exv10w49






Exhibit 10.49




ASSIGNMENT AND ASSUMPTION OF

AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS

(CALIFORNIA)




     This Assignment and Assumption of Agreement of Purchase and Sale and Joint Escrow Instructions
(California) (this “Assignment”) is made and entered into effective as of August 9, 2010
(the “Effective Date” hereof), by and between TNP ACQUISITIONS, LLC. a Delaware limited
liability company (“Assignor”); and TNP SRT SAN JACINTO, LLC, a Delaware limited liability company
(“Assignee”)



R E C I T A L S:




     WHEREAS, Assignor and Quality Properties Asset Management Company, an Illinois corporation
(“Seller”) entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions
(California) dated July 9, 2010, as reinstated and amended by that certain Conditional
Reinstatement and First Amendment to the Agreement of Purchase and Sale and Joint Escrow
Instructions (California) dated August 4, 2010 (the
“Purchase Agreement”) for the sale of
certain real property more particularly described therein
(collectively, the “Property”);
and



     WHEREAS, Assignor wishes to assign to Assignee, and Assignee wishes to take assignment of,
Assignor’s rights pursuant to the Purchase Agreement.



     WHEREAS, Seller has been advised by Buyer that Assignee is under common control with Assignor,
and pursuant to Paragraph 25.1 of the Purchase Agreement, Assignor has the right to make such an
assignment without the consent of Seller. However, Seller agrees to acknowledge the assignment of
the Purchase Agreement as set forth herein.



     NOW, THEREFORE, for and in consideration of the mutual promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to as follows:



     1. Recitals. The above “Recitals” are hereby incorporated into this Assignment as if
fully set forth herein.



     2. Assignment. Assignor hereby assigns to Assignee, and Assignee assumes, all of Assignor’s
right, title and interest in and to the Purchase Agreement. Assignee hereby agrees to assume and
perform all of Assignor’s obligations arising under the Purchase Agreement from and after the
Effective Date hereof, jointly and severally with Assignor. Assignee executes this Assignment below
for the purpose of evidencing its acceptance of the foregoing assignment.



     3. Representations. Assignor hereby makes the representations and warranties set forth
in Section 15 of the Purchase Agreement for the benefit of Seller.



 









 





     4. Counterparts: Signatures. This Assignment may be executed in any number of
counterparts, all of which taken together shall constitute this Assignment. Signatures transmitted
by facsimile, e-mail or similar electronic means shall be deemed originals in all respects for
purposes of this Assignment.



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     IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the
date first Written above.



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 
	 
	 	 	 	 	 	 	 
	 	 	TNP ACQUISITIONS,
LLC,

 a Delaware limited liability company	 
	 
	 	 	 	 	 	 	 
	 	 	By:	 	THOMPSON NATIONAL PROPERTIES,
LLC,

a Delaware limited liability company
	 	 	 	 		 
	 	 	 	 	 	 	 	 
	 	 	Its:	 	Sole Member	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Wendy Worcester	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Wendy Worcester	 
	 

	 	 	 	 	 	Title: Chief Admin Officer	 






	 	 	 	 	 	 	 	 	 	 
										
	 	 	ASSIGNEE:	
	 
	 	 	 	 	 	 	 	 	
	 	 	TNP SRT SAN JACINTO, LLC,	
	 	 	a Delaware limited liability company	
	 
	 	 	 	 	 	 	 	 	
	 	 	By:	 	TNP STRATEGIC RETAIL
OPERATING 	
	 	 	 	 	PARTNERSHIP, LP, a Delaware limited partnership	
	 	 	 	 	 	
	 	 	Its:	 	 Sole Member	
	 
	 	 	 	 	 	 	 	 	
	 	 	 	 	By:	 	TNP STRATEGIC RETAIL TRUST, INC., 

a Maryland corporation	
	 	 	 	 	 	 	 	
	 	 	 	 	Its:	 	General Partner	
	 
	 	 	 	 	 	 	 	 	
	 

	 	 	 	 	 	By:
	 	/s/ Christopher S. Cameron	
	 

	 	 	 	 	 	 	 	 	
	 

	 	 	 	 	 	 	 	Name: Christopher S. Cameron	
	 

	 	 	 	 	 	 	 	Title: CFO, Secretory	






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     This Assignment is hereby acknowledged by Seller as of the date first written above, based on
Buyer’s representation of the relationship between Assignor and Assignee.



	 	 	 	 	 
	 	SELLER:



QUALITY PROPERTIES ASSET MANAGEMENT COMPANY,

An Illinois corporation

 	 
	 	By:  	/s/ Colin Bagwell
 	 
	 	 	Name:  	Colin Bagwell	 
	 	 	Title:  	Assistant Vice President	 
	 




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