AGREEMENT of ASSIGNMENT and TRANSFER
For Limited Partnership Interests in
MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP
Please Print your name(s)/registration exactly as it appears on the outer
envelope along with the other information requested below.
Your Name(s)/Registration of Record: ____________________________________ Phone Number: _______________________
____________________________________
____________________________________ Number of Units:_____________________
Address: ____________________________________
____________________________________
____________________________________
I hereby tender to Madison Liquidity Investors 117, LLC (the "Purchaser"), a
Delaware limited liability company, and/or its assignees, the above-described
limited partnership Units in Marriott Residence Inn IILimited Partnership, a
Delaware limited partnership (the "Partnership"), for $275 per Unit in cash
(reduced by the amount of any cash distributions made to me by the Partnership
on or after September 21, 2001 and together with interest as provided in the
Offer) in accordance with the terms and subject to the conditions of the
Purchaser's Offer to Purchase dated September 21, 2001 (the "Offer to Purchase")
and this Agreement of Assignment and Transfer (which, together with the Offer to
Purchase and any supplements or amendments, constitutes the "Offer"). I
acknowledge that I have received the Offer to Purchase. The Offer, the proration
period (described further in Section 4 of the Offer to Purchase) and the
withdrawal rights (described further in Section 5 of the Offer to Purchase) will
remain open until 5:00 p.m. Eastern Daylight Time on October 23, 2001, subject
to extension at the discretion of the Purchaser (the "Expiration Date"). I
understand that (i) payment for the Units tendered hereby and accepted by the
Purchaser will be made by check mailed to me at the address below promptly
following the transfer or assignment of the Units to the Purchaser, (ii) payment
may be several months after the Expiration Date of the Offer and (iii) the
Purchaser shall not be liable for any damages that may be incurred by me as a
result of any delay in such payment caused by the Partnership's failure to
either promptly effect transfers or declare the amount of distributions. I
further understand that the Purchaser may, at its sole discretion, reject (in
whole or in part) any and all tenders of Units prior to making payment therefor
in the event of a change in any of the financial or procedural considerations
taken into account by the Purchaser in formulating and extending the Offer. The
Offer is subject to Section 13 - "Conditions of the Offer" of the Offer to
Purchase.
Subject to, and effective upon, acceptance of this Agreement of Assignment and
Transfer and payment for the Units tendered hereby in accordance with the terms
and subject to the conditions of the Offer, I hereby sell, assign, transfer,
convey and deliver to the Purchaser, and the Purchaser shall be entitled to
receive, (i) all of my right, title and interest in and in any way related to
the Units tendered hereby and accepted by the Purchaser for payment pursuant to
the Offer (the "Tendered Units"), (ii) any and all cash and non-cash
distributions (including, without limitation, Distributable Cash Flow and Net
Cash Proceeds), other Units or other securities declared, made, issued or
issuable in respect of the Tendered Units on or after September 21, 2001 without
regard to whether the cash or other property that is included in any such
distribution was received by the Partnership before or after September 21, 2001
and without regard to whether the applicable sale, financing, refinancing or
other disposition took place before or after September 21, 2001, (iii) all
rights in, and claims to, any Partnership profits and losses, cash
distributions, voting rights and other benefits of any nature whatsoever
distributable or allocable to the Tendered Units under the Partnership's Limited
Partnership Agreement or otherwise, and (iv) all proceeds received by me after
September 21, 2001 of or other consideration resulting from litigation or other
assertion of claims having accrued in favor of the Partnership, the tendering
Unitholder or his or hers predecessor(s) in interest with respect to the
tendering Unitholder's or such other person's purchase of Units or otherwise
with respect to the business or management of the Partnership from its inception
to the time of payment for the Units tendered hereunder. It is my further
understanding, and I further acknowledge and agree, that the taxable income and
taxable loss attributable to the transferred Units with respect to the taxable
period in which the date on which the Purchaser is listed in the records of the
Partnership as the holder of record of the Tendered Units occurs shall be
divided among and allocated between me and the Purchaser as provided in the
Partnership Agreement, or in accordance with such other lawful allocation
methodology as may be agreed upon by the Partnership and the Purchaser. It is my
intention that the Purchaser, if it so elects, succeed to my interest as a
Substitute Limited Partner, as defined in the Partnership Agreement, in my place
with respect to the transferred Units.
