ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
is made and entered into effective as of the 4th day of
February, 2008, by and between COLGATE XXXX XXXXX, L.L.C.
("Assignor"), and AEI INCOME & GROWTH FUND 27, LLC
("Assignee").
RECITALS:
A. Assignor and AEI Fund Management, Inc. ("AEI"),
Assignee's predecessor in interest, are parties to that
certain Purchase and Sale Agreement dated October 31, 2007,
as it may have been amended (the "Agreement"). AEI has since
assigned all of its interest in the Agreement to Assignee,
and pursuant to the terms and conditions of the Agreement,
Assignee is acquiring from Assignor the real property and
improvements, located on property more particularly described
on EXHIBIT A attached hereto and incorporated herein by this
reference.
B. Pursuant to the terms of the Agreement, Assignor desires
to sell, assign, convey, transfer and set over to Assignee
and Assignee desires to assume all of Assignor's interest in
that certain Lease dated March 28, 2007, (the "Lease"), by
and between Assignor, as landlord, and Starbuck's Corporation
(the "Tenant"), including all rents prepaid for any period
subsequent to the date of this Assignment, subject to the
terms and conditions set forth below.
C. Assignor is the Landlord under the Lease with full right
and title to assign the Lease and the Rent to Assignee as
provided herein. The Lease is valid, in full force and effect
and has not been modified or amended, other than by Letter
Agreement dated October 18, 2007, confirming dates. So far as
is known to Assignor, there is no default by Tenant under the
Lease and no Rent has been waived, anticipated, discounted,
compromised or released.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by
the parties, Assignor and Assignee hereby agree as follows:
1 Assignor hereby irrevocably and unconditionally sells,
assigns, conveys, transfers and sets over unto Assignee, its
heirs, successors and assigns as of the date hereof (the
"Effective Date"), all of Assignor's right, title and
interest in, to and under: (i) the Lease, together with any
and all guaranties thereof, if any, and (ii) any and all
rents prepaid as of the Effective Date, held by Assignor in
connection with the Lease (the "Rent").
2. Assignee hereby assumes and shall be liable for any
and all liabilities, claims, obligations, losses and
expenses, including reasonable attorneys' fees arising in
connection with the Lease which are actually incurred, and
which arise by virtue of acts or omissions occurring
thereunder, on or after the Effective Date. Assignor shall
indemnify and hold Assignee harmless from any and all
liabilities, claims, obligations, losses and expenses,
including reasonable attorneys' fees arising in connection
with the Lease which are actually incurred, and which arise
by virtue of acts or omissions occurring thereunder, prior to
the Effective Date. Assignee shall indemnify and hold
Assignor harmless from any and all liabilities, claims,
obligations, loss and expenses, including reasonable
attorney's fees, arising in connection with the Lease or as a
result of Assignee's failure to fulfill the landlord's duties
and obligations accruing under the Lease on or after the
Effective Date. Assignee shall be entitled to receive all
income arising from the Lease from and after said Effective
Date. Assignor shall be entitled to receive all income
accruing from the Lease prior to the Effective Date.
3. Assignor shall direct the Tenant under the Lease to pay
to Assignee the Rent and all other monetary obligations due
or to become due under the Lease for the period beginning on
the Effective Date.
4. This Assignment shall be governed by and construed in
accordance with the laws of the state in which the Property
is located.
5. All rights and obligations of Assignee and Assignor
hereunder shall be binding upon and inure to the benefit of
Assignor, Assignee and the heirs, successors and assigns of
each such party.
6. This Assignment may be executed in any number of
counterparts, each of which shall be effective only upon
delivery and thereafter shall be deemed an original, and all
of which shall be taken to be one and the same instrument,
for the same effect as if all parties hereto had signed the
same signature page. Any signature page of this Assignment
may be detached from any counterpart of this Assignment
without impairing the legal effect of any signatures thereon
and may be attached to another counterpart of this Agreement
identical in form hereto but having attached to it one or
more additional signature pages.
7. Whenever the context so requires in this Assignment, all
words used in the singular shall be construed to have been
used in the plural (and vice versa), each gender shall be
construed to include any other genders, and the word "person"
shall be construed to include a natural person, a
corporation, a firm, a partnership, a joint venture, a trust,
an estate or any other entity.
IN WITNESS WHEREOF, Assignor and Assignee have
executed this Assignment effective as of the day and
year first above written.
WITNESSES: Assignor: COLGATE XXXX
XXXX, LLC
By: Cedar Top Development
Inc., its Manager
By: /s/ Xxxx X Xxxxx
Name: Xxxx X Xxxxx
Title: President
WITNESSES: Assignee: AEI Income &
GROWTH FUND 27, LLC
/s/ Xxxxxxx Xxx By: AEI FUND MANAGEMENT
Print Name: Xxxxxxx Xxx XXI, Inc., its Managing Member
By: /s/ Xxxxxx X Xxxxxxx
/s/ Xxxxxx Xxxxx Name: Xxxxxx X Xxxxxxx
Print Name: Xxxxxx Xxxxx Title: President
EXHIBIT "A" LEGAL DESCRIPTION
Fee Parcel
A tract of land consisting of 0.3777 acres, known as Xxx 0, Xxxxxxxxx
Xxxxx Subdivision, located in Section 12, Township 16 North, Range 14
West, Shreveport, Caddo Parish, Louisiana Book 2100, Page 000,
Xxxx xx Xxxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxx.
