinances, rules, regulations or laws, building, fire or zoning ordinances,
codes or other similar laws; (14) the existence or non-existence of underground
storage tanks; (15) any other matter affecting the stability or integrity of the
Property; (16) the potential for further development of the Property; (17) the
existence of vested land use, zoning or building entitlements affecting the
Property; (18) the merchantability of the Property or fitness of the Property
for any particular purpose (Purchaser affirming that Purchaser has not relied on
Seller's or Seller's agents' or employees' skill or judgment to select or
furnish the Property for any particular purpose, and that Seller makes no
warranty that the Property is fit for any particular-purpose); or (19) tax
consequences. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT
LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED
THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY.
PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING
WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE
CONSIDERATION FOR SELLER'S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE
CLOSING.
(d) Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller
from all responsibility and liability, including without limitation, liabilities
and responsibilities for the lessor's obligations under the Leases relating to
the physical, environmental or legal compliance status of the Property, whether
arising before or after the Effective Date, and liabilities under the
Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42
U.S.C. Sections 9601 et seq.), as amended ("CERCLA"), regarding the condition,
valuation, salability or utility of the Property, or its suitability for any
5
purpose whatsoever (including, but not limited to, with respect to the presence
in the soil, air, structures and surface and subsurface waters, of Hazardous
Materials or other materials or substances that have been or may in the future
be determined to be toxic, hazardous, undesirable or subject to regulation and
that may need to be specially treated, handled and/or removed from the Property
under current or future federal, state and local laws, regulations or
guidelines, and any structural and geologic conditions, subsurface soil and
water conditions and solid and hazardous waste and Hazardous Materials on,
under, adjacent to or otherwise affecting the Property). Purchaser further
hereby WAIVES (and by closing this transaction will be deemed to have WAIVED)
any and all objections and complaints (including, but not limited to, federal,
state and local statutory and common law based actions, and any private right of
action under any federal, state or local laws, regulations or guidelines to
which the Property is or may be subject, including, but not limited to, CERCLA)
concerning the physical characteristics and any existing conditions of the
Property, including without limitation, liabilities and responsibilities for the
lessor's obligations under the Leases relating to the physical, environmental or
legal compliance status of the Property, whether arising before or after the
Effective Date. Purchaser further hereby assumes the risk of changes in
applicable laws and regulations relating to past, present and future
environmental conditions on the Property and the risk that adverse physical
characteristics and conditions, including, without limitation, the presence of
Hazardous Materials or other contaminants, may not have been revealed by its
investigation. For purposes hereof, "Hazardous Materials" means "Hazardous
Material," "Hazardous Substance," "Pollutant or Contaminant," and "Petroleum"
and "Natural Gas Liquids," as those terms are defined or used in Section 101 of
CERCLA, and any other substances regulated because of their effect or potential
effect on public health and the environment, including, without limitation,
PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials,
putrescible materials, and infectious materials. Notwithstanding anything to the
contrary in this Section 5(d) Seller is not released from liability for breach
by Seller of any express representation, warranty or indemnity made or given in
this Agreement or in any of the documents executed and delivered by Seller at
Closing or for any fraudulent misrepresentation made by Seller.
6. Closing; Prorations.
(a) The closing of the sale of the Property (the "Closing")
shall occur on the Closing Date. At the Closing, Seller shall deliver to
Purchaser, duly executed and sworn as applicable (A) a special warranty deed in
the form of Exhibit B conveying indefeasible title to the Property to Purchaser
subject to the exceptions and items disclosed in the Title Commitment and the
Survey (the "Permitted Exceptions"); (B) four counterparts of a Xxxx of Sale,
Assignment and Assumption of Leases and Contracts (the "Xxxx of Sale and
Assignment") in the form of Exhibit C, (C) a notice to each Tenant of the
Property ("Tenant Notices") in the form of Exhibit D; and (D) a certificate in
the form of Exhibit E and otherwise complying with the requirements 1445 of the
Internal Revenue Code of 1986.
(b) At the Closing, Purchaser shall deliver to Seller, duly
executed and sworn as applicable (A) the Purchase Price and the Xxxxxxx Money
shall be delivered to Seller and credited to the Purchase Price; (B) four
counterparts of the Xxxx of Sale and Assignment, and (C) the Tenant Notices, and
Purchaser shall deliver the Tenant Notices to each Tenant immediately after the
Closing, which obligation on the part of Purchaser shall survive the Closing.
6
(c) Closing costs shall be allocated and paid as follows:
------------------------------------------------------------------------------------------- --------------------------
Cost Responsible Party
------------------------------------------------------------------------------------------- --------------------------
Title Commitment Seller
------------------------------------------------------------------------------------------- --------------------------
Premium for standard form Title Policy Seller
------------------------------------------------------------------------------------------- --------------------------
Premium for any upgrade of Title Policy for any endorsements to the Title Policy Purchaser
desired by Purchaser, any inspection fee charged by the Title Company,
tax certificates, municipal and utility lien certificates, and any other Title
Company charges
------------------------------------------------------------------------------------------- --------------------------
Costs of Survey Seller
------------------------------------------------------------------------------------------- --------------------------
Costs of any revisions, modifications or recertifications to Survey Purchaser
------------------------------------------------------------------------------------------- --------------------------
Costs for UCC Searches Purchaser
------------------------------------------------------------------------------------------- --------------------------
Recording Fees Purchaser
------------------------------------------------------------------------------------------- --------------------------
Any escrow fee charged by the Title Company for holding the Xxxxxxx Money or conducting Purchaser 1/2
the Closing Seller 1/2
------------------------------------------------------------------------------------------- --------------------------
Real Estate Sales Commission to brokers specifically named in Section 11(c) Seller
------------------------------------------------------------------------------------------- --------------------------
Attorneys' fees for Seller's attorneys Seller
------------------------------------------------------------------------------------------- --------------------------
Attorneys' fees for Purchaser's attorneys Purchaser
------------------------------------------------------------------------------------------- --------------------------
All other closing costs, expenses, charges and fees The party incurring the
same
------------------------------------------------------------------------------------------- --------------------------
(d) Seller and Purchaser agree to adjust, as of 12:01 a.m. on
the Closing Date, the following (collectively, the "Proration Items"): real
estate and personal property taxes and assessments (subject to the terms of
Section 6(f) below) and any assessments by private covenant for the then-current
calendar year of Closing; utility bills (except as hereinafter provided); Tenant
Receivables (defined below) [subject to the terms of Section 6(e) below] and
other income and rents that have been collected by Seller as of Closing; and
prepaid expenses and obligations under Property Agreements that are assigned to
Purchaser at Closing. Seller will be charged and credited for the amount of all
of the Proration Items relating to the period up to the Closing Date, and
Purchaser will be charged and credited for all of the Proration Items relating
to the period from and after the Closing Date. If the actual amounts of the
Proration Items are not known as of the Closing Date, the prorations will be
made at Closing on the basis of the best evidence then available; thereafter,
when actual figures are received, re-prorations will be made on the basis of the
actual figures, and a final cash settlement will be made between Seller and
Purchaser. No prorations will be made in relation to insurance premiums unless
Seller's insurance policies will be assigned to Purchaser. Final readings and
final xxxxxxxx for utilities will be made if possible as of the Closing Date, in
which event no proration will be made at Closing with respect to utility bills.
Seller will be entitled to all deposits presently in effect with the utility
providers, and Purchaser will be obligated to make its own arrangements for
deposits with the utility providers. The provisions of this Section 6(d) will
survive the Closing Date for one year.
(e) Rents and other income due from Tenants under Leases and
operating expenses and/or taxes payable by Tenants under Leases (collectively,
7
"Tenant Receivables") and not collected by Seller as of Closing shall not be
prorated between Seller and Purchaser at Closing but shall be apportioned on the
basis of the period for which the same is payable and if, as and when collected,
as follows: Tenant Receivables received from Tenants under Leases after Closing
shall be applied in the following order of priority: (A) first, to payment of
the current Tenant Receivables then due for the month in which the Closing Date
occurs, which amount shall be apportioned between Purchaser and Seller as of the
Closing Date as set forth in Section 6(d) hereof (with Seller's portion thereof
to be delivered to Seller); (B) second, to Tenant Receivables first coming due
after Closing and applicable to the period of time after Closing, which amount
shall be retained by Purchaser; and (C) thereafter, to delinquent Tenant
Receivables which were due and payable as of Closing but not collected by Seller
as of Closing (collectively, "Uncollected Delinquent Tenant Receivables"), which
amount shall be delivered to Seller. Notwithstanding the foregoing, Seller shall
have the right to pursue the collection of Uncollected Delinquent Tenant
Receivables for a period of one year after Closing without prejudice to Seller's
rights or Purchaser's obligations hereunder, provided, however, Seller shall
have no right to cause any such Tenant to be evicted or to exercise any other
"landlord" remedy (as set forth in such Tenant's Lease) against such Tenant
other than to xxx for collection. Any sums received by Purchaser to which Seller
is entitled shall be held in trust for Seller on account of such past due rents
payable to Seller, and Purchaser shall remit to Seller any such sums received by
Purchaser to which Seller is entitled within ten Business Days (defined below)
after receipt thereof less reasonable, actual costs and expenses of collection,
including reasonable attorneys' fees, court costs and disbursements, if any.
Seller expressly agrees that if Seller receives any amounts after the Closing
Date which are attributable, in whole or in part, to any period after the
Closing Date, Seller shall remit to Purchaser that portion of the monies so
received by Seller to which Purchaser is entitled within ten Business Days after
receipt thereof.
(f) All ad valorem real estate and personal property taxes
with respect to the Property (to the extent not prorated in 6(d) above) shall be
prorated as of 12:01 a.m. on the Closing Date on a cash basis for the calendar
year in which the Closing Date occurs, regardless of the year for which such
taxes are assessed. Any additional real property taxes relating to the year of
Closing or prior years arising out of a change in the use of the Land and
Improvements or a change in ownership shall be assumed by Purchaser effective as
of Closing and paid by Purchaser when due and payable, and Purchaser shall
indemnify Seller from and against any and all such taxes, which indemnification
obligation shall survive the Closing.
(g) In the event that the Title Company does not issue at
Closing, or unconditionally commit at Closing to issue, to Purchaser, an owner
policy of title insurance in accordance with the Title Commitment, insuring
Purchaser's fee simple title to the Land and the Improvements in the amount of
the Purchase Price, subject only to the standard exceptions and exclusions from
coverage contained in such policy and the Permitted Exceptions (the "Title
Policy"), Purchaser shall have the right to terminate this Agreement, in which
case the Xxxxxxx Money shall be immediately returned to Purchaser and the
parties hereto shall have no further rights or obligations, other than those
that by their terms survive the termination of this Agreement. Notwithstanding
the foregoing sentence, Seller shall have the right to extend the Closing for up
to three days, upon notice to Purchaser on or before the Closing, in order to
afford Seller the opportunity to cause another title company acceptable to
Purchaser to issue at Closing, or unconditionally commit at Closing to issue,
the Title Policy.
8
7. Operations Prior to Closing. From the Effective Date until the
Closing Date, Seller shall: (a) maintain and operate the Property in
substantially the same manner as Seller has heretofore done; (b) continue all
Leases and Property Agreements relative to the Property in full force and effect
and neither cancel, amend, nor renew any of the same other than in the ordinary
course of Seller's business; (c) not commit or permit to be committed any
physical waste to the Property; (d) not, without the prior written consent of
Purchaser (which consent shall not be unreasonably withheld or delayed by
Purchaser), enter into any Lease or other agreement or instrument or take any
action that would be outside the normal scope of maintaining and operating the
Property; (e) not remove any item of the Personalty from the Land or
Improvements unless it is replaced with an item of at least equal value that is
properly suited for its intended purpose; and (f) maintain all insurance
policies or contracts relative to the Property in full force and effect as they
exist on the Effective Date. Notwithstanding the foregoing, prior to the end of
the Inspection Period, Seller may enter into new Leases or contracts affecting
the Property or cancel, amend, renew or terminate any Lease or Property
Agreement without Purchaser's consent provided Seller gives Purchaser a copy of
the document evidencing the same before the end of the Inspection Period.
8. Remedies. If Seller fails to perform its obligations pursuant to
this Agreement for any reason except failure by Purchaser to perform hereunder
or termination of this Agreement as provided herein, then Purchaser may, as its
exclusive remedy therefor either: (1) terminate this Agreement by notifying
Seller thereof, in which case the Title Company shall return the Xxxxxxx Money
to Purchaser immediately following receipt of an affidavit of Purchaser stating
that Seller has defaulted and Purchaser has terminated this Agreement, and
neither party hereto shall have any further rights or obligations hereunder,
except for those which survive the termination of this Agreement or (2) enforce
specific performance of the obligations of Seller hereunder. If Purchaser fails
to perform its obligations pursuant to this Agreement at or prior to Closing for
any reason except failure by Seller to perform hereunder or termination of this
Agreement as provided herein, then Seller may, as its sole remedy, terminate
this Agreement by notifying Purchaser thereof, in which event the Title Company
shall deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon
neither Seller nor Purchaser shall have any further rights or obligations
hereunder, except for those which survive the termination of this Agreement. The
Title Company shall deliver the Xxxxxxx Money to Seller immediately following
the Title Company's receipt of an affidavit of Seller stating that Purchaser has
defaulted and Seller has terminated this Agreement.
9. Destruction, Damage, or Taking Before Closing. If, before the
Closing Date, all or any material part of the Property is destroyed or damaged,
or becomes subject to condemnation or eminent domain proceedings, then Seller
shall promptly notify Purchaser thereof (a "Seller's Notice"). Purchaser may
elect to proceed with the Closing (subject to the other provisions of this
Agreement) by delivering notice thereof to Seller within three days after
receipt of a Seller's Notice, but Purchaser shall be entitled to all insurance
proceeds or condemnation awards payable as a result of such damage or taking
and, to the extent the same may be necessary or appropriate, Seller shall assign
to Purchaser at Closing Seller's rights to such proceeds or awards. If, within
three days after Purchaser's receipt of a Seller's Notice, Seller receives
written notice from Purchaser of Purchaser's termination of this Agreement, then
Purchaser shall be deemed to have terminated this Agreement. If, within three
days after Seller's delivery of a Seller's Notice, Seller does not receive
9
written notice from Purchaser of Purchaser's termination of this Agreement,
Purchaser shall have waived its right to terminate this Agreement under this
Section 9. If, before the Closing Date, less than a material part of the Land or
Improvements is destroyed or damaged, or becomes subject to condemnation or
eminent domain proceedings, then Seller shall notify Purchaser thereof,
Purchaser shall have no right to terminate this Agreement, and in such case (or
if Purchaser is deemed to have waived its right to terminate this Agreement
under this Section 9 as provided in the preceding sentence), the parties shall
proceed with the Closing, but Purchaser shall be entitled to all insurance
proceeds or condemnation awards payable as a result of such damage or taking
and, to the extent the same may be necessary or appropriate, Seller shall assign
to Purchaser at Closing Seller's rights to such proceeds or awards. For the
purposes of this Section 9, damage or a taking shall be considered to be
"material" if the value of the portion of the Property damaged or taken exceed
twenty percent (20%) of the Purchase Price, or, in the case of a taking, if the
portion of the Property taken is such that it materially adversely affects the
ability to use the remainder for the purposes for which it is presently used.
Purchaser acknowledges that Seller has disclosed to Purchaser that some
non-material hail damage occurred to the Property on or about March 25, 2005 and
that certain repairs to the Property are required to be made as a result of such
damage. Purchaser shall receive a credit at Closing against the Purchase Price
in the amount of $189,256.85.
10. Notices. Notices must be in writing to and given at the addresses
stated above. All notices provided or permitted to be given under this Agreement
may be served by delivering the same in person to such party by a
nationally-recognized, overnight delivery service (e.g., FedEx) or by facsimile
copy transmission during normal business hours with a confirmation copy
delivered by another method permitted under this Section 10. Notice given in
accordance herewith shall be effective upon the earlier to occur of actual
delivery to the address of the addressee or refusal of receipt by the addressee
(even if such addressee refuses delivery thereof). Notices given by counsel to
the Purchaser shall be deemed given by Purchaser and notices given by counsel to
the Seller shall be deemed given by Seller.
11. Miscellaneous.
(a) Entireties. This Agreement contains the entire agreement
of the parties pertaining to the Property.
(b) Modifications. This Agreement may only be modified by a
written document signed by both parties.
(c) Commissions. Seller hereby agrees to pay a commission to
CB Xxxxxxx Xxxxx pursuant to the terms of a separate written agreement between
Seller and CB Xxxxxxx Xxxxx. Other than as stated above in this Section 11(c),
Seller and Purchaser each represent and warrant to the other that no real estate
brokerage commission is payable to any person or entity in connection with the
transaction contemplated hereby, and each agrees to and does hereby indemnify
and hold the other harmless against the payment of any commission to any other
person or entity claiming by, through or under Seller or Purchaser, as
applicable. This indemnification shall extend to any and all claims,
liabilities, costs and expenses (including reasonable attorneys' fees and
litigation costs) arising as a result of such claims and shall survive the
Closing. As provided for in the Texas Real Estate License Act, Purchaser is
10
advised to have an abstract of title for the Property examined by an attorney of
its choice, or to obtain a policy of title insurance pursuant to the terms
hereof.
(d) Calculation of Time Periods; Business Day. Unless
otherwise specified, in computing any period of time described herein, the day
of the act or event after which the designated period of time begins to run is
not to be included and the last day of the period so computed is to be included,
unless such last day is not a Business Day, in which event the period shall run
until the end of the next day which is a Business Day. As used herein, the term
"Business Day" means any day that is not a Saturday, Sunday or legal holiday for
national banks in the city in which the Land and Improvements are located.
(e) Parties Bound; Assignment. This Agreement, and the terms,
covenants, and conditions herein contained, shall inure to the benefit of and be
binding upon the heirs, personal representatives, successors, and assigns of
each of the parties hereto. Purchaser may assign its rights under this Agreement
to Xxxxxxxxxx Realty Group, Inc. without Seller's consent; no other assignment
by Purchaser is permitted without Seller's consent.
(f) Attorneys' Fees. In the event of litigation between the
parties in connection with this Agreement, the prevailing party shall be
entitled to recover its reasonable attorneys' fees and costs from the
non-prevailing party. The obligation in the immediately preceding sentence shall
survive any termination of this Agreement or the Closing as a surviving
obligation.
(g) Arbitration. Any disputes arising under this Agreement
shall be settled by arbitration administered by the American Arbitration
Association ("AAA") in accordance with the Commercial Arbitration Rules of the
AAA, the venue for which shall be Dallas, Texas. The arbitration shall be
conducted by a panel of arbitrators ("Arbitration Panel"), whose decision
(and/or award) shall be final and binding on the parties and judgment on the
decision (and/or award) may be entered by any court having jurisdiction thereof.
The Arbitration Panel will be comprised of one arbitrator appointed by each of
the parties, and a third arbitrator mutually selected by the first two
arbitrators. In the event that the first two arbitrators fail to appoint the
third arbitrator or a party fails to appoint an arbitrator, that arbitrator will
be appointed by the AAA. The mutually selected arbitrator, who will be a
qualified lawyer, will act as the Chairman of the Arbitration Panel
(h) Governing Law; Jurisdiction. This Agreement shall be
governed and construed in accordance with the laws of the State of Texas. Each
of Seller and Purchaser consents to binding arbitration as provided in Section
11(g) for any dispute among them arising out of matters related to this
Agreement or the Property. Each of Seller and Purchaser waives the right to
commence an action in connection with this Agreement in any court and expressly
agrees to be bound by the decision of the arbitrator determined in Section
11(g). The waiver of this Section 11(h) will not prevent Seller or Purchaser
from commencing an action in any court for the sole purposes of enforcing the
obligation of the other party to submit to binding arbitration or the
enforcement of an award granted by arbitration herein
(i) Multiple Counterparts. To facilitate execution, this
Agreement may be executed in as many counterparts as may be convenient or
11
required. It shall not be necessary that the signature of, or on behalf of, each
party, or that the signature of all persons required to bind any party, appear
on each counterpart. All counterparts shall collectively constitute a single
instrument.
(j) Time is of the Essence. Time is of the essence in this
Agreement.
(k) Like-Kind Exchange. Purchaser will consummate the purchase
of the Property as part of a so-called like-kind exchange (the "Exchange")
pursuant to ss.1031 of the Internal Revenue Code of 1986, as amended, provided
that (1) Purchaser shall provide all material information relating to the
parties and properties to the Exchange no later than two days before Closing;
(2) all costs, fees, and expenses attendant to the Exchange shall be the sole
responsibility of Purchaser, and Purchaser shall indemnify and hold harmless
Seller from and against any such costs, fees, and expenses; (3) the Closing
shall not be delayed or affected by reason of the Exchange nor shall the
consummation or accomplishment of the Exchange be a condition precedent or
condition subsequent to Purchaser's obligations and covenants under this
Agreement; and (4) Seller shall not be required to acquire or hold title to any
real property other than the Land and Improvements for purposes of consummating
the Exchange. Purchaser agrees to defend, indemnify and hold Seller harmless
from any liability, damages, or costs, including (without limitation) reasonable
attorneys' fees, that may result from Seller's acquiescence to the Exchange.
