EXHIBIT 10.18
DEED IN LIEU OF FORECLOSURE
THIS DEED IN LIEU OF FORECLOSURE is made this 30th day of November in
the year A.D. one thousand nine hundred ninety-five (1995) between NEW CARLTON
HOUSE PARTNERS, LTD., a Pennsylvania limited partnership, successor in interest
to Carlton House Associates (hereinafter called the Grantor), of the one part,
and KENNEDY BOULEVARD ASSOCIATES I, L.P., a Pennsylvania limited partnership
(hereinafter called the Grantee), of the other part.
WHEREAS, Grantee is the present holder of the following mortgages
against the premises hereinafter described: (i) Mortgage, Assignment of Rents
and Security Agreement dated October 30, 1984 executed by Grantor's predecessor-
in-interest, Carlton House Associates ("CHA"), in favor of Consolidated Capital
Equity Partners ("CCEP") and recorded in the Department of Records of the City
Philadelphia (the "Recorder's Office") on November 13, 1984 in Mortgage Book
F.H.S. 2, Page 227, as collaterally assigned by a certain assignment of (1)
Mortgage, Assignment of Rents and Security Agreement, (2) Promissory Note
Secured Thereby, and (3) Conditional Assignment of Rents and Leases dated
October 31, 1984 executed by CCEP in favor of Consolidated Capital Institutional
Properties ("CCIP") and recorded in the Recorder's Office on November 27, 1984
in Deed Book F.H.S. 15, Page 30, as amended by a certain Amended and Restated
Mortgage, Assignment of Rents and Security Agreement dated June 30, 1989
executed by Grantor in favor of CCEP and recorded in the Recorder's Office on
July 3, 1989 in Mortgage Book F.H.S. 2418, Page 490, as collaterally assigned by
a certain Assignment of (1) Amended and Restated Mortgage, Assignment of Rents
and Security Agreement, (2) Amended Promissory Note Secured by Mortgage, and (3)
Supplemental Conditional Assignment of Rents and Leases dated June 28, 1989
executed by CCEP in favor of CCIP and recorded in the Recorder's Office on July
3, 1989 in Assignment Book F.H.S. 300, Page 436, all as further assigned by a
certain Assignment of Mortgage, Assignment of Rents and Security Agreement and
of Conditional Assignment of Rents dated the date hereof executed by
Consolidated Capital Equity Partners, L.P., successor to CCEP, and CCIP in favor
of Grantee and to be recorded in the Recorder's Office prior to this Deed in
Lieu of Foreclosure; and (ii) Mortgage dated October 31, 1984 executed by CHA in
favor of Skokie Federal Savings and Loan Association ("Skokie") and recorded in
the Recorder's Office on November 13, 1984 in Mortgage Book F.H.S. 2, Page 245,
as amended by Amended and Restated Mortgage dated June 30, 1989 executed by
Grantor in favor of Skokie and recorded in the Recorder's Office of July 3, 1989
in Mortgage Book F.H.S. 1383, Page 572, as assigned by a certain Assignment of
Mortgage and Note dated September 29, 1993 executed by Resolution Trust
Corporation as receiver for Skokie in favor of Philly Associates, Inc.
("Philly") and recorded in the Recorder's Office on November 4, 1993 in
Assignment of Mortgage Book V.C.S. 118, Page 344, as further assigned by a
certain Assignment of Mortgage and of Assignment of Rents and Leases dated the
date hereof executed by Philly in favor of Grantee and to be recorded in the
Recorder's Office prior to this Deed in Lieu of Foreclosure (as amended and
assigned, collectively, the "Mortgages").
WHEREAS, pursuant to the Second Amended Plan of Reorganization of TM
Carlton House Partners, Ltd. dated May 9, 1989 as confirmed by an Order of the
Bankruptcy Court of the Eastern District of Pennsylvania, a copy of which is
attached hereto as Exhibit "A," that certain Wrap-Around Purchase Money Mortgage
and Security Agreement dated October 31, 1984 executed by CHA in favor of John
G. Berg and Maureen Beverly and recorded in the Recorder's Office in Mortgage
Book F.H.S. 2, Page 300 was discharged and terminated.
WHEREAS, Grantor and Grantee, inter alia, have entered into that
certain Consensual Transfer Agreement dated this date (the "Agreement") pursuant
to which Grantor agreed to execute and deliver this Deed in Lieu of Foreclosure
to Grantee.
NOW THIS DEED WITNESSETH, that the said Grantor, for and in
consideration of the covenants and agreements contained in the Agreement, has
granted, bargained and sold, aliened, enfeoffed, released and confirmed, and by
these presents does grant, bargain and sell, alien, enfeoff, release and confirm
unto the said Grantee, its successors and assigns,
ALL THAT CERTAIN tract or parcel of land with the buildings and
improvements thereon erected, situate in the City of Philadelphia and
Commonwealth of Pennsylvania, as described more fully on Exhibit "B" attached
hereto and made a part hereof.
BEING the same premises that CCEP conveyed, by deed dated June 7,
1984 and recorded in the Recorder's Office in Deed Book A.L.O. 121, Page 482,
unto CHA, in fee.
BEING tax parcels 08-3-0056-00 and 88-1-0350-00.
UNDER AND SUBJECT to the lien of the Mortgages. The Grantor and the
Grantee hereunder do not intend by this conveyance to merge the interest of the
Grantee as mortgagee under the Mortgages with the interest of the Grantee under
this Deed or in any way extinguish or terminate the Mortgages. The separate
estates of the Grantee as mortgagee under the Mortgages and of the Grantee as
the grantee hereunder shall remain separate and distinct estates at law. The
Grantor and the Grantee intend this Deed in Lieu of Foreclosure to be an
absolute conveyance and not to constitute further security for the indebtedness
secured by the Mortgages.
ALSO UNDER AND SUBJECT to all valid and enforceable covenants,
conditions, restrictions and easements of record.
TOGETHER with all and singular the buildings and improvements, ways,
streets, alleys, passages, waters, water-courses, rights, liberties, privileges,
hereditaments and appurtenances, whatsoever thereunto belonging, or in any wise
appertaining, and the reversions and remainders, rents, issues and profits
thereof; and all the estate, right, title, interest, property, claim and demand
whatsoever of it, the said Grantor in law as in equity, or otherwise howsoever,
of, in, and to the same and every part thereof.
TO HAVE AND TO HOLD the said lot or piece of ground, with the
buildings and improvements thereon erected, the hereditaments and premises
hereby granted, or mentioned and intended so to be, with the appurtenances, unto
the said Grantee, its successors and assigns, to and for the only proper use and
behoof of the said Grantee, its successors and assigns, forever.
UNDER AND SUBJECT as aforesaid.
AND the said Grantor, for itself, its successors and assigns, does
covenant, promise and agree, to and with the said Grantee, its successors and
assigns, by these presents, that it, the said Grantor and its successors and
assigns, all and singular the hereditaments and premises hereinabove described
and granted, or mentioned and intended so to be, with the appurtenances, unto
the said Grantee, its successors and assigns, against it, the said Grantor and
its successors and assigns, and against all and every person or persons
whomsoever lawfully claiming or to claim the same or any part thereof, by, from
or under them or any of them, shall and will subject as aforesaid WARRANT and
forever DEFEND.
IN WITNESS WHEREOF, the said Grantor has hereunto set its hand and
seal as of the date first written above.
Sealed and Delivered
in the Presence of Us.
NEW CARLTON HOUSE PARTNERS, LTD., a Pennsylvania
limited partnership, successor-in-interest to
Carlton House Associates
By: 1801 Tower Inc., a Delaware
corporation, its general partner
Attest:Kelley M. Buechler By: C. D. Vinson
Name: Kelley M. Buechler Name: C. D. Vinson
Title: Asst. Secretary Title: President
(Corporate Seal)
The address of the above-named Grantee is:
One Insignia Financial Plaza
P.O. Box 1089
Greenville, SC 29601
On behalf of the Grantee