XXXX OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT
This XXXX OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made,
executed and entered into as of December 31, 2002, by and among PLM Equipment
Growth Fund III, a California limited partnership (the "Assignor"), and PLM
Financial Services, Inc. a Delaware corporation, not in its individual capacity
or in its capacity as the general partner of the Assignor, but solely as trustee
(the "Trustee") of the PLM Equipment Growth Fund III Liquidating Trust (the
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"Liquidating Trust").
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RECITALS
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WHEREAS, the Trustee and the Assignor are parties to a Liquidating Trust
Agreement dated as of the date hereof (the "Agreement"), pursuant to which the
Assignor has created the Liquidating Trust and engaged the Trustee as trustee to
administer the Liquidating Trust pursuant to the terms of a Plan of Liquidation
and Dissolution of even date herewith (the "Plan"); and
WHEREAS, the Agreement contemplates that the Assignor will place, as of the date
hereof and in accordance with the Plan, all of its unliquidated and/or
undistributed assets, including but not limited to, cash, equipment and
securities, along with certain cash reserves subject to disbursement for the
Assignor's contingent liabilities and the Liquidating Trust's contingent
liabilities, into the Liquidating Trust established to receive said assets and
reserves; and
WHEREAS, the Trustee and the Assignor now desire to carry out the intent and
purpose of the Agreement by the execution and delivery to the Trustee by the
Assignor of this instrument evidencing the conveyance, assignment, transfer,
sale and delivery to the Trustee of the Transferred Assets (as hereinafter
defined) and the acceptance by the Trustee of the Assumed Obligations (as
hereinafter defined);
NOW, THEREFORE, in consideration of the foregoing premises and for $10 and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged:
ASSIGNMENT
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The Assignor does hereby convey, assign, transfer, sell and deliver unto
the Trustee and its successors and assigns, forever, for the benefit of the
Liquidating Trust, all of Assignor's right, title and interest in, to and under
all of the assets of the Assignor as set forth and more fully described by
category of asset and more fully enumerated by Assignor on Exhibit A hereto,
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including, without limitation any accounts receivable, limited partnership
interests, beneficial interests, rights in litigation, security interests,
contract rights or agreements, rights to payment or distributions or similar
rights that the Assignor may possess in same (together, the "Transferred
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Assets").
ACCEPTANCE AND ASSUMPTION
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The Trustee accepts the foregoing conveyance, assignment, transfer and
delivery of the Transferred Assets and agrees to assume all liabilities and
obligations relating to the Transferred Assets to the extent specifically set
forth in the Agreement (the "Assumed Obligations").
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TO HAVE AND TO HOLD the Transferred Assets and the Assumed Obligations unto the
Trustee, its successors and assigns, FOREVER, for the benefit of the Liquidating
Trust.
The Assignor hereby constitutes and appoints the Trustee and its successors and
assigns as its true and lawful attorneys-in-fact in connection with the
transactions contemplated by this instrument, with full power of substitution,
in the name and stead of the Assignor but on behalf of and for the benefit of
the Trustee and its successors and assigns, to demand and receive any and all of
the assets, properties, rights and business hereby conveyed, assigned, and
transferred or intended so to be, and to give receipt and releases for and in
respect of the same and any part thereof, and from time to time to institute and
prosecute, in the name of the Assignor or otherwise, for the benefit of the
Trustee or its successors and assigns, proceedings at law, in equity, or
otherwise, which the Trustee or its successors or assigns reasonably deem proper
in order to collect or reduce to possession or endorse any portion of the
Transferred Assets and to do all acts and things in relation to the assets which
the Trustee or its successors or assigns reasonably deem desirable.
This instrument shall be binding upon and shall inure to the benefit of the
respective successors and assigns of the Assignor and the Trustee.
This instrument shall be construed and enforced in accordance with the laws of
the State of Delaware, without regard to conflict of law.
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IN WITNESS WHEREOF, the undersigned have executed this Xxxx of Sale, Assignment,
Acceptance and Assumption Agreement under seal on the date first above written.
ASSIGNOR
PLM EQUIPMENT GROWTH FUND III
By: PLM Financial Services, Inc., its general partner
By: Xxxx Xxxxx
Its: Chief Financial Officer
TRUSTEE
PLM FINANCIAL SERVICES, INC., not in its individual capacity
but solely as trustee of the Liquidating Trust
By: Xxxx Xxxxx
Its: Chief Financial Officer
