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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:
(a) 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.
(b) 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.
(c) 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.
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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
