Exhibit 3
ASSUMPTION AGREEMENT (this "Agreement"), dated as of November 21, 1996,
between Liquidity Financial Group, L.P., a California limited partnership
("LFG"), and Krescent Partners L.L.C., a Delaware limited liability company (the
"LLC").
W I T N E S S E T H:
WHEREAS, LFG and The Xxxxx Corporation, a Massachusetts corporation
(the "Corporation"), entered into a Letter Agreement, dated as of June 27, 1996
and amended as of October 8, 1996 (the "Letter Agreement"), pursuant to which
LFG and its Affiliates (as defined therein) agreed to certain restrictions in
exchange for current lists (the "Lists") of the names and addresses of the
holders of the units of Investor Limited Partnership Interest (or assignee
interests therein or depositary certificates representing such units) (the
"Units") in various real estate limited partnerships sponsored and/or managed by
The Xxxxx Corporation, a Massachusetts corporation; and
WHEREAS, the LLC (i) has retained or will retain Liquidity Financial
Advisors, Inc., an affiliate of LFG, as its financial advisor and (ii) desires
to use the Lists for purposes consistent with the terms of the Letter Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the LLC agrees as follows:
2. The LLC hereby agrees to become bound by the Letter Agreement to the
extent LFG is so bound as if the LLC had executed the Letter Agreement as of
June 27, 1996, and amended as of October 8, 1996; provided, however, the LLC
shall only have liability with respect to its actions or inactions under the
Letter Agreement and shall not be liable for any breach of any representation,
warranty or covenant by LFG or any other party to the Letter Agreement.
3. The LLC shall not be bound by the Letter Agreement to the extent
that any of the obligations and liabilities of LFG under the Letter Agreement
are expanded, broadened, increased or enlarged.
4. Nothing contained herein shall require the LLC to pay, perform or
discharge any liabilities or obligations expressly assumed hereunder so long as
the LLC shall in good faith contest or cause to be contested the amount or
validity thereof.
IN WITNESS WHEREOF, LFG and the LLC have caused this Agreement to be
duly executed as of the date first written above.
KRESCENT PARTNERS L.L.C.
By: AP-GP Prom Partners, Inc.,
its managing member
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation,
its general partner
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: President
