Common use of Existing Loans Clause in Contracts

Existing Loans. (a) The Contributors have obtained certain financing encumbering the Property referred to as the Excel Centre from CIBC with a principal balance, as of September 30, 2009, of approximately $13,054,774 (the “Existing Loan”). Such Existing Loan, including any related notes, deed of trusts, financing statements, amendments, modifications, assignments, and all other documents or instruments evidencing or securing such Existing Loan, shall be referred to, collectively, as the “Existing Loan Documents.” The Existing Loan shall be considered a “Permitted Lien” for purposes of this Agreement and Exhibit F hereto. The Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the holder of each mortgage or deed of trust related to the Existing Loan (each a “Lender”) prior to Closing), or (ii) take title to the Property Interest subject to the lien of the Existing Loan Documents; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence, the Operating Partnership may nonetheless, at its sole discretion, cause the Existing Loan to be refinanced or repaid after the Closing. (b) In connection with the assumption of the Existing Loan at the Closing, the Operating Partnership shall be responsible for any assumption fee or prepayment premium assessed by the Lender and associated with such assumption, refinancing or payoff prior to maturity and any other related fees, charges, costs or expenses. Each Contributor shall use commercially reasonable efforts along with the Operating Partnership in seeking to process approval of the assumption of the Existing Loan or in beginning the process for any refinancing or payoff.

Existing Loans. (a) The Contributors have obtained Property is encumbered with certain financing encumbering as set forth on Section 3.3(q) of the Property referred to as the Excel Centre from CIBC with a principal balance, as of September 30, 2009, of approximately $13,054,774 Disclosure Letter (each an “Existing Loan” and collectively the “Existing LoanLoans”). Such Existing Loan, including any related notes, deed mortgages, deeds of trusts, financing statements, amendments, modifications, assignments, trust and all other documents or instruments evidencing evidencing, governing or securing such Existing LoanLoans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted LienEncumbrance” for purposes of this Agreement and Exhibit F heretoAgreement. The With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the holder of each mortgage or deed of trust lender related to the such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), or (ii) take title to the Property Interest subject to the lien of the applicable Existing Loan DocumentsDocuments or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentencesentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, may cause the such Existing Loan to be refinanced or repaid after the Closing. Contributor acknowledges that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals and each of their respective Affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, each of the Principals and each of their respective Affiliates. (b) In connection with the assumption of the each Existing Loan or the taking of title to the Property Interest subject to the lien of the applicable Existing Loan Documents at the Closing or refinancing or payoff of an Existing Loan or release of any mortgage encumbering the Property after the Closing, as applicable, the Operating Partnership shall bear and be responsible for any assumption fee or prepayment premium premium, or other penalty or charge assessed by the applicable Lender pursuant to the Existing Loan Documents and associated with such assumption, refinancing or payoff prior to maturity or release, as applicable, and any all other related fees, charges, costs and expenses of any nature whatsoever, including without limitation, reasonable attorneys’ fees, incurred by or expenseson behalf of Contributor in connection therewith (collectively, “Existing Loan Fees”), and shall indemnify and hold harmless Contributor, the Principals and each of their respective Affiliates from and against any liability under the Existing Loans arising from and after the Closing (including by reason of the failure to have obtained any necessary consents from each applicable Lender prior to Closing) and any Existing Loan Fees. Each Nothing contained in this Agreement shall preclude the Operating Partnership from reducing or increasing the indebtedness secured by the Property Interest below or above the amount outstanding on the Existing Loans in connection with any refinancing which may occur concurrently with or after Closing. Contributor shall use commercially reasonable efforts along with the Operating Partnership in seeking to process obtain approval of the assumption of the an Existing Loan or in beginning the process for any refinancing or payoffa payoff of an Existing Loan (such as, without limitation, requesting a payoff statement and estoppel from the holder(s) of such Existing Loan), as applicable. Nothing contained in this Agreement shall be deemed to affect any limitation on the Operating Partnership’s ability to reduce the amount of indebtedness secured by the Property Interest pursuant to the terms of the Tax Protection Agreement.

