ASSIGNMENT AND
ASSUMPTION OF
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF
REAL ESTATE PURCHASE AND SALE AGREEMENT (this
“Assignment”) is made and entered into this 15th day of
September, 2008, by and between GRUBB & ELLIS REALTY INVESTORS,
LLC, a Virginia limited liability company (“Assignor”),
and G&E Apartment REIT Canyon Ridge, LLC, a Delaware limited
liability company, (“Assignee”).
WHEREAS, Assignor entered into that
certain Real Estate Purchase and Sale Agreement dated as of
July 10, 2008 (“Purchase Agreement”) for that
certain real property known as Apartments at Canyon Ridge, 3868
Central Pike Road, Hermitage, Tennessee, with Apartments at Canyon
Ridge, LLC, a Delaware limited liability company
(“Seller”), and
WHEREAS, Assignor wishes to assign to
Assignee its rights pursuant to the Purchase Agreement, relating to
the purchase of that certain real property, with all improvements
and appurtenances thereto more particularly described in the
Purchase Agreement.
NOW, THEREFORE, in consideration of
the premises, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignor
hereby assigns to Assignee all of Assignor’s right, title and
interest in and to the Purchase Agreement in order to expressly
confer upon Assignee all of the benefits of a successor, assign or
nominee of Assignor under the Purchase Agreement.
Nothing in this Assignment shall be
deemed to release Assignor from being directly liable to Seller
under the Purchase Agreement.
By executing this Assignment,
Assignee hereby accepts the assignment of a
