LLC,
a Delaware limited liability company
By:
Name:
Gerald J. Reihsen, III
Title:
Secretary
EXHIBIT A
FORM OF ASSIGNMENT OF MEMBERSHIP INTEREST
ASSIGNMENT OF MEMBERSHIP INTEREST dated as of
,
, made by GC 129 Voss JM LLC, a Delaware limited liability company
(together with its successors and assigns, the "Assignor") to
(the "Assignee").
RECITALS
THE UNDERSIGNED HAS ENTERED INTO THE PLEDGE AND SECURITY AGREEMENT DATED AS OF
SEPTEMBER 22, 2006 (SUCH AGREEMENT, AS IT MAY BE AMENDED OR OTHERWISE MODIFIED
FROM TIME TO TIME, THE "PLEDGE AGREEMENT"), WITH BEHRINGER HARVARD ALEXAN VOSS,
LLC, A DELAWARE LIMITED LIABILITY COMPANY ("LENDER").
UNLESS OTHERWISE NOTED,
TERMS DEFINED IN THE PLEDGE AGREEMENT ARE USED HEREIN AS DEFINED THEREIN.
THE ASSIGNOR IS THE SOLE MEMBER OWNING 100% OF THE MEMBERSHIP INTERESTS OF GC
128 VOSS SM LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE "COMPANY") EXISTING
UNDER AND EVIDENCED BY THE OPERATING AGREEMENT OF THE COMPANY DATED AS OF AUGUST
28, 2006 (SUCH AGREEMENT, AS IT MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE "OPERATING AGREEMENT AND THE ASSIGNOR, AS THE
SOLE MEMBER THEREOF, HAS CERTAIN RIGHTS, TITLE AND INTEREST IN AND TO THE
COMPANY, INCLUDING, WITHOUT LIMITATION, RIGHTS TO RECEIVE INCOME, DISTRIBUTIONS,
PROFITS, GAINS AND LOSSES, AND TO VOTE AND/OR MANAGE THE COMPANY, ALL AS AND TO
THE EXTENT PROVIDED IN THE OPERATING AGREEMENT (COLLECTIVELY, THE "INTEREST").
LENDER HAS REQUIRED THAT THE ASSIGNOR SHALL HAVE EXECUTED AND DELIVERED THIS
ASSIGNMENT.
NOW THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
1)
ASSIGNMENT AND ACCEPTANCE OF ASSIGNED INTEREST.
AS OF THE
EFFECTIVE DATE (AS DEFINED IN SECTION 7), THE ASSIGNOR HEREBY SELLS, TRANSFERS,
CONVEYS AND ASSIGNS (WITHOUT RECOURSE AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN,
REPRESENTATION OR WARRANTY) (COLLECTIVELY, THE "ASSIGNMENT") TO THE ASSIGNEE ALL
OF THE ASSIGNOR'S RIGHT, TITLE AND INTEREST IN AND TO THE INTEREST AND OF ITS
RIGHTS UNDER THE OPERATING AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL ITS (A)
RIGHTS TO RECEIVE MONEYS DUE AND TO BECOME DUE UNDER OR PURSUANT TO THE
OPERATING AGREEMENT, (B) RIGHTS TO RECEIVE PROCEEDS OF ANY INSURANCE, INDEMNITY,
WARRANTY OR GUARANTY WITH RESPECT TO THE OPERATING AGREEMENT, (C) CLAIMS FOR
DAMAGES ARISING OUT OF OR FOR BREACH OF OR DEFAULT UNDER THE OPERATING
AGREEMENT, AND (D) RIGHTS TO PERFORM THEREUNDER AND TO COMPEL PERFORMANCE, AND
OTHERWISE EXERCISE ALL RIGHTS AND REMEDIES THEREUNDER.
ASSIGNOR'S RIGHT, TITLE
AND INTEREST IN THE INTEREST AND OF THE ASSIGNOR'S RIGHTS UNDER THE OPERATING
AGREEMENT THAT ARE BEING ASSIGNED TO THE ASSIGNEE PURSUANT TO THIS AGREEMENT ARE
HEREINAFTER REFERRED TO AS THE "ASSIGNED INTEREST".
THE ASSIGNEE, UPON THE
EXECUTION OF THIS ASSIGNMENT,
2
HEREBY ACCEPTS FROM THE ASSIGNOR THE ASSIGNED INTEREST AND AGREES TO BECOME A
SUCCESSOR MEMBER OF THE COMPANY IN THE PLACE AND STEAD OF THE ASSIGNOR TO THE
EXTENT OF THE ASSIGNED INTEREST AND TO BE BOUND BY THE TERMS AND PROVISIONS OF
THE OPERATING AGREEMENT.
2)
REPRESENTATIONS AND WARRANTIES OF THE