I hereby represent and warrant to the Purchaser and the Partnership that I have
the full right, power and authority to transfer the Units and to execute this
Agreement of Assignment and Transfer and all other documents executed in
connection herewith without the joinder of any other person or party. If I am
executing this Agreement of Assignment and Transfer or any other document in
connection herewith on behalf of a business or other entity other than an
individual person, I have the right, power and authority to execute such
documents on behalf of such entity without the joinder of any other person or
party. I hereby further represent and warrant to the Purchaser that (i) I have
received the Offer to Purchase, (ii) I own the Units and have full right, power
and authority to validly sell, assign, transfer, convey and deliver to the
Purchaser the Units, (iii) effective when the Units are accepted for payment by
and transferred to the Purchaser, the Purchaser will hereby acquire good,
marketable and unencumbered title thereto, free and clear of all options, liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the Units will not be
subject to any adverse claim, and (iv) I am a "United States person," as defined
in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code").
Subject to Section 5 - "Withdrawal Rights" of the Offer to Purchase, I hereby
irrevocably constitute and appoint the Purchaser as my true and lawful agent and
attorney-in-fact with respect to the Tendered Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), effective on the Expiration Date, to (i) vote or act
in such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to the Tendered Units, (ii) deliver the Tendered Units and
transfer ownership of the Tendered Units on the Partnership's books maintained
by the General Partner, (iii) endorse, on my behalf, any and all payments
received by the Purchaser from the Partnership that are made on or after
September 21, 2001 which are made payable to me, in favor of the Purchaser or
any other payee the Purchaser otherwise designates, (iv) execute a Loss and
Indemnity Agreement relating to the Tendered Units on my behalf if I fail to
include my original certificate(s) (if any) representing the Tendered Units with
this Agreement, (v) execute on my behalf any applications for transfer and any
distribution allocation agreements required by National Association of
Securities Dealers Notice to Members 96-14 to give effect to the transactions
contemplated by this Agreement, (vi) receive all benefits and cash distributions
and otherwise exercise all rights of beneficial ownership of the Tendered Units,
and (vii) direct the General Partner to immediately change the address of record
of the registered owner of the Tendered Units to that of the Purchaser, as my
attorney-in-fact. The Purchaser is further authorized, as part of its powers as
my attorney-in-fact with respect to the Tendered Units, to commence any
litigation that the Purchaser, in its sole discretion, deems necessary to
enforce any exercise of the Purchaser powers as my attorney-in-fact as set forth
herein. The Purchaser shall not be required to post bond of any nature in
connection with this power of attorney. I hereby direct the Partnership and the
General Partner to remit to the Purchaser any distributions made by the
Partnership with respect to the Tendered Units on or after September 21, 2001. I
agree to promptly pay to the Purchaser any and all (1) distributions made by the
Partnership with respect to the Tendered Units on or after September 21, 2001
that are received by me, and (2) all proceeds received by me after September 21,
2001 of or other consideration resulting from litigation or other assertion of
claims having accrued in favor of the Partnership, the tendering Unitholder or
his or hers predecessor(s) in interest with respect to the tendering
Unitholder's or such other person's purchase of Units or otherwise with respect
to the business or management of the Partnership from its inception to the time
of payment for the Units tendered hereunder. If such proceeds or distributions
are not promptly paid to the Purchaser, they will be deducted from the final
payment and I will be liable to the Purchaser for any difference between the
distribution amount and the agreed upon payment if such distributions exceed
said payment. I further agree to pay any costs incurred by the Purchaser in
connection with the enforcement of any of my obligations hereunder and to
indemnify and hold harmless the Purchaser from and against all claims, demands,
damages, losses, obligations and responsibilities arising, directly or
indirectly, out of my breach of any of the agreements, representations and
warranties made by me herein.
I hereby direct the General Partner to immediately change my address of record
as the registered owner of the Tendered Units to be transferred herein to that
of the Purchaser, conditional solely upon the Purchaser's execution of this
agreement.
If legal title to the Tendered Units is held through an IRA or ▇▇▇▇▇ or similar
account, I understand that this agreement must be signed by the custodian of
such IRA or ▇▇▇▇▇ account. Furthermore, I hereby authorize and direct the
custodian of such IRA or ▇▇▇▇▇ to confirm this agreement.
