EXHIBIT (e)(2)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made as of the
29th day of December, 1994 by and between Berkshire Realty Advisors Limited
Partnership (formerly known as Xxxxx Realty Advisors Limited Partnership)
("Assignor") and Berkshire Mortgage Advisors Limited Partnership ("Assignee"),
both Massachusetts limited partnerships with places of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, XX 00000.
WITNESSETH:
WHEREAS, Assignor serves as the investment advisor to Xxxxx
Government Income Trust ("GIT"), a Massachusetts business trust, pursuant to an
agreement between GIT and Assignor dated as of the 19th day of April, 1990 (the
"GIT Agreement") and as the investment advisor to Xxxxx Government Income Trust
II ("GIT-II"), a Massachusetts business trust, pursuant to an agreement between
GIT-II and Assignor dated as of the 11th day of September, 1991 (the "GIT-II
Agreement", and together with the GIT Agreement, the "GIT Agreements");
WHEREAS, Assignor and Assignee are under common control, and
the GIT Agreements allow for the assignment of the GIT Agreement and the GIT-II
Agreement without the consent of GIT and GIT-II, respectively, if the assignment
is to a corporation or other person which controls, is controlled by, or is
under common control with the Advisor; and
WHEREAS, Assignor desires to assign the GIT Agreements to
Assignee, and Assignee is willing to accept such assignment, and assume all of
the obligations of Assignor under the GIT Agreements, all as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee
agree as follows:
1. Assignor does hereby assign, transfer and convey all of its
right, title and interest in the GIT Agreement and the GIT-II Agreement to
Assignee.
2. Assignee does hereby accept the assignment of the GIT
Agreement and the GIT-II Agreement from Assignor and covenants and agrees to
perform each and every duty and obligation of Assignor under the GIT Agreements
arising from and after the date hereof.
3. Assignor shall indemnity Assignee from and against any and
all claims, actions or demands arising from or related to periods prior to the
effective date of this assignment.
4. Assignee shall indemnify Assignor from and against any and
all claims, actions or demands arising from or related to periods from and after
the effective date hereof.
5. In the event this Agreement must be referred to an attorney
for enforcement, the prevailing party shall be entitled to recover its
attorney's fees and costs and expenses relating thereto.
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Agreement as of the date first set forth above.
BERKSHIRE REALTY ADVISORS LIMITED PARTNERSHIP
By: BRF Corporation, its general partner
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------------
Its: Chairman (Chief Executive Officer)
BERKSHIRE MORTGAGE ADVISORS LIMITED PARTNERSHIP
By: Berkshire Funding Corporation, its general partner
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------------
Its: President
