ASSIGNMENT AND ASSUMPTION OF
AGREEMENT OF PURCHASE AND SALE
Reference is made to that certain Agreement of Purchase and Sale by and
between WHCO II Real Estate Limited Partnership, a Delaware limited partnership
("Seller"), and Berkshire Income Realty - OP, L.P., a Delaware limited liability
company, as purchaser (the "Assignor"), with an effective date of October 16,
2003 (the "Purchase Agreement") covering certain real property known as The
Karrington Apartments, located in Coppell, Texas.
WHEREAS, Section 12.1 of the Purchase Agreement provides that Assignor may
assign its rights thereunder upon the terms and conditions more particularly set
forth therein; and
WHEREAS, Assignor wishes to make such an assignment of its rights to St.
Marin/Karrington Limited Partnership, a Delaware limited partnership (the
"Assignee").
NOW THEREFORE for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Assignor hereby assigns to Assignee all of Assignor's right, title and
interest in and to the Purchase Agreement.
2. Assignee hereby assumes from Assignor all of Assignor's right, title and
interest in and to the Purchase Agreement.
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Executed as of the ___ day of October, 2003.
ASSIGNOR:
BERKSHIRE INCOME REALTY - OP, L.P.,
a Delaware limited partnership
By: Berkshire Income Realty, Inc.,
a Maryland corporation,
its general partner
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
ASSIGNEE:
ST. MARIN/KARRINGTON
LIMITED PARTNERSHIP, a
Delaware limited
partnership
By: XX Xxxxxxxxxx, L.L.C., a Delaware
limited liability company, its
general partner
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
