ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made as
of May 30, 1997, by and between WELLSFORD RESIDENTIAL PROPERTY TRUST, a
Maryland real estate investment trust ("Assignor"), and WELLSFORD REAL
PROPERTIES, INC., a Maryland corporation ("Assignee").
W I T N E S S E T H:
For valuable consideration, the receipt of which is hereby acknowledged,
Assignor and Assignee agree as follows:
1. Assignment and Assumption.
a. Assignor hereby assigns and transfers to Assignee all right,
title and interest of Assignor in, to and under (i) that certain Bond
Pledge and Security Agreement, dated as of December 1, 1995, by and
between Assignor, Palomino Park Public Improvements Corporation, a
Colorado nonprofit corporation (the "Bond Issuer"), Dresdner Bank AG, New
York Branch, a banking corporation organized under the laws of The
Federal Republic of German, operating through its Xxx Xxxx Xxxxxx (xxx
"Xxxx"), xxx Xxxxxx Xxxxxx Trust Company of New York, a trust company
organized under the laws of the State of New York, as Trustee (the
"Trustee") (the "Pledge Agreement"), (ii) that certain Letter of Credit
Reimbursement Agreement, dated as of December 1, 1995, between Assignor,
the Bank and the Bond Issuer, together with all amendments, modifications
and supplements thereto (the Reimbursement Agreement"), (iii) that
certain Promissory Note, dated as of December 1, 1995, from the Assignor
to the Bank (the "Wellsford Note") (iv) that certain Promissory Note,
dated as of December 1, 1995, from the Bond Issuer to the Assignor (the
"Issuer Note"), (v) that certain Wellsford Bond Pledge and Security
Agreement, dated as of December 1, 1995, by and between Assignor, the
Bond Issuer and the Trustee (the "Wellsford Pledge Agreement"), (vi) that
certain Reimbursement Agreement, dated as of December 1, 1995, between
Assignor and the Bond Issuer, together with all amendments, modifications
and supplements thereto (the "Wellsford Reimbursement Agreement"), (vii)
that certain Public Improvements Assessment and Lien, dated as of
December 1, 1995, including all amendments and modifications thereto (the
"Assessment and Lien"), by and between the Bond Issuer and Park at
Highlands LLC, a limited liability company organized under the laws of
the State of Colorado (the "Developer"), (viii) the Assessment Agreement,
dated as of December 1, 1995, together with all amendments, modifications
and supplements thereto (the "Assessment Agreement"), by and between the
Developer and the Bond Issuer, and (ix) that certain Trust Indenture,
dated as of December 1, 1995, by and between the Bond Issuer and United
States Trust Company of New York, as Trustee, ((i), (ii), (iii), (iv),
(v), (vi), (vii), (viii) and (ix), collectively, the "Conveyed
Property").
b. Assignee hereby accepts the foregoing assignment, and (i)
confirms that it shall be deemed to be a party to the Reimbursement
Agreement, the Pledge Agreement, the Wellsford Pledge Agreement, the
Wellsford Reimbursement Agreement and the Wellsford Note, and (ii) agrees
to be bound by all of the terms of, and to undertake all of the
obligations of the Assignor contained in the Reimbursement Agreement, the
Pledge Agreement, the Wellsford Note, the Wellsford Reimbursement
Agreement and the Wellsford Pledge Agreement.
The execution and delivery of this Assignment shall constitute an
acknowledgment and agreement by each of the parties hereto (i) that each
intends that the transfer, assignment and conveyance herein contemplated
constitute an absolute assignment by the Assignor of its interest in the
Conveyed Property, conveying good title in such Conveyed Property free and
clear of any liens, and that such interest shall not be a part of the
Assignor's estate in the event of the bankruptcy or the occurrence of another
similar event of, or with respect to, the Assignor, (ii) that each consents to
such assignment by the Assignor of its rights under the Conveyed Property and
the assumption by the Assignee of the obligations of Assignor thereunder, and
(iii) that Assignor is and shall be relieved of all liabilities arising
pursuant to and in accordance with the Reimbursement Agreement, the Pledge
Agreement, the Wellsford Note, the Wellsford Reimbursement Agreement and the
Wellsford Pledge Agreement.
2. Further Assurances. The parties shall promptly execute and deliver
any additional instruments or documents which may be reasonably necessary to
evidence or better effect the assignment contemplated hereby. Notwithstanding
the foregoing, nothing in this Assignment shall be construed as requiring any
party to the Assignment to incur liabilities or obligations other than with
respect to liabilities and obligations arising specifically described in the
Conveyed Property.
3. Counterparts. This Assignment may be executed in any number of
counterparts and by each party on a separate counterpart or counterparts, each
of which when so executed and delivered shall be deemed an original and all of
which taken together shall constitute but one and the same instrument.
4. Governing Law. This Assignment shall be deemed to be an agreement
made under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with such laws.
5. Binding Effect. This Assignment shall be binding upon and inure to
the benefit of each of the parties and its successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the date first hereinabove written.
ASSIGNOR:
WELLSFORD REAL ESTATE
INVESTMENT TRUST
By:/s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
ASSIGNEE:
WELLSFORD REAL PROPERTY, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
