Exhibit 10.13
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is
made and entered into effective as of May 8, 2000 (the "Effective Date") by and
among XXXXXXX X. XXXXX, XXXXXX X. XXXXXXX, XXXXXX X. XXXXXXX, XXXXXX X. XXXXXXX,
XXXXXXX X. XXXXXXX, XXXXXX X. XXXXXXX AND XXXX X. XXXXXXX (collectively,
"Landlord"), PROMUS HOTELS, INC., a Delaware corporation ("Assignor"), and APPLE
SUITES, INC., a Virginia corporation, as trustee for Apple Suites Pennsylvania
Business Trust ("Assignee"). Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the documents assigned and assumed
hereby.
WITNESSETH:
WHEREAS, Landlord, as the landlord, and Assignor, as the
tenant, entered into certain Ground Lease dated July 1, 1996, as amended by
Amendment To Ground Lease between Landlord and Assignor dated July 1, 1996 and
by Second Amendment To Ground Lease And Amendment To Short Form Lease between
Landlord and Assignor dated March 6, 2000 (as so amended, the "Ground Lease"),
and a Short Form Lease was recorded on November 15, 1996 as Instrument No.:
68773 with the Xxxxxxx County, Pennsylvania, Office of the Recorder of Deeds,
relating to the lease of certain real property located in Malvern, East
Whiteland, Pennsylvania, as more particularly described in Exhibit A attached
hereto and made a part hereof (the "Leased Premises"); and
WHEREAS, Assignor and Assignee desire that Assignor assign the
Ground Lease to Assignee and that Assignee assume the obligations of the tenant
thereunder, and Assignor and Assignee desire that Landlord evidence its consent
to same and its release of Assignor from any and all obligations arising under
the Ground Lease as tenant thereunder from and after the Effective Date; and
WHEREAS, Landlord, Assignor and Assignee desire to execute
this Assignment to evidence such assignment, assumption, consent and release;
NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS:
THAT, for and in consideration of the premises and the sum of
Ten Dollars ($10.00) and other good and valuable consideration cash in hand
paid, the receipt and sufficiency of which are hereby acknowledged and
confessed, Assignor by these presents does hereby SELL, TRANSFER and ASSIGN unto
Assignee all of the right, title and interest of Assignor in, to and under the
Ground Lease, subject to all matters set forth or described in Exhibit B
attached hereto and made a part hereof.
TO HAVE AND TO HOLD such interest of Assignor in, to and under
the Ground Lease, together with all and singular the rights and appurtenances
pertaining thereto, unto Assignee and Assignee's successors and assigns forever;
and, subject to the matters herein set forth, Assignor does hereby bind itself
and its successors and assigns to WARRANT AND FOREVER DEFEND such interest unto
Assignee and Assignee's successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof by, through or under
Assignor, but not otherwise.
Assignee hereby assumes all of the obligations of the tenant
under the Ground Lease arising on and after the Effective Date and agrees to be
bound by and to perform all of the terms, conditions and covenants by which the
tenant is bound thereunder. Assignor hereby agrees to indemnify, defend and hold
Assignee harmless from and against all of the obligations of the tenant under
the Ground Lease arising prior to the Effective Date.
Landlord hereby consents to the assignment of the Ground Lease
from Assignor to Assignee, and Assignee's assumption of the obligations of the
tenant thereunder on and after the Effective Date. In connection with such
consent, Landlord hereby releases and discharges Assignor from each and every
obligation and liability accruing under the Ground Lease on and after the
Effective Date, provided, however, that Assignor shall remain fully liable for
each and every obligation and liability accruing under the Ground Lease prior to
the Effective Date.
Each of Landlord, Assignor and Assignee hereby confirms that
it intends for this Assignment to be a complete assignment to Assignee of all of
Assignor's rights, titles and interests in, to and under the Ground Lease, and
all of Assignor's obligations thereunder, and is not a sublease of the Leased
Premises.
ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET
FORTH HEREIN AND IN THAT CERTAIN AGREEMENT OF SALE DATED NOVEMBER 22, 1999
BETWEEN, AMONG OTHERS, ASSIGNOR AND APPLE SUITES, INC., AS THE SAME HAS BEEN
AMENDED, ASSIGNOR HAS NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE.
For purposes of providing notices to the tenant under the
Ground Lease pursuant to same, the address of Assignee is:
c/o Cornerstone Realty Income Trust, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxx
Telephone: 804/000-0000
Facsimile: 804/782-9302
with a copy to:
Jenkens & Xxxxxxxxx
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx, Esq.
Telephone: 214/000-0000
Facsimile: 214/855-4300
2
This Assignment shall be binding upon and shall inure to the
benefit of Landlord, Assignor and Assignee and their respective successors and
assigns.
This Assignment may be executed in one or more counterparts,
each of which shall be deemed an original. Said counterparts shall constitute
but one and the same instrument and shall be binding upon each of the
undersigned individually as fully and completely as if all had signed but one
instrument and shall be unaffected by the failure of any of the undersigned to
execute any or all of said counterparts.
Xxxxxx X. Xxxxxxx is executing this Assignment as
attorney-in-fact for Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx,
Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, and Xxxx X. Xxxxxxx pursuant to the
provisions of "Section 23. Power of Attorney" of the Ground Lease.
EXECUTED as of the Effective Date.
[Signature Pages Follow]
3
Assignor Signature Page
to
Assignment and Assumption of Lease made and entered into effective as
of May 8, 2000 by and among Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx
X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx
and Xxxx X. Xxxxxxx, Promus Hotels, Inc., a Delaware corporation, and
Apple Suites, Inc., a Virginia corporation, as trustee for Apple Suites
Pennsylvania Business Trust
ASSIGNOR:
PROMUS HOTELS, INC.
