ASSIGNMENT OF RENTAL AGREEMENTS
THIS ASSIGNMENT OF RENTAL AGREEMENTS ("Assignment") is made and entered
into this ____ day of May, 1997, by and between JOHNSTOWN/CONSOLIDATED INCOME
PARTNERS and JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2 (collectively,
"Assignor"), and SHURGARD STORAGE CENTERS, INC. ("Assignee").
R E C I T A L S:
WHEREAS, Assignor and Shurgard Storage Centers, Inc. have entered into an
Agreement of Purchase and Sale dated as of March 19, 1997 (the "Agreement"), for
the sale of that certain real property known as Lauderhill Mini Storage, the
legal description of which is attached as Exhibit A hereto (the "Property" or
the "Projects");
WHEREAS, Assignor has rented various parts of each of the three Projects to
certain tenants under the terms and conditions of that certain rental agreements
(the "Rental Agreements") delivered to Assignee concurrently herewith; and
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to
accept from Assignor, all of the Rental Agreements associated with the Property.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual terms and conditions herein
set forth and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Assignment and Acceptance. Assignor hereby sells, assigns, conveys,
grants and sets over unto Assignee all of Assignor's right, title and interest
in and to, and all of Assignor's obligations under, all of the Rental Agreements
and all tenant security, advance rental and similar deposits held by Assignor
with regard to or concerning the Property. Assignee hereby accepts the
foregoing assignment and agrees from the date hereof to be bound by and perform
each and every obligation of the Assignor, as landlord, under each of the Rental
Agreements and all tenant security, advance rental and similar deposits held by
Assignor with regard to or concerning the Property.
2. Representations. Assignor represents and warrants to Assignee the
following:
2.1 The Rental Agreements are in full force and effect and are
assignable to Assignee;
2.2 Assignor has not received notice that it is in default under any
of its obligations as the landlord, lessor or sublessor, as the case may
be, with respect to the Rental Agreements;
2.3 None of the Rental Agreements and none of the rents or other
amounts payable thereunder have been assigned, pledged or encumbered; and
2.4 There are no leases or rental agreements affecting all or any part of the
Property other than those assigned hereby and delivered to Assignee concurrently
herewith and there are no written or oral promises, understandings, agreements
or commitments between Assignor (or any predecessor of Assignor) and any tenant
or any other person that have a material adverse effect on the Property.
3. Indemnification. Assignor shall indemnify, defend and hold Assignee
harmless from any loss, expense or liability resulting from Assignor's breach
prior to the date hereof of any obligation of the landlord under any of the
Rental Agreements. Assignee shall indemnify, defend and hold Assignor harmless
from any loss, expense or liability resulting from any breach of any obligation
on or after the date hereof of the landlord under any of the Rental Agreements.
4. General.
4.1 This Assignment shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
4.2 This Assignment shall be governed by and construed under the laws
of the State of Florida.
4.3 The heading and captions hereof are for convenience purposes
only.
4.4 This Assignment may be executed in any number of identical
counterparts. If so executed, each of such counterparts is to be deemed an
original for all purposes, and all such counterparts shall, collectively,
constitute one agreement, but in making proof of this Assignment, it shall
not be necessary to produce or account for more than one such counterpart.
ASSIGNOR:
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS,
a California limited partnership
By: ConCap Equities, Inc., a Delaware corporation, its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Its: President
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2,
a California limited partnership
By: Concap Equities, Inc., a Delaware corporation, its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Its: President
ASSIGNEE:
SHURGARD STORAGE CENTERS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Its: ____________________
EXHIBIT A
PROPERTY DESCRIPTION
