Exhibit 10.68
If: 2014083633 BK: 18349 PG: 945, 03/25/2014at04:49 PM, RECORDING 4 PAGES
$35.50 M DOC STAMP COLLECTION: $90599.60 KEN BURKE, CLERK OF COURT AND COMPTROLLER PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDU10
PREPARED BY:
Stephen F. Katz, Esq.
Greenberg Traurig, P.A.
40 l East Las Olas Boulevard Suite 2000
Fort Lauderdale, Florida 33301
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as the 21st day of March, 2014 by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Lender") andBR CARROLL LANSBROOK, LLC, a Delaware limited liabi1ity company ("Borrower").
RECITALS
A. Lender is now the owner and holder of that certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated September 28, 2012 (the "Mortgage") made by Waterton Lansbrook Venture, L.L.C. (the "Original Borrower"), in favor of Bank of America, N.A. The Mortgage was recordedinOfficial Records Book 17747, Page 111, as amendedbythat certain Amendment to Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, Notice of Future Advance and Spreader Agreement recorded in Official Records Book 18055, Page 262 and by that certain Second Amendment to Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, Notice of Future Advance and Spreader Agreement recorded in Official Records Book 18275, Page 1005, all of the Public Records of Pinellas County, Florida.
B. The Mortgage secures a promissory note in the original principal amount of $34,000,000.00 (the "Original Indebtedness"), the outstanding balance under which is $25,885,543.15 (the “Indebtedness”).
C. In connection with the Borrower's acquisition of the property secured by the Mortgage, Borrower has agreed to assume the Indebtedness.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby
DOCUMENTARY STAMP TAX ON THE INDEBTEDNESS IN THE AMOUNT $90,599.60 IS BEING PAID UPON RECORDATION OF THIS AGREEMENT.
acknowledged, the undersigned hereby agrees as follows:
1. Borrower hereby assumes the Indebtedness and all of the other obligations of the Original Borrower under the Mortgage (if and to the extent the same accrues from and after the date hereof), subject to the modifications to the Mortgage set forth in that certain Amended and Restated Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing of even date herewith ("Amended Mortgage") to be entered into by Borrower.
2.
3. Except as set forth herein and in the Amended Mortgage, all the terms and conditions of the Mortgage shall remain in full force and effect and shall not be modified hereby.
4. Each of Lender and Borrower, on behalf of itself and its respective successors, assignees, predecessors, heirs, administrators, executors, personal representatives, agents, consultants and grantees (collectively with Lender and Borrower, the "Releasing Parties"), hereby waive, remise, release and forever discharge Original Borrower, Waterton Venture XI Holdings, LL.C., a Delaware limited liability company ("WV"), and each of their respective successors, assignees, predecessors, managers, members, investors, directors, officers, employees, agents, consultants, affiliates, trustees, and personal and legal representatives (collectively with Original Borrower and V./V, the "Original Borrower Released Parties") from any and all obligations, claims, actions, suits, causes of action, complaints, grievances, allegations, promises, damages, expenses, liabilities, controversies, accounts and demands of whatever kind, nature or description, known or unknown, direct or indirect, in contract or in tort, at law or in equity, whether arising by statute, common law or 0¢.erwise (collectively, “Claims”), which the Releasing Parties had, may have had or may now have, of any type or nature, if any, that arise out of or are in any way related to any indebtedness owed by any of the Original Borrower Released Parties pursuant to the Note, the Mortgage, the amendments to the Mortgage described above, and any other documents evidencing, securing or guaranteeing the Original Indebtedness.
5. In consideration of Original Borrower and WV cooperating with Borrower in regard to the assignment of the Original Indebtedness to Lender, except for any defaults under the Original Indebtedness, if any, for which either Original Borrower or WV have received written notice from Bank of America, N.A. prior to the date of this Agreement, Borrower hereby agrees to defend, indemnify and hold harmless each of the Original Borrower Release Parties from and against any all Claims asserted against or incurred by any one or more of the Original Borrower Release Parties that arise out of or are in any way related to this Agreement, the assignment of the Original Indebtedness to Lender, and/or any indebtedness owed by any of the Original Borrower Released Parties pursuant to the Note, the Mortgage, the amendments to the Mortgage described above, or any other documents evidencing, securing or guaranteeing the Original Indebtedness.
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IN WITNESS WHEREOF.the undersigned has executed this Agreement as of the day and year first above written.
| LENDER: | ||
| GENERAL ELECTRIC CAPITAL | ||
| CORPORATION, a Delaware corporation | ||
| By: | /s/ Curtis L. Wunschel | |
| Name: Curtis L. Wunschel | ||
| Title: Authorized Signatory | ||
| STATE OF TEXAS | ) |
| )ss.: | |
| COUNTY OF DALLAS | ) |
Thisinstrumentwasacknowledged before me this 20th day of March, 2014 by Curtis L. Wunschel, as Authorized Signatory of General Electric Capital Corporation, a Delaware corporation who executed the foregoinginstrument on behalf of said entity for the purposes therein expressed. He personally appeared before me and is personally known to me.
| Notary Public, State of | Texas | |
| Print Name: | Marsha Chandler | |
| My Commission Expires: | 3/24/2017 |
MARSHA CHANDLER
Notary Public, State of Texas
My Commission Expires
March 24, 2017
/s/ Marsha Chandler
Signature Page to Assumption Agreement
| BORROWER: | ||
| BR CARROLL LANSBROOK, LLC. a Delaware | ||
| limited liability company | ||
| By: | /s/ Jordan Ruddy | |
| Name: Jordan Ruddy | ||
| Title: Chief Executive Officer | ||
| STATE OF New York | ) |
| )ss.: | |
| COUNTY OF New York | ) |
Thisinstrumentwasacknowledged before me this 18 day of March, 2014 by Jordan Ruddy, as Chief Executive Officer of BR CarrollLansbrook, LLC, a Delaware limited liability company who executed the foregoing instrument on behalf of said entity for the purposes therein expressed. He personally appeared before me, is personally known to me or producedDriver’s License as identification.
| Notary Public, State of | New York | |
| Print Name: | Mark Faham | |
| My Commission Expires: | 11/17/2015 | |
| [SEAL] |
| MARK FAHAM | |
| Notary Public, State of New York | |
| No. 01FA6101480 | |
| Qualified in Kings County | |
| Commission Expires November 17, 2015 |
Signature Page to Assumption Agreement