Common use of Assumption of Existing Loan Clause in Contracts

Assumption of Existing Loan. At Closing, Buyer intends to assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for the costs of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to Closing.

Assumption of Existing Loan. At Closing, Buyer intends to assume the Seller entered into a first lien loan (the “Loan AssumptionFirst Existing Loan”) evidenced with Federal Home Loan Mortgage Corporation (“Existing Lender”) secured by a note that certain Multifamily Indemnity Deed of Trust, Assignment of Rents and Security Agreement in favor of Deutsche Bank Berkshire Mortgage, Inc. (“DB”) dated as of February 15, 2005, in the original principal amount of Seventeen Million Twenty-Four Thousand $29,500,000 (“First Existing Deed of Trust”), filed for record in Liber 29335, Folio 703 of the Real Property Records of Montgomery County, Maryland, as assigned by DB to Existing Lender pursuant to that certain Assignment of Sxxxxxxx Xxstrument dated as of February 15, 2005 and no/100 Dollars ($17,024,000.00) filed for record in Liber 29335, Folio 751. Seller also entered into a second lien loan (the “Second Existing Loan”). Documents securing ” and, together with the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assignsFirst Existing Loan, the “Existing LenderLoan”) with DB secured by that certain Multifamily Indemnity Deed of Trust, Assignment of Rents and Security Agreement in favor of DB dated as of May 10, 2007, in the original principal amount of $8,000,000 (collectively with the First Existing Deed of Trust, the “Existing Deed of Trust”), filed for record in Liber 34292, Folio 142 of the Real Property Records of Montgomery County, Maryland, as assigned by DB to Existing Lender pursuant to that certain Assignment of Sxxxxxxx Xxstrument dated as of May 10, 2007 and filed for record in Liber 34292, Folio 193. All loan documentation related to the Existing Loan is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Existing Loan Documents” are listed on Exhibit ”. Notwithstanding the foregoing, Buyer may elect to pay off the Existing Loan at Closing by providing written notice to Seller of such election at any time prior to the Closing or termination of this Agreement (the “H” attached hereto Buyer Payoff Election”). It is understood and incorporated by reference. The agreed that Buyer’s election to payoff the Existing Lender’s consent Loan shall be with respect to both the First Existing Loan and approval is required before Buyer will be permitted the Second Existing Loan (and not as to assume one but not the Loan. other). (a) Within seven (7) days after the Effective Date, Buyer shall pay submit to Existing Lender an application for the assumption of the Existing Loan (the “Assumption”). Each of Seller and Buyer shall pursue the Assumption with due diligence and in good faith and shall make all costs, fees and expenses in connection with Buyer attempting commercially reasonable efforts to obtain Existing Lender’s approval consent to the Assumption in accordance with the terms of the assumption of the Loanthis Agreement, including but not limited to: (i) providing all other cooperation the Existing Lenderother party reasonably requests toward that end. Seller agrees to cooperate with Buyer in connection with Buyer’s assumption fee in preparation of all applications and submissions contemplated hereunder and, without limiting the amount generality of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, shall furnish such information and execute and deliver such documents on behalf of the Seller as may be reasonably required in connection therewith. Buyer shall not be responsible for and Seller shall be solely responsible establish a mutual understanding for all communications between Seller, its property manager, or other representative of the costs of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to or any tenant or tenants of the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller terms and Buyer shall cooperate in all respects conditions of any proposed or submitted application contemplated in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. herewith. (b) It shall be a condition precedent of Closing that Existing Lender shall consent to the Assumption in writing (the “Lender Consent”). At Closing, Seller shall assign the Existing Loan to Buyer, and Buyer shall assume the Existing Loan from Seller, pursuant to an assignment and assumption agreement that imposes no obligation or liability on Seller or the Seller’s obligation non-recourse guarantor under the Existing Loan Documents with respect to close that any period from and after Closing, with the terms of same effect as if Seller were paying off the Existing Loan in full at Closing (the “Loan Assignment and Assumption Agreement”). Notwithstanding anything to the contrary set forth herein, Seller will accept Freddie Mac’s standard form assumption agreement with such customary and reasonable revisions as may be acceptable rexxxxxxx by Seller. The Loan Assignment and Assumption Agreement, together with any other documents the Existing Lender requires Seller and/or Buyer to Buyer in Buyer’s sole execute and absolute discretion. This Agreement shall automatically terminate deliver as a condition to the assignment and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Existing Loan to Buyer are, collectively, the “Lender Assumption Documents”. If the Lender Consent is denied obtained, then at or is not obtained before Closing: (a) Seller shall pay all interest accruing on and other fees and expenses under the Existing Loan through the date prior to Closing.the Closing Date; (b) Buyer shall be responsible for interest and other fees and expenses under the Existing Loan from and after the (c) Closing Date; (c) all fees associated with the Assumption (including, without limitation, a one percent (1%) assumption fee) shall be paid by Buyer; and (d) Buyer shall receive a credit against the Purchase Price equal to the outstanding principal balance and all accrued but unpaid interest and other fees and expenses under the Existing Loan. A/72617552.10

Assumption of Existing Loan. At 1.6.1 Buyer acknowledges that the Sellers have informed Buyer that the Sellers and Longview-TMB, L.P., a Delaware limited partnership (“Longview”), are party to a loan (the “Existing Loan”), in the original aggregate principal amount of $43,050,000 (the “Original Loan Amount”), made by General Electric Capital Corporation (the “Existing Lender”), as evidenced by (a) that certain Loan Agreement, between Sellers and Existing Lender, dated December 29, 2006 (as heretofore amended or otherwise modified, the “Loan Agreement”), and (b) that certain Promissory Note in the amount of $2,300,000 and that certain Promissory Note in the amount of $40,750,000, each made by Sellers in favor of Existing Lender and dated December 29, 2006 (as heretofore amended or otherwise modified, collectively, the “Notes”). The Sellers represent to Buyer that Longview and Sellers are directly or indirectly controlled by Seavest Inc. (“Seavest”) or an affiliate of Seavest. The Existing Loan is secured by, among other things, first lien mortgages and/or deeds of trust as further described on Exhibit “J” (as heretofore amended or otherwise modified, collectively, the “Mortgages”) encumbering the Real Property and certain real property owned and/or leased by Longview (the “Longview Real Property”; together with the Real Property, the “Mortgaged Real Property”), and certain of the Sellers’ and Longview’s obligations under the Existing Loan are, among other things, guaranteed by one or more affiliates of the Sellers and Longview (collectively, the “Existing Guarantor”) pursuant to one or more guaranties and/or indemnities (as heretofore amended or otherwise modified, collectively, the “Loan Guaranties and Indemnities”) entered into by the Existing Guarantor in favor of the Existing Lender. The Loan Agreement, Notes, Mortgages, Loan Guaranties and Indemnities, and such other agreements referred to therein and/or entered into in connection with the Existing Loan, as same may heretofore be amended or otherwise modified, are collectively referred to herein from time to time as the “Loan Documents”). 1.6.2 Buyer and the Sellers agree that, subject to the other provisions of this Section 1.6: (a) at Closing, Buyer intends to and/or the Buyer Subsidiaries shall assume the loan (the “Loan Assumption”) evidenced by the Existing Loan other than the portion of the Existing Loan allocated to Longview and the Longview Real Property (“Longview Portion of Existing Loan”) and any other portion of the Existing Loan allocated to a note Non-Purchased Parcel that Buyer and/or Buyer Subsidiaries do not purchase, provided Buyer, subject to and in accordance with any Buyer Termination Right, properly and timely exercised such Buyer Termination Right with respect to such Non-Purchased Parcel. The Existing Loan less the original principal amount Longview Portion of Seventeen Million Twentythe Existing Loan and less any other portion of the Existing Loan allocated to a Parcel that Buyer and/or Buyer Subsidiaries does not purchase, provided Buyer, subject to and in accordance with any Buyer Termination Right, properly and timely exercised such Buyer Termination Right with respect to such Non-Four Thousand and no/100 Dollars ($17,024,000.00) (Purchase Parcel, is hereinafter the “Applicable Portion of the Existing Loan”). Documents securing Sellers represents that, as of February 28, 2011, the principal amount of the Applicable Portion of the Existing Loan to be assumed by Buyer pursuant to the Loan currently encumber Assumption was Twenty-Three Million Three Hundred Thirty Thousand Five Hundred and Fifty-Eight Dollars and Zero Cents ($23,330,558) (such amount, less any pay downs of principal allocable to the Property. The Loan was originally made by Xxxxx Fargo Bank NorthwestProperties between February 28, N.A. as Trustee 2011 and is currently serviced by Xxxxx Fargo Bank Northwestthe Closing Date, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively being referred to herein as the “Loan Documents” are listed Assumption Amount”). Sellers represent that, as of February 28, 2011, the Loan Assumption Amount was allocated among the Properties as set forth on Exhibit “H” attached hereto and incorporated by referenceSchedule 1.6.2. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume Sellers represent that, as of February 28, 2011, the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal then current balance of the Loan; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in the Existing Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectively, the “Loan Assumption Related Fees”). In addition allocable to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for the costs Longview Portion of curing any defaults by Seller under the Existing Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to Closing.was $14,716,952;