I hereby release and discharge the General Partner and its officers,
shareholders, directors, employees and agents from all actions, causes of
actions, claims or demands I have, or may have, against the General Partner that
result from the General Partner's reliance on this Agreement of Assignment and
Transfer or any of the terms and conditions contained herein. I hereby indemnify
and hold harmless the Partnership from and against all claims, demands, damages,
losses, obligations and responsibilities arising, directly or indirectly, out of
a breach of any one or more representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive my death
or incapacity and all of my obligations shall be binding upon my heirs, personal
representatives, successors and assigns. In addition, I hereby agree not to
offer, sell or accept any offer to purchase any or all of the Units to or from
any third party until the Offer is consummated or terminated. Upon request, I
will execute and deliver any additional documents deemed by the Purchaser and
its designees to be necessary or desirable to complete the assignment, transfer
and purchase of the Units.
I acknowledge that if proration is required pursuant to the terms of the Offer,
the Purchaser will accept for payment from among those Units validly tendered on
or prior to the Expiration Date and not properly withdrawn, the maximum number
of Units permitted pursuant to the Offer on a pro rata basis, with adjustments
to avoid purchases of certain fractional Units and purchases which would violate
the terms of the Offer or the Partnership's Limited Partnership Agreement,
including Section 7.01 thereof, based upon the number of Units validly tendered
prior to the Expiration Date and not properly withdrawn.
I hereby certify, under penalties of perjury, that (i) the number shown on this
form is my correct Social Security Number or Taxpayer Identification Number and
(ii) I am not subject to backup withholding because (1) I am exempt from backup
withholding, (2) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends or (3) the IRS has notified me that I am no
longer subject to backup withholding.
I hereby also certify, under penalties of perjury, that I am, if an individual,
not a nonresident alien for purposes of U.S. income taxation, and if not an
individual, not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
regulations thereunder). I understand that this certification may be disclosed
to the IRS by the Purchaser and that any false statements contained herein could
be punishable by fine, imprisonment, or both.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware. I waive any claim that any state or federal court located
in the State of Delaware is an inconvenient forum, and waive any right to trial
by jury.
Please complete ALL fields. Tear along the perforation. Sign and obtain a
Medallion Signature Guarantee. Make a copy for yourself. Return this Agreement
of Assignment and Transfer and your Limited Partnership Certificate(s) in the
enclosed envelope. The method of delivery of this Agreement of Assignment and
Transfer and Limited Partnership Certificate(s) is at your option and risk. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.
================================================================================
Important: Please check the following box if you have lost or misplaced your
Limited Partnership Certificate or other confirmation of ownership: [ ]
------------------------- ---------------------------- ----------------------------------------------
Date: Phone#: Units: All/or Desired Number:_______
------------------------- ----------------------------
-------------------------------------------------------
E-mail Address: (If you desire to sell less than all of
your Units, strike "All" and indicate the
number of Units to be sold.)
------------------------------------------------------- ---------------------------------------------
To obtain a Medallion Signature Guarantee, you must sign this Agreement in front
of a banker or broker.
--------------------------------------------------------------------------------
------------------------------------------- -----------------------------------------
Your Signature: Medallion Signature Guarantee
-------------------------------------------
-------------------------------------------
Your Social Security #:
------------------------------------------- -----------------------------------------
-------------------------------------------
Co-Owner's Signature: Medallion Signature Guarantee
-------------------------------------------
-------------------------------------------
Co-Owner's Social Security #:
------------------------------------------- -----------------------------------------
-------------------------------------------
Custodian Company Name: Medallion Signature Guarantee
-------------------------------------------
-------------------------------------------
Custodian Signature:
------------------------------------------- -----------------------------------------
-----------------------------------------
AGREED TO AND ACCEPTED: Custodian Tax ID #:
Madison Liquidity Investors 117, LLC
-----------------------------------------
-----------------------------------------
By:________________________________ Custodian Account #:
-----------------------------------------
-----------------------------------------------------------
Offer Price: $275.00 Dist. Date: September 21, 2001
The Purchaser is committed to protecting your privacy. Personal information is
collected from you only to execute the sale of your units. We do not rent,
lease or sell your personal information to third parties.