{PAGE}

                          ASSIGNMENT AND ASSUMPTION OF

                     AGREEMENT FOR COMPLETION AND GUARANTEE





         THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR COMPLETION AND

GUARANTEE (this "Assignment") is executed as of this _____ day of November,

2002, by CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation

("Seller"), and CEDAR-CAMP HILL, LLC, a Delaware limited liability company

("Purchaser").



         Purchaser is this day purchasing from Seller and Seller is conveying to

Purchaser the real property described on Exhibit A attached hereto and made a

part hereof together with all improvements thereon and appurtenances thereto

(herein called the "Property"). Seller is a party to a certain "Borough of Camp

Hill Agreement for Completion and Guarantee of Plan Improvements" dated the 19th

day of December, 2001 (the "Completion Agreement") pursuant to which Seller is

responsible to the Borough of Camp Hill for the completion of certain

improvements located upon the Property, a copy of which is attached hereto as

Exhibit B and made a part hereof.



         NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, Seller hereby transfers and assigns to Purchaser, effective as of

the date hereof, all right, title, and interest of Seller in, to and under the

Completion Agreement, including any and all rights of Seller to any and all

deposits thereunder.



         Seller on behalf of itself, its successors and assigns does hereby

agree to indemnify and hold Purchaser, its successors and assigns, harmless from

and against all liabilities arising out of events occurring under the Completion

Agreement prior to the date hereof but not thereafter, provided, however, that

the foregoing indemnity shall not imply any warranty or indemnity with respect

to compliance with environmental and land use laws or the use, generation or

disposal of hazardous materials, such matters being governed solely by the terms

of that certain Agreement of Purchase and Sale between Seller and Cedar Income

Fund Partnership, L.P. having an Effective Date (as defined therein) of August

14, 2002, as amended by that certain First Amendment to Agreement of Purchase

and Sale dated September 12, 2002, Second Amendment to Agreement of Sale and

Purchase dated October 31, 2002, and Third Amendment to Agreement of Purchase

and Sale dated as of November 15, 2002, Cedar Income Fund Partnership, L.P.'s

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC