ASSIGNMENT OF AGREEMENT OF SALE AND PURCHASE
STATE OF INDIANA )
) KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DEKALB )
THIS ASSIGNMENT OF AGREEMENT OF SALE AND PURCHASE (this "Assignment"),
is entered into by and between HOST FUNDING, INC., a Maryland corporation
("Assignor"), and BH-AUBURN, L.P., an Indiana limited partnership
("Assignee").
W I T N E S S E T H:
Assignor has heretofore entered into that certain Agreement of Sale and
Purchase (as same may have been from time to time amended, the "Agreement"),
dated effective as of May 5, 1997, between Assignor, as purchaser, and Auburn
Equity Partners, an Ohio general partnership, as seller, covering property
situated in Auburn, Dekalb County, Indiana, and more particularly described
in the Agreement.
Assignee desires to purchase from Assignor, and Assignor desires to sell
and assign to Assignee, the Agreement.
NOW, THEREFORE, for and in consideration of the premises and the
agreements and covenants herein set forth, together with the sum of Ten and
No/100 Dollars ($10.00) and other good and valuable consideration this day
paid and delivered by Assignee to Assignor, the receipt and sufficiency of
all of which by Assignor are hereby confessed and acknowledged, Assignor does
hereby ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of Assignor's
right, title and interest in and to the Agreement, and all of the rights,
benefits and privileges of the purchaser thereunder, but subject to all
terms, conditions, reservations and limitations set forth in the Agreement.
TO HAVE AND TO HOLD all and singular the Agreement unto Assignee, its
successors and assigns, and Assignor does hereby bind itself and its
successors and assigns, to WARRANT and FOREVER DEFEND all and singular the
Agreement unto Assignee, its successors and assigns, against every person
whomsoever lawfully claiming or attempting to claim same, or any part
thereof, by, through or under Assignor, but not otherwise.
It is specifically agreed that Assignor shall not be responsible to the
seller under the Agreement for the discharge and performance of any and all
duties and obligations to be performed and/or discharged by the purchaser
thereunder after the date hereof. By accepting this Assignment and by its
execution hereof, Assignee covenants and agrees to indemnify, save and hold
harmless Assignor from and against any and all loss, liability, claims or
causes or action existing in favor of
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or asserted by the seller under the Agreement arising out of or relating to
Assignee's failure to perform any of the obligations of the purchaser under
the Agreement after the date hereof.
Assignor covenants and warrants to Assignee that: (a) Assignor is the
lawful owner and holder of all of the right, title and interest of the
purchaser in and to the Agreement; (b) such right, title and interest is free
from all liens, security interests, and other encumbrances of all kinds; (c)
the Agreement is in full force and effect and to the best of Assignor's
actual knowledge, no default (nor any event which with notice or lapse of
time or both could cause a default) has occurred under the Agreement; and (d)
Assignor warrants such rights, title, and interests in and to the Agreement
to Assignee against all adverse claims.
All of the covenants, terms and conditions set forth herein shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.
IN WITNESS WHEREOF, Assignee and Assignor have executed this Agreement
effective as of the 21st day of October, 1997.
ASSIGNOR
HOST FUNDING, INC.,
a Maryland corporation
By: /s/ BONA X. XXXXX
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Name: BONA X. XXXXX
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Title: VICE PRESIDENT
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ASSIGNEE
BH-AUBURN, L.P.,
an Indiana limited partnership
By: Host Auburn GP, Inc.,
a Maryland corporation, General Partner
By: /s/ BONA X. XXXXX
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Name: BONA X. XXXXX
-----------------------------------------
Title: VICE PRESIDENT
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