EXHIBIT 10(e)
XXXXX POST OAK LIMITED PARTNERSHIP, as Borrower
(Borrower)
to
COLUMN FINANCIAL, INC., as Lender
(Lender)
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ASSIGNMENT OF LEASES AND RENTS
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Dated: As of December 6, 2002
Location: 0000 Xxxx Xxx Xxxxxxxxx
0000 Xxxx Xxx Xxxxxxxxx and
0000 Xxxx Xxx Xxxxxxxxx
Xxxxxxx, Xxxxx
County: Xxxxxx
PREPARED BY AND UPON
RECORDATION RETURN TO:
Cadwalader, Xxxxxxxxxx & Xxxx
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Esq.
ASSIGNMENT OF LEASES AND RENTS
THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") made as of the 6th
day of December, 2002, by XXXXX POST OAK LIMITED PARTNERSHIP, a Delaware limited
partnership, as assignor, having its principal place of business at 000 Xxxxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 ("Borrower") to COLUMN FINANCIAL,
INC. as assignee, having an address at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Lender").
W I T N E S S E T H:
WHEREAS, this Assignment is given in connection with a loan in the
principal sum of SEVENTY SEVEN MILLION AND NO/100 DOLLARS ($77,000,000.00) (the
"Loan") made by Lender to Borrower pursuant to that certain Loan Agreement,
dated as of the date hereof (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the "Loan Agreement") and
evidenced by that certain Promissory Note, dated the date hereof, given by
Borrower to Lender (as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time, the "Note");
WHEREAS, Borrower desires to secure the payment of the Debt (as defined in
the Loan Agreement) and the performance of all of its obligations under the
Note, the Loan Agreement and the other Loan Documents; and
WHEREAS, this Assignment is given pursuant to the Loan Agreement, and
payment, fulfillment, and performance by Borrower of its obligations thereunder
and under the other Loan Documents is secured hereby, and each and every term
and provision of the Loan Agreement and the Note, including the rights,
remedies, obligations, covenants, conditions, agreements, indemnities,
representations and warranties therein, are hereby incorporated by reference
herein as though set forth in full and shall be considered a part of this
Assignment.
NOW THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this
Assignment:
ARTICLE 1 - ASSIGNMENT
Section 1.1 Property Assigned. Borrower hereby absolutely and
unconditionally assigns and grants to Lender all of Borrower's right, title and
interest, if any, in and to the following property, rights, interests and
estates, now owned, or hereafter acquired by Borrower (each only to the extent
permitted by applicable law and the instrument or document creating Borrower's
interest thereunder, if applicable) (collectively, the "Collateral"):
(a) Leases. All leases, subleases or subsubleases, lettings, licenses,
concessions or other agreements made a part hereof (whether written or
oral and whether now or hereafter in effect), pursuant to which any
Person is granted a possessory interest in,
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or a right to use or occupy, all or any portion of any space in that certain lot
or piece of land, more particularly described in Exhibit A annexed hereto and
made a part hereof, together with the buildings, structures, fixtures,
additions, enlargements, extensions, modifications, repairs, replacements and
improvements now or hereafter located thereon (collectively, the "Property") and
every modification, amendment or other agreement relating to such leases,
subleases, subsubleases, or other agreements entered into in connection with
such leases, subleases, subsubleases, or other agreements and every guarantee of
the performance and observance of the covenants, conditions and agreements to be
performed and observed by the other party thereto, and the right, title and
interest of Borrower, its successors and assigns, therein and thereunder.
(b) Other Leases and Agreements. All other leases and other agreements,
whether or not in writing, affecting the use, enjoyment or occupancy
of the Property or any portion thereof now or hereafter made, whether
made before or after the filing by or against Borrower of any petition
for relief under 11 U.S.C. 101 et seq., as the same may be amended
from time to time (the "Bankruptcy Code") together with any extension,
renewal or replacement of the same. This Assignment of other present
and future leases and present and future agreements being effective
without further or supplemental assignment. The "leases" described in
Subsection 1.1(a) and the leases and other agreements described in
this Subsection 1.1(b) are collectively referred to as the "Leases".