Assumption of Existing Loan. The Existing Loan is secured by mortgages on the Property (collectively, the “Existing Mortgage”). The current principal balance of the First Loan is $27,000,000; the current principal balance of the Second Loan is $3,671,830.63. Seller shall pay all interest accruing on and other fees and expenses under the Existing Loan through the date prior to Closing and Buyer shall be responsible for interest on the Existing Loan from and after the Closing Date. At Closing, subject to obtaining all necessary approvals from the Lender under the Existing Loan, Buyer, as owner of all of the interests in the Partnership shall assume all obligations and agreements of Seller as owner of all of the interests in the Partnership related to the Existing Loan arising or accruing from and after the Closing Date. All loan documentation related to the Existing Loan is listed on Exhibit E and is hereinafter referred to as the "Existing Loan Documents". Copies of said Existing Loan Documents have been provided to Buyer. Buyer intends shall receive a credit against the Purchase Price equal to the outstanding principal balance and all accrued but unpaid interest and other fees and expenses under the Existing Loan. (a) Buyer shall submit an application for the assumption of the Existing Loan on or prior to August 11, 2008. Each of General Partner and Buyer shall pursue the assumption of the Loan with due diligence and in good faith and shall make all commercially reasonable efforts to obtain Lender's written consent to (i) the transfer of all of the interests in the Partnership from Seller to Buyer, (ii) the assignment and assumption of the Existing Loan in accordance with the terms of this Agreement, (iii) the substitution of a non-recourse carve-out guarantor reasonably satisfactory to Buyer for Xxxx Xxxxxxxxxx as the carve-out guarantor under the Existing Loan (the “Existing Guarantor”) for all matters occurring after Closing, and (iv) the release of Xxxx Xxxxxxxxxx as the carve-out guarantor under the Existing Loan for all matters occurring after Closing hereunder (the “Lender's Consent”) (items (i)-(iv) above being referred to herein as the "assumption of the Existing Loan"). Buyer and General Partner shall provide all cooperation the other party reasonably requests in order to obtain Lender's Consent. Seller agrees to cooperate with Buyer in connection with Buyer's preparation of all applications and submissions contemplated hereunder and, without limiting the generality of the foregoing, shall furnish such information and execute and deliver such documents on behalf of the Seller as may be reasonably required in connection therewith. Buyer and Seller shall establish a mutual understanding for all communications between Partnership, its property manager, or other representative of the Seller and Lender or any tenant or tenants of the Property regarding the terms and conditions of any proposed or submitted application contemplated in connection herewith. It is understood and agreed that in no event shall Buyer obtaining supplemental financing be a condition precedent to closing the transactions contemplated herein. (b) Subject to receipt of the Lender's Consent, at Closing, the Partnership shall continue to be bound by the terms of the Existing Loan after Closing hereunder and Buyer, as owner of all of the interests in the Partnership, shall assume the loan Existing Loan, pursuant to an assignment and assumption agreement (the “Loan AssumptionAssignment and Assumption Agreement”) evidenced by a note that: (i) imposes no obligation or liability on Buyer or the Substitute Carve-out Guarantor (as defined in Section 9.01(h) under the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars Existing Loan Documents with respect to any period prior to Closing, with the same effect as if the Existing Loan were first being disbursed to Buyer at Closing; ($17,024,000.00ii) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with does not modify any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption terms or provisions of the LoanExisting Loan Documents in any respect; as reasonably determined by Buyer other than those changes reasonably requested by Buyer prior to the expiration of the Inspection Period, including including, but not limited to: (i) , the Existing Lender’s assumption inclusion of a provision for payment of a market management fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loanto Berkshire Property Advisors, L.L.C.; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by contains an estoppel from Lender that no defaults exist on the part of Seller or the carve-out guarantor under the Existing LenderLoan Documents; and (iv) legal fees releases the Existing Guarantor under the Existing Loan for opinions all matters occurring after Closing (the Loan Assignment and Assumption Agreement and any other documents the Lender requires Seller and/or Buyer to execute and deliver as a condition to the assignment and assumption of counsel required by the Existing Lender (Loan to Buyer are, collectively, the “Loan Lender Assumption Related FeesDocuments”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for the costs of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to Closing.A/72601405.7

Assumption of Existing Loan. At Closing, Buyer intends to shall assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Twenty Seven Million Twenty-Four Two Hundred Fifty Thousand and no/100 No/100 Dollars ($17,024,000.00) 27,250,000.00), which currently encumbers the Property (the “Loan”). Documents securing ) and receive a credit against the Purchase Price for the outstanding principal balance of the Loan currently encumber the Propertyas of Closing. The Loan was originally made by Xxxxx Fargo Deutsche Bank NorthwestBerkshire Mortgage Inc. d/b/a DB Berkshire Mortgage, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. Inc. (collectively together with any its successors and assigns, the “Existing Lender”), ) and is evidenced and/or secured by a number of documents, documents which are hereinafter collectively referred to as the “Loan Documents.” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. As a condition precedent to the parties’ obligations hereunder pursuant to Section 10, Buyer shall pay all costshave obtained prior to Closing, fees and expenses in connection with Buyer attempting approval from the Existing Lender to obtain Existing Lender’s approval the following (collectively, the “Lender Approval”): (i), the transfer of the assumption of Property to Buyer contemplated by this Agreement on terms materially consistent with the LoanLoan Documents, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of any changes to the special counsel representing the beneficial holder of the promissory note described prohibited transfer provisions in the Loan Documents; Documents necessary in Buyer’s sole discretion in order to permit the “umbrella partnership” REIT structure of Buyer, (iii) document filing fees and title insurance endorsement fees required by Existing Lender; the change in the property management of the Property to ATA Property Management, LLC (“the Property Manager), and (iv) legal fees for opinions the substitution of counsel guarantors which may be required by the Lender or the Loan Documents in connection therewith. The “Lender Approval” shall be deemed to include (a) the satisfactory completion by the Existing Lender of all diligence investigations, inspections and tests it may require to grant such approval, and (b) the full negotiation and final approval for signature of the Lender Approval Documents (as defined below) by Buyer, Seller (if required), the Existing Lender and, if applicable, the guarantors under the Loan Documents and any other entities required by the Existing Lender to be a party to the Lender Approval Documents. Within ten (10) days after the Effective Date, Buyer will apply (and Seller shall join in the application if required) to the Existing Lender for the Lender Approval, and shall use its respective commercially reasonable efforts to obtain the Lender Approval prior to the Closing Date, provided, however, that as long as Buyer has used its commercially reasonable efforts as required hereby, in no event shall Buyer have any liability for its failure to obtain the Lender Approval except where such failure is due to any misrepresentation made by Buyer to Existing Lender in connection with obtaining the Lender Approval. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, Buyer shall be solely responsible to pay to the Lender any and all assumption fees and all other costs, fees or expenses (other than Seller’s legal fees) in connection with attempting to obtain the Lender Approval (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for execute and deliver at Closing, such consent and approval documents and agreements required by Lender in connection with the costs of curing any defaults by Lender Approval, in form and content reasonably satisfactory to Buyer and Seller under (the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption“Lender Approval Documents”). In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall both covenant and agree to fully cooperate in all respects in connection with and endeavor to obtain the Loan AssumptionLender Approval, and Seller shall execute any and all applications not do anything (or other documents required by Existing fail to do anything) which could adversely affect the parties’ ability to obtain promptly the Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to ClosingApproval.

Assumption of Existing Loan. At Closing, Buyer intends to shall assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Eight Million Twenty-Four Hundred Thousand and no/100 No/100 Dollars ($17,024,000.00) 8,400,000.00), which currently encumbers the Property (the “Loan”). Documents securing ) and receive a credit against the Purchase Price for the outstanding principal balance of the Loan currently encumber the Propertyas of Closing. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. Deutsche Banc Mortgage Capital (collectively together with any its successors and assigns, the “Existing Lender”), ) and is evidenced and/or secured by a number of documents, documents which are hereinafter collectively referred to as the “Loan Documents.” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. As a condition precedent to the parties’ obligations hereunder pursuant to Section 10, Buyer shall pay all costshave obtained prior to Closing, fees and expenses in connection with Buyer attempting approval from the Existing Lender to obtain Existing Lender’s approval the following (collectively, the “Lender Approval”): (i), the transfer of the assumption of Property to Buyer contemplated by this Agreement on terms materially consistent with the LoanLoan Documents, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of any changes to the special counsel representing the beneficial holder of the promissory note described prohibited transfer provisions in the Loan Documents; Documents necessary in Buyer’s sole discretion in order to permit the “umbrella partnership” REIT structure of Buyer, (iii) document filing fees and title insurance endorsement fees required by Existing Lender; the change in the property management of the Property to ATA Property Management, LLC (“the Property Manager), and (iv) legal fees for opinions the substitution of counsel guarantors which may be required by the Lender or the Loan Documents in connection therewith. The “Lender Approval” shall be deemed to include (a) the satisfactory completion by the Existing Lender of all diligence investigations, inspections and tests it may require to grant such approval, and (b) the full negotiation and final approval for signature of the Lender Approval Documents (as defined below) by Buyer, Seller (if required), the Existing Lender and, if applicable, the guarantors under the Loan Documents and any other entities required by the Existing Lender to be a party to the Lender Approval Documents. Within ten (10) days after the Effective Date, Buyer will apply (and Seller shall join in the application if required) to the Existing Lender for the Lender Approval, and shall use its respective commercially reasonable efforts to obtain the Lender Approval prior to the Closing Date, provided, however, that as long as Buyer has used its commercially reasonable efforts as required hereby, in no event shall Buyer have any liability for its failure to obtain the Lender Approval except where such failure is due to any misrepresentation made by Buyer to Existing Lender in connection with obtaining the Lender Approval. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, Buyer shall be solely responsible to pay to the Lender any and all assumption fees and all other costs, fees or expenses (other than Seller’s legal fees) in connection with attempting to obtain the Lender Approval (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for execute and deliver at Closing, such consent and approval documents and agreements required by Lender in connection with the costs of curing any defaults by Lender Approval, in form and content reasonably satisfactory to Buyer and Seller under (the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption“Lender Approval Documents”). In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall both covenant and agree to fully cooperate in all respects in connection with and endeavor to obtain the Loan AssumptionLender Approval, and Seller shall execute any and all applications not do anything (or other documents required by Existing fail to do anything) which could adversely affect the parties’ ability to obtain promptly the Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to ClosingApproval.