Seller shall not, by this Agreement or acquiescence to the Exchange, (a) have
its rights under this Agreement, including (without limitation) those that
survive Closing, affected or diminished in any manner or (b) be responsible for
compliance with or be deemed to have warranted to Purchaser that the Exchange in
fact complies with ss.1031 of the Internal Revenue Code of 1986, as amended. The
terms of this Section shall survive Closing.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
12
SELLER'S
SIGNATURE PAGE TO
PURCHASE AND SALE AGREEMENT
BETWEEN
LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2002-CP3,
AS SELLER
AND
XXXX X. XXXXXXXXX, AS QUALIFIED EXCHANGE ACCOMMODATOR FOR
XXXXXXXXXX REALTY GROUP INC.,
AS PURCHASER
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year written below.
SELLER:
LASALLE BANK NATIONAL ASSOCIATION, AS
TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2002-CP3
By: Clarion Partners, LLC, as Special Servicer
Date executed: By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
June 28, 2005
13
PURCHASER'S
SIGNATURE PAGE TO
PURCHASE AND SALE AGREEMENT
BETWEEN
LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2002-CP3,
AS SELLER
AND
XXXX X. XXXXXXXXX, AS QUALIFIED EXCHANGE ACCOMMODATOR FOR
XXXXXXXXXX REALTY GROUP, INC.
AS PURCHASER
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year written below.
PURCHASER:
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
XXXX X. XXXXXXXXX, as Qualified Exchange
Accommodator for Xxxxxxxxxx Realty Group,
Inc.
Date executed:
June 27, 2005
EQUITABLE BENEFICIARY:
XXXXXXXXXX REALTY GROUP, INC.
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Xxxxxx Xxxxxx
Its: President
-----------------------------------------
Date executed:
June 27, 2005
14
TITLE COMPANY JOINDER
The Title Company joins herein in order to evidence its agreement to
perform the duties and obligations of Title Company set forth herein and to
acknowledge receipt of (a) fully-executed copy of this Agreement, and (b) the
Xxxxxxx Money.
Dated: June 29, 2005
XXXXXXX TITLE OF AUSTIN, INC.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------
Title: Escrow Officer
---------------------------------
15
Exhibit A
Property Description
Tract B, FIRST RESUBDIVISION OF GREENWAY PLAZA SOUTHEAST, a subdivision in
Xxxxxx County, Texas, according to the map or plat of record in Volume 64, Page
83, plat records of Xxxxxx county, Texas.
A-1
Exhibit B
SPECIAL WARRANTY DEED
THE STATE OF TEXAS ss.
ss. KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TRAVIS ss.
LaSalle Bank National Association, as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CP3 ("Grantor"), for and in
consideration of the sum of $10.00 and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, has GRANTED,
BARGAINED, SOLD, and CONVEYED and by these presents does GRANT, BARGAIN, SELL,
and CONVEY unto Xxxxxxxxxx Realty Group, Inc., a Nevada corporation ("Grantee"),
the tract or parcel of land in Xxxxxx County, Texas, described in Exhibit A,
together with all rights, titles, and interests appurtenant thereto including,
without limitation, Grantor's interest, if any, in any and all adjacent streets,
alleys, rights of way and any adjacent strips and gores (such land and interests
are hereinafter collectively referred to as the "Property").
This Special Warranty Deed and the conveyance hereinabove set forth is
executed by Grantor and accepted by Grantee subject to all easements,
restrictions, reservations and covenants now of record and further subject to
all matters that a current, accurate survey of the Property would show, together
with the matters described in Exhibit B attached hereto and incorporated herein
by this reference, to the extent the same are validly existing and applicable to
the Property (hereinafter referred to collectively as the "Permitted
Exceptions").
Grantee acknowledges that Grantee has independently and personally
inspected the Property. The Property is hereby conveyed to and accepted by
Grantee in its present physical condition. Notwithstanding anything contained
herein to the contrary, it is understood and agreed that Grantor and Grantor's
agents or employees have not made and are not now making, and they specifically
disclaim, any warranties, representations or guaranties of any kind or
character, express or implied, oral or written, past, present or future, with
respect to the Property.
TO HAVE AND TO HOLD the Property, together with all and singular the
rights and appurtenances thereunto in anywise belonging, unto Grantee, its
successors and assigns forever, and Grantor does hereby bind itself, its
successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the title
to the Property unto the said Grantee, its successors and assigns against every
person whomsoever lawfully claiming or to claim the same or any part thereof by,
through, or under Grantor but not otherwise, subject to the Permitted
Exceptions.
[The Remainder of this Page Intentionally Left Blank]
B-1
Grantee's address is: 000 Xxxxxx Xxxxx Xxxx., Xxxxx 000, Xxxxx Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000.
EXECUTED as of June 28, 2005.