(c) Rents. All rents, rent equivalents, income, receivables, revenues,
receipts, insurance proceeds, deposits and profits arising from the
Leases and renewals thereof together with all rents, rent equivalents,
income, fees, receivables, accounts, profits (including, but not
limited to, all oil and gas or other mineral royalties and bonuses),
charges for services rendered and any and all payment and
consideration of whatever form or nature received by Borrower or its
agents or employees from any and all sources relating to the use,
enjoyment and occupancy of the Property whether paid or accruing
before or after the filing by or against Borrower of any petition for
relief under the Bankruptcy Code (collectively, the "Rents").
(d) Bankruptcy Claims. All of Borrower's claims and rights (the
"Bankruptcy Claims") to the payment of damages arising from any
rejection by a lessee of any Lease under the Bankruptcy Code.
(e) Lease Guaranties. All of Borrower's right, title and interest in and
claims under any and all lease guaranties, letters of credit and any
other credit support (individually, a "Lease Guaranty", collectively,
the "Lease Guaranties") given by any guarantor in connection with any
of the Leases or leasing commissions (individually, a "Lease
Guarantor", collectively, the "Lease Guarantors") to Borrower.
(f) Proceeds. All proceeds from the sale or other disposition of the
Leases, the Rents, the Lease Guaranties and the Bankruptcy Claims.
(g) Other. All rights, powers, privileges, options and other benefits of
Borrower as lessor under the Leases and beneficiary under the Lease
Guaranties, including without limitation the immediate and continuing
right to make claim for, receive and collect all Rents payable or
receivable under the Leases and all sums payable under the Lease
Guaranties or pursuant thereto (and to apply the same to the payment
of the Debt or the Other Obligations), and to do all other things
which Borrower or any lessor is or may become entitled to do under the
Leases or the Lease Guaranties.
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(h) Entry. The right, at Lender's option, upon revocation of the license
granted herein, to enter upon the Property in person, by agent or by
court-appointed receiver, to collect the Rents.
(i) Power of Attorney. Borrower's irrevocable power of attorney, coupled
with an interest, to take any and all of the actions set forth in
Section 3.1 of this Assignment and any or all other actions designated
by Lender for the proper management and preservation of the Property.
(j) Other Rights and Agreements. Any and all other rights of Borrower in
and to the items set forth in subsections (a) through (i) above, and
all amendments, modifications, replacements, renewals and
substitutions thereof.
ARTICLE 2 - TERMS OF ASSIGNMENT
Section 2.1 Present Assignment And License Back. It is intended by Borrower
that this Assignment constitute a present, absolute assignment of the
Collateral, and not an assignment for additional security only. Nevertheless,
subject to the terms of this Section 2.1 and the Cash Management Agreement,
Lender grants to Borrower a revocable license to collect, receive, use and enjoy
the Rents and other sums due under the Lease Guaranties and Borrower shall hold
such Rents and all sums received pursuant to any Lease Guaranty, or a portion
thereof sufficient to discharge all current sums due on the Debt, in trust for
the benefit of Lender for use in the payment of such sums.
Section 2.2 Notice To Lessees. Borrower hereby authorizes and directs the
lessees named in the Leases or any other future lessees or occupants of the
Property and all Lease Guarantors to pay over to Lender or to such other party
as Lender directs all Rents and all sums due under any Lease Guaranties upon
receipt from Lender of written notice to the effect that Lender is then the
holder of this Assignment and that an Event of Default (as defined in the Loan
Agreement) exists, and to continue so to do until otherwise notified by Lender.
Section 2.3 Incorporation By Reference. All representations, warranties,
covenants, conditions and agreements contained in the Loan Agreement and the
other Loan Documents as same may be modified, renewed, substituted or extended
are hereby made a part of this Assignment to the same extent and with the same
force as if fully set forth herein.