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
Assignee Signature Page
to
Assignment and Assumption of Lease made and entered into effective as
of May 8, 2000 by and among Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx
X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx
and Xxxx X. Xxxxxxx, Promus Hotels, Inc., a Delaware corporation, and
Apple Suites, Inc., a Virginia corporation, as trustee for Apple Suites
Pennsylvania Business Trust
ASSIGNEE:
APPLE SUITES, INC., as trustee for Apple
Suites Pennsylvania Business Trust
By /S/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board and
President
Landlord Signature Page
to
Assignment and Assumption of Lease made and entered into effective as
of May 8, 2000 by and among Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx
X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx
and Xxxx X. Xxxxxxx, Promus Hotels, Inc., a Delaware corporation, and
Apple Suites, Inc., a Virginia corporation, as trustee for Apple Suites
Pennsylvania Business Trust
LANDLORD:
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
XXXXXX X. XXXXXXX, Attorney-in-Fact
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On this 4th day of May, 2000, before me, the undersigned
officer, personally appeared Xxxxxx X. Xxxxxx, Executive Vice President of
PROMUS HOTELS, INC., who acknowledged himself to be the Executive Vice President
of said corporation and that he, as such officer, being authorized to do so on
behalf of the corporation, executed the foregoing instrument, for the purposes
therein contained, by signing the name of the corporation, as Executive Vice
President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxx Xxxxxx
----------------------------------------
Notary Public
My commission expires:
8/8/2002
---------------------
STATE OF VIRGINIA )
) ss.:
CITY OF RICHMOND )
On this 2nd day of May, 2000, before me, the undersigned
officer, personally appeared Xxxxx X. Xxxxxx, President and Chairman of APPLE
SUITES, INC., who acknowledged himself to be the President and Chairman of said
corporation and that he, as such officer, being authorized to do so on behalf of
the corporation, executed the foregoing instrument as trustee for Apple Suites
Pennsylvania Business Trust, for the purposes therein contained, by signing the
name of the corporation, as President and Chairman.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxxxxx X. Xxxxx
---------------------------------------
Notary Public
My commission expires:
6/30/03
---------------------
STATE OF PENNSYLVANIA )
) ss.:
COUNTY OF XXXXXXX )
On this 3rd day of May, 2000, before me, the undersigned
officer, personally appeared Xxxxxx X. Xxxxxxx, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxx Xxxxxxx
-----------------------------------------
Notary Public
My commission expires:
June 17, 2002
---------------------
EXHIBIT A
LEGAL DESCRIPTION OF PREMISES
ALL THAT CERTAIN parcel of land SITUATE in East Whiteland Township, Xxxxxxx
County, Pennsylvania, being bounded and described according to a Survey and Plan
thereof entitled ALTA/ACSM Land Title Survey for Promus Hotel Corporation, dated
August 12, 1996 by Xxxxxxx Valley Engineers, Inc., Paoli, Pennsylvania, and
being more fully described as follows:
BEGINNING at a point on the southerly legal Right of Way Line of Swedesford Road
- S. R. 1002, 94 feet wide, a corner in common of these and lands now or late of
the Pennsylvania State University; THENCE from the point of beginning, leaving
said right of way line, along said lands, South 28 degrees 04 minutes 35 seconds
East 566.35 feet to a point on line of other lands now or late of the
Pennsylvania State University; THENCE along said lands, along the northerly
Legal Right of Way Line for Limited Access of U.S. Route 202 - S. R. 0202,
variable width, South 59 degrees 09 minutes 34 seconds West 168.05 feet; THENCE
continuing along said right xx xxx xxxx, Xxxxx 00 degrees 24 minutes 32 seconds
West 186.61 feet to a corner of lands now or late of Xxxxxxx X. Xxxxx, et al:
THENCE leaving said right of way line, along said lands, North 28 degrees 04
minutes 35 seconds West 457.22 feet to a point on the southerly Legal Right of
Way Line of Swedesford Road - S.R. 1002, aforesaid; THENCE along said right of
way line, along a curve to the right having a radius of 13.468.61 feet, an arc
length of 330.94 feet, and a chord bearing North 57 degrees 36 minutes 55
seconds East 330.94 feet to the point of beginning.
EXHIBIT B
1. Taxes and assessments for the year 2000 and subsequent years.
2. Right of Way Easement by and between Promus Hotels, Inc., a Delaware
corporation, and the Pennsylvania State University, dated July 2, 1996 and
recorded November 15, 1996 in Record Book 4107, Page 2244.
3. Terms and conditions of Ground Lease between Xxxxxx X. Xxxxxxx, Xxxxxxx X.
Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X.
Xxxxxxx, and Xxxx X. Xxxxxxx ("Landlord") and Promus Hotels, Inc.
("Tenant"), as amended by Amendment To Ground Lease between Landlord and
Tenant dated July 1, 1996 and by Second Amendment To Ground Lease And
Amendment To Short Form Lease between Landlord and Tenant dated March 6,
2000 (the "Second Amendment"), a Memorandum of which was dated July 1, 1996
and recorded November 15, 1996 in Book 4107, Page 2237, as amended by the
Second Amendment which has been or is to be recorded.
4. Building Entrance Facility Grant by Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxx, et
al. and Promus Hotels, Inc. for the benefit of Xxxx Atlantic-Pennsylvania,
Inc. dated December 11, 1996 and recorded in Book 4171, Page 2027.