LASALLE BANK NATIONAL ASSOCIATION, AS
TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2002-CP3
By: Clarion Partners, LLC, as Special Servicer
By:
-------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
THE STATE OF COLORADO ss.
ss.
COUNTY OF ARAPAHOE ss.
This instrument was acknowledged before me on June 28, 2005, by Xxxxxxx
X. Xxxxxx, Senior Vice President of Clarion Partners, LLC, as Special Servicer
for LaSalle Bank National Association, As Trustee For The Registered Holders Of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-CP3, on behalf of said Special Servicer.
-------------------------------------
Notary Public, State of Colorado
My Commission Expires:
---------------
-------------------------------------
Printed Name of Notary
B-2
Exhibit C
XXXX OF SALE, ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
THIS XXXX OF SALE, ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
(this "Xxxx of Sale") is made as of the _____ day of __________________, 2005,
by and between LaSalle Bank National Association, as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CP3 ("Assignor"), and [_____], a
[_____] ("Assignee").
W I T N E S S E T H:
For good and valuable consideration, receipt and sufficiency of which
are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor hereby sells, transfers, assigns and conveys to Assignee
the following:
(a) All right, title and interest of Assignor in and to all
tangible personal property ("Personalty") set forth in the inventory on Exhibit
A hereto and made a part hereof, and located on, and used in connection with the
management, maintenance or operation of that certain land and improvements
located in the County of Xxxxxx, State of Texas, as more particularly described
in Exhibit B hereto and made a part hereof ("Real Property"), but excluding
tangible personal property owned or leased by Assignor's property manager or the
tenants of the Real Property under the Tenant Leases (as defined below).
(b) All right, title and interest of Assignor in and to those
certain leases described on Exhibit C hereto and made a part hereof (the "Tenant
Leases"), relating to the leasing of space in the Real Property and all of the
rights, interests, benefits and privileges of the lessor thereunder, and to the
extent Assignee has not received a credit therefor under the Purchase Agreement
(as defined below), all prepaid rents and security and other deposits held by
Assignor under the Tenant Leases and not credited or returned to tenants, but
subject to all terms, conditions, reservations and limitations set forth in the
Tenant Leases.
(c) To the extent assignable, all right, title and interest of
Assignor in and to those certain contracts set forth on Exhibit D hereto and
made a part hereof, and all warranties, guaranties, indemnities and claims
(including, without limitation, for workmanship, materials and performance) and
which exist or may hereafter exist against any contractor, subcontractor,
manufacturer or supplier or laborer or other services relating thereto
(collectively, the "Contracts").
(d) All right, title and interest of Assignor in and to those
agreements set forth on Exhibit E hereto and made a part hereof (the "License
Agreements").
2. This Xxxx of Sale is given pursuant to that certain Purchase and
Sale Agreement (as amended, the "Purchase Agreement") dated as of June __, 2005
between Assignor and Assignee, providing for, among other things, the conveyance
of the Personalty, the Tenant Leases, the License Agreements and the Contracts.
C-1
3. As set forth in Section 5(c) of the Purchase Agreement, which is
hereby incorporated by reference as if herein set out in full and except as set
forth herein, the property conveyed hereunder is conveyed by Assignor and
accepted by Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER
NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE
AGREEMENT, IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE
AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES
CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE
PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER
WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE TEXAS UNIFORM COMMERCIAL
CODE.
4. Assignee hereby accepts the assignment of the Personalty, the Tenant
Leases, the Contracts and the License Agreements and agrees to assume and
discharge, in accordance with the terms thereof, (a) all of the obligations
thereunder from and after the date hereof, including, without limitation, the
obligations and duties of Assignor relating to any tenant deposits either
assigned to Assignee or for which Assignee received a credit from Assignor
pursuant to the Purchase Agreement, and (b) all of the lessor's obligations
under the Tenant Leases relating to the physical, environmental or legal
compliance status of the Real Property, whether arising before or after the date
hereof. Additionally, but without limiting the generality of the foregoing,
Assignee agrees to assume and discharge all leasing commissions, costs for
tenant improvements, legal fees and other costs and expenses incurred with
respect to Tenant Leases and Tenant Lease renewals and extensions and License
Agreements and License Agreement renewals and extensions executed subsequent to
the Effective Date of the Agreement and those set forth on Exhibit F hereto.
Assignee agrees to indemnify and hold harmless Assignor from any cost,
liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignee's failure to perform any of the foregoing obligations.