ARTICLE 3 - REMEDIES
Section 3.1 Remedies of Lender. Upon or at any time after the occurrence of
an Event of Default, the license granted to Borrower in Section 2.1 of this
Assignment shall automatically be revoked, and Lender shall immediately be
entitled to possession of all Rents and sums due under any Lease Guaranties,
whether or not Lender enters upon or takes control of the Property. In addition,
Lender may, to the extent permitted by applicable law, at its option, without
waiving such Event of Default, without regard to the adequacy of the security
for the Debt, either in person or by agent, nominee or attorney, with or without
bringing any action or proceeding, or by a receiver appointed by a court,
dispossess Borrower and its agents and servants from the Property, without
liability for trespass, damages or otherwise and exclude Borrower and its agents
or servants wholly therefrom, and take possession of the Property and all books,
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records and accounts relating thereto and have, hold, manage, lease and operate
the Property on such terms and for such period of time as Lender may deem
reasonably necessary and either with or without taking possession of the
Property in its own name, demand, xxx for or otherwise collect and receive all
Rents and sums due under all Lease Guaranties, including those past due and
unpaid with full power to make from time to time all alterations, renovations,
repairs or replacements thereto or thereof as Lender may deem proper and may
apply the Rents and sums received pursuant to any Lease Guaranties to the
payment of the following in such order and proportion as Lender in its
reasonable discretion may determine, any law, custom or use to the contrary
notwithstanding: (a) all expenses of managing and securing the Property,
including, without being limited thereto, the salaries, fees and wages of a
managing agent and such other employees or agents as Lender may deem reasonably
necessary and all expenses of operating and maintaining the Property, including,
without being limited thereto, all taxes, charges, claims, assessments, water
charges, sewer rents and any other liens, and premiums for all insurance which
Lender may deem reasonably necessary, and the cost of all alterations,
renovations, repairs or replacements, and all expenses incident to taking and
retaining possession of the Property; and (b) the Debt, together with all costs
and reasonable attorneys' fees. In addition, upon the occurrence and during the
continuance of an Event of Default, Lender, at its option, may (1) complete any
construction on the Property in such manner and form as Lender deems reasonably
necessary, (2) exercise all rights and powers of Borrower, including, without
limitation, the right to negotiate, execute, cancel, enforce or modify any
Leases, obtain and evict tenants, and demand, xxx for, collect and receive all
Rents from the Property and all sums due under any Lease Guaranties, (3) require
Borrower to pay monthly in advance to Lender, or any receiver appointed to
collect the Rents, the fair and reasonable rental value for the use and
occupancy of such part of the Property as may be in possession of Borrower or
(4) require Borrower to vacate and surrender possession of the Property to
Lender or to such receiver and, in default thereof, Borrower may be evicted by
summary proceedings or otherwise.
Section 3.2 Other Remedies. Nothing contained in this Assignment and no act
done or omitted by Lender pursuant to the power and rights granted to Lender
hereunder shall be deemed to be a waiver by Lender of its rights and remedies
under the Loan Agreement, the Note, or the other Loan Documents and this
Assignment is made and accepted without prejudice to any of the rights and
remedies possessed by Lender under the terms thereof. The right of Lender to
collect the Debt and to enforce any other security therefor held by it may be
exercised by Lender either prior to, simultaneously with, or subsequent to any
action taken by it hereunder. Borrower hereby absolutely, unconditionally and
irrevocably waives any and all rights to assert any setoff, counterclaim or
crossclaim of any nature whatsoever with respect to the obligations of Borrower
under this Assignment, the Loan Agreement, the Note, the other Loan Documents or
otherwise with respect to the Loan in any action or proceeding brought by Lender
to collect same, or any portion thereof, or to enforce and realize upon the lien
and security interest created by this Assignment, the Loan Agreement, the Note,
or any of the other Loan Documents (provided, however, that the foregoing shall
not be deemed a waiver of Borrower's right to assert any compulsory counterclaim
if such counterclaim is compelled under local law or rule of procedure, nor
shall the foregoing be deemed a waiver of Borrower's right to assert any claim
which would constitute a defense, setoff, counterclaim or crossclaim of any
nature whatsoever against Lender in any separate action or proceeding).
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Section 3.3 Other Security. Lender may take or release other security for
the payment of the Debt, may release any party primarily or secondarily liable
therefor and may apply any other security held by it to the reduction or
satisfaction of the Debt without prejudice to any of its rights under this
Assignment.
