ASSIGNMENT AND ASSUMPTION OF
LEASES AND SECURITY DEPOSITS
THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (this
"Assignment") is executed as of this _____ day of November, 2002, by CONNECTICUT
GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and
CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Purchaser").
Purchaser is this day purchasing from Seller and Seller is conveying to
Purchaser the real property described on Exhibit A attached hereto and made a
part hereof together with all improvements thereon and appurtenances thereto
(herein called the "Property"). The Property is occupied by various tenants
(herein called the "Tenants") claiming under written space leases listed and
described on Exhibit B attached hereto and made a part hereof (the "Leases").
Seller has required certain of the Tenants to pay and has collected from such
Tenants a security or other deposit, a list of which deposits and the Tenants
from whom the deposits were collected being set forth on Exhibit B attached
hereto and made a part hereof (herein the total of all such deposits are
referred to as the "Security Deposits"). Seller desires to transfer and assign
all of Seller's right, title and interest in and to: (i) the Leases and (ii) the
Security Deposits.
NOW, THEREFORE in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby transfers and assigns to Purchaser, effective as of
the date hereof, all right, title and interest of Seller in and to: (i) the
Leases (including, without limitation, all rights of Seller as landlord in
connection with and respecting any and all claims against tenants in bankruptcy
and any and all landlord rights to vote in connection therewith), and (ii) the
Security Deposits.
Seller on behalf of itself, its successors and assigns does hereby agree to
indemnify and hold Purchaser, its successors and assigns, harmless from and
against all liabilities arising out of events occurring under the Leases prior
to the date hereof but not thereafter, provided, however, that the foregoing
indemnity shall not imply any warranty or indemnity with respect to compliance
with environmental and land use laws or the use, generation or disposal of
hazardous materials, such matters being governed solely by the terms of that
certain Agreement of Purchase and Sale between Seller and Cedar Income Fund
Partnership, L.P. having an Effective Date (as defined therein) of August 14,
2002, as amended by that certain First Amendment to Agreement of Purchase and
Sale dated September 12, 2002, Second Amendment to Agreement of Purchase and
Sale dated October 31, 2002, and Third Amendment to Agreement of Purchase and
Sale dated as of November 15, 2002, Cedar Income Fund Partnership, L.P.'s
interest in which was assigned to Purchaser on the date hereof.
Purchaser on behalf of itself, its successors and assigns does hereby
agree to indemnify and hold Seller, its successors and assigns harmless from all
liabilities arising out of events occurring under the Leases from and after the
date hereof; provided, however, Purchaser shall not be liable under this
indemnity for or with respect to any inaccuracies set forth in Exhibit B.
Purchaser hereby assumes all obligations: (i) of the landlord under the
Leases arising from and after the date hereof, and (ii) under the Leases to pay
or account for the Security Deposits hereby transferred to Purchaser.
It is specifically agreed that Seller does not hereby transfer or
assign to Purchaser and Purchaser does not hereby assume liability for, any
deposits other than as set forth on Exhibit B.
This Assignment may be executed in any number of counterparts, each of
which may be executed by any one or more of the parties hereto, but all of which
shall constitute one instrument, and shall be binding and effective when all
parties hereto have executed at least one counterpart.
The terms and provisions of this Assignment shall be binding upon and
inure to the benefit of the respective parties hereto and their respective
successors and assigns.
[SIGNATURES FOLLOW ON NEXT PAGE]
EXECUTED as of the day and year first written above.
SELLER:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY, a Connecticut corporation
By: CIGNA Investments, Inc., a Delaware
corporation, its authorized agent
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
PURCHASER:
CEDAR-CAMP HILL, LLC, a Delaware limited
liability company
By:
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Name: Xxx X. Xxxxxx
Title: President
EXHIBIT A
TO
ASSIGNMENT AND ASSUMPTION OF
LEASES AND SECURITY DEPOSITS
Legal Description
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ALL THAT CERTAIN tract of ground situate in the Borough of Camp Hill
and the Township of East Pennsboro, County of Cumberland and Commonwealth of
Pennsylvania, bounded and described as follows, to wit:
BEGINNING at a point, said point being the right-of-way intersection of
the southern right-of-way line of Xxxxxxx Road and the western right-of-way line
of Xxxxx 00xx Xxxxxx; thence along the western right-of-way line of South 32nd
Street, South 40 degrees 33 minutes 00 seconds East, a distance of 134.51 feet
to a point; thence along the same, South 10 degrees 26 minutes 00 seconds East,
a distance of 461.34 feet to a point; thence along the same, South 11 degrees 48
minutes 00 seconds East, a distance of 870.92 feet to a point; thence along land
of Commonwealth of Pennsylvania, Ramp "H" Harrisburg Expressway the following
seven (7) courses: (1) South 78 degrees 12 minutes 00 seconds West, a distance
of 14.00 feet to a point; thence (2) on an arc of a curve curving to the right
having a radius of 394.00 feet, an arc length of 368.30 feet to a point; thence
(3) South 41 degrees 45 minutes 28 seconds West, a distance of 511.18 feet to a
point; thence (4) South 56 degrees 19 minutes 00 seconds West, a distance of
198.36 feet to a point; thence (5) along an arc of a curve curving to the right
having a radius of 364.00 feet, an arc length of 247.77 feet to a point; thence
(6) South 05 degrees 19 minutes 00 seconds West, a distance of 16.00 feet to a
point; thence (7) North 84 degrees 41 minutes 00 seconds West, a distance of
86.77 feet to a point; thence along land now or late of Pennsylvania Real Estate
Investment Trust the following four (4) courses: (1) North 24 degrees 49 minutes
00 seconds West, a distance of 99.92 feet to a point; (2) thence North 65
degrees 11 minutes 00 seconds East, a distance of 15.00 feet to a point; (3)
thence North 24 degrees 49 minutes 00 seconds West, a distance of 120.00 feet to
a point; (4) thence North 64 degrees 26 minutes 00 seconds East, a distance of
303.09 feet to a point; thence along the same, land now or late of Hampden
Industrial Development Authority and land now or late of Xxxxxxx Xxxxx & Sons,
Inc., North 24 degrees 49 minutes 00 seconds West, a distance of 1,633.31 feet
to a point on the Southern right-of-way line of Xxxxxxx Road; thence along said
right-of-way line, North 65 degrees 21 minutes 00 seconds East, a distance of
1,184.06 feet to a point the point of BEGINNING.
BEING THE SAME PREMISES which Mid-Island Properties, Inc., a
Pennsylvania Corporation, conveyed unto Connecticut General Life Insurance
Company, a Connecticut Corporation, by deed dated November 10, 2000 and recorded
November 15, 2000 in Record Book 233, Page 1140.
BEING Property Parcel Number 01-21-0273-410.
EXHIBIT B
TO
ASSIGNMENT AND ASSUMPTION OF
LEASES AND SECURITY DEPOSITS
Rent Roll (including Leases and Security Deposits)
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