Land, LLC (each, a "Seller" and collectively, "Sellers"), as amended by that
certain First Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions between Seller and CP dated as of January 5, 2007, and as amended
by those certain letter agreements for the sole purpose of extending the Due
Diligence Period (collectively, the "Contract"), a copy of which is attached
hereto as Exhibit A, for the Property described therein, pursuant to the terms
of which CP has agreed to purchase from Sellers certain
property (the
"Property"), including interests in certain real property located in Eagle
County, Colorado, as more particularly described in the Contract.
B.
ASSIGNOR DESIRES TO ASSIGN TO ASSIGNEE
ALL OF ITS RIGHT, TITLE AND INTEREST AS PURCHASER IN AND TO THE CONTRACT
(INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO ANY DEPOSIT THEREUNDER) AND ANY
AGREEMENTS, APPROVALS, LICENSES AND PERMITS OR OTHER ENTITLEMENT DOCUMENTS HELD
BY ASSIGNOR OR ITS AFFILIATE OR PRINCIPALS IN CONNECTION WITH THE PROPERTY (THE
"PROPERTY DOCUMENTS"), AND ASSIGNEE DESIRES TO ACQUIRE FROM ASSIGNOR ALL OF
ASSIGNOR'S RIGHT, TITLE AND INTEREST AS PURCHASER IN AND TO THE CONTRACT AND IN
AND TO THE PROPERTY DOCUMENTS AND TO ASSUME ALL OF THE DUTIES AND OBLIGATIONS OF
PURCHASER UNDER THE CONTRACT.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration in hand paid by Assignee to Assignor, the
receipt and sufficiency of which are hereby acknowledged and confessed, Assignor
does hereby ASSIGN AND TRANSFER unto Assignee all of the right, title and
interest of Assignor in and to the Contract (including, but not limited to, the
right to any deposit thereunder) and in and to the Property Documents.
Assignee, by its acceptance and execution hereof, hereby assumes and agrees to
perform all obligations of Purchaser pursuant to the Contract.
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EXECUTED to be effective as of the date first written above.
ASSIGNOR:
CORDILLERA PARTNERS, LLC,
a Delaware limited liability company
By:
Name:
Title:
ASSIGNEE:
BEHRINGER HARVARD CORDILLERA, LLC,
a Delaware limited liability company
By:
Name:
Title:
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EXHIBIT A
PURCHASE AND SALE AGREEMENT
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EXHIBIT C
PURCHASE AGREEMENT
[See Attached]
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