Assumption of Existing Loan. At ClosingWithin three (3) business days of the Effective Date of this Agreement, Buyer intends to assume the loan Purchaser, with Seller’s cooperation and assistance, shall make application with Aviva Life and Annuity Company (the “Loan AssumptionLender”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars (to assume Seller’s existing $17,024,000.00) 13,000,000 loan (the “Loan”). Documents securing Purchaser shall diligently pursue the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwestassumption, N.A. keep Seller informed as Trustee to its progress and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting use its best efforts to obtain Existing the Lender’s approval of said assumption on or before the end of the Due Diligence Period. Purchaser’s obligation to purchase and Seller’s obligation to sell the Property shall be contingent upon Purchaser’s assumption of the Loan, and the release of Seller and each guarantor or indemnitor of the Loan shall be released from all liability to the extent that the Loan documents require the Lender to grant such release. Seller and Purchaser shall each pay one-half of the assumption fee and all other costs and fees charged by the Lender in accordance with the Loan documents to be charged in connection with the assumption of the Loan, including but not limited to: (i) the Existing without limitation, all administrative fees, application fees, assumption fees, Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal attorneys’ fees and expenses of the special counsel representing the beneficial holder of the promissory note described other charges whatsoever charged in accordance with the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for the costs of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects documents in connection with the assumption. Notwithstanding, Purchaser’s share of the Loan Assumptionassumption fees and costs shall be capped at $20,000. The foregoing obligations shall survive the termination of this Agreement, the Closing, and the remedies for breach of those obligations shall not be limited in any way. Seller and Purchaser agree to use their good faith efforts to follow the procedures and requirements necessary for the assumption and Seller and Purchaser shall execute any use their good faith efforts to negotiate a complete release of Seller and all applications or other documents required by Existing Lender the existing indemnitors and guarantors of the Loan as part of obtaining the Loan Assumption process. The documents evidencing consent of the Loan Assumption shall provide Lender, provided however that Purchaser will not be required to assume obligations arising from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and events occurring before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to Closing.

Assumption of Existing Loan. At 35.1 In the event the Closing occurs prior to the Outside Closing Date then, at Closing, Buyer intends to Purchaser shall assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) indebtedness consisting of the outstanding principal balance of the Loan; (ii) legal fees and expenses Existing Indebtedness as of the special counsel representing Closing Date and all of Sellers’ obligations under the beneficial holder Existing Loan Documents which arise from and after the Closing Date. If neither Purchaser nor Seller adjourns the scheduled Closing Date to the Outside Closing Date, then Purchaser shall seek to obtain the written consent of Existing Lender to the promissory note described transactions contemplated by this Agreement in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required a timely manner including, without limitation, as provided in this Section 35, which written consent shall contain a release by Existing Lender of Seller and of any guarantor from any and all liabilities and obligations under the Loan Documents from and after the Closing Date, in form and substance reasonably satisfactory to Seller (collectively, the “Loan Assumption Related FeesLender’s Consent”). In addition to the foregoing, Buyer Purchaser shall not be responsible for and Seller shall be solely responsible for the costs of curing any defaults by Seller under the Loan and provide all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents documentation required by Existing Lender as part may be necessary to permit such assignment and assumption. Seller agrees to cooperate, at no cost to Seller, in good faith, with Purchaser in connection with Purchaser’s efforts to obtain Lender’s Consent. In the event that Existing Lender or the servicer acting on behalf of Existing Lender in connection with the Existing Financing (“Servicer”) requires payment of a deposit or fee in connection with the submission of the request for Lender’s Consent and/or the due diligence to obtain Lender’s Consent, Purchaser and Seller shall each pay one-half of any such deposit or fee. Seller and Purchaser shall also share equally (i.e., 50/50) any assumption fees and charges of Existing Lender in connection with the assumption of the Existing Indebtedness as set forth in the Existing Loan Assumption processDocuments, provided however that each of Seller and Purchaser shall pay the legal fees and disbursements of their respective legal counsel. The documents evidencing In the Loan Assumption shall provide event that from and after the Closing Date Seller Purchaser is to be released not approved by Existing Lender on or before May 11, 2007 (the “Lender Consent Period”), then Seller, shall have the right, upon written notice to Purchaser, to either (a) extend the Lender Consent Period for such additional time as Seller determines in its sole discretion, but in no event shall such additional period of time go beyond the date that is five (5) business days prior to the Outside Closing Date or (b) elect to close the sale hereunder on the Outside Closing Date. Purchaser shall send to Seller copies of all liability under correspondence and enclosures to or from Lender (i) within two (2) business days of Purchaser’s receipt of same from Existing Lender and (ii) contemporaneously with Purchaser’s delivery of same to Existing Lender. Nothing contained herein shall create, or be deemed to create, a mortgage or other contingency for the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under benefit of Purchaser. 35.2 In the Loan Documents after and before event the Closing Dateoccurs on the Outside Closing Date then, respectively. It at Closing, Seller agrees that if Purchaser shall be a condition precedent so elect by written notice Seller shall, at no cost to Buyer’s obligation Seller, use reasonable efforts to close that have the terms indebtedness consisting of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption outstanding principal balance of the Loan is denied Existing Indebtedness assigned to a mortgage lender selected by Purchaser to provide Purchaser with financing for the purchase of the Units. Purchaser shall provide all other documentation required by Existing Lender as may be necessary to permit such assignment. Seller agrees to cooperate, at no cost to Seller, in good faith, with Purchaser in connection with requesting and obtaining such assignment. Nothing contained herein shall create, or is not obtained prior be deemed to Closingcreate, a mortgage or other contingency for the benefit of Purchaser.

Assumption of Existing Loan. At ClosingClosing and subject to the terms and conditions of this Agreement, Buyer intends to shall assume the loan (the “Loan Assumption”) that certain loan evidenced by a note in the original having an outstanding principal amount balance of Seventeen Eight Million Twenty-Four Six Hundred and Sixty Thousand and no/100 No/100 Dollars ($17,024,000.008,660,000.00) as of March 26, 2014 (the “Loan”). Documents securing , secured by the Loan currently encumber the Property. The Loan was Property and originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. Aetna Life Insurance Company (collectively with any successors and assigns, the “Existing Lender”), and . The Loan is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are and listed on Exhibit “H” Schedule 4.1.25 attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall promptly pay all costs, fees and expenses of Existing Lender in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited to: (i) any fees and deposits required by the Existing Lender’s assumption fee in Loan Documents and the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of the special Buyer’s counsel representing the beneficial holder of the promissory note described in connection with the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender Assumption (collectively, the “Loan Assumption Related Fees”). In addition , but excluding any penalties and/or costs due to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for the costs of curing Lender in connection with any defaults by Seller under the Loan and all other costs and expenses incurred by Documents arising prior to Closing. Seller under shall be responsible for the Loan whether or not related to fees of Seller’s counsel in connection with the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Seller represents that it has submitted a request to the Existing Lender to forward a loan application package to Buyer. Within the latter of five (5) business days following (a) receipt of such loan application package from the Existing Lender, or (b) the Effective Date, Buyer agrees to make shall submit a loan application and remit any fees associated with such application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to ClosingLender.