5. Assignor agrees to indemnify and hold harmless Assignee from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignor's failure to perform any of the obligations of Assignor
under the Tenant Leases, Contracts or License Agreements, to the extent accruing
prior to the date hereof, excluding all of the lessor's obligations under the
Tenant Leases relating to the physical, environmental or legal compliance status
of the Real Property (whether accruing before or after the date hereof).
6. This Xxxx of Sale may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
C-2
IN WITNESS WHEREOF, the parties hereto have executed this Xxxx of Sale
as of the date first above written.
ASSIGNOR:
LASALLE BANK NATIONAL ASSOCIATION, AS
TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2002-CP3
By: Clarion Partners, LLC, as Special Servicer
By:
-------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
ASSIGNEE:
[--------------------------------------------]
By:
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
Exhibit A Personalty
Exhibit B Real Property
Exhibit C Tenant Leases
Exhibit D Contracts
Exhibit E License Agreements
Exhibit F Lease Costs and Expenses
C-3
Exhibit D
Notice to Tenants
________________, 2005
[Name and Address of Tenant]
You are hereby notified that LaSalle Bank National Association, as
trustee for the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CP3
("Seller"), the current owner of the Xxxx Oaks Apartments in Austin, Texas (the
"Property") and the current owner of the landlord's interest in your lease in
the Property, has sold the Property to [Purchaser] ("New Owner"), as of the
above date. In connection with such sale, Seller has assigned and transferred
its interest in your lease and your security deposit thereunder in the amount of
$____________ (the "Security Deposit") to New Owner, and New Owner has assumed
and agreed to perform all of the landlord's obligations under your lease
(including any obligations set forth in your lease or under applicable law to
repay or account for the Security Deposit) from and after such date. New Owner
acknowledges that New Owner has received and is responsible for the Security
Deposit.
Accordingly, (a) all your obligations under the lease from and after
the date hereof, including your obligation to pay rent, shall be performable to
and for the benefit of New Owner, its successors and assigns, and (b) all the
obligations of the landlord under the lease, including any obligations
thereunder or under applicable law to repay or account for the Security Deposit,
shall be the binding obligation of New Owner and its successors and assigns.
Unless and until you are otherwise notified in writing by New Owner, the address
of New Owner for all purposes under your lease is:
----------------------------------
----------------------------------
----------------------------------
----------------------------------
D-1
Very truly yours,
SELLER:
LASALLE BANK NATIONAL ASSOCIATION, AS
TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2002-CP3
By: Clarion Partners, LLC, as Special Servicer
By:
------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
NEW OWNER:
[---------------------------------------------]
By:
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
D-2
Exhibit E
FIRPTA CERTIFICATE
Section 1445 of the Internal Revenue Code provides that a transferee of
a U.S. real property interest must withhold tax if the transferor is a foreign
person. For U.S. tax purposes (including Section 1445), the owner of a
disregarded entity (which has legal title to a U.S. real property interest under
local law) will be the transferor of the property and not the disregarded
entity. To inform Xxxxxxxxxx Realty Group, Inc. ("Transferee") that withholding
of tax is not required upon the disposition of a U.S. real property interest by
LaSalle Bank National Association, as trustee for the registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-CP3 ("Transferor"), the undersigned, in
his capacity as Senior Vice President of Clarion Partners, LLC, as Special
Servicer, but not individually, hereby certifies to Transferee the following on
behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);
2. Transferor is not a disregarded entity as defined in Section
1.1445-2(b)(2)(iii);
3. Transferor's U.S. employer identification number is 00-0000000; and
4. Transferor's office address is c/o Xxxxxxx X. Xxxxxx, 0000 X.
Xxxxxxx'x Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
Transferor understands that this certification may be disclosed to the
Internal Revenue Service by Transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of Transferor.
Dated as of June 28, 2005.
E-1
LASALLE BANK NATIONAL ASSOCIATION, AS
TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2002-CP3
By: Clarion Partners, LLC, as Special Servicer
By:
-----------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
Date: June 28, 0000
XXX XXXXX XX XXXXXXXX ss.
ss.
COUNTY OF ARAPAHOE ss.
This instrument was acknowledged before me on June 28, 2005, by Xxxxxxx
X. Xxxxxx, Senior Vice President of Clarion Partners, LLC, as Special Servicer
for LaSalle Bank National Association, As Trustee For The Registered Holders Of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-CP3, on behalf of said Special Servicer.
--------------------------------
Notary Public, State of Colorado
E-2