Xxx 0 xx Xxxx Xxxxx Xxxxx Subdivision, as recorded in Book 210, Page 433
of the records of Caddo Parish, Louisiana, being more particularly described
as follow:
Commence at the Northwest corner of Xxx 0 xx xxxx Xxxx Xxxxx Xxxxx
Xxxxxxxxxx xxx xxx Xxxxx 000000 East a distance of 128.50 feet; thence
run South 00151 East a distance of 46.42 feet to the Northeast corner
of said Lot 5 and the point obeginning;
Thence run South 000251 East, along the East line of said Lot 5,
a distance of 178.18 feet to the Southeast corner of said Lot 5;
Thence run South 895920 West, along the South line of said
Lot 5, a distance of 91.96 feet to the Southwest corner of said Lot 5;
Thence run North 000418 West, along the West line of said Lot 5, a
distance of 178.52 feet to the Northwest corner of said Lot 5;
Thence runSouth 894758 East along the actual North line of said Lot 5,
a distance of 92.04 feet to the Northeast corner of said Lot 4 and
the point of beginning.
Said tract containing 16,408 square feet or 0.3777 acres,
Servitude Parcel
That certain non-exclusive driveway, parking and utility servitude
contained in driveway, parking and utility servitude agreement by
Xxxxxxxxx Plazza, LLC and Colgate Xxxx Xxxxx, LLC dated
April 2, 2007 recorded under Instrument No 2089536, in COB 3933, Page 119
on April 5, 2007 affecting the following described property:
Xxx 0
Xxx 0 xx Xxxx Xxxxx Xxxxx Subdivision as recorded in Book 2100
Page 433 of the records of Caddo Parish, being more particularly
described as follows:
Commence at te Nortwest corner of Section 12, Township 16
North,m Range 00 Xxxx, Xxxxx Xxxxxx, Xxxxxxxxx and run North 895809
East a distane of 846.76 feet; thence run south 00151 east 75.0 feet
to the point of beginning of the tract herein described;
Thence run North 895809 East, along the South line of Xxxx Xxxxx
Industiral Loop, a distance of 980.0 fee to the Xxxxxxxxx xxxxxx xx Xxx 0;
Xxxxxx xxx Xxxxx 00000 East, along the East Line of Lot 1, a distance
of 600.0 feet to the Southeast corner of Lot 1;
Thence run South 895809 west, along the South line of Lot 1,
a distance of 980.0 feet tot the Xxxxxxxxx xxxxxx xx Xxx 0;
Xxxxxx xxx Xxxxx 00000 West, along the West line of Lot 1, a distance
of 600.0 feet to the point of beginning.
Less and except the following tract, also known as Xxx 0 xx Xxxx Xxxxx
Xxxxx Subdivision as recorded in Book 2100 Page 433 of the records
of Caddo Parish, Louisiana, being more particularly described as follows:
Commence at the Xxxxxxxxx xxxxxx xx Xxx 0 xxx xxx Xxxxx 000000 West a
distnace of 36.90 feet;
Thence run South 00151 East a distance of 46.53 feet to the point of beginning
Thence run South 00428 East a distance of 178.50 feet;
Thence run North 895835 West a distance of 95.95 feet;
Thence run North 00434 West a distance of 178.38;
Thence run North 895707 East a distance of 95.95 feet to the point
of beginning;
Containing 17,122 square feet or 0.393 acres.
And
Less and except the following tract, also known as Xxx 0 xx
Xxxx Xxxxx Xxxx Subdivision as recorded in Book 2100 Page 433 of the
records of Caddo Parish, Louisiana, being more particurlary described
as follows:
Commence at the Xxxxxxxxx xxxxxx xx Xxx 0 xxx xxx Xxxxx 000000
West a distance of 282.95 feet;
Thence run South 00151 East a distance of 46.72 feet to the point
of beginning;
Thence run South 00541 East a distnace of 79.70 feet;
Thence run South 895110 West a calculated distance of 96.05 feet;
Thence run North 00042 East a distance of 79.70 feet;
Thence run North 895820 East a distance of 95.90 feet to the point
of beginning;
Containing 7,659 square feet or 0.176 acres.
And
Less and except the following tract, also known as Xxx 0 xx XXxx Xxxxx
Xxxxx Subdivision as recorded in Book 2100 Page 433 of the records of
Caddo Parish, Louisiana, being more particularly described as follows:
Commence at the Xxxxxxxxx xxxxxx xx Xxx 0 xxx xxx Xxxxx 000000 East
a distance of 517.14;
Thence run South 00151 East a distance of 46.42 feet to the point of
beginning;
Thence run South 02258 West a distance of 79.76 feet;
Thence run South 894511 West a caluculated distance of 95.35 feet;
Thence run North 00756 West a distance of 79.89 feet;
Thence run North 895000 East a distance of 96.07 feet to the point
of beginning ;
Containing 7,640 square feet or 0.175 acres.
And
Less and except the following tract, also known as Xxx 0 xx Xxxx Xxxxx
Xxxxx Subdivision as recorded in Book 2100, Page 433 of the records of
Caddo Parish, Louisiana, being more particularly described as follows:
Commence at the Xxxxxxxxx xxxxxx xx Xxx 0 xxx xxx Xxxxx 000000
East a distance of 128.50 feet;
Thence run South 00151 East a distance of 46.42 feet to the point
of beginning;
Thence run South 00251 east a distnace of 178.18 feet;
Thence run South 895920 west a distance of 91.96 feet;
Thence run North 00418 West a distance of 178.52 feet;
Thence run South 894758 East a distance of 92.04 feet to the point
of beginning.
Containing 16,408 square feet or 0.377 acres
Said Lot 1 containing 539,171 square feet of 12.378 acres.
