EXHIBIT 10(HH)
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT, made and entered into this 10th day of October, 1996, by
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and between TCI Valwood Limited Partnership I, (hereinafter referred to as
"Assignor"), and THE BANK OF NEW YORK, as agent for FUND VIII AND FUND IX
ASSOCIATES, a Georgia joint venture (hereinafter referred to as "Assignee").
W I T N E S S E T H:
For and in consideration of the sum of Ten and No/100 Dollars ($10.00), the
premises, the conveyance by Assignor to Assignee of all the improved real
property more particularly described on Exhibit "A", attached hereto and
incorporated herein by this reference (hereinafter referred to as the
"Property"), and the mutual covenants herein contained, the receipt and
sufficiency of the foregoing consideration being hereby acknowledged by the
parties hereto, Assignor hereby transfers, grants, conveys and assigns to
Assignee all of Assignor's right, title and interest in and to the below
described lease ("Lease"):
Industrial Lease Agreement between Industrial Developments International,
Inc., as Landlord, and TCI Central, Inc., as Tenant, dated as of November 1,
1995, as amended by instruments dated July 16, 1996, and August 29, 1996, and,
as amended, assigned to Assignor.
Assignor does hereby warrant and represent that the right, title and
interest of Assignor as landlord under the Lease is unencumbered.
Assignee, by its acceptance hereof, does hereby assume and agree to perform
any and all obligations and duties of Assignor as landlord under the Lease first
arising after the date hereof. Assignor hereby indemnifies and agrees to hold
Assignee harmless from and against any claims, defaults or other liabilities
(including, without limitation, court costs and attorneys' fees) under the Lease
first arising or accruing on or before, or any events first occurring at any
time on or before, the date hereof. Assignee hereby indemnifies and agrees to
hold Assignor harmless from and against any claims, defaults or other
liabilities (including, without limitation, court costs and attorneys' fees)
under the Lease first arising or accruing after, or any events first occurring
after, the date hereof.
This Assignment shall inure to the benefit of, and be binding upon, the
respective successors and assigns of the parties hereto.
This Assignment shall be governed by, and construed under the laws of the
State of Texas.
The Bank of New York is acting as Agent for FUND VIII AND FUND IX
ASSOCIATES ("▇▇▇▇▇") by virtue of that certain Custodial Agency Agreement
between ▇▇▇▇▇ Real Estate Fund VIII, L.P. ("Fund VIII") and NationsBank of
Georgia, N.A. ("NationsBank") dated November 15, 1994 as amended by that certain
First Amendment to Custodial Agency Agreement dated as of March 1, 1996 between
Fund VIII and Agent (as successor in interest to NationsBank) and by virtue of
that certain Amended and Restated Custodial Agency Agreement between ▇▇▇▇▇ Real
Estate Fund, IX, L.P. ("Fund IX") and NationsBank dated as of November 30, 1995,
as amended by that certain First Amendment to Custodial Agency Agreement dated
as of March 1, 1996 between Fund IX and Agent (as successor in interest to
NationsBank). Neither Agent nor the shareholders, officers, directors, employees
or agents of Agent shall be personally or individually liable for any
obligations or undertakings of Assignee under this Agreement and all parties
including Assignor and its successors and assigns shall look solely to ▇▇▇▇▇,
its successor and assigns for satisfaction of any obligations or undertakings of
Assignee hereunder. Agent joins in this
Agreement solely upon the direction of Fund VIII and Fund IX, and Agent has no
knowledge whether any statements set forth herein are accurate or complete.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and their seals to be affixed hereto the day, month and year first
above written.
"SELLER":
TCI Valwood Limited Partnership I,
a Texas limited partnership
By: TCI-Valwood, Inc., its general partner
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
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Title: President
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"PURCHASER":
THE BANK OF NEW YORK, as agent for FUND VIII and
FUND IX ASSOCIATES, a Georgia joint venture
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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[BANK SEAL APPEARS HERE]
CONSENT AND REPRESENTATION
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The undersigned ▇▇▇▇▇ REAL ESTATE FUND VIII, L.P., a Georgia limited
partnership, does hereby consent to the terms and provisions of the within and
foregoing instrument and does hereby authorize and direct The Bank of New York
to execute the same as Agent for the undersigned. The undersigned hereby
represents that the undersigned is a duly authorized and validly existing
limited partnership, organized under the laws of the State of Georgia, that the
undersigned is duly authorized to execute this instrument, that the person or
persons executing this instrument have full power and authority to do so and
that this instrument and the instrument to which it is attached are legal, valid
and binding and enforceable in accordance with their terms. The undersigned
agrees to furnish such documents or certificates as may be reasonably required
to confirm the foregoing representations.
This 9th day of OCTOBER, 1996.
▇▇▇▇▇ REAL ESTATE FUND VIII, L.P.,
a Georgia limited partnership
By: ▇▇▇▇▇ Partners, L.P., a Georgia
limited partnership, general
partner
By: ▇▇▇▇▇ Capital, Inc., a
Georgia corporation
General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇, III
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Title: Pres
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(Corporate Seal)
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇, III, general partner
CONSENT AND REPRESENTATION
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The undersigned ▇▇▇▇▇ REAL ESTATE FUND VIII, L.P., a Georgia limited
partnership, does hereby consent to the terms and provisions of the within and
foregoing instrument and does hereby authorize and direct The Bank of New York
to execute the same as Agent for the undersigned. The undersigned hereby
represents that the undersigned is a duly authorized and validly existing
limited partnership, organized under the laws of the State of Georgia, that the
undersigned is duly authorized to execute this instrument, that the person or
persons executing this instrument have full power and authority to do so and
that this instrument and the instrument to which it is attached are legal, valid
and binding and enforceable in accordance with their terms. The undersigned
agrees to furnish such documents or certificates as may be reasonably required
to confirm the foregoing representations.
