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ASSIGNMENT OF PURCHASE AGREEMENT
This Assignment of Purchase Agreement ("Assignment") is made as of January
15, 1998, by and between TRINET CORPORATE REALTY TRUST, INC., a Maryland
corporation ("Assignor"), and TRINET ESSENTIAL FACILITIES X, INC., a Maryland
corporation ("Assignee"), with reference to the following facts:
A. ICG HOLDINGS, INC., a Colorado corporation ("Seller"), as seller, and
Assignor, as buyer, entered into that certain Purchase Agreement, dated as of
December 9, 1997 (the "Purchase Agreement"), covering the Property (as defined
in the Purchase Agreement).
B. Assignee is a wholly-owned subsidiary of Assignor.
C. The parties desire to enter into this Assignment to assign Assignor's
rights under the Purchase Agreement to Assignee.
THEREFORE, the parties agree as follows:
1. Assignment and Assumption.
(a) Assignor hereby assigns and transfers to Assignee all right, title
and interest of Assignor in, to and under the Purchase Agreement.
(b) Assignee hereby accepts the foregoing assignment, and assumes and
agrees to perform all of the covenants and agreements in the Purchase
Agreement to be performed by the Buyer thereunder.
2. Further Assurances. Assignor and Assignee agree to execute such other
documents and perform such other acts as may be reasonably necessary or proper
and usual to effect this Assignment.
3. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Colorado.
4. Successors and Assigns. This Assignment shall be binding upon and shall
inure to the benefit of Assignor and Assignee and their respective personal
representatives, heirs, successors and assigns.
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5. Counterparts. This Assignment may be signed in multiple counterparts
which, when signed by all parties, shall constitute a binding agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
of the date first hereinabove written.
ASSIGNOR: TRINET CORPORATE REALTY TRUST, INC.,
a Maryland corporation
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Its Executive Vice President
ASSIGNEE: TRINET ESSENTIAL FACILITIES X, INC.,
a Maryland corporation
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Its Executive Vice President