Assumption of Existing Loan. At Closing, Buyer intends to shall assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Fourteen Million Twenty-Four Five Hundred Thousand and no/100 No/100 Dollars ($17,024,000.00) 14,500,000.00), which currently encumbers the Property (the “Loan”). Documents securing ) and receive a credit against the Purchase Price for the outstanding principal balance of the Loan currently encumber the Propertyas of Closing. The Loan was originally made by Xxxxx Fargo Bank NorthwestRED Mortgage Capital, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. Inc. (collectively together with any its successors and assigns, the “Existing Lender”), ) and is evidenced and/or secured by a number of documents, documents which are hereinafter collectively referred to as the “Loan Documents.” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. As a condition precedent to the parties’ obligations hereunder pursuant to Section 10, Buyer shall pay all costshave obtained prior to Closing, fees and expenses in connection with Buyer attempting approval from the Existing Lender to obtain Existing Lender’s approval the following (collectively, the “Lender Approval”): (i), the transfer of the assumption of Property to Buyer contemplated by this Agreement on terms materially consistent with the LoanLoan Documents, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of any changes to the special counsel representing the beneficial holder of the promissory note described prohibited transfer provisions in the Loan Documents; Documents necessary in Buyer’s sole discretion in order to permit the “umbrella partnership” REIT structure of Buyer, (iii) document filing fees and title insurance endorsement fees required by Existing Lender; the change in the property management of the Property to ATA Property Management, LLC (“the Property Manager), and (iv) legal fees for opinions the substitution of counsel guarantors which may be required by the Lender or the Loan Documents in connection therewith. The “Lender Approval” shall be deemed to include (a) the satisfactory completion by the Existing Lender of all diligence investigations, inspections and tests it may require to grant such approval, and (b) the full negotiation and final approval for signature of the Lender Approval Documents (as defined below) by Buyer, Seller (if required), the Existing Lender and, if applicable, the guarantors under the Loan Documents and any other entities required by the Existing Lender to be a party to the Lender Approval Documents. Within ten (10) days after the Effective Date, Buyer will apply (and Seller shall join in the application if required) to the Existing Lender for the Lender Approval, and shall use its respective commercially reasonable efforts to obtain the Lender Approval prior to the Closing Date, provided, however, that as long as Buyer has used its commercially reasonable efforts as required hereby, in no event shall Buyer have any liability for its failure to obtain the Lender Approval except where such failure is due to any misrepresentation made by Buyer to Existing Lender in connection with obtaining the Lender Approval. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, Buyer shall be solely responsible to pay to the Lender any and all assumption fees and all other costs, fees or expenses (other than Seller’s legal fees) in connection with attempting to obtain the Lender Approval (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for execute and deliver at Closing, such consent and approval documents and agreements required by Lender in connection with the costs of curing any defaults by Lender Approval, in form and content reasonably satisfactory to Buyer and Seller under (the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption“Lender Approval Documents”). In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall both covenant and agree to fully cooperate in all respects in connection with and endeavor to obtain the Loan AssumptionLender Approval, and Seller shall execute any and all applications not do anything (or other documents required by Existing fail to do anything) which could adversely affect the parties’ ability to obtain promptly the Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to ClosingApproval.

Assumption of Existing Loan. At ClosingSeller (at no third party cost, Buyer intends expense or liability to Seller) agrees to assist Purchaser in attempting to obtain the consent of Lender to allow Purchaser to assume the loan Existing Loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “LoanLender Consent”). Documents The Lender Consent must include, to the extent permitted by the Existing Loan, Lender’s written agreement to release Seller and its constituent members of and from any loss, expense, liability or other obligations arising subsequent to the assumption of the Existing Loan by Purchaser, except that Seller will remain liable for claims, causes of action and liabilities arising as a result of facts or circumstances which existed prior to the date of assumption of the Existing Loan by Purchaser. Seller makes no representation or warranty that Purchaser will be successful in securing such Lender Consent. At the Closing, Purchaser shall pay the assumption fees arising under the Existing Loan currently encumber (including the Propertybeneficiary’s legal fees). The At any time on or before the expiration of fifty (50) days following the Effective Date, if Purchaser is unable for any reason to obtain Lender Consent for Purchaser’s assumption of the Existing Loan was originally made on terms and conditions acceptable to Purchaser, in its sole and absolute discretion, then Purchaser may terminate this Agreement by Xxxxx Fargo Bank Northwestwritten notice to Seller on or before the expiration of fifty (50) days following the Effective Date, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assignsin which event this Agreement shall terminate, the “Existing Lender”)Xxxxxxx Money (minus the Independent Consideration and the Processing Fee) shall be refunded to Purchaser and neither Party shall have any further rights, liabilities or obligations hereunder except as expressly set forth to the contrary in this Agreement. If Lender Consent has not been obtained on or before the date which is sixty-five (65) days following the Effective Date, then either Seller or Purchaser may terminate this Agreement by written notice to the other party on or before the expiration of sixty-five (65) days following the Effective Date, in which event this Agreement shall terminate, the Xxxxxxx Money (minus the Independent Consideration and the Processing Fee) shall be refunded to Purchaser and neither Party shall have any further rights, liabilities or obligations hereunder except as expressly set forth to the contrary in this Agreement. If this Agreement is evidenced and/or secured by a number of documentsterminated pursuant to this Section 12.17, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer Purchaser shall pay all to Lender its commercially reasonable third-party costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, (including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses expenses), if any, incurred up to such date of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible termination for the costs of curing any defaults approval process; provided, however, that if this Agreement is terminated due to a default by Seller under the Loan this Agreement, then Purchaser shall have no liability for Lender’s third-party costs, fees and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumptionexpenses, and Seller shall execute any reimburse Lender for such costs, fees and all applications or other documents required by Existing Lender as part expenses. Purchaser shall pay such third party fees, expenses and costs within ten days of the Loan Assumption processPurchaser’s termination of this Agreement. The documents evidencing obligations contained in this Section 12.17 shall survive the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender termination of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to Closingthis Agreement.

Assumption of Existing Loan. At ClosingBuyer shall diligently use all commercially reasonable efforts to satisfy Lender's usual and customary requirements for assumption of the Existing Loan (which shall be deemed to include also the usual and customary requirements of the Rating Agencies for their confirmations that the sale of the Hotel to Buyer will not result in an downgrade of the rating of the Existing Loan), Buyer intends including, without limitation: 7.4.1 Providing to assume Lender and the loan Rating Agencies (the “Loan Assumption”) evidenced by a note as defined in the original principal amount of Seventeen Million Twenty-Four Thousand Loan Agreement) as promptly as practicable, substantially all information concerning Buyer and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and its Affiliates that is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is customarily or reasonably required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Lender's consideration of such assumption. Within in five Business Days after the Effective Date, Buyer attempting shall provide to obtain Existing Lender’s approval Lender all such information that has been identified and is then in Buyer's possession or ready control. 7.4.2 At or prior to Closing, either satisfying, or assigning its rights under this Agreement to an entity that satisfies, the definition of a "Permitted Transferee" in the Loan Agreement. 7.4.3 Providing to Lender timely evidence that all approvals required for Buyer's purchase of the Hotel have been obtained. 7.4.4 At Closing delivering to Lender (A) an assumption agreement with respect to the Existing Loan, in such form as Lender may reasonably require, (B) usual and customary legal opinions regarding Buyer's assumption of the Existing Loan, including, without limitation, opinions as to enforceability of the loan documents against Buyer and as to non-consolidation in bankruptcy and (C) such other documents as Lender may reasonably require, including but not limited to: evidence of good standing and authority. 7.4.5 At Closing paying to Lender the transfer fee (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) equal to 0.25% of the outstanding principal balance on the Existing Loan as of the Loan; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectivelyClosing), the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for the costs of curing any defaults by Seller under the Loan and plus all other costs and expenses incurred by Seller under Lender and the Rating Agencies in connection with Buyer's assumption of the Existing Loan. 7.4.6 Satisfying in timely fashion the other applicable, express conditions for assumption of the Existing Loan set forth in the Loan whether or not related Agreement, to the Loan Assumptionextent within the reasonable control of Buyer or Buyer's Manager. In Seller shall reasonably cooperate with Buyer's efforts to obtain Lender's consent to assumption of the Existing Loan, including, without limitation, (i) promptly notifying Lender of the pending sale of the Hotel and Buyer's intention to assume the Existing Loan, (ii) providing Lender and the Rating Agencies with all information customarily or reasonably required of the selling borrower in connection with such approval, the parties shall diligently, promptly an assumption and in good faith attempt (iii) delivering to obtain such approval and both parties will supply the information Lender all documentation reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt required of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with such assumption; provided, however, that Seller shall not be obligated to incur any out-of-pocket expense in excess of $20,000 or liability in connection with Buyer's assumption of the Existing Loan or Buyer's efforts to obtain Lender's consent to such assumption. Buyer's election not to terminate this Agreement under Section 4.9 shall constitute Buyer's representation and warranty to Seller that Buyer has familiarized itself with the requirements specified in the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part Agreement for assumption of the Existing Loan Assumption processand, to Buyer's Knowledge, has no reason to believe that Buyer will not be able to satisfy any of such requirements. The documents evidencing Either Seller or Buyer shall have the Loan Assumption shall provide that from and after right to extend the Closing Date Seller is to be released by Existing Lender of all liability under (and, if necessary, the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Last Closing Date) if, respectively. It shall be a condition precedent in such Party's good faith judgment, such extension is required in order to permit Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s 's assumption of the Existing Loan is denied or is at Closing, but such extension may not obtained prior be to Closinga date later than December 31, 2003.