This 9th day of OCTOBER, 1996.
▇▇▇▇▇ REAL ESTATE FUND IX, L.P.,
a Georgia limited partnership
By: ▇▇▇▇▇ Partners, L.P., a Georgia
limited partnership, general
partner
By: ▇▇▇▇▇ Capital, Inc., a
Georgia corporation
General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇, III
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Title: President
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(Corporate Seal)
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇, III, general partner
EXHIBIT A
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DESCRIPTION
TRACT I:
BEING a tract of land situated in the S.A. & M.G. Railroad Company Survey,
Abstract No. 1418, being all of ▇▇▇ ▇, ▇▇▇▇▇ ▇ of ▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇
▇▇▇ Cablevision, an addition to the City of Farmers Branch, Dallas County,
Texas, as recorded in Volume 96010, Page 2760 of the Map Records of Dallas
County, Texas and being more particularly described as follows:
BEGINNING at a 3/8" iron pin found at the Northwest corner of said ▇▇▇ ▇, ▇▇▇▇▇
▇, ▇▇▇▇ ▇▇▇▇▇ being on the South right-of-way line of Valwood Parkway (100'
R.O.W.);
THENCE North 89 degrees 56 minutes 43 seconds East, along the South right-of-way
line of said Valwood Parkway, 253.32 feet to a 1/2" iron pin found for the Point
of Curvature of a circular curve to the right having a radius of 30.00 feet, a
central angle of 89 degrees 23 minutes 58 seconds, a chord length of 42.20 feet
and a chord bearing of South 45 degrees 22 minutes 17 seconds East;
THENCE along said curve to the right, 46.81 feet to a 1/2" iron pin found on the
West right-of-way line of Senlac Drive (R.O.W. varies);
THENCE South 00 degrees 41 minutes 08 seconds East, along the West right-of-way
line of said Senlac Drive, 129.79 feet to a 1/2" iron pin found for the Point of
Curvature of a circular curve to the left having a radius of 676.00 feet, a
central angle of 17 degrees 27 minutes 27 seconds, a chord length of 205.18 feet
and a chord bearing of South 09 degrees 24 minutes 52 seconds East;
THENCE along said curve to the left and West right-of-way line of Senlac Drive,
205.97 feet to a 1/2" iron pin found at the Point of Tangency;
THENCE South 18 degrees 08 minutes 35 seconds East, along the West right-of-way
line of said Senlac Drive, 238.72 feet to a 1/2" iron pin found for the Point of
Curvature of a circular curve to the right having a radius of 592.00 feet, a
central angle of 06 degrees 54 minutes 22 seconds, a chord length of 71.31 feet
and a chord bearing of South 14 degrees 41 minutes 24 seconds East;
THENCE along said curve to the right and West right-of-way line of Senlac Drive,
71.35 feet to a 1/2" iron pin set at the Southeast corner of said ▇▇▇ ▇, ▇▇▇▇▇
▇, same being the Northeast corner of ▇▇▇ ▇, ▇▇▇▇▇ ▇ and of said ▇▇▇ ▇ ▇▇▇ ▇▇▇
▇, ▇▇▇▇▇ ▇ ▇▇ ▇▇▇ Cablevision;
THENCE South 89 degrees 18 minutes 52 seconds West, departing the West line of
said Senlac Drive, along the South line of said ▇▇▇ ▇, ▇▇▇▇▇ ▇ and the North
line of ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇.▇▇ feet to a 1/2" iron pin set for the Southwest
corner of said ▇▇▇ ▇, ▇▇▇▇▇ ▇, same being the Northwest corner of said ▇▇▇ ▇,
▇▇▇▇▇ ▇;
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ degrees 41 minutes 08 seconds West, along the West line of said
▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇.▇▇ feet to the POINT OF BEGINNING and containing 211,876
square feet or 4.864 acres of land.
NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
EXHIBIT A
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DESCRIPTION
TRACT II
Being a 0.063 acre tract of land situated in the S.A. & M.G. Railroad Company
Survey, -Abstract No. 1418 and being a portion of ▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, an addition to the City of Farmers Branch, Dallas County, Texas as
recorded in Volume 96010, Page 2760 of the Map Records of Dallas County, Texas
and being more particularly described as follows:
BEGINNING at a 1/2" iron rod found at the westerlymost Southwest corner of said
▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇;
THENCE North 00 degrees 41 minutes 08 seconds West, along the West line of said
▇▇▇ ▇, ▇▇▇▇▇ ▇, a distance of 128.59 feet to a 1/2" iron pin set at the corner
common to the Northwest corner of said ▇▇▇ ▇, ▇▇▇▇▇ ▇ and the Southwest corner
of ▇▇▇ ▇, ▇▇▇▇▇ ▇ of said TCI Cablevision;
THENCE North 89 degrees 18 minutes 52 seconds East, along the line common to the
North line of said ▇▇▇ ▇, ▇▇▇▇▇ ▇ and the South line of said ▇▇▇ ▇, ▇▇▇▇▇ ▇, a
distance of 20.00 feet;
THENCE South 00 degrees 41 minutes 08 seconds East, departing the line common to
the North line of said ▇▇▇ ▇, ▇▇▇▇▇ ▇ and the South line of said Lot 1, a
distance of 95.00 feet;
THENCE South 19 degrees 35 minutes 02 seconds East, a distance of 35.50 feet to
a 1/2" iron pin found at an inner ell corner of said ▇▇▇ ▇, ▇▇▇▇▇ ▇;
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ degrees 18 minutes 52 seconds West, a distance of 31.50 feet to
the POINT OF BEGINNING and containing 2.765 square feet or 0.063 acre of land.
NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