Existing Loans. (a) The Contributors have obtained Property is encumbered with certain financing encumbering the Property referred to as the Excel Centre from CIBC with a principal balance, as of September 30, 2009, of approximately $13,054,774 set forth on Schedule 1.6 (the “Existing Loan”). Such Existing Loan, including any related notes, deed deeds of trusts, financing statements, amendments, modifications, assignments, trust and all other documents or instruments evidencing or securing such Existing Loan, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Existing Loan shall be considered a “Permitted LienEncumbrance” for purposes of this Agreement and Exhibit F heretoAgreement. The Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the holder of each any mortgage or deed of trust related to the such Existing Loan (each a the “Lender”) prior to Closing), or (ii) take title to the Property Interest Interests subject to the lien of the Existing Loan DocumentsDocuments or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentencesentence with respect to an Existing Loan, (x) at or prior to Closing, the Contributor, Soma Square and each of their respective affiliates (as applicable) shall have been released (pursuant to an agreement reasonably satisfactory to the Contributor) from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations with respect to the Existing Loan, and (y) the Operating Partnership may nonetheless, at its sole discretion, cause the such Existing Loan to be refinanced or repaid after the Closing. The Contributor acknowledges that, from the date of the initial filing of the registration statement (the “Initial Filing Date”) in connection with the Public Offering, the Contributor shall use its commercially reasonable efforts to facilitate, within sixty (60) days from the Initial Filing Date, the consent of the Lender to the Operating Partnership’s assumption of the Existing Loan if the Operating Partnership intends to assume such Existing Loan at the Closing. (b) In connection with the assumption of the Existing Loan at the Closing or refinancing or payoff of an Existing Loan at or after the Closing, as applicable, the Operating Partnership shall bear and be responsible for any assumption fee or prepayment premium assessed by the Lender and associated with such assumption, refinancing or payoff prior to maturity maturity, as applicable, and any other related reasonable fee, charge, legal fees, chargescost or expense incurred by or on behalf of the Contributor in connection therewith (collectively, costs “Existing Loan Fees”), and subject to Section 3.5, shall indemnify and hold harmless the Contributor from and against its Allocable Share (as defined in Section 2.6(f) below) of any liability under the Existing Loan arising from and after the Closing (including by reason of the failure to have obtained any necessary consents from each applicable Lender prior to Closing) and any Existing Loan Fees. Nothing contained in this Agreement shall preclude the Operating Partnership from reducing or expensesincreasing the indebtedness secured by the Property Interests below or above the amount outstanding on the Existing Loan in connection with any refinancing which may occur concurrently with or after Closing. Each The Contributor acknowledges that it shall be obligated to use commercially reasonable efforts (at no cost or expense to the Contributor) along with the Operating Partnership in seeking to process obtain approval of the assumption of the an Existing Loan or in beginning the process for any refinancing or payoffa payoff of the Existing Loan (such as, without limitation, requesting a payoff statement from the holder(s) of the Existing Loan), as applicable. (c) The Operating Partnership and the Company acknowledge that the Existing Loan Documents require at least thirty (30) days' prior written notice to the Lender in connection with any prepayment of the Existing Loan. If such prepayment notice is given by the Operating Partnership or the Company (or by or on behalf of the Contributor at the written request or with the written approval of either of them) but the Closing does not occur for any reason, then (without limitation on Section 1.6(b)) the Operating Partnership and the Company shall indemnify and hold harmless the Contributor from and against its Allocable Share of any liability under the Existing Loan or to the Lender arising by reason of the failure to prepay the Existing Loan after having given such prepayment notice.

