Service Contracts, Warranties and Other Intangible
Property (this "Assignment") is made and entered into
, 2004 by and between SELLERNAME, SELLERENTITY
("Assignor"), ASSIGNEENAME, ASSIGNEEENTITY ("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 right of Assignor to use
the name "Carter Lake Apartments" and any other mark, logo, name or trade name
owned by Assignor now used exclusively in connection with the Real Property and
any utility contracts or 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 CONTRACTDATE, BY AND BETWEEN
ASSIGNOR AND BUYERNAME (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,
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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 ANY PARTICULAR PURPOSE OF THE ASSIGNED ITEMS.
Except as otherwise expressly provided in Article VII of the Agreement, by
accepting this Assignment and by its execution hereof, Assignee assumes the
payment and