This Mortgage Agreement involves
Title: ASSIGNMENT AND ASSUMPTION OF NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS
Governing Law: Texas Date: 8/10/2009
Industry: Construction Services Law Firm: Sidley Austin;Katten Muchin Sector: Capital Goods
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, Illinois 60661
Attention: Douglas L. Noren, Esq.
RECORD AND RETURN TO:
Armbrust & Brown, L.L.P.
100 Congress Avenue, Suite 1300
Austin, Texas 78701
Attention: Gregg C. Krumme
Space Above This Line For Recorder’s Use
ASSIGNMENT AND ASSUMPTION OF NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS
THIS ASSIGNMENT AND ASSUMPTION OF NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS (this “ Agreement ”) is entered into as of June 26, 2009, by COR US BANK, N.A., a national banking association (“ Assignor ”), in favor of STRATUS PARTNERSHIP INVESTMENTS, L.P., a Texas limited partnership (“ Assignee ”).
R E C I T A L S
KNOW ALL MEN BY THESE PRESENTS, that Assignor, is the sole owner and holder of the following (all of which are collectively referred to herein, as amended, as the “ Documents ”):
a. Construction Loan Agreement, dated as of May 2, 2008, by and between CJUF II STRATUS BLOCK 21 LLC, a Delaware limited liability company (the “ Borrower ”), and Assignor (as amended, the “ Loan Agreement ”), with respect to a loan in the aggregate amount of up to $165,000,000.00 (the “ Loan ”);
b. Promissory Note, dated as of May 2, 2008, made by Borrower payable to the order of Assignor in the stated amount of $165,000,000.00 (the “Note ”);
c. Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of May 2, 2008, and filed of record on May 2, 2008, made by Borrower to Bruce Edward Kosub as Trustee for the benefit of Assignor, recorded under Document No. 2008072379 of the Official Public Records of Travis County, Texas (the “ Mortgage ”), encumbering, without limitation, the property legally described in Exhibit A attached hereto and made a part hereof (the “ Mortgaged Property ”);
d. Completion and Non-Recourse Carveout Guaranty, dated as of May 2, 2008, made by Stratus Properties Inc., a Delaware corporation (“ Guarantor ”), in favor of Assignor;
e. Limited Payment Guaranty dated as of May 2, 2008, made by Guarantor in favor of Assignor;
f. Assignment of Construction Documents, dated as of May 2, 2008, made by Borrower in favor of Assignor;
g. Security Assignment of Condominium Documents, dated as of May 2, 2008, made by Borrower in favor of Assignor;
h. Environmental and Hazardous Substances Indemnity Agreement, dated as of May 2, 2008, made by Borrower and Guarantor in favor of Assignor;
i. Assignment of Hotel Documents, dated as of May 2, 2008, made by Borrower in favor of Assignor;
j. UCC-1 Financing Statement naming Borrower as debtor and naming Assignor as secured party, filed on May 5, 2008, as File No. 20081592474, with the Delaware Secretary of State;
k. UCC-1 Financing Statement naming Borrower as debtor and naming Assignor as secured party, filed on May 2, 2008 as File No. 2008072380, with the Travis County Recorder, Texas;
l. Mortgagee Title Insurance Policy Number L83-0001251, issued by Commonwealth Land Title Insurance Company, dated as of May 8, 2008, identifying Assignor as the insured;
m. To the extent assignable, Legal Opinion dated as of May 2, 2008, made by Armbrust & Brown L.L.P. in favor of Assignor;
n. To the extent assignable, Legal Opinion dated as of May 2, 2008, made by Sidley Austin LLP in favor of Assignor;
o. All third party reports and opinions relating to the Loan, to the extent such reports and opinions are in Assignor’s possession or control, Assignor’s rights are assignable and excluding any such reports or opinions that are deemed by Assignor to be confidential, privileged or propriety in nature; and
p. To the extent assignable, such other legal documents as are in Assignor’s closing binder for the Loan.
A G R E E M E N T
AND THAT ASSIGNOR, in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, in hand paid by Assignee, the receipt and sufficiency of which is hereby acknowledged, has sold, assigned, transferred and set over, and by this assignment does sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest in the Note, and the obligations described therein and the moneys due and to become due thereunder, the Mortgage and all of the other Documents, and all of Assignor’s claims or
causes of action against Borrower or Guarantor arising under or in connection with the Loan and the Loan Documents.
TO HAVE AND TO HOLD THE SAME unto Assignee, its successors and assigns, forever.
The Assignor represents and warrants to Assignee that:
(a) Assignor is the legal and beneficial owner of the Loan and of the Documents listed in items (a) through (k) above (“ Loan Documents” ), and has not entered into any agreement with any party other than Assignee to transfer the Loan or the Loan Documents or any interests therein.
(b) Assignor has not pledged or granted a security interest in the Loan or the Loan Documents, and Assignor’s i