EXHIBIT E
Assignment of Leases, Service Contracts,
Warranties and Other Intangible Property
This Assignment of Leases, Service Contracts, Warranties and Other
Intangible Property (this "Assignment") is made and entered into this
day of
MONTH OF CLOSING, 2004, by and between
("Assignor"),
ASSIGNEE NAME, ASSIGNEE ENTITY ("Assignee").
For good and valuable consideration paid by Assignee to Assignor, the
receipt and sufficiency of which are hereby acknowledged, Assignor does hereby
assign, transfer, set over and deliver unto Assignee all of Assignor's right,
title, and interest in and to the following (collectively, the "Assigned
Items"): (i) those certain leases (the "Leases") listed on Exhibit A attached
hereto and made a part hereof for all purposes except for Seller's right to
collect delinquent rent and other delinquent sums owing under such Leases for
the period prior to the date hereof in accordance with the Agreement (as defined
below), (ii) those certain service contracts, equipment leases, tenant
improvement agreements and leasing agreements (the "Service Contracts") listed
on Exhibit B, if any, attached hereto and made a part hereof for all purposes,
and (iii) those certain warranties held by Assignor (the "Warranties") listed on
Exhibit C, if any, attached hereto and made a part hereof for all purposes, and
(iv) all zoning, use, occupancy and operating permits, and other permits,
licenses, approvals and certificates, maps, plans, specifications, and all other
Intangible Personal Property (as defined in the Agreement) owned by Assignor and
used exclusively in the use or operation of the Real Property and Personal
Property (each as defined in the Agreement), including, without limitation, any
trade name owned by Assignor now used exclusively in connection with the Real
Property and any other agreements or rights relating to the use and operation of
the Real Property and Personal Property but excluding the names "RREEF" and any
derivatives thereof (collectively, the "Other Intangible Property").
This Assignment is made subject, subordinate and inferior to the
easements, covenants and other matters and exceptions set forth on Exhibit D, if
any, attached hereto and made a part hereof for all purposes.
ASSIGNEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF, THAT, EXCEPT
AS EXPRESSLY PROVIDED IN, AND SUBJECT TO THE LIMITATIONS CONTAINED IN, THAT
CERTAIN AGREEMENT OF PURCHASE AND SALE, DATED AS OF CONTRACT DATE, BY AND
BETWEEN CABOT INDUSTRIAL VENTURE A, LLC, CABOT INDUSTRIAL VENTURE B, LLC, CW
INDUSTRIAL VENTURE B, LLC, CW INDUSTRIAL VENTURE A TEXAS, L.P., and CW
INDUSTRIAL VENTURE B TEXAS, L.P. AND DIVIDEND CAPITAL OPERATING PARTNERSHIP LP
(AS AMENDED, THE "AGREEMENT"), THE ASSIGNED ITEMS ARE CONVEYED "AS IS, WHERE IS"
AND IN THEIR PRESENT CONDITION WITH ALL FAULTS, AND THAT ASSIGNOR HAS NOT MADE,
DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE NATURE, QUALITY OR
CONDITION OF THE ASSIGNED ITEMS, THE INCOME TO BE DERIVED THEREFROM, OR THE
ENFORCEABILITY, MERCHANTABILITY OR FITNESS FOR