AN EXECUTED ORIGINAL IS NOT AVAILABLE, OF ALL OTHER AND FUTURE
LEASES TO WHICH ASSIGNOR IS A PARTY, AND UPON REQUEST OF ASSIGNEE, WILL
SPECIFICALLY TRANSFER AND ASSIGN TO ASSIGNEE SUCH OTHER AND FUTURE LEASES UPON
THE SAME TERMS AND CONDITIONS AS HEREIN CONTAINED.
(E)
ASSIGNOR REPRESENTS THAT IT:
(I) HAS BEEN ADVISED THAT ASSIGNEE
ENGAGES IN THE BUSINESS OF REAL ESTATE FINANCINGS AND OTHER REAL ESTATE
TRANSACTIONS AND INVESTMENTS WHICH MAY BE VIEWED AS ADVERSE TO OR COMPETITIVE
WITH THE BUSINESS OF ASSIGNOR OR ITS AFFILIATES; (II) IS REPRESENTED BY
COMPETENT COUNSEL AND HAS CONSULTED COUNSEL BEFORE EXECUTING THIS ASSIGNMENT;
AND (III) HAS RELIED SOLELY ON ITS OWN JUDGMENT AND ON ITS COUNSEL AND ADVISORS
IN ENTERING INTO THE TRANSACTION(S) CONTEMPLATED HEREBY WITHOUT RELYING IN ANY
MANNER ON ANY STATEMENTS, REPRESENTATIONS OR RECOMMENDATIONS OF ASSIGNEE OR ANY
PARENT, SUBSIDIARY OR AFFILIATE OF ASSIGNEE.
13.
NO ORAL CHANGE.
THIS ASSIGNMENT MAY NOT BE AMENDED EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY ASSIGNOR AND ASSIGNEE.
14.
SUCCESSORS AND ASSIGNS.
ASSIGNOR MAY NOT ASSIGN ITS RIGHTS UNDER
THIS ASSIGNMENT EXCEPT AS PERMITTED UNDER THE LOAN AGREEMENT.
SUBJECT TO THE
FOREGOING, THIS
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ASSIGNMENT SHALL BE BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, ASSIGNOR
AND ASSIGNEE AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
15.
NOTICES.
ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS PROVIDED
FOR HEREIN SHALL BE GIVEN OR MADE IN WRITING IN THE MANNER SPECIFIED IN THE LOAN
AGREEMENT.
16.
EXCULPATION.
IT IS EXPRESSLY AGREED THAT RECOURSE AGAINST
ASSIGNOR FOR FAILURE TO PERFORM AND OBSERVE ITS OBLIGATIONS CONTAINED IN THIS
ASSIGNMENT SHALL BE LIMITED AS AND TO THE EXTENT PROVIDED IN SECTION 10.1 OF THE
LOAN AGREEMENT.
17.
COUNTERPARTS.
THIS ASSIGNMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL,
BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
18.
JOINT AND SEVERAL.
EACH PERSON CONSTITUTING ASSIGNOR HEREUNDER
SHALL HAVE JOINT AND SEVERAL LIABILITY FOR THE OBLIGATIONS OF ASSIGNOR HEREUNDER
EXCEPT AS OTHERWISE PROVIDED IN THE LOAN DOCUMENTS.
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IN WITNESS WHEREOF, THIS ASSIGNMENT has been executed by Assignor the day and
year first above written.
BEHRINGER HARVARD 101 SOUTH TRYON LP, a
Delaware limited partnership
By:
Gerald J. Reihsen, III, Secretary
STATE of
COUNTY of
I certify that the following person(s) personally appeared before me this day,
and
(check one of the following)
I have personal knowledge of the identity of the principal(s); or
I have seen satisfactory evidence of the principal's identity, by a current
state or
federal identification with the principal's photograph in the form of
(check one of the following)
a driver's license, or
in the form of
; or
a credible witness (i) personally known to me, (ii) unaffected by this
instrument and the transaction to which it relates and (iii) who personally
knows such principal(s), has sworn to the identity of the principal(s).
Each acknowledging to me that he or she voluntarily