Assumption of Existing Loan. At Closing, Buyer intends to assume A. Purchaser shall have two hundred seventy (270) days after the loan Effective Date (the “Loan AssumptionApproval Period”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the written consent to Purchaser’s assumption of the LoanExisting Loan with no change in the terms of such Existing Loan (including principal, including but not limited to: (i) the Existing Lender’s interest rate, term and amount and use of reserves), except as provided herein. Purchaser acknowledges that it shall be required to pay an assumption fee in the amount of to Existing Lender equal to one percent (1.01%) of the outstanding principal balance of the Loan; Existing Loan (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectively, the “Loan Assumption Related FeesFee”). In addition Seller agrees to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for the costs of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in use its good faith attempt efforts to obtain such assist Purchaser in obtaining an assumption of the Existing Loan with the approval and both parties will supply of the information reasonably requested by Existing Lender with respect at no cost or material expenditure of time to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectivelySeller. It shall be a condition precedent of the assumption of the Existing Loan that (i) Xxxxxxx X. Xxxxxx and Xxxxxxxxx Xxxxxx shall be released and discharged from all obligations and liabilities under the Existing Loan Documents, including all guaranties and environmental indemnity agreements, to Buyerthe extent same would be released in the case of a payoff of the Existing Loan (collectively, the “Guarantor Release”) and (ii) Seller shall be released and discharged from all obligations and liabilities under the Existing Loan Documents to the extent same would be released in the case of a payoff of the Existing Loan (the “Seller Release”). In no event shall Purchaser be permitted to assume the Existing Loan unless the Existing Lender shall simultaneously deliver the Guarantor Release and the Seller Release (both of which may included in any Assumption Agreement). Purchaser shall cause a related entity to become the guarantor of the Existing Loan and shall cause the related entity to execute a guaranty of the Existing Loan, and any environmental or other indemnity agreements, on the same terms and conditions as the instruments executed by Xxxxxxx X. Xxxxxx and Xxxxxxxxx Xxxxxx and previously delivered to Purchaser. Purchaser and Seller make no representations or warranties that Existing Lender will approve the assumption of the Existing Loan or provide the Guarantor Release or the Seller Release. Purchaser has no actual knowledge of any reason why Purchaser does not satisfy the requirements set forth in the Existing Loan Documents for the assumption of same. B. Not later than fifty (50) days after the Effective Date, Purchaser shall submit a true, correct and complete application to Existing Lender for assumption of the Existing Loan and shall diligently pursue the Existing Lender’s obligation consent to close such assumption. Purchaser shall thereafter deliver to the Existing Lender, within five (5) business days after being requested to do so (unless such delivery is not reasonably practicable, in the exercise of reasonable diligence, within such five (5) business day period, in which case Purchaser shall effect the same as soon thereafter as is reasonably practicable), any and all documents reasonably necessary, proper and/or desirable to diligently and timely prosecute Purchaser’s application for the assumption of the Existing Loan. Purchaser shall use reasonable, diligent and good faith efforts in pursuing the assumption of the Existing Loan and shall timely comply with any and all reasonable requirements imposed by the Existing Lender. Purchaser shall pay any and all fees associated with the assumption of the Existing Loan, including any and all application fees, and any of the Existing Lender’s legal fees, out-of-pocket costs and expenses and related charges, including the Assumption Fee. Purchaser shall, simultaneously with the submission of Purchaser’s application for the assumption of the Existing Mortgage, deliver a certification to Seller that an assumption application has been submitted by Purchaser to Existing Lender and endeavor to have Existing Lender acknowledge receipt of such application. Purchaser shall, within two (2) business days of receipt of written notice from the Existing Lender, notify Seller in writing of the approval or denial of the assumption of the Existing Mortgage. In the event that the terms Existing Lender denies the application of Purchaser to assume the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement Existing Loan, this Contract shall automatically terminate and terminate, the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of Purchaser, and the Loan is denied or is not obtained prior parties shall have no further responsibility to Closingeach other except as specifically stated herein.

Assumption of Existing Loan. (a) At Closing, Buyer intends to Purchaser shall assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) indebtedness consisting of the outstanding principal balance of the Loan; (ii) legal fees and expenses Existing Indebtedness as of the special counsel representing Closing Date and all of Sellers’ obligations under the beneficial holder Existing Loan Documents which arise from and after the Closing Date. Purchaser shall seek to obtain the written consent of Existing Lender to the promissory note described transactions contemplated by this Agreement in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required a timely manner including, without limitation, as provided in this Section 35, which written consent shall contain a release by Existing Lender of Seller and of any guarantor from any and all liabilities and obligations under the Loan Documents from and after the Closing Date, in form and substance reasonably satisfactory to Seller and Lender shall consent to such modifications to the Existing Loan Documents as may be necessary in light of Purchaser’s status as a subsidiary of a publicly traded company in order to not cause such status to constitute a default under the Existing Loan Documents (collectively, the “Loan Assumption Related FeesLender’s Consent”). In addition the event Lender’s Consent is not obtained by the date which is 5 business days prior to the foregoingOutside Closing Date, Buyer shall not Seller may, at Seller’s option, but with no obligation to do so (at Seller’s sole expense), to the extent allowed by the Existing Lender, prepay the Existing Loan (along with any prepayment or other charges imposed by the Existing Lender) or cause the lien of the Existing Mortgagee to be responsible for and Seller removed of record against the Property at or prior to Closing, in which event Purchaser shall be solely responsible for required to close provided all of the costs of curing any defaults by Seller under the Loan and other conditions in this Agreement are satisfied. Purchaser shall provide all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents documentation required by Existing Lender as part may be necessary to permit such assignment and assumption. Seller agrees to use commercially efforts, at no cost to Seller, in good faith, to cooperate with Purchaser in connection with Purchaser’s efforts to obtain Lender’s Consent. In the event that Existing Lender or the servicer acting on behalf of Existing Lender in connection with the Existing Financing (“Servicer”) requires payment of a deposit or fee in connection with the submission of the request for Lender’s Consent and/or the due diligence to obtain Lender’s Consent, Purchaser and Seller shall each pay one-half of any such deposit or fee. Seller and Purchaser shall also share equally (i.e., 50/50) the assumption fee in connection with the assumption of the Existing Indebtedness as set forth in the Existing Loan Assumption processDocuments, provided however that each of Seller and Purchaser shall pay the legal fees and disbursements of their respective legal counsel. The documents evidencing In the Loan Assumption shall provide event that from and after the Closing Date Seller Purchaser is to be released not approved by Existing Lender on or before May 25, 2007 (the “Lender Consent Period”), then Seller or Purchaser, shall have the right, upon written notice to the other, to extend the Lender Consent Period for such additional time as the party electing to so extend determines in its sole discretion, but in no event shall such additional period of time go beyond the date that is five (5) business days prior to the Outside Closing Date. Purchaser shall send to Seller copies of all liability under correspondence and enclosures to or from Lender (i) within two (2) business days of Purchaser’s receipt of same from Existing Lender and (ii) contemporaneously with Purchaser’s delivery of same to Existing Lender. Nothing contained herein shall create, or be deemed to create, a mortgage or other contingency for the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms benefit of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to ClosingPurchaser.

Assumption of Existing Loan. At Closing, Buyer intends to shall assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Fourteen Million Twenty-Four Five Hundred Fifty Thousand and no/100 No/100 Dollars ($17,024,000.00) 14,550,000.00), which currently encumbers the Property (the “Loan”). Documents securing ) and receive a credit against the Purchase Price for the outstanding principal balance of the Loan currently encumber the Propertyas of Closing. The Loan was originally made by Xxxxx Fargo Bank NorthwestDeutsche Banc Mortgage Capital, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. LLC (collectively together with any its successors and assigns, the “Existing Lender”), ) and is evidenced and/or secured by a number of documents, documents which are hereinafter collectively referred to as the “Loan Documents.” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. As a condition precedent to the parties’ obligations hereunder pursuant to Section 10, Buyer shall pay all costshave obtained prior to Closing, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited to: (i) from the Existing Lender’s assumption fee in Lender to the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender following (collectively, the “Lender Approval”): (i), the transfer of the Property to Buyer contemplated by this Agreement on terms materially consistent with the Loan Assumption Related Fees”). In addition Documents, (ii) any changes to the foregoingprohibited transfer provisions in the Loan Documents necessary in Buyer’s sole discretion in order to permit the “umbrella partnership” REIT structure of Buyer, Buyer shall not (iii) the change in the property management of the Property to ATA Property Management, LLC (“the Property Manager), and (iv) the substitution of guarantors which may be responsible for and Seller required by the Lender or the Loan Documents in connection therewith. The “Lender Approval” shall be solely responsible deemed to include (a) the satisfactory completion by the Existing Lender of all diligence investigations, inspections and tests it may require to grant such approval, and (b) the full negotiation and final approval for signature of the costs of curing any defaults Lender Approval Documents (as defined below) by Buyer, Seller (if required), the Existing Lender and, if applicable, the guarantors under the Loan Documents and all any other costs and expenses incurred entities required by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application be a party to the Lender for the Loan Assumption within Approval Documents. Within ten (10) business days from Buyer’s receipt of all Property Informationafter the Effective Date, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, will apply (and Seller shall execute any and all applications or other documents required by join in the application if required) to the Existing Lender as part of for the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan DocumentsApproval, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under use its respective commercially reasonable efforts to obtain the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained Lender Approval prior to the Closing.