Section 3.4 Non-Waiver. The exercise by Lender of the option granted it in
Section 3.1 of this Assignment and the collection of the Rents and sums due
under the Lease Guaranties and the application thereof as herein provided shall
not be considered a waiver of any default by Borrower under the Note, the Loan
Agreement, the Leases, this Assignment or the other Loan Documents. The failure
of Lender to insist upon strict performance of any term hereof shall not be
deemed to be a waiver of any term of this Assignment. Borrower shall not be
relieved of Borrower's obligations hereunder by reason of (a) the failure of
Lender to comply with any request of Borrower or any other party to take any
action to enforce any of the provisions hereof or of the Loan Agreement, the
Note or the other Loan Documents, (b) the release regardless of consideration,
of the whole or any part of the Property, or (c) any agreement or stipulation by
Lender extending the time of payment or otherwise modifying or supplementing the
terms of this Assignment, the Loan Agreement, the Note, or the other Loan
Documents. Lender may resort for the payment of the Debt to any other security
held by Lender in such order and manner as Lender, in its discretion, may elect.
Lender may take any action to recover the Debt, or any portion thereof, or to
enforce any covenant hereof without prejudice to the right of Lender thereafter
to enforce its rights under this Assignment. The rights of Lender under this
Assignment shall be separate, distinct and cumulative and none shall be given
effect to the exclusion of the others. No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any other
provision.
Section 3.5 Bankruptcy. (a) Upon or at any time after the occurrence of an
Event of Default, Lender shall have the right to proceed in its own name or in
the name of Borrower in respect of any claim, suit, action or proceeding
relating to the rejection of any Lease, including, without limitation, the right
to file and prosecute, to the exclusion of Borrower, any proofs of claim,
complaints, motions, applications, notices and other documents, in any case in
respect of the lessee under such Lease under the Bankruptcy Code.
(b) If there shall be filed by or against Borrower a petition under the
Bankruptcy Code, and Borrower, as lessor under any Lease, shall
determine to reject such Lease pursuant to Section 365(a) of the
Bankruptcy Code, then Borrower shall give Lender not less than ten
(10) days' prior notice of the date on which Borrower shall apply to
the bankruptcy court for authority to reject the Lease. Lender shall
have the right, but not the obligation, to serve upon Borrower within
such ten-day period a notice stating that (i) Lender demands that
Borrower assume and assign the Lease to Lender pursuant to Section 365
of the Bankruptcy Code and (ii) Lender covenants to cure or provide
adequate assurance of future performance under the Lease. If Lender
serves upon Borrower the notice described in the preceding sentence,
Borrower shall not seek to reject the Lease and shall comply with the
demand provided for in clause (i) of the preceding sentence within
thirty (30) days after the notice shall have been given, subject to
the performance by Lender of the covenant provided for in clause (ii)
of the preceding sentence.
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ARTICLE 4 - NO LIABILITY, FURTHER ASSURANCES
Section 4.1 No Liability of Lender. This Assignment shall not be construed
to bind Lender to the performance of any of the covenants, conditions or
provisions contained in any Lease or Lease Guaranty or otherwise impose any
obligation upon Lender prior to Lender exercising its rights with respect
thereto and/or taking actual possession of the Collateral. Lender shall not be
liable for any loss sustained by Borrower resulting from Lender's failure to let
the Property after an Event of Default or from any other act or omission of
Lender in managing the Property after an Event of Default unless such loss is
caused by the willful misconduct and bad faith of Lender. Lender shall not be
obligated to perform or discharge any obligation, duty or liability under the
Leases or any Lease Guaranties or under or by reason of this Assignment prior to
Lender exercising its rights with respect thereto and/or taking actual
possession of the Collateral and Borrower shall, and hereby agrees to, indemnify
Lender for, and to hold Lender harmless from, any and all liability, loss or
damage which may or might be incurred under the Leases, any Lease Guaranties or
under or by reason of this Assignment and from any and all claims and demands
whatsoever prior to Lender exercising its rights with respect thereto and/or
taking actual possession of the Collateral, including the defense of any such
claims or demands which may be asserted against Lender by reason of any alleged
obligations and undertakings on its part to perform or discharge any of the
terms, covenants or agreements contained in the Leases or any Lease Guaranties.
Should Lender incur any such liability, the amount thereof, including costs,
expenses and reasonable attorneys' fees, shall be secured by this Assignment,
the Mortgage and the other Loan Documents and Borrower shall reimburse Lender
therefor immediately upon demand and upon the failure of Borrower so to do
Lender may, at its option, declare all sums secured by this Assignment, the
Mortgage and the other Loan Documents immediately due and payable. Prior to
Lender exercising its rights with respect thereto and/or taking actual
possession of the Collateral, this Assignment shall not operate to place any
obligation or liability for the control, care, management or repair of the
Property upon Lender, nor for the carrying out of any of the terms and
conditions of the Leases or any Lease Guaranties; nor shall it operate to make
Lender responsible or liable for any waste committed on the Property by the
tenants or any other parties, or for any dangerous or defective condition of the
Property including, without limitation, the presence of any Hazardous Substances
(as defined in the Mortgage), or for any negligence in the management, upkeep,
repair or control of the Property resulting in loss or injury or death to any
tenant, licensee, employee or stranger.
Section 4.2 No Mortgagee in Possession. Nothing herein contained shall be
construed as constituting Lender a "mortgagee in possession" in the absence of
the taking of actual possession of the Property by Lender. Except as set forth
herein or under applicable law, in the exercise of the powers herein granted
Lender, no liability shall be asserted or enforced against Lender, all such
liability being expressly waived and released by Borrower.
Section 4.3 Further Assurances. Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, conveyances, assignments, notices of assignments, transfers
and assurances as Lender shall, from time to time, require for the purpose of
assuring, conveying, assigning, transferring and confirming unto Lender the
property and rights hereby assigned or intended now or hereafter so to be, or
which Borrower may be or may hereafter become bound to convey or assign to
Lender, or for carrying out the intention or facilitating the performance of the
terms of this Assignment or for filing, registering or recording this Assignment
and, on demand, will execute and deliver and hereby authorizes Lender to execute
in the name of Borrower to the extent Lender may lawfully do so, one or more
financing statements, chattel mortgages or comparable security instruments, to
evidence more effectively the lien and security interest hereof in and upon the
Leases.
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ARTICLE 5 - MISCELLANEOUS PROVISIONS
Section 5.1 Conflict of Terms. In case of any conflict between the terms of
this Assignment and the terms of the Loan Agreement, the terms of the Loan
Agreement shall prevail.
Section 5.2 No Oral Change. This Assignment and any provisions hereof may
not be modified, amended, waived, extended, changed, discharged or terminated
orally, or by any act or failure to act on the part of Borrower or Lender, but
only by an agreement in writing signed by the party against whom the enforcement
of any modification, amendment, waiver, extension, change, discharge or
termination is sought.
Section 5.3 General Definitions. All capitalized terms not defined herein
shall have the respective meanings set forth in the Loan Agreement. Unless the
context clearly indicates a contrary intent or unless otherwise specifically
provided herein, words used in this Assignment may be used interchangeably in
singular or plural form and the word "Borrower" shall mean "each Borrower and
any subsequent owner or owners of the Property or any part thereof or interest
therein," the word "Lender" shall mean "Lender and any subsequent holder of the
Note, the word "Note" shall mean "the Note and any other evidence of
indebtedness secured by the Loan Agreement, the word "Property" shall include
any portion of the Property and any interest therein, the phrases "attorneys'
fees", "legal fees" and "counsel fees" shall include any and all attorney's,
paralegal and law clerk fees and disbursements, including, but not limited to,
fees and disbursements at the pre-trial, trial and appellate levels incurred or
paid by Lender in protecting its interest in the Property, the Leases and the
Rents and enforcing its rights hereunder; whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.
Section 5.4 Inapplicable Provisions. If any term, covenant or condition of
this Assignment is held to be invalid, illegal or unenforceable in any respect,
this Assignment shall be construed without such provision.
Section 5.5 Governing Law. This Assignment shall be governed in accordance
with the terms and provisions of Section 10.3 of the Loan Agreement.
