Common use of Assignment and Assumption of Leases Clause in Contracts

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), [________________________], a [________________________] (“Assignor”), does hereby assign, sell, transfer, set over and deliver to ___________ (“Assignee”), all of the landlord’s right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real Property”). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of 10000 XXXXXXXXX XXXX INVESTORS LP, a Delaware limited partnership (the Closing Date (as hereinafter defined“Assignor”), [hereby assigns, transfers and delegates to ________________________]____, a [________________________] (“Assignor”), does hereby assign, sell, transfer, set over and deliver to ___________ (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of the landlordAssignor’s right, title and interest interest, except for Assignor’s right to collect delinquent rent, in and to the Landlord’s rights and obligations under the leases and/or licenses and the security deposits relating to the property known as Commerce Plaza Hillcrest and more particularly described on Exhibit A attached hereto hereto. The leases and incorporated herein, all of which are in full force and effect security deposits (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described ) are listed on Exhibit B attached hereto hereto. By accepting this Assignment and made a part hereof Assumption of Leases (this “Assignment”) and by its execution hereof, Assignee assumes the “Real Property”). Assignee hereby accepts the foregoing assignment payment and assumes performance of, and agrees to pay, perform and observe discharge, all of the obligationsdebts, covenants, terms duties and conditions obligations to be paid, performed or observed by Assignor under the Leases arising discharged from and after the Closing Date. Assignor hereby acknowledges that Assignor has retaineddate hereof, and Assignee shall not assume by the “landlord” or be responsible forthe “lessor” under the terms, any of the obligations, covenants, terms covenants and conditions of the Leases, including, without limitation, brokerage commissions and compliance with respect the terms of the Leases and applicable laws relating to obligations to be performed or observed by the landlord thereunder arising at any time prior tenant improvements and security deposits. Subject to the Closing Date or rights accruing limitation on liability in Section 11.16 of that certain Purchase and Sale and Escrow Agreement dated March 12, 2015 between Assignor and Assignee, which shall apply to landlord prior to and expressly limit Assignor’s indemnification obligations hereunder, for a period of six (6) months from the Closing Date. Assignee hereby acknowledges that Assignee has assumeddate hereof (“Survival Period”), and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, against and hold each of them Assignee harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, costdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any the Assignor’s failure by Assignor to perform and observe its obligations under the obligations, covenants, terms and conditions retained Leases to the extent arising before the date hereof (except for obligations relating to the physical or environmental condition of the Property which have been assumed by Assignor hereunderAssignee). Assignee hereby agrees shall give written notice to protectAssignor of any claims for indemnification hereunder within the Survival Period, defendand, if such notice is not given to Assignor by Assignee within the Survival Period, Assignee’s right to seek indemnification hereunder with respect to any such claims shall be of no further force and effect. Assignee shall indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them against and hold each of them Assignor harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, costsdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees fees, originating or relating to the period on or after the date hereof and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of the Assignee’s obligations under such Leases. If any failure by litigation between Assignor and Assignee to perform and observe arises out of the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each obligations of the parties hereto further agreesunder this Assignment or concerning the meaning or interpretation of any provision contained herein, upon notice from the other, to contest any demand, claim, suit, or action against which each losing party has hereinabove agreed to indemnify and hold shall pay the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all prevailing party’s costs and expenses of such contest litigation including, without limitation, reasonable attorneys’ fees. DAL:0590722/00075:2361764v4 This Assignment may be executed and defense. The indemnities set forth herein delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any an original and all of which shall constitute one and the interests same instrument. This Assignment is made subject, subordinate and assets hereby transferred inferior to Assignee.the easements, covenants and other matters and exceptions set forth on Exhibit C (the “Permitted Exceptions”), attached hereto and made a part hereof for all purposes. DAL:0590722/00075:2361764v4

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONKingston Bedford Joint Venture LLC, the receipt and sufficiency of which are hereby acknowledgedwith an address x/x Xxx Xxxx Xxxxxxx, effective as of the Closing Date (as hereinafter defined)State Street Financial Center, [________________________]Xxx Xxxxxxx Xxxxxx, a [________________________] 0xx Xxxxx, Xxxxxx, XX 00000 (“Assignor”), does for valuable consideration received, hereby assignassigns to , sell, transfer, set over and deliver to ___________ a having an office at (“Assignee”), ) all of the landlordAssignor’s right, title title, interest and interest in obligations as owner of certain real property and to the leases and/or licenses improvements known as , which real property is more particularly fully described on Exhibit A A, attached hereto and incorporated herein, all of which are in full force and effect herein by this reference (the “Property”), under each lease and tenancy affecting the Property (individually, a “Tenant Lease”, and collectively, the “Tenant Leases”), which Tenant Leases are identified and described on Schedule I, attached to this Assignment and incorporated herein by this reference, together with all guaranties right, power, and authority of Assignor to alter, modify, or otherwise change the terms of the Tenant Leases and all unapplied security depositsto surrender, prepaid rentalscancel, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, terminate the Tenant Leases or any other person on Assignor’s behalf pursuant to the Leases (of them, and together with all rents, income, and profits arising from the Tenant Lease from and after the date of this Assignment, and from any interest which has accrued for the account renewals of the respective tenant). The Leases affect the real property Tenant Leases, including, without limitation, any security and damage deposits described on Exhibit B attached hereto and made a part hereof (the “Real Property”)therein. Assignee hereby accepts the foregoing assignment assignment, assumes all of Assignor’s right, title, interest and assumes obligations under the Tenant Leases, and agrees to perform indemnify and observe all of the obligations, covenants, terms and conditions to be performed or observed by hold harmless Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and against any and all loss, cost, or damage and expense (including, without limitation, including reasonable attorneys’ fees and costs and court costsfees) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice Tenant Leases from and after the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify date hereof. This Assignment shall benefit and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. bind Assignor and Assignee shalland the heirs, at any time and from time to timelegal representatives, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurancessuccessors, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession assigns of Assignee any and all each of the interests and assets hereby transferred to Assigneethem.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONAND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date XXXX Grand Reserve, LLC, a Delaware limited liability company, having its principal office c/x Xxxxxxx Capital Management LLC, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 (as hereinafter defined"Assignor"), hereby sells, transfers, assigns and sets over unto [________________________To be formed DE LLC], a [________________________] Delaware limited liability company, 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (“Assignor”"Assignee"), does hereby assignits legal representatives, sell, transfer, set over successors and deliver to ___________ (“Assignee”), assigns all of the landlord’s Assignor's right, title and interest in in, to and to under (a) the leases and/or licenses more particularly described with the tenants referred to on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “Real PropertyAgreement”). Assignee does hereby accepts accept the foregoing assignment Assignment and assumes Assumption of Leases subject to the terms and agrees conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform perform, discharge, fulfill and observe all of the obligations, terms, covenants, terms provisions and conditions to be performed or observed by Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations agrees to be performed liable for the observance and performance thereof as fully as though Assignee was the original landlord or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Datelessor thereunder. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless Assignor, its legal representatives, successors and assigns from any and all claims, liabilitieslosses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and penalties demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losslosses, costdamages, or expense expenses, fees (including, without limitation, reasonable attorneys’ fees and costs and ' fees), court costs) incurred by Assignee incident to, resulting fromsuits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any way of them arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect the Leases as to which each party has hereinabove agreed events occurring prior to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee shalland their respective beneficiaries, at any time legal representatives, heirs, successors and from time to time, upon the reasonable request assigns. This Assignment and Assumption of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurancesLeases may be executed in counterparts, and take all such further actions, as so executed shall be necessary or desirable to give effect to constitute one and the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assigneesame agreement.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), [________________________], a [________________________] _ (“Assignor”), does hereby assign, sell, transfer, set over and deliver to ___________ (“Assignee”), all of the landlord’s right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real Property”). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume assume, have any right under, or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with With respect to obligations to be performed or observed by any claim asserted for a period of six (6) months following the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. delivery of this Assignment, Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees employees, members, trustees, beneficiaries, and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable California law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), [________________________]000 XXXXXXX XXXXXX INVESTORS LLC, a [________________________] Delaware limited liability company (the “Assignor”), does hereby assignassigns, selltransfers and delegates to THE XXXXXXXX COMPANY, transferINC., set over and deliver to ___________ a Massachusetts corporation (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of the landlordAssignor’s right, title and interest except for Assignor’s right to collect delinquent rent in and to the Landlord’s rights and obligations under the leases and/or licenses and the security deposits relating to the property known as Dexter Park Apartments and more particularly described on Exhibit A attached hereto hereto. The leases and incorporated herein, all of which are in full force and effect security deposits (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described ) are listed on Exhibit B attached hereto hereto. By accepting this Assignment and made a part hereof (by its execution hereof, Assignee assumes the “Real Property”). Assignee hereby accepts the foregoing assignment payment and assumes performance of, and agrees to pay, perform and observe discharge, all of the obligationsdebts, covenants, terms duties and conditions obligations to be paid, performed or observed by Assignor under the Leases arising discharged from and after the Closing Date. Assignor hereby acknowledges that Assignor has retaineddate hereof, and Assignee shall not assume by the “landlord” or be responsible forthe “lessor” under the terms, any of the obligations, covenants, terms covenants and conditions of the Leases, including, without limitation, brokerage commissions and compliance with respect the terms of the Leases relating to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Datetenant improvements and security deposits. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, against and hold each of them Assignee harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, costdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees fees, originating or relating to the period prior to date hereof and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunderAssignor’s obligations under such Leases. Assignee hereby agrees to protect, defend, shall indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them against and hold each of them Assignor harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, costsdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees fees, originating or relating to the period on or after the date hereof and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that Assignee’s obligations under such Leases. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Survival Period, and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor has delivered tenant security deposits or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee and complied with applicable law, Assignor shall have no further liability for arises out of the return of such delivered tenant security deposits. Each obligations of the parties hereto further agreesunder this Assignment or concerning the meaning or interpretation of any provision contained herein, upon notice from the other, to contest any demand, claim, suit, or action against which each losing party has hereinabove agreed to indemnify and hold shall pay the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all prevailing party’s costs and expenses of such contest litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and defense. The indemnities set forth herein delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any an original and all of which shall constitute one and the interests same instrument. This Agreement is made subject, subordinate and assets hereby transferred inferior to Assigneethe easements, covenants and other matters and exceptions set forth on Exhibit A (the “Permitted Exceptions”), attached hereto and made a part hereof for all purposes.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONIN CONSIDERATION of Ten Dollars ($10.00) and other good and valuable consideration, to it in hand paid, the receipt and sufficiency of which are hereby acknowledged, effective and intending to be legally bound hereby, LENOX VILLAGE PROPERTIES, LLC, a Tennessee limited liability company, LENOX VILLAGE LIFESTYLE CENTER, LLC, a Tennessee limited liability company, and LENOX VILLAGE LIFESTYLE CENTER III, LLC, a Tennessee limited liability company (collectively referred to as of the Closing Date (herein as hereinafter defined“Assignor”), [hereby sells, assigns, and transfers to ________________________]______, a _________________ (“Assignee”), having an address of 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, all of Assignor’s right, title and interest in and to those certain leases described in Schedule B attached hereto and incorporated herein by reference (including, without limitation, the Tenant Deposits listed therein, together with interest, if any, thereon which has accrued for the account of the tenant, less any administrative fees incurred prior to the execution of this agreement) relating to the property (the “Property”) described in Schedule A attached hereto and incorporated herein by reference. Assignee hereby accepts, assumes, and agrees to all of the covenants, agreements, promises, terms, conditions and provisions contained in each of the leases hereby assigned to be observed, kept, performed or complied with by Assignor, but only to the extent arising on or after the date hereof. Assignee hereby agrees to hold Assignor harmless from any claim, demand, or cause of action which may be asserted against Assignor by any person arising from a breach, violation, or failure to perform any provision of any of the leases hereby assigned which is alleged to have occurred on or subsequent to the date of this Assignment. Assignor hereby agrees to hold Assignee harmless from any claim, demand, or cause of action which may be asserted against Assignee by any person arising from a breach, violation, or failure to perform any provision of any of the leases hereby assigned arising out of or relating to Assignor’s failure to perform any of its obligations under the leases accruing on or prior to the date of this Assignment. This Assignment and Assumption may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same agreement. This Assignment and Assumption is being delivered in connection with the Purchase and Sale Agreement dated as of ________ ____, 2015, between Assignor and Assignee, as the successor-in-interest to Preferred Apartment Communities Operating Partnership, L.P. . [SIGNATURES COMMENCE ON FOLLOWING PAGE] WITNESS the due execution hereof this ____ day of _________________ 2015. ASSIGNOR: LENOX VILLAGE PROPERTIES, LLC, a Tennessee limited liability company By: ________________________] (“Assignor”), does hereby assign, sell, transfer, set over and deliver to ______Name:____________________________Title: _____________________________ (“Assignee”)LENOX VILLAGE LIFESTYLE CENTER, all of the landlord’s rightLLC, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated hereina Tennessee limited liability company By: ______________________________Name:____________________________Title: _____________________________ LENOX VILLAGE LIFESTYLE CENTER III, all of which are in full force and effect (the “Leases”)LLC, together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real Property”). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further Tennessee limited liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee.company By: ______________________________Name:____________________________Title: _____________________________ [SIGNATURES CONTINUE ON FOLLOWING PAGE] ASSIGNEE:

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), [________________, a ________________________], a [________________________] _ (“Assignor”), does hereby assign, sell, transfer, set over and deliver to ___________ (“Assignee”), all of the landlord’s its right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real Property”). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, assumed and Assignor shall not retain or be responsible for, for any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations Approved Contracts to be performed or observed by the landlord Assignee thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, effective as Cherokee North Kansas City, LLC, a Delaware limited liability company, having an address of the Closing Date (as hereinafter defined), [________________________]_______________ (“Assignor”), hereby assigns, transfers and delegates to Northtown Business Center, L.L.C., a [Missouri limited liability company, having an address of ________________________] __ (“AssignorAssignee”), and Assignee hereby accepts the assignment, transfer and delegation of, all of Assignor’s right, title and interest in and to, the leases described on Exhibit A attached hereto (the “Leases”) and the unapplied non-cash security deposits held by Assignor under and pursuant to the Leases, all of which are listed on Exhibit A attached hereto (the “Security Deposit”), all of which Leases and Security Deposits relate to the property known as 100 Xxxx 00xx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxxxxxx, and Assignee does further hereby assignagree to assume all of Assignor’s duties, sellobligations and liabilities under and pursuant to the terms of the Leases from and after the date hereof. Assignee acknowledges that as to the Security Deposits, transferAssignee has received a credit therefor from Assignor at the closing of Assignee’s acquisition of the Property and is therefor responsible for the proper handling and return of all such Security Deposits to the tenants entitled thereto as provided in the Leases. Assignee hereby assumes and agrees to perform, set over on and deliver after the date hereof, all of the terms, covenants, obligations and conditions required to be performed by landlord under the Leases, provided, however that Assignor shall remain responsible for the performance of all of the terms, covenants, obligations and conditions required to be performed by landlord under the Leases for the period prior to the date hereof. Assignor, by these presents, does, for itself and for its successors and assigns, hereby indemnify and hold harmless Assignee, and its successors and assigns, from and against all and every manner of action and actions, cause or causes of action, suits, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, trespasses, damages, judgments, costs, expenses, attorneys' fees, penalties, fines, settlements, claims, orders and demands whatsoever, of every nature and description, whether at law or in equity, arising from or in any way pertaining to the obligations of landlord under the Leases prior to the date hereof. Assignee, by these presents, does, for itself and for its successors and assigns, hereby indemnify and hold harmless Assignor, and its successors and assigns, from and against all and every manner of action and actions, cause or causes of action, suits, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, trespasses, damages, judgments, costs, expenses, attorneys' fees, penalties, fines, settlements, claims, orders and demands whatsoever, of every nature and description, whether at law or in equity, arising from or in any way pertaining to the obligations of landlord under the Leases following the date hereof. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation, including without limitation reasonable attorney’s fees. This Agreement may be executed and delivered in any number counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Nothing in this Assignment and Assumption of Leases is intended to, or shall be construed to, confer upon or given to any person, firm or corporation other than the parties hereto any right, remedy or claim under or by reason of this instrument. All terms and conditions in this instrument shall be for the sole and exclusive benefit of the parties hereto. EXECUTED as of the _____ day of __________________, ____. Cherokee North Kansas City, LLC, a Delaware limited liability company By: _____________________________ (“Assignee”)Name: Title: Northtown Business Center, all of the landlord’s rightL.L.C., title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real Property”). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further Missouri limited liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee.company By: _____________________________ Name: Title:

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONThis Assignment and Assumption of Leases (this “Assignment”) is made as of the day of , 2006, by and between MIDDLETON INVESTORS, LLC, a Massachusetts limited liability company, having an address of c/o BPG Properties, Ltd., 000 Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000(“Assignor”) and HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company, having an address of 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000 (“Assignee”). In consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), [________________________], a [________________________] (“Assignor”), does Assignor hereby assign, sell, transfer, set over transfers and deliver assigns to ___________ (“Assignee”), the Assignee all of the landlordAssignor’s right, title and interest in and to the those certain leases and/or licenses more particularly described on Exhibit A attached Schedule I annexed hereto and incorporated herein, all of which are in full force and effect herein by this reference (the “Leases”) for the use and occupancy of the building commonly known and numbered as 00 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxx County (South), Massachusetts, described on Schedule II annexed hereto and incorporated herein by this reference (the “Premises”), and all of the rights, benefits and privileges thereunder, including without limitation any modifications, extensions and renewals thereof, and in the rents, charges, fees, and payments in lieu of rents, charges or fees therefrom, and in any and all other rents, income, and profits derived by Assignor from said Premises, including without limitation claims with respect to past due rents or other claims against the tenants under the Leases (the “Tenants”), together with any security deposits, advance rentals, reservation deposits and cleaning deposits set forth in said Schedule I (collectively, the “Deposits”), and all guaranties guarantees, if any, of the Leases. The Assignee hereby accepts the assignment of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real Property”). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform be bound by and to perform, from and after the date hereof, Assignor’s obligations, covenants and agreements under the Leases, and Assignee further assumes all liability of Assignor from and after the date hereof for the proper refund or return of the Deposits if, when, and as required by the terms of the Leases or otherwise by law. Assignor shall defend with counsel reasonably approved by Assignee, indemnify and hold harmless Assignee from and against any liability, damages, causes of action, expenses, and attorneys’ fees incurred by Assignee by reason of the failure of Assignor to fulfill, perform, discharge, and observe all its obligations with respect to the Leases, and the Deposits accruing or arising before the Closing Date. Assignee shall defend with counsel reasonably approved by Assignor, indemnify and hold harmless Assignor from and against any liability, damages, causes of action, expenses, and attorneys’ fees incurred by Assignor by reason of the obligationsfailure of Assignee to fulfill, covenantsperform, terms discharge, and conditions observe the obligations assumed by it under this instrument with respect to be performed or observed by Assignor under the Leases and the Deposits arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, This Assignment shall be binding upon and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior inure to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each benefit of the parties hereto further agreesand their respective heirs, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify successors and hold the other assigns and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive governed by the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request laws of the otherCommonwealth of Massachusetts. This Assignment is executed in multiple counterparts, execute, acknowledge and deliver each of which shall constitute an original for all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assigneepurposes.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONAND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date _______________, having its principal office c/x Xxxxxxx Capital Management LLC, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 (as hereinafter defined"Assignor"), [hereby sells, transfers, assigns and sets over unto ________________________], a [c/o ________________________] _ (“Assignor”"Assignee"), does hereby assignits legal representatives, sellsuccessors and assigns all of Assignor's right, transfertitle and interest in, set over to and deliver under (a) those certain leases referred to on Exhibit A attached hereto and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as _____________, _____________, ___ (“Assignee”)the "Property") and (b) the rent therein referred except, all however, that portion of the landlord’s right, title and interest in and said rent attributable to periods of time prior to the leases and/or licenses more particularly described on Exhibit A attached hereto Closing Date (as defined in that certain Agreement of Purchase and incorporated hereinSale by and between Assignor and Assignee dated as of ______, all of which are in full force and effect (201__; the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real Property”"Agreement"). Assignee does hereby accepts accept the foregoing assignment Assignment and assumes Assumption of Leases subject to the terms and agrees conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform perform, discharge, fulfill and observe all of the obligations, terms, covenants, terms provisions and conditions to be performed or observed by Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations agrees to be performed liable for the observance and performance thereof as fully as though Assignee was the original landlord or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Datelessor thereunder. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless Assignor, its legal representatives, successors and assigns from any and all claims, liabilitieslosses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and penalties demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losslosses, costdamages, or expense expenses, fees (including, without limitation, reasonable attorneys’ fees and costs and ' fees), court costs) incurred by Assignee incident to, resulting fromsuits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any way of them arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect the Leases as to which each party has hereinabove agreed events occurring prior to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee shalland their respective beneficiaries, at any time legal representatives, heirs, successors and from time to time, upon the reasonable request assigns. This Assignment and Assumption of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurancesLeases may be executed in counterparts, and take all such further actions, as so executed shall be necessary or desirable to give effect to constitute one and the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assigneesame agreement.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, effective MG-1005, LLC, a Colorado limited liability company (the "Assignor"), hereby sells, transfers, conveys assigns and sets over to FSP 0000 00xx Xxxxxx LLC , a Delaware limited liability company (the "Assignee"), and Assignee hereby agrees to assume and accept, as of the Closing Date (as hereinafter defined)date hereof, [________________________], a [________________________] (“Assignor”), does hereby assign, sell, transfer, set over the assignment and deliver to ___________ (“Assignee”), conveyance of all of the landlord’s Assignor's right, title and interest in and to and obligations under the leases and/or licenses and the security deposits held by Assignor relating to the property known as 0000 00xx Xxxxxx, Xxxxxx, Xxxxxxxx and more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant)hereto. The Leases affect the real property described leases and security deposits are listed on Exhibit B attached hereto and made a part hereof (the “Real Property”)hereto. Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by indemnify Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, against and hold each of them Assignor harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, costdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees ' fees, originating or relating to the period on or after the date hereof and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by the Assignee's obligations under such leases. Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them Assignee against and hold each of them Assignee harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, costsdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees ' fees, originating or relating to the period prior to the date hereof, subject to Seller's Maximum Liability as set forth in that certain Purchase and costs Sale Agreement dated _____, 2013 between Assignor and court costs) incurred by Assignee (the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder"Purchase Agreement")[; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability be responsible for the return payment of those certain leasing commissions and allowances and other Leasing Costs pursuant to such delivered tenant security deposits. Each leases as set forth in Section 6.4 of the Purchase Agreement, and such leasing commissions and allowances shall not be applicable to Seller’s Maximum Liability hereunder.] If any litigation between Assignor and Assignee arises out of the obligations of the parties hereto further agreesunder this Assignment or concerning any provision contained herein, upon notice from the other, to contest any demand, claim, suit, or action against which each losing party has hereinabove agreed to indemnify and hold shall pay the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all prevailing party's costs and expenses of such contest litigation, including, without limitation, reasonable attorneys' fees. All capitalized terms not otherwise defined herein shall have the meaning given to the same in the Purchase Agreement. This Agreement shall be governed by and defenseconstrued in accordance with the laws of the State of Colorado. The indemnities set forth herein This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any an original and all of which shall constitute one and the interests and assets hereby transferred to Assigneesame instrument.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of [VESTAR CTC CHANDLER, L.L.C.][VESTAR CTC CHANDLER PHASE 2, L.L.C.], an Arizona limited liability company (the Closing Date (as hereinafter defined“Assignor”), hereby assigns, transfers and delegates to CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of Assignor’s right, title and interest [except for Assignor’s right to collect delinquent rent] in and to the Landlord’s rights and obligations under the leases and the security deposits relating to the Property and more particularly described on Exhibit A attached hereto. The leases and security deposits (“Leases”) are listed on Exhibit B attached hereto. All initially-capitalized terms not defined herein shall have their meaning as set forth in that certain Purchase and Sale and Escrow Agreement dated ________________________], a [________________________] (“2019, between Assignor”), does hereby assignas seller, selland Assignee, transfer, set over and deliver to ___________ (“Assignee”), all of the landlord’s right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect as buyer (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real PropertyPurchase Agreement”). By accepting this Assignment and by its execution hereof, Assignee hereby accepts assumes the foregoing assignment payment and assumes performance of, and agrees to pay, perform and observe discharge, all of the obligationsdebts, covenants, terms duties and conditions obligations to be paid, performed or observed by Assignor under the Leases arising discharged from and after the Closing Date. Assignor hereby acknowledges that Assignor has retaineddate hereof, and Assignee shall not assume by the “landlord” or be responsible forthe “lessor” under the terms, any of the obligations, covenants, terms covenants and conditions of the Leases, including, without limitation, brokerage commissions and compliance with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any terms of the obligations, covenants, terms Leases relating to tenant improvements and conditions security deposits. If any litigation between Assignor and Assignee arises out of the Leases, with respect to obligations to be performed of the parties under this Assignment or observed by concerning the landlord thereunder arising at any time after to the Closing Date meaning or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners interpretation of any provision contained herein, the non-prevailing party shall pay the prevailing party’s costs and expenses of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (such litigation including, without limitation, reasonable attorneys’ fees fees. This Agreement may be executed and costs and court costs) incurred by Assignee incident to, resulting from, or delivered in any way arising out number of any failure by Assignor to perform and observe the obligationscounterparts, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any which so executed and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any an original and all of which shall constitute one and the interests same instrument. This Agreement is made subject, subordinate and assets hereby transferred inferior to Assigneethe easements, covenants and other matters and exceptions set forth on Exhibit C (the “Permitted Exceptions”), attached hereto and made a part hereof for all purposes.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, effective as of the Closing Date (as hereinafter defined)DNA WESTWAY II, [________________________]LTD., a [________________________] Texas limited partnership (the “Assignor”), does hereby assignconveys, sellassigns, transferdelegates and otherwise transfers to XXXXX CORE OFFICE INCOME REIT ADVISORY SERVICES, set over and deliver to ___________ LLC, a Georgia limited liability company (the “Assignee”), all of the landlordAssignor’s right, title and interest in and to the leases and/or licenses more fully described on Exhibit B attached hereto (the “Leases”) and made a part hereof, relating to the property known as the Westway II Building in Houston, Texas and more particularly described on Exhibit A attached hereto hereto, and incorporated hereinAssignor hereby assigns, conveys and otherwise transfers to Assignee all of which Assignor’s obligations, liabilities and duties of the Assignor under the Leases, whether accrued, contingent, absolute, determined, determinable or otherwise, to the extent, and only to the extent, such obligations, liabilities and duties are in full force and effect allocable to the period on or after the date hereof (the “LeasesAssumed Lease Obligations”). Assignee, together with on behalf of itself and its successors and assigns, hereby assumes and accepts all guaranties of the terms, covenants, and provisions of the Leases and all unapplied security depositsassumes, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the “Real Property”). Assignee hereby accepts the foregoing assignment and assumes undertakes and agrees to be bound and liable for and to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or rights accruing to landlord after the Closing DateAssumed Lease Obligations. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, against and hold each of them Assignee harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, costdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees fees, originating or relating to the period prior to the date hereof and costs and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunderAssignor’s obligations under such leases. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them against and hold each of them Assignor harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, costsdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees fees, originating or relating to the period on or after the date hereof and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligationsAssignee’s obligations under such leases. THE SALES, covenantsTRANSFERS AND ASSIGNMENTS PROVIDED FOR HEREIN ARE EXPRESSLY SUBJECT, terms and conditions assumed by Assignee hereunder; providedIN ALL RESPECTS, howeverTO THE TERMS AND PROVISIONS OF THAT CERTAIN PURCHASE AND SALE AGREEMENT DATED , that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law2011, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agreesBY AND BETWEEN ASSIGNOR AND ASSIGNEE, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE This Agreement may be brought executed and delivered in connection with any such demandnumber of counterparts, claim, suit, or action, or with respect to each of which each party has hereinabove agreed to hold the other so executed and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein delivered shall be deemed to be material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any an original and all of which shall constitute one and the interests and assets hereby transferred to Assigneesame instrument.