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Exhibit 10.13
Record and return to:
Principal Life Insurance Company
c/o Principal Real Estate Investors, LLC, Servicer
801 Grand Avenue
Des Moines, Iowa 50392-1450
ATTN: Beth Jensen
CONSENT TO TRANSFER AND ASSUMPTION
AND LOAN MODIFICATION
LOAN 754150
THIS
CONSENT TO TRANSFER AND ASSUMPTION AND LOAN MODIFICATION
("Consent")
is entered into effective as of January 12, 2006 among (i)
PRINCIPAL LIFE
INSURANCE COMPANY, an Iowa corporation ("Lender"); (ii) ROBERT L.
GORHAM, an
attorney licensed to practice law in the District of Columbia and a
member in
good standing in the District of Columbia Bar with a law office at
Holland &
Knight LLP, 2099 Pennsylvania Avenue, N.W., Suite 100, Washington,
D.C. 20006
and JOSEPH P. WHITEBREAD, JR., an attorney licensed to practice law
in the
District of Columbia and a member in good standing in the District
of Columbia
Bar with a law office at Holland & Knight LLP, 2099
Pennsylvania Avenue, N.W.,
Suite 100, Washington, D.C. 20006, collectively, as ("Trustee");
(iii) 1025
VERMONT INVESTORS, L.L.C., a Delaware limited liability company
("Current
Borrower"); and (iv) 1025 VERMONT AVENUE, LLC, a Virginia limited
liability
company ("Proposed Borrower").
WITNESSETH:
WHEREAS, Lender provided Current Borrower a loan (the "Loan") in
the
original principal amount of $19,000,000.00 evidenced by a Secured
Promissory
Note dated December 20, 2004, from Current Borrower to Lender (the
"Note")
secured by a Deed of Trust, Security Agreement and Assignment of
Rents dated
December 20, 2004 (the "Mortgage") encumbering the property more
particularly
described in Exhibit A, attached hereto and incorporated herein
(the "Property")
and recorded in Document 2004172598, among the land records of the
Washington,
District of Columbia Recorder of Deeds, an Assignment of Leases and
Rents dated
December 20, 2004 (the "Assignment of Leases and Rents") and
recorded in
Document 2004172599, among the land records of the Washington,
District of
Columbia Recorder of Deeds, and a Property Reserves Agreement dated
December 20,
2004 ("Reserve Agreement") (collectively with this Consent, the
"Loan
Documents"); and
WHEREAS, Current Borrower and Proposed Borrower have requested that
Lender
consent to the transfer of the ownership of the Property from
Current Borrower
to Proposed Borrower and Lender will consent to said transfer
provided that: (i)
Proposed Borrower enters into this Consent assuming Current
Borrower's
obligations under the Loan Documents; and, (ii)
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Proposed Borrower assumes the obligations of Current Borrower under
that certain
Environmental Indemnity Agreement dated December 20, 2004
("Environmental
Indemnity").
NOW,
THEREFORE, in consideration of the above premises and of the
benefits
to be obtained by the covenants contained herein, and for other
good, valuable
and legal consideration, the receipt and sufficiency of which is
hereby
acknowledged, the parties hereto intending to be legally bound
hereby agree as
follows:
1. Recitals. The
Recitals hereinabove are incorporated herein by reference and
made
a part hereof. Capitalized terms used but not defined herein shall
be
defined in the Loan Documents.
2. Lender's
Consent. Lender hereby consents to the transfer of the
ownership
of
the Property from Current Borrower to Proposed Borrower. Nothing
herein
shall in any way be construed to impair or affect the first lien
priority
of
the Mortgage.
3. Assumption of
Loan Document Obligations. Proposed Borrower hereby agrees to
assume all of Current Borrower's obligations under the Loan
Documents and
abide by the terms thereof. In addition, Proposed Borrower
represents that
the
funds over and above the amount of the Loan used to facilitate
the
purchase of the Property are a capital contribution and are not
secured,
directly or indirectly, by an interest in the Proposed Borrower or
other
collateral assigned to the Lender.
4. Assumption of
Environmental Indemnity Obligations. Proposed Borrower hereby
agrees to assume all of Current Borrower's obligations under
the
Environmental Indemnity as if Proposed Borrower had signed the
original
Environmental Indemnity and agrees to abide by the terms
thereof.
Notwithstanding the above, Proposed Borrower is not making any
representations and warranties, as of the date hereof, provided in
Section
2 of
the Environmental Indemnity.
5. No Waiver.
Lender's consent to the transfer of the Property and assumption
of
all of Current Borrower's obligations under the Loan Documents
by
Proposed Borrower shall not be deemed to be a waiver of
Lender's
requirements for consent to any future transfer.
6. Transfer and
Release. On the date that Proposed Borrower assumes the loan
and
acquires ownership of the Property from Current Borrower, which
shall
be
the same date as the date this document and all other documents
transferring the Property from Current Borrower to Proposed
Borrower are
recorded ("Transfer Date"), Current Borrower shall be released from
all
obligations under the Loan Documents except Current Borrower shall
remain
liable to Lender its successors and/or assigns for any
environmental
indemnity obligations specified in the Environmental Indemnity for
any
Hazardous Material (as defined in the Environmental Indemnity)
introduced
to
the Property prior to the Transfer Date.
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7. OFAC Compliance.
(a)
Proposed Borrower
represents and warrants that (a) Proposed Borrower
and each person or entity owning an interest in Proposed Borrower
is
(i) not currently identified on the Specially Designated Nationals
and
Blocked Persons List maintained by the Office of Foreign Assets
Control, Department of the Treasury ("OFAC") and/or on any
other
similar list maintained by OFAC pursuant to any authorizing
statute,
executive order or regulation (collectively, the "LIST"), and (ii)
not
a person or entity with whom a citizen of the United States is
prohibited to engage in transactions by any trade embargo,
economic
sanction, or other prohibition of United States law, regulation,
or
Executive Order of the President of the United States, (b) none of
the
funds or other assets of Proposed Borrower constitute property of,
or
are beneficially owned, directly or to Borrower's knowledge
without
investigation, indirectly, by any Embargoed Person (as
hereinafter
defined),
(c) no Embargoed Person has any interest of any nature
whatsoever in Proposed Borrower (whether directly or to
Borrower's
knowledge without investigation, indirectly), (d) none of the funds
of
Proposed Borrower have been derived from any unlawful activity
with
the result that the investment in Proposed Borrower is prohibited
by
law or that the Agreement is in violation of law, and (e)
Proposed
Borrower has implemented procedures, and will consistently apply
those
procedures, to ensure the foregoing representations and
warranties
remain true and correct at all times. The term "EMBARGOED
PERSON"
means any person, entity or government subject to trade
restrictions
under U.S. law, including but not limited to, the International
Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq.,
The
Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
Executive Orders or regulations promulgated thereunder with the
re