Existing Loans. (a) The Contributors have obtained Each Property is encumbered with certain financing encumbering the Property referred to as the Excel Centre from CIBC with a principal balanceset forth on Schedule 4.4 (each, as of September 30, 2009, of approximately $13,054,774 (the an “Existing Loan”). Such Existing Loan, including any related notes, deed deeds of trusts, financing statements, amendments, modifications, assignments, trust and all other documents or instruments evidencing or securing such Existing LoanLoans, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted Lien” for purposes of this Agreement and Exhibit F heretoAgreement. The With respect to each Existing Loan, the Operating Partnership Partnership, at its election and in its sole and absolute discretion, shall either (i) assume the Existing Loan at the Closing Closing, (ii) take title to the applicable Property subject to the lien of the applicable Existing Loan Documents, or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing, in each case, subject to obtaining any necessary consents consent, if applicable, from the holder of each mortgage or deed of trust related lender with respect to the such Existing Loan (each a “Lender”) prior to Closing), or (ii) take title to the Property Interest subject to the lien of the Existing Loan Documents; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentencesentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at in its sole and absolute discretion, cause the such Existing Loan to be refinanced or repaid after the Closing. (b) Each Contributor acknowledges that, from the date of the initial filing of the registration statement (the “Initial Filing Date”) in connection with the Public Offering, it shall use its commercially reasonable efforts to assist the Participating Companies and the Operating Partnership in obtaining, within sixty (60) days from the Initial Filing Date or as soon as possible thereafter, the consent of the Lenders to the Operating Partnership’s assumption of those Existing Loans which the Operating Partnership intends to assume at the Closing. In addition, at or prior to the Closing, (i) each Contributor shall cooperate with the Operating Partnership and any applicable Participating Company (or its subsidiaries) in connection with the efforts of the Participating Companies and the Operating Partnership to cause each Lender with respect to the Existing Loans that the Operating Partnership intends to assume at the Closing to release such Contributor and each of its affiliates (each as applicable) from any liability in respect of obligations first arising after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations, or (ii) in the absence of such release described in clause (i), from and after the Closing and until such time as each Existing Loan has been refinanced or repaid in full, or each Lender has otherwise agreed in writing to release each Contributor and each of its affiliates (each as applicable) from any further liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations under the Existing Loan Documents, the Operating Partnership shall, if applicable, indemnify the Contributors and each of their respective affiliates in respect of any such further liabilities that have not been so released, except that the Operating Partnership shall not be required to indemnify the Contributors or their respective affiliates to the extent that any such liability results from a breach of any obligation relating to the Contributors or their respective affiliates under the Existing Loan Documents (e.g., an obligation not to make or permit transfers, maintain a certain net worth or liquidity, or deliver financials) or from any act or omission constituting fraud, gross negligence, willful misconduct, bad faith or a default under this Agreement by any of the Contributors. (c) In connection with the assumption of the each Existing Loan at the Closing or refinancing or payoff of an Existing Loan at or after the Closing, as applicable, the Operating Partnership shall bear and be responsible for any assumption fee or prepayment premium assessed by the applicable Lender and associated with such assumption, refinancing or payoff prior to maturity maturity, as applicable, and any other related feesreasonable fee, chargescharge, costs legal fee, cost or expensesexpense incurred by or on behalf of any Contributor in connection therewith (collectively, “Existing Loan Fees”). Each Contributor Any Existing Loan Fees associated with an Existing Loan shall be calculated solely with respect to such Existing Loan and shall not be aggregated or combined with any Existing Loan Fees associated with any other Existing Loan. Nothing contained in this Agreement shall preclude the Operating Partnership from reducing or increasing the indebtedness secured by the Property below or above the amount outstanding on the Existing Loans in connection with any refinancing which may occur concurrently with or after Closing. The Contributors acknowledge that they shall each be obligated to use commercially reasonable efforts (at no cost or expense to the Contributors) along with the Operating Partnership Partnership, in seeking cooperating with the applicable Participating Companies (and their subsidiaries) to process obtain approval of the assumption of the an Existing Loan or in beginning the process for any refinancing or payoffa payoff of an Existing Loan (such as requesting a payoff statement from the holder(s) of such Existing Loan), as applicable.

