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EXHIBIT 2.01
ASSIGNMENT AND ASSUMPTION AGREEMENT
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This Agreement made as of this 16th day of September, 2004
between
Historic Preservation Properties 1989
Limited Partnership, a Delaware limited
partnership ("Assignor") and HPP LLC, a
Massachusetts limited liability company
("Assignee").
WHEREAS, Assignor is the holder of a Members Interest (the
"Interest")
in The Cosmopolitan At Mears Park, LLC, a
Delaware limited liability company
("TCAMP") under that certain Amended and
Restated Operating Agreement dated as
of March 28, 2001 (the "Operating
Agreement")
WHEREAS, Assignor intends to transfer the Interest to Assignee
and
Assignee intends to accept such transfer of
Interest
NOW, THEREFORE, the parties agree as follows:
For the sum of Seven Hundred Thirty Five Thousand Dollars
($735,000)
to be paid on the Effective Date (as
hereinafter defined), Assignor hereby
assigns, transfers and conveys to Assignee
all of Assignor's right, title and
interest in and to the Interest, free and
clear of all liens, encumbrances,
restrictions or claims of any kind except
those arising under the Operating
Agreement and ancillary documents
thereto.
Capitalized terms used herein and not otherwise defined shall have
the
meanings set forth in the Operating
Agreement.
The assignment of Interest hereunder constitutes an assignment
and
transfer of all of Assignor's right, title
and interest in and to its Interest
in TCAMP and, accordingly, Assignor states
its intention that Assignee succeed
to Assignor's Interest in TCAMP and become
a Member in substitution for
Assignor. Assignor specifically represents
that it is the owner of the Interest
free and clear of all liens, encumbrances,
restriction