Section 5.6 Termination of Assignment. Upon payment in full of the Debt,
this Assignment shall become and be void and of no effect and Lender shall, upon
request of Borrower, execute a termination thereof in form and substance
acceptable to Lender in all respects.
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Section 5.7 Notices. All notices or other written communications hereunder
shall be delivered in accordance with Section 10.6 of the Loan Agreement.
Section 5.8 WAIVER OF TRIAL BY JURY. BORROWER AND LENDER HEREBY WAIVE, TO
THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO THIS ASSIGNMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS
OR ANY ACTS OR OMISSIONS OF LENDER, ITS OR THEIR OFFICERS, EMPLOYEES, DIRECTORS
OR AGENTS IN CONNECTION THEREWITH.
Section 5.9 Exculpation. The provisions of Section 9.4 of the Loan
Agreement are hereby incorporated by reference into this Assignment to the same
extent and with the same force as if fully set forth herein.
Section 5.10 Successors and Assigns. This Assignment shall be binding upon
and inure to the benefit of Borrower and Lender and their respective successors
and assigns forever.
Section 5.11 Headings, Etc. The headings and captions of various paragraphs
of this Assignment are for convenience of reference only and are not to be
construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.
ARTICLE 6 - STATE-SPECIFIC PROVISIONS
Section 6.1 In the event of any inconsistencies between the other terms and
conditions of this Assignment and this Article 6, the terms and conditions of
Article 6 shall control and be binding. In the event of any inconsistencies
between this Assignment and the Loan Agreement, the terms and conditions of the
Loan Agreement shall govern.
(a) The assignments set forth in this Assignment are intended to
constitute payment to Lender only to the extent that the Rents are
actually received by Lender (as opposed to constituting a portion of
the voluntary payments of principal and interest on the Note) and are
not used for the operation or maintenance of the Property or for the
payment of costs and expenses in connection therewith, taxes,
assessments, water charges, sewer rents, and other charges levied,
assessed or imposed against the Property, insurance premiums, costs
and expenses with respect to any litigation affecting the Property,
the leases, the concessions, and the rent, any wages and salaries of
employees, commissions of agents and attorneys fees.
It is further the intent of Borrower and Lender that the Rents hereby
absolutely assigned are no longer, during the term of this Assignment, property
of Borrower or property of any estate of Borrower as defined in 11 U.S.C. 541
and shall not constitute collateral, cash or otherwise, of Borrower. The term
Rents as used herein shall mean the gross rents without deduction or offset of
any kind.
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IT IS SPECIFICALLY INTENDED BY BORROWER AND LENDER THAT ALL INDEMNITY
OBLIGATIONS AND LIABILITIES ASSUMED BY BORROWER HEREUNDER BE WITHOUT LIMIT AND
WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF (INCLUDING PREEXISTING
CONDITIONS), STRICT LIABILITY, OR THE NEGLIGENCE OF ANY PARTY OR PARTIES
(INCLUDING LENDER) WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE
OR PASSIVE. THE PARTIES SPECIFICALLY INTEND THAT LENDER IS TO BE INDEMNIFIED
AGAINST LENDER'S OWN NEGLIGENCE.
NO FURTHER TEXT ON THIS PAGE
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IN WITNESS WHEREOF, the party hereto has caused this Assignment to be duly
executed by its duly authorized representative, as of the day and year first
above written. BORROWER:
XXXXX POST OAK LIMITED PARTNERSHIP,
a Delaware limited partnership
By: XXXXX POST OAK, INC., a Delaware
corporation, its general partner
By: /S/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
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STATE OF FLORIDA )
) ss.
COUNTY OF PALM BEACH )
This instrument was acknowledged before me on the 6th day of December, 2002, by
Xxxxxx X. Xxxxxxxxx, the Vice President of Xxxxx Post Oak, Inc., a Delaware
corporation, the general partner of Xxxxx Post Oak Limited Partnership, a
Delaware limited partnership.
(SEAL) /S/ Xxxxx X. Xxxxxxxx
-------------------------------
My commission Expires: Print Name of Notary:
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EXHIBIT A
(Legal Description of Property)