Existing Loans. (a) The Contributors have obtained Each Property is encumbered with certain financing encumbering reflected in the Property referred to Financial Statements (as the Excel Centre from CIBC with a principal balance, as of September 30, 2009, of approximately $13,054,774 defined in Exhibit C) (each an “Existing Loan” and collectively the “Existing LoanLoans”). Such Existing Loan, including any related notes, deed loan agreements, deeds of trusts, financing statements, amendments, modifications, assignments, trust and all other documents or instruments evidencing or securing such Existing LoanLoans, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted LienEncumbrance” for purposes of this Agreement and Exhibit F heretoAgreement. The If required under the terms of any Existing Loan Documents, the Operating Partnership at its election shall either (i) assume the each Existing Loan at the Closing (subject to obtaining Closing. The Contributor shall obtain any necessary consents from the holder of each mortgage or deed of trust related to the such Existing Loan (in each case, a “Lender” and, collectively the “Lenders”) prior to Closing), or (ii) take title to and consummate the Property Interest Formation Transactions subject to the lien Lien of the applicable Existing Loan Documents; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence, the Operating Partnership may nonetheless, at its sole discretion, thereafter cause the any Existing Loan to be refinanced or repaid after the Closing. (b) In connection with the assumption of the Existing Loan Loans at the Closing, the Operating Partnership shall bear and be responsible for any title costs, assumption fee or fee, prepayment premium or defeasance cost assessed by the applicable Lender and associated with such assumption, refinancing or payoff prior to maturity maturity, as applicable, and any other related reasonable fee, charge, legal fees, charges, costs cost or expenses. Each Contributor shall use commercially reasonable efforts along with the Operating Partnership in seeking to process approval expense incurred by or on behalf of the assumption Contributor in connection therewith (collectively, “Existing Loan Fees”), and subject to Section 3.5, shall indemnify, defend and hold harmless the Contributor and its affiliates from and against any liability under the Existing Loans arising from and after the Closing (including by reason of the failure to have obtained any necessary consents from each applicable Lender prior to Closing) and any Existing Loan or in beginning the process for any refinancing or payoffFees.

Existing Loans. (a) The Contributors have obtained Each Property is encumbered with certain financing encumbering the Property referred to as the Excel Centre from CIBC with a principal balance, as of September 30, 2009, of approximately $13,054,774 set forth on Schedule 1.6 (each an “Existing Loan” and collectively the “Existing LoanLoans”). Such Existing Loan, including any related notes, deed deeds of trusts, financing statements, amendments, modifications, assignments, trust and all other documents or instruments evidencing or securing such Existing LoanLoans, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted LienEncumbrance” for purposes of this Agreement and Exhibit F heretoAgreement. The With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the holder of each mortgage or deed of trust related to the such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), or (ii) take title to the applicable Property Interest Interests subject to the lien of the applicable Existing Loan Documents, or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentencesentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, cause the such Existing Loan to be refinanced or repaid after the Closing. The Contributors acknowledge that, from the date of the initial filing of the registration statement (the “Initial Filing Date”) in connection with the Public Offering, they shall use their commercially reasonable efforts to facilitate, within sixty (60) days from the Initial Filing Date, the consent of the Lenders to the Operating Partnership’s assumption of those Existing Loans which the Operating Partnership intends to assume at the Closing. In addition, at or before the Closing, the Contributors shall have caused each Lender related to those Existing Loans which the Operating Partnership intends to assume at the Closing to have released the Contributors, the Farallon Contributors and each of their respective affiliates (each as applicable) from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations or, in the absence of such release, the Operating Partnership shall have entered into an indemnification agreement with respect to the Contributors’, the Farallon Contributors’ and each of their respective affiliates’ obligations (as applicable) under the respective Existing Loan Documents. From and after the Closing and until such time as each Existing Loan has been refinanced or repaid in full, or each Lender has otherwise agreed in writing to release the Contributors, the Farallon Contributors and each of their respective affiliates (each as applicable) from any further liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations under the Existing Loan Documents, the Operating Partnership shall, if applicable, indemnify the Contributors, the Farallon Contributors and each of their respective affiliates in respect of any such further liabilities that have not been so released, except to the extent any such liability results from a breach of any obligation relating to the Contributors, the Farallon Contributors or their respective affiliates under the Existing Loan Documents (e.g., an obligation not to make or permit transfers, maintain a certain net worth or liquidity, or deliver financials) or from any act or omission constituting fraud, gross negligence, willful misconduct, bad faith or a default under this Agreement by either of the Contributors. (b) In Subject to Section 1.6(c) below, in connection with the assumption of the each Existing Loan at the Closing or refinancing or payoff of an Existing Loan at or after the Closing, as applicable, the Operating Partnership shall bear and be responsible for any assumption fee or prepayment premium assessed by the applicable Lender and associated with such assumption, refinancing or payoff prior to maturity maturity, as applicable, and any other related reasonable fee, charge, legal fees, chargescost or expense incurred by or on behalf of either Contributor in connection therewith (collectively, costs “Existing Loan Fees”), and subject to Section 3.5, shall indemnify and hold harmless each Contributor from and against the Contributors’ Allocable Share (as defined in Section 2.6(f) below) of any liability under the Existing Loans arising from and after the Closing (including by reason of the failure to have obtained any necessary consents from each applicable Lender prior to Closing) and any Existing Loan Fees. Any Existing Loan Fees associated with an Existing Loan shall be calculated solely with respect to such Existing Loan and shall not be aggregated or expensescombined with any Existing Loan Fees associated with any other Existing Loan. Each Contributor Nothing contained in this Agreement shall preclude the Operating Partnership from reducing or increasing the indebtedness secured by the Property Interests below or above the amount outstanding on the Existing Loans in connection with any refinancing which may occur concurrently with or after Closing. The Contributors acknowledge that they shall each be obligated to use commercially reasonable efforts (at no cost or expense to the Contributors) along with the Operating Partnership in seeking to process obtain approval of the assumption of the an Existing Loan or in beginning the process for any refinancing or payoffa payoff of an Existing Loan (such as, without limitation, requesting a payoff statement from the holder(s) of such Existing Loan), as applicable. (c) The parties acknowledge that Xxxxxx Capital, LLC is the borrower under the corporate credit facility set forth on Schedule 1.6 (the “Credit Facility”), which, as of the date hereof, has an outstanding principal balance in the amount set forth on Schedule 1.6. At or prior to Closing, the Contributors shall cause, at their sole cost and expense, and without any increase or other credit to the Total Consideration owing to the Contributors, Xxxxxx Capital, LLC to be fully and unconditionally released and discharged from any and all duties, covenants and/or obligations under the Credit Facility, including, without limitation, for any remaining principal balance or accrued and unpaid interest owing under the Credit Facility (whether such release and discharge is accomplished by the assumption of such remaining obligations by the Contributors and a written release by the lender thereunder in favor of Xxxxxx Capital, LLC or the refinance or repayment in full of such remaining obligations). Additionally, at or prior to the Closing, the Contributors shall cause Xxxxxx Capital, LLC and any affiliate thereof (other than the Contributors, if applicable) to be fully and unconditionally released and discharged from any and all liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (if any) with respect to the Credit Facility.

