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Assignment of Leases ASSIGNMENT OF LEASES John F. Hays and Laurence Grabb, d/b/a G & H Investments (the "Assignors"), for the sum of$1.00 and other good and valuable consideration,the receipt and sufficiency of which are acknowledged hereby, assign and transfer to the City of Carmel Redevelopment Commission (the "Assignee") all of their right, title, and interest in, to, and under: (a) All Leases(as defined and described in the Rent Roll Certificate executed by Assignors and delivered to Assignee on the date hereof (the "Rent Roll")) with respect to that certain real estate located in Hamilton County, Indiana, as more particularly described on Exhibit A, attached hereto and incorporated herein by reference (the "Real Estate"), together with all security interests and liens created by the Leases, and all guaranties thereof, if any; (b) All rents, license payments, and other payments under or with respect to the Leases that are attributable in whole or in part to the period commencing on, and continuing after, the date hereof; and (c) All security and other deposits made under or with respect to the Leases. Assignors covenant and warrant that: (a) there are no leases, subleases, tenancies, or other rental agreements now in effect that grant to any party a tenancy or other possessory interest in or to all or any part of the Real Estate, except for the Leases; (b) Assignors have the right to assign to Assignee all of the rights and interests assigned to Assignee herein (the"Assigned Rights"); (c)the Assigned Rights are sold, assigned, and transferred free and clear of all liens, security interests, and encumbrances; and (d)Assignors shall warrant and defend title to the Assigned Rights against any and all claims of any kind or nature asserted by any persons or entities. In consideration of the foregoing assignments by Assignors to Assignee, and in full reliance upon the covenants and warranties made by Assignors herein and in the Rent Roll, Assignee hereby assumes all liabilities and responsibilities of the Assignors as landlord under the Leases for the period commencing on the date hereof; provided that in no case is Assignee responsible for the liabilities or responsibilities of Assignors under the Leases that are attributable to the period prior to the date hereof, and Assignors shall remain responsible therefor. IN WITNESS WHEREOF,Assignors and Assignee have executed this Assignment of Leases on this day of February, 2000. ASSIGNORS: BY: __ John F. Hays "%111101(../Cai f Laurence Grabb ASSIGNEE: THE CITY OF CARMEL REDEVELOPMENT C,C,,AMISSION By: Printed: Title: / 7- CAWINDOWS\TEMP\ASSIGNMENT OF LEASES-G&H.WPD -2- 02Feb0