Assumption of Existing Loan. At Seller hereby agrees that Purchaser shall have an additional thirty (30) days following the expiration of the Inspection Period (“Financing Contingency Period”) to obtain the necessary approvals from the existing lender of the Existing Loan and HUD, if applicable, to allow Purchaser to assume, at Closing, Buyer intends the Existing Loan, provided that the Financing Contingency Period may be extended for an additional thirty (30) days upon written notice from Purchaser to Seller given prior to the thirtieth (30th) day after the Inspection Period. If Purchaser is unable to obtain the approval of the existing lender or HUD, if applicable, by the last day of the Financing Contingency Period, Purchaser shall, within three (3) business days after the expiration of the Financing Contingency Period, elect to (i) payoff and satisfy all obligations of the Existing Loan including the payment of any prepayment penalties and/or fees and Close on its purchase of the Property or (ii) terminate this Agreement and receive a refund of its Xxxxxxx Money from Escrow Agent . If Purchaser fails to provide notice of its election to terminate this Agreement pursuant to (i) or (ii) above within said three (3) day period, Purchaser shall be deemed to have elected option (ii) above. (a) each of Seller and Purchaser shall make all commercially reasonable efforts to obtain VHDA’s consent (and the consent of HUD, if applicable) to the assignment and assumption of the Existing Loan in accordance with the terms of this Agreement, including completing and submitting to VHDA VHDA’s Application for Assumption Commitment promptly after Purchaser receives VHDA’s form, and including providing all other cooperation the other party reasonably requests toward that end. Seller, at no material cost or expense to itself, agrees to cooperate with Purchaser in connection with Purchaser’s preparation of all applications and submissions contemplated hereunder and, without limiting the generality of the foregoing, shall furnish such information and execute and deliver such documents on behalf of the Seller as may be reasonably required in connection therewith. Purchaser and Seller shall establish a mutual understanding for all communications between Seller, its property manager, or other representative of the Seller and VHDA and HUD or any tenant or tenants of the Property regarding the terms and conditions of any proposed or submitted application contemplated in connection herewith. (b) at Closing, Seller shall assign the Existing Loan to Purchaser, and Purchaser shall assume the loan Existing Loan, with VHDA’s written consent, under an assignment and assumption agreement (the “Loan AssumptionAssignment and Assumption Agreement”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited tothat: (i) imposes no obligation or liability on Seller under the Loan Documents with respect to any period after Closing, with the same effect as if Seller were paying off the Existing Lender’s assumption fee Loan in the amount of one percent (1.0%) of the outstanding principal balance of the Loanfull at Closing; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in imposes no obligation or liability on Purchaser under the Loan DocumentsDocuments with respect to any period prior to Closing, with the same effect as if the Existing Loan were first being disbursed to Purchaser at Closing; (iii) document filing fees and title insurance endorsement fees required by Existing Lenderdoes not modify any of the terms or provisions of the Loan Documents in any material respect; and (iv) legal fees for opinions contains an estoppel, to VHDA’s knowledge, that no defaults exist on the part of counsel required by Seller under the Loan Documents (the Loan Assignment and Assumption Agreement and any other documents the VHDA requires Seller and/or Purchaser to execute and deliver as a condition to the assignment and assumption of the Existing Lender (Loan to Purchaser are, collectively, the “Loan VHDA Assumption Related FeesDocuments”). In addition to ; (c) Seller and FC Hamptons Associates, L.P., the foregoinglimited partner of Seller, Buyer shall not be responsible for and Seller shall be solely responsible for the indemnify Purchaser against all costs or liabilities caused by a recapture of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not Low Income Housing Tax Credits related to a failure to comply with the Loan Assumption. In connection with such approvalrequirements of Section 42 of the Internal Revenue Code (including, without limitation, the parties “Minimum Set-Aside Test” and “Rent Restriction Test”) arising during Seller’s period of ownership. Purchaser shall diligently, promptly and in good faith attempt indemnify Seller against all costs or liabilities caused by a recapture of Low Income Housing Tax Credits related to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect a failure to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection comply with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part requirements of Section 42 of the Loan Assumption process. The documents evidencing Internal Revenue Code (including, without limitation, the Loan Assumption shall provide that “Minimum Set-Aside Test” and “Rent Restriction Test”) arising from and after the Closing Date Seller is Date. All parties hereby agree that, to be released by Existing Lender of all liability under the Loan Documentsevidence such ongoing indemnification, and further such documents each shall contain mutual indemnities between Buyer execute an Indemnification Agreement reasonably satisfactory to Purchaser and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to at Closing...

Assumption of Existing Loan. At Closing, Buyer intends to shall assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Twenty Two Million Twenty-Four Thousand and no/100 No/100 Dollars ($17,024,000.00) 22,000,000.00), which currently encumbers the Property (the “Loan”). Documents securing ) and receive a credit against the Purchase Price for the outstanding principal balance of the Loan currently encumber the Propertyas of Closing. The Loan was originally made by Xxxxx Fargo Bank NorthwestRED Mortgage Capital, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. Inc. (collectively together with any its successors and assigns, the “Existing Lender”), ) and is evidenced and/or secured by a number of documents, documents which are hereinafter collectively referred to as the “Loan Documents.” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. As a condition precedent to the parties’ obligations hereunder pursuant to Section 10, Buyer shall pay all costshave obtained prior to Closing, fees and expenses in connection with Buyer attempting approval from the Existing Lender to obtain Existing Lender’s approval of the assumption of following (collectively, the Loan, including but not limited to: “Lender Approval”): (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) transfer of the outstanding principal balance of Property to Buyer contemplated by this Agreement on terms materially consistent with the Loan; Loan Documents, (ii) legal fees and expenses of any changes to the special counsel representing the beneficial holder of the promissory note described prohibited transfer provisions in the Loan Documents; Documents necessary in Buyer’s sole discretion in order to permit the “umbrella partnership” REIT structure of Buyer, (iii) document filing fees and title insurance endorsement fees required by Existing Lender; the change in the property management of the Property to ATA Property Management, LLC (“the Property Manager), and (iv) legal fees for opinions the substitution of counsel guarantors which may be required by the Lender or the Loan Documents in connection therewith. The “Lender Approval” shall be deemed to include (a) the satisfactory completion by the Existing Lender of all diligence investigations, inspections and tests it may require to grant such approval, and (b) the full negotiation and final approval for signature of the Lender Approval Documents (as defined below) by Buyer, Seller (if required), the Existing Lender and, if applicable, the guarantors under the Loan Documents and any other entities required by the Existing Lender to be a party to the Lender Approval Documents. Within ten (10) days after the Effective Date, Buyer will apply (and Seller shall join in the application if required) to the Existing Lender for the Lender Approval, and shall use its respective commercially reasonable efforts to obtain the Lender Approval prior to the Closing Date, provided, however, that as long as Buyer has used its commercially reasonable efforts as required hereby, in no event shall Buyer have any liability for its failure to obtain the Lender Approval except where such failure is due to any misrepresentation made by Buyer to Existing Lender in connection with obtaining the Lender Approval. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, Buyer shall be solely responsible to pay to the Lender any and all assumption fees and all other costs, fees or expenses (other than Seller’s legal fees) in connection with attempting to obtain the Lender Approval (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for execute and deliver at Closing, such consent and approval documents and agreements required by Lender in connection with the costs of curing any defaults by Lender Approval, in form and content reasonably satisfactory to Buyer and Seller under (the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption“Lender Approval Documents”). In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall both covenant and agree to fully cooperate in all respects in connection with and endeavor to obtain the Loan AssumptionLender Approval, and Seller shall execute any and all applications not do anything (or other documents required by Existing fail to do anything) which could adversely affect the parties’ ability to obtain promptly the Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to ClosingApproval.

Assumption of Existing Loan. Seller entered into the Existing Loan with the Lender secured by a mortgage on the Property (the “Existing Mortgage”). At Closing, subject to obtaining all necessary approvals from the Lender under the Existing Loan, Buyer intends shall assume all obligations and agreements of Seller related to assume the Existing Loan. All loan (documentation related to the “Existing Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “"Existing Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference". The Copies of said Existing Lender’s consent and approval is required before Buyer will be permitted Loan Documents have been provided to assume the LoanBuyer. Buyer shall pay receive a credit against the Purchase Price equal to the outstanding principal balance and all costs, accrued but unpaid interest and other fees and expenses in connection with under the Existing Loan. (i) Seller hereby agrees that Buyer attempting shall have until October 1, 2005 (“Financing Contingency Period”) to obtain the necessary approvals from the Lender of the Existing Lender’s Loan of Buyer’ assumption, at Closing, of the Existing Loan (the “Lender Notice”), provided that the Financing Contingency Period may be extended for an additional thirty (30) days upon written notice from Buyer to Seller given prior to the expiration of the original Financing Contingency Period so long as Buyer makes an additional Fifty Thousand and 00/100 Dollars deposit to the Escrow Agent prior to the expiration of the original Financing Contingency Period. For purposes hereof, “Lender Notice” shall mean a written notice from Lender to Buyer advising Buyer of its approval of Buyer's assumption of the Loan (i) without any substantive changes to the Existing Loan Documents as reasonably determined by Buyer and (ii) with the approval of Berkshire Income Realty-OP, L.P. as non-recourse guarantor under the Existing Loan (the “Carve-out Guarantor”). The parties agree that if no written approval is received from the Lender prior to the expiration of the Financing Contingency Period (as the same may be extended), the assumption of the Loan, including but not limited to: (i) Loan by the Existing Buyer shall be deemed disapproved by the Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectively, the “Loan Assumption Related Fees”). In addition to the foregoingsuch event, Buyer this Agreement shall not be responsible for and Seller shall be solely responsible for the costs of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller terminate and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part receive a refund of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that Deposit from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to ClosingEscrow Agent.