Existing Loans. (a) The Contributors have obtained Each Property is encumbered with certain financing encumbering the Property referred to as the Excel Centre from CIBC with a principal balance, as of September 30, 2009, of approximately $13,054,774 set forth on Schedule 1.6 (each an “Existing Loan” and collectively the “Existing LoanLoans”). Such Existing Loan, including any related notes, deed loan agreements, deeds of trusts, financing statements, amendments, modifications, assignments, trust and all other documents or instruments evidencing or securing such Existing LoanLoans, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted LienEncumbrance” for purposes of this Agreement and Exhibit F heretoAgreement. The Operating Partnership shall assume the Existing Loan encumbering the real property located in Albuquerque, New Mexico (the “Assumed Loan”), provided that the Operating Partnership shall have obtained any necessary consents from the holder of such mortgage or deed of trust related to such Existing Loan prior to Closing, and as to the other Existing Loans at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining Closing, provided that the Operating Partnership shall have obtained any necessary consents from the holder of each mortgage or deed of trust related to the such Existing Loan (in each case, a “Lender” and, collectively with the lender under the Assumed Loan, the “Lenders”) prior to Closing), or (ii) take title to and consummate the Property Interest Formation Transactions subject to the lien of the applicable Existing Loan DocumentsDocuments or (ii) otherwise cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that in the case of the Assumed Loan or if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentencesentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, thereafter cause the such Existing Loan to be refinanced or repaid after the Closing. From and after the Effective Date, the Contributor and the Operating Partnership shall each use its commercially reasonable efforts to, confidentially or otherwise, facilitate, within sixty (60) days from the Effective Date, the consent of the Lenders to the Operating Partnership’s assumption of the Assumed Loan and those Existing Loans which the Operating Partnership elects to assume at the Closing, and all other Approvals (as hereinafter defined). The Contributor hereby agrees to use commercially reasonable efforts along with the Operating Partnership in seeking to obtain approval of the assumption of the Assumed Loan and any Existing Loan which the Operating Partnership elects to assume or in beginning the process for any refinancing or a payoff of an Existing Loan (such as, without limitation, requesting a payoff statement from the holder(s) of such Existing Loan), as applicable; provided, however, that the Contributor shall not be obligated to incur any out-of-pocket costs or other material costs in performing such obligations. In addition, at or before the Closing, the Operating Partnership and the Contributor shall have caused, as a condition to the right of the Operating Partnership to assume an Existing Loan, the Lender related to such Existing Loan which the Operating Partnership intends to assume in connection with the Closing to have released the Contributor and its affiliates from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations. (b) In connection with the assumption of an Existing Loan at the Closing or refinancing or payoff of an Existing Loan at the Closing, as applicable, the Operating Partnership shall bear and be responsible for any title costs, assumption fee or fee, prepayment premium or defeasance cost assessed by the applicable Lender and associated with such assumption, refinancing or payoff prior to maturity maturity, as applicable, and any other related reasonable fee, charge, legal fees, chargescost or expense incurred by or on behalf of the Contributor in connection therewith (collectively, costs “Existing Loan Fees”), and subject to Section 3.5, shall indemnify, defend and hold harmless the Contributor and its affiliates from and against any liability under the Existing Loans arising from and after the Closing (including by reason of the failure to have obtained any necessary consents from each applicable Lender prior to Closing) and any Existing Loan Fees. Any Existing Loan Fees associated with an Existing Loan shall be calculated solely with respect to such Existing Loan and shall not be aggregated or expensescombined with any Existing Loan Fees associated with any other Existing Loan. Each Contributor Nothing contained in this Agreement shall use commercially reasonable efforts along with preclude the Operating Partnership in seeking to process approval of from reducing or increasing the assumption of indebtedness secured by the Properties below or above the amount outstanding on the Existing Loan or Loans in beginning the process for connection with any refinancing which may occur concurrently with or payoffafter Closing. The indemnity set forth in this Section 1.6(a) shall survive Closing.

Existing Loans. (a) The Contributors have obtained certain financing encumbering the Property referred to as the Excel Centre Five Forks Place from CIBC General Electric Capital Corporation with a principal balance, as of September 30, 2009, of approximately $13,054,774 5,447,203. (the “Existing Loan”). Such Existing Loan, including any related notes, deed of trusts, financing statements, amendments, modifications, assignments, and all other documents or instruments evidencing or securing such Existing LoanLoans, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted Lien” for purposes of this Agreement and Exhibit F E hereto. The Operating Partnership Company at its election shall either (i) assume the applicable Existing Loan at the Closing (subject to obtaining any necessary consents from the holder of each mortgage or deed of trust related to the Existing Loan Loans (each a “Lender” and collectively the “Lenders”) prