AGREEMENT AND INSTRUMENT OF
ASSIGNMENT AND ASSUMPTION
Dated as of May 31, 1997
The parties to this agreement and instrument of assignment and
assumption (the "Agreement") are XRC Corp., a Delaware corporation
("LP"), and Pembroke Capital II LLC, a Nevada limited liability
company (the "Purchaser").This Agreement is one of the Other
Agreements referred to in the agreement and instrument of
assignment and assumption dated as of this date among Resources
High Cash, Inc., a Delaware corporation ("RHCI"), the Associate GP,
the LP and Pembroke HCP LLC, a Nevada limited liability company
("Pembroke") (the "Main Agreement").
Unless the context otherwise requires, each capitalized term
used and not defined in this Agreement has the meaning given it in
the Main Agreement, LP hereby sells, assigns, conveys and transfers
to the Purchaser, free and clear of any Lien, all its right, title
and interest in the 8,361 units of limited partnership interest
included in the Xxxxxx.Xx consideration for the sale, assignment,
conveyance and transfer being effected hereunder, the Purchaser is
hereby (a) paying LP by wire transfer of immediately available
funds $186,466 and (b) agreeing to assume, and to pay, perform and
discharge, and indemnify and hold each Old GP and the LP harmless
from and against, the Assumed Obligations. Except for the Assumed
Obligations, the Purchaser is not assuming any liabilities,
obligations or commitments (contingent or otherwise) of the Old
GPs, the LP or any of their affiliates, including, without
limitation, those incurred in connection with the Old GPs serving
as general partners of the Partnership on or prior to the date of
this Agreement, from and against which liabilities, obligations or
commitments (contingent or otherwise) of the Old GPs or any of
their affiliates the Purchaser and its managers, members,
successors, assigns, representatives and affiliates will be
indemnified and held harmless by the Old GPs pursuant to section 4
of the Main Agreement.
The agreements of Pembroke in sections 3, 4 and 5 of the Main
Agreement are incorporated by reference into this Agreement as
agreements of the Purchaser, mutatis mutandis.
XRC CORP.
By:__________________________
PEMBROKE AGP LLC
By:__________________________
