Exhibit 10.6
Prepared by, and after recording return /0:
William G, Scott, Esquire Trenam, Kemker, Scharf, Barkin, Frye,
O'Neill & Mullis, P.A.
Kennedy Boulevard, Suite2700 Tampa, Florida 33602
Assumption and Amendment of Note, Mortgage and Other Loan Documents
THIS ASSUMPTION AND AMENDMENT OF NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS (the
"Agreement"), made and entered into effective as of the__ day of April, 2008
(the "Effective Date"), by and between COP-MONROE NORTH, LLC, a Florida limited
liability company (the Purchaser"), whose mailing address is c/o Cornerstone
Real Estate Funds, 1920 Main Street, Suite 400, Irvine, California 92614, and
TRANSAMERICA LIFE INSURANCE COMPANY, an Iowa corporation (the "Mortgagee"),
whose mailing address is c/o AEGON USA Realty Advisors, Inc" 4333 Edgewood Road,
N,E" CedarRapids,Iowa52499,andisjoinedinby REALVEST-MONROECOMMERCENTER,L.L.C., a
Florida limited liability company, whose mailing address is 2200 Lucien Way,
Suite 350, Sanford, Florida 32751-7019 (the "Seller"), GEORGE P. LIVINGSTON, a
natural person and Florida resident whose mailing address is 359 Beloit Avenue,
Winter Park, Florida 32789 (the "Original Carveout Obligor"), and CORNERSTONE
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, and
CORNERSTONECOREPROPERTIESREIT,INC., a Maryland corporation(collectively and
jointly and severally, the Supplemental Carveout Obligors"), each of whose
mailing address is Cornerstone Real Estate Funds, 1920 Main Street, Suite 400,
Irvine, California 92614.
THIS AGREEMENT IS EXECUTED FOR THE PURPOSE OF EVIDENCING THE ASSUMPTION BY
COP­MONROE NORTH, LLC, A FLORIDA LIMITED LIABILITY COMPANY, OF THE OBLIGATIONS
OF REALVEST-MONROE COMMERCENTER, L.L.C., A FLORIDA LIMITED LIABILITY COMPANY
("SELLER"), UNDER THE NOTE (AS DESCRIBED HEREIN) HAVING AN OUTSTANDING PRINCIPAL
BALANCE AS OF THE EFFECTIVE DATE OF $7,374,856.12 AND THE MODIFICATION OF THE
MORTGAGE AND CERTAIN OTHER LOAN DOCUMENTS SECURING THE PAYMENT OF THE NOTE. ALL
FLORIDA INTANGIBLE TAXES DUE ON THE INDEBTEDNESS SECURED BY THE MORTGAGE
MODIFIED AND ASSUMED HEREBY HAVE BEEN PAID AND EVIDENCE THEREOF IS SHOWN ON (A)
THAT CERTAIN "MORTGAGE AND SECURITY AGREEMENT" MADE BY SELLER IN FAVOR OF
AMSOUTH BANK, RECORDED IN OFFICIAL RECORDS BOOK 04433, PAGE 0002, OF THE PUBLIC
RECORDS OF SEMINOLE COUNTY, FLORIDA (THE "RECORDS"), AND (B) THAT CERTAIN
"MODIFICATION AND CONSOLIDATION OF MORTGAGE AND OTHER LOAN DOCUMENTS AND NOTICE
OF FUTURE ADVANCE" RECORDED IN OFFICIAL RECORDS BOOK 05476, PAGE 0444, OF THE
RECORDS. ACCORDINGLY, THIS AGREEMENT AND THE TRANSACTIONS EVIDENCED HEREBY ARE
EXEMPT FROM FLORIDA INTANGIBLE TAX PURSUANT TO SECTION 199.145, FLORIDA
STATUTES. FLORIDA DOCUMENTARY STAMPS ARE BEING PAID ON THIS AGREEMENT BASED UPON
THE FULL $7,374,856.12 UNPAID PRINCIPAL BALANCE OF THE NOTE ASSUMED HEREBY.
WHEREAS, effective as of October 6, 2004 (the "Original Loan Date"), the
Mortgagee made and/or acquired a certain first mortgage loan (the "Loan") to the
Seller in the original principal amount of $7,900,000.00; and,
WHEREAS, the Loan is evidenced by that certain "Amended and Restated Renewal
Secured Promissory Note" in the original principal amount of $7,900,000.00 made
and delivered by the Seller to the order of the Mortgagee dated effective as of
the Original Loan Date (the "Note") and having an outstanding principal balance
as of the Effective Date of$7,374,856.12; and,
WHEREAS, the Note is secured,