Assumption of Existing Loan. At Closing, Buyer intends to shall assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Fifteen Million Twenty-Four Thousand and no/100 No/100 Dollars ($17,024,000.00) 15,000,000.00), which currently encumbers the Property (the “Loan”). Documents securing ) and receive a credit against the Purchase Price for the outstanding principal balance of the Loan currently encumber the Propertyas of Closing. The Loan was originally made by Xxxxx Fargo Bank NorthwestDeutsche Banc Mortgage Capital, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. L.L.C. (collectively together with any its successors and assigns, the “Existing Lender”), ) and is evidenced and/or secured by a number of documents, documents which are hereinafter collectively referred to as the “Loan Documents.” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. As a condition precedent to the parties’ obligations hereunder pursuant to Section 10, Buyer shall pay all costshave obtained prior to Closing, fees and expenses in connection with Buyer attempting approval from the Existing Lender to obtain Existing Lender’s approval the following (collectively, the “Lender Approval”): (i), the transfer of the assumption of Property to Buyer contemplated by this Agreement on terms materially consistent with the LoanLoan Documents, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) of the outstanding principal balance of the Loan; (ii) legal fees and expenses of any changes to the special counsel representing the beneficial holder of the promissory note described prohibited transfer provisions in the Loan Documents; Documents necessary in Buyer’s sole discretion in order to permit the “umbrella partnership” REIT structure of Buyer, (iii) document filing fees and title insurance endorsement fees required by Existing Lender; the change in the property management of the Property to ATA Property Management, LLC (“the Property Manager), and (iv) legal fees for opinions the substitution of counsel guarantors which may be required by the Lender or the Loan Documents in connection therewith. The “Lender Approval” shall be deemed to include (a) the satisfactory completion by the Existing Lender of all diligence investigations, inspections and tests it may require to grant such approval, and (b) the full negotiation and final approval for signature of the Lender Approval Documents (as defined below) by Buyer, Seller (if required), the Existing Lender and, if applicable, the guarantors under the Loan Documents and any other entities required by the Existing Lender to be a party to the Lender Approval Documents. Within ten (10) days after the Effective Date, Buyer will apply (and Seller shall join in the application if required) to the Existing Lender for the Lender Approval, and shall use its respective commercially reasonable efforts to obtain the Lender Approval prior to the Closing Date, provided, however, that as long as Buyer has used its commercially reasonable efforts as required hereby, in no event shall Buyer have any liability for its failure to obtain the Lender Approval except where such failure is due to any misrepresentation made by Buyer to Existing Lender in connection with obtaining the Lender Approval. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, Buyer shall be solely responsible to pay to the Lender any and all assumption fees and all other costs, fees or expenses (other than Seller’s legal fees) in connection with attempting to obtain the Lender Approval (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not be responsible for and Seller shall be solely responsible for execute and deliver at Closing, such consent and approval documents and agreements required by Lender in connection with the costs of curing any defaults by Lender Approval, in form and content reasonably satisfactory to Buyer and Seller under (the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption“Lender Approval Documents”). In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to Closing.such

Assumption of Existing Loan. At ClosingNotwithstanding anything to the contrary contained herein, Buyer intends shall use diligent and commercially reasonable efforts to assume that certain loan in the loan principal amount of Ninety Million and No/100 Dollars ($90,000,000.00) encumbering the Property (the “Loan AssumptionExisting Loan”) evidenced by a note in with Landesbank Schleswig-Holstein Girozentrale, Kiel, as lender (“Lender”) and to cause such assumption and the original principal amount Close of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (Escrow to occur on the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. Assumption Closing Date” (as Trustee and that term is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”defined below), although Buyer and is evidenced and/or secured Seller will endeavor to cause such assumption to occur earlier and in such event Buyer and Seller shall each endeavor to cause the Close of Escrow to occur earlier. Such assumption shall be on terms acceptable to Buyer and Lender, but shall in all events be at no cost to Seller and shall include a release from Lender releasing Seller from all obligations under the Existing Loan (all such documents evidencing such assumption by a number Buyer, such release of documents, which Seller and Lender’s approval thereof are hereinafter collectively herein referred to as the “Loan Assumption Documents” are listed and the transaction evidenced by the Assumption Documents is herein referred to as the “Assumption”). Without limiting the foregoing, the Assumption shall be on Exhibit “H” attached hereto terms acceptable to Buyer in its sole discretion. Any Assumption fee and incorporated other costs payable to or otherwise required by reference. The Existing Lender in connection with Lender’s consent and approval is required before Buyer will of, or efforts to obtain Lender’s approval of, the Assumption shall be permitted to assume the Loansole responsibility of Buyer. Buyer shall pay all costs, fees and expenses promptly submit to Lender any documents reasonably required by Lender in connection with Buyer attempting order to obtain Existing secure Lender’s approval of the assumption Assumption as soon as possible. If the Assumption and Close of Escrow is not completed on or before the Assumption Closing Date, then Buyer and Seller shall continue to use diligent and commercially reasonable efforts to cause the Assumption and Close of Escrow to occur on or prior to the “Outside Closing Date” (as that term is defined below). The Assumption Documents approved by Lender, Seller and Buyer shall be delivered into Escrow on or prior to the Closing Date. The Assumption is a condition to the Close of Escrow on the Assumption Closing Date, but the Assumption is not a condition to the Close of Escrow on the Outside Closing Date. If the Assumption Documents have not been submitted into Escrow on or prior to the Outside Closing Date, the Close of Escrow shall occur on the Outside Closing Date on an “all-cash” basis with no Assumption. If the Close of Escrow occurs with the Assumption, all interest accrued under the Existing Loan through midnight of the Loanday immediately preceding the Close of Escrow shall be paid by Seller, including but not limited to: (i) with Buyer responsible for all interest under the Existing Lender’s assumption fee Loan accruing thereafter, Buyer shall pay any recording charges with respect to the Assumption Documents, and Buyer shall, at the Close of Escrow, receive a credit against the Purchase Price in an amount equal to the amount of one percent (1.0%) of the then outstanding principal balance of the Existing Loan; (ii) legal fees and expenses . Prior to the Close of Escrow, Seller agrees not to modify the terms of the special counsel representing the beneficial holder of the promissory note described in the Existing Loan Documents; (iii) document filing fees and title insurance endorsement fees required by Existing Lender; and (iv) legal fees for opinions of counsel required by Existing Lender (collectively, the “Loan Assumption Related Fees”). In addition to the foregoing, Buyer shall not except as may be responsible for and Seller shall be solely responsible for the costs of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not related to the Loan Assumption. In connection with such approval, the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption. If the purchase and sale contemplated under this Agreement is consummated without the Assumption, and then at the Close of Escrow, Seller shall execute pay all amounts necessary to convey the Property free and clear of the Existing Loan including, without limitation, the payment of any and all applications prepayment penalties or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability sums payable under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to ClosingExisting Loan.

Assumption of Existing Loan. (a) Unless Purchaser elects the Loan Prepayment, a portion of the Purchase Price shall be deemed paid by Purchaser acquiring title to the Property encumbered by, and Purchaser's assumption of, the mortgage loan in the initial principal amount of Thirty-One Million and No/100 Dollars ($31,000,000.00) made by Great American Life Insurance Company (the "Lender", and together with any servicer of the Existing Loan, collectively referred to herein as the "Existing Lender") to Seller on December 20, 2012 (the "Existing Loan"). At Closing, Buyer intends to assume the loan (the “Loan Assumption”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing unless Purchaser elects the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank NorthwestPrepayment pursuant to Section 2.4(c) below, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited to: (i) the Existing Lender’s assumption fee in the amount of one percent (1.0%) of the then outstanding principal balance of the Existing Loan shall be applied and credited toward the payment of the Purchase Price. Promptly following the Contract Date, Seller shall (i) notify the Existing Lender of its desire to transfer the Property subject to the Existing Loan; , (ii) legal fees introduce Purchaser to the Existing Lender and expenses of the special counsel representing the beneficial holder of the promissory note described in the Loan Documents; (iii) document filing fees work in good faith with Purchaser and title insurance endorsement fees Existing Lender to obtain, prior to the Consent Notice Deadline, information from the Existing Lender regarding the terms upon which an assignment of the Existing Loan would be approved. After the Consent Notice Deadline, if this Agreement remains in effect, Purchaser shall commence the application process required by the Existing Lender; Lender for the assumption of the Existing Loan, together with the assumption and (iv) legal fees for opinions application fee(s), if any, required to process the Purchaser's proposed assumption of counsel required the Existing Loan, and Purchaser and Seller shall thereafter diligently pursue said assignment and assumption of the Existing Loan. Prior to the expiration of the Feasibility Period, Purchaser and Seller shall use good faith efforts to obtain a term sheet approved by Purchaser and Seller in their reasonable discretion or other written evidence provided by Existing Lender (collectivelyA) confirming that Purchaser's assumption of the Existing Loan has been approved and will be consummated on or prior to the Closing Date, and (B) setting forth the material terms and conditions upon which Existing Lender has agreed to approve Purchaser's assumption of the Existing Loan and release all obligations of Seller and any guarantors of the Existing Loan, including, without limitation, the “amount of any assumption and application fees and the identity of any guarantors and/or indemnitors which are to replace the current guarantors and/or indemnitors under the Existing Loan (the "Loan Assumption Related Fees”Term Sheet"). In addition For the avoidance of doubt, Seller shall only have approval rights over that portion of the Loan Assumption Term Sheet that sets forth the terms and conditions of the aforementioned release of Seller and any guarantors of the Existing Loan. Purchaser shall provide Seller with copies of all material correspondence (omitting any information which is confidential or proprietary in nature) between Purchaser and Existing Lender relating to the foregoingstatus of the request to assume the Existing Loan. If Purchaser's assumption of the Existing Loan is approved by Existing Lender upon the terms and conditions set forth in the Loan Assumption Term Sheet, Buyer shall not be responsible for and Seller Purchaser shall be solely responsible for the costs payment of curing any defaults and all assumption fees and other expenses (including legal fees) charged by Seller under the Existing Lender relating to the assumption of the Existing Loan (the "Existing Loan Assumption Fees"). (b) Notwithstanding anything to the contrary contained herein, unless Purchaser elects the Loan and all other costs and expenses incurred by Seller under Prepayment pursuant to Section 2.4(c) below (in which case the Loan whether termination right of Purchaser set forth in this paragraph shall not be applicable), Purchaser shall have the right to terminate this Agreement if (i) at any time, the Existing Lender has indicated in writing that it has disapproved or will not related consent to the assumption of the Existing Loan Assumption. In connection with by Purchaser (provided that Purchaser shall deliver such approval, termination notice to Seller within five (5) business days of Purchaser's receipt of such written notice); or (ii) the parties shall diligently, promptly and in good faith attempt to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect fails to such approval. Buyer agrees approve the assumption of the Existing Loan by Purchaser upon the terms and conditions agreed to make application to the by Purchaser, Seller and Existing Lender for as set forth in the Loan Assumption within ten (10) business days from Buyer’s receipt Term Sheet. If Purchaser terminates this Agreement pursuant to this Section 2.4(b), then neither Seller nor Purchaser shall have any further obligation under this Agreement except for those obligations which expressly survive the termination of all Property Informationthis Agreement, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part of the Loan Assumption process. The documents evidencing the Loan Assumption shall provide that from and after the Closing Date Seller is to be released by Existing Lender of all liability under the Loan Documents, and further such documents shall contain mutual indemnities between Buyer and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately promptly refunded to Buyer if approval Purchaser. Purchaser shall provide to Seller a copy of Buyer’s any written notices or other correspondence received by Purchaser from Existing Lender which indicate that Existing Lender may not approve or consent to the assumption of the Existing Loan is denied by Purchaser. (c) Purchaser may elect not to assume the Existing Loan at Closing and remit to Seller cash in the full amount of the Purchase Price, in which case Seller will pay the Existing Loan in full at Closing (the "Loan Prepayment"); provided, however, Purchaser shall be solely responsible for the payment of any and all prepayment fees and other expenses (including legal fees) charged by the Existing Lender relating to the Loan Prepayment. Purchaser shall deliver written notice to Seller on or is before the expiration of the Feasibility Period stating whether Purchaser has chosen to assume the Existing Loan or has chosen Loan Prepayment. If Purchaser does not obtained provide such notice prior to Closingthe end of the Feasibility Period, Purchaser shall be deemed to have chosen (i) Loan Prepayment, if no Loan Assumption Term Sheet has been agreed upon and executed by Purchaser, Seller and Existing Lender prior to the end of the Feasibility Period, or (ii) assumption of the Existing Loan, if a Loan Assumption Term Sheet has been agreed upon and executed by Purchaser, Seller and Existing Lender prior to the end of the Feasibility Period. Promptly following Purchaser’s election or deemed election not to assume the Existing Loan, Seller shall give notice of prepayment to the Existing Lender and, subject to Purchaser's payment of the prepayment fees and other expenses relating to the Loan Prepayment as set forth herein, Seller shall deliver title to the Property at Closing free and clear of any Encumbrance relating to or securing the Existing Loan. Notwithstanding anything in this Agreement to the contrary, if the Existing Lender requires that the Closing occur on a particular date in order to allow Loan Prepayment or assumption of the Existing Loan, the Closing Date may be extended for up to thirty (30) days in order to accommodate such requirement.

Assumption of Existing Loan. At Seller hereby agrees that Purchaser shall have an additional thirty (30) days following the expiration of the Inspection Period (“Financing Contingency Period”) to obtain the necessary approvals from the existing lender of the Existing Loan and HUD, if applicable, to allow Purchaser to assume, at Closing, Buyer intends the Existing Loan, provided that the Financing Contingency Period may be extended for an additional thirty (30) days upon written notice from Purchaser to Seller given prior to the thirtieth (30th) day after the Inspection Period. If Purchaser is unable to obtain the approval of the existing lender or HUD, if applicable, by the last day of the Financing Contingency Period, Purchaser shall, within three (3) business days after the expiration of the Financing Contingency Period, elect to (i) payoff and satisfy all obligations of the Existing Loan including the payment of any prepayment penalties and/or fees and Close on its purchase of the Property or (ii) terminate this Agreement and receive a refund of its Xxxxxxx Money from Escrow Agent . If Purchaser fails to provide notice of its election to terminate this Agreement pursuant to (i) or (ii) above within said three (3) day period, Purchaser shall be deemed to have elected option (ii) above. (a) each of Seller and Purchaser shall make all commercially reasonable efforts to obtain VHDA’s consent (and the consent of HUD, if applicable) to the assignment and assumption of the Existing Loan in accordance with the terms of this Agreement, including completing and submitting to VHDA VHDA’s Application for Assumption Commitment promptly after Purchaser receives VHDA’s form, and including providing all other cooperation the other party reasonably requests toward that end. Seller, at no material cost or expense to itself, agrees to cooperate with Purchaser in connection with Purchaser’s preparation of all applications and submissions contemplated hereunder and, without limiting the generality of the foregoing, shall furnish such information and execute and deliver such documents on behalf of the Seller as may be reasonably required in connection therewith. Purchaser and Seller shall establish a mutual understanding for all communications between Seller, its property manager, or other representative of the Seller and VHDA and HUD or any tenant or tenants of the Property regarding the terms and conditions of any proposed or submitted application contemplated in connection herewith. (b) at Closing, Seller shall assign the Existing Loan to Purchaser, and Purchaser shall assume the loan Existing Loan, with VHDA’s written consent, under an assignment and assumption agreement (the “Loan AssumptionAssignment and Assumption Agreement”) evidenced by a note in the original principal amount of Seventeen Million Twenty-Four Thousand and no/100 Dollars ($17,024,000.00) (the “Loan”). Documents securing the Loan currently encumber the Property. The Loan was originally made by Xxxxx Fargo Bank Northwest, N.A. as Trustee and is currently serviced by Xxxxx Fargo Bank Northwest, N.A. (collectively with any successors and assigns, the “Existing Lender”), and is evidenced and/or secured by a number of documents, which are hereinafter collectively referred to as the “Loan Documents” are listed on Exhibit “H” attached hereto and incorporated by reference. The Existing Lender’s consent and approval is required before Buyer will be permitted to assume the Loan. Buyer shall pay all costs, fees and expenses in connection with Buyer attempting to obtain Existing Lender’s approval of the assumption of the Loan, including but not limited tothat: (i) imposes no obligation or liability on Seller under the Loan Documents with respect to any period after Closing, with the same effect as if Seller were paying off the Existing Lender’s assumption fee Loan in the amount of one percent (1.0%) of the outstanding principal balance of the Loanfull at Closing; (ii) legal fees and expenses of the special counsel representing the beneficial holder of the promissory note described in imposes no obligation or liability on Purchaser under the Loan DocumentsDocuments with respect to any period prior to Closing, with the same effect as if the Existing Loan were first being disbursed to Purchaser at Closing; (iii) document filing fees and title insurance endorsement fees required by Existing Lenderdoes not modify any of the terms or provisions of the Loan Documents in any material respect; and (iv) legal fees for opinions contains an estoppel, to VHDA’s knowledge, that no defaults exist on the part of counsel required by Seller under the Loan Documents (the Loan Assignment and Assumption Agreement and any other documents the VHDA requires Seller and/or Purchaser to execute and deliver as a condition to the assignment and assumption of the Existing Lender (Loan to Purchaser are, collectively, the “Loan VHDA Assumption Related FeesDocuments”). In addition to ; (c) Seller and FC Hamptons Associates, L.P., the foregoinglimited partner of Seller, Buyer shall not be responsible for and Seller shall be solely responsible for the indemnify Purchaser against all costs or liabilities caused by a recapture of curing any defaults by Seller under the Loan and all other costs and expenses incurred by Seller under the Loan whether or not Low Income Housing Tax Credits related to a failure to comply with the Loan Assumption. In connection with such approvalrequirements of Section 42 of the Internal Revenue Code (including, without limitation, the parties “Minimum Set-Aside Test” and “Rent Restriction Test”) arising during Seller’s period of ownership. Purchaser shall diligently, promptly and in good faith attempt indemnify Seller against all costs or liabilities caused by a recapture of Low Income Housing Tax Credits related to obtain such approval and both parties will supply the information reasonably requested by Existing Lender with respect a failure to such approval. Buyer agrees to make application to the Lender for the Loan Assumption within ten (10) business days from Buyer’s receipt of all Property Information, and Seller hereby authorizes Buyer to contact Existing Lender directly regarding the Loan Assumption. Seller and Buyer shall cooperate in all respects in connection comply with the Loan Assumption, and Seller shall execute any and all applications or other documents required by Existing Lender as part requirements of Section 42 of the Loan Assumption process. The documents evidencing Internal Revenue Code (including, without limitation, the Loan Assumption shall provide that “Minimum Set-Aside Test” and “Rent Restriction Test”) arising from and after the Closing Date Seller is Date. All parties hereby agree that, to be released by Existing Lender of all liability under the Loan Documentsevidence such ongoing indemnification, and further such documents each shall contain mutual indemnities between Buyer execute an Indemnification Agreement reasonably satisfactory to Purchaser and Seller for costs, obligations and liabilities arising under the Loan Documents after and before the Closing Date, respectively. It shall be a condition precedent to Buyer’s obligation to close that the terms of the Loan Assumption be acceptable to Buyer in Buyer’s sole and absolute discretion. This Agreement shall automatically terminate and the Deposit shall be returned immediately to Buyer if approval of Buyer’s assumption of the Loan is denied or is not obtained prior to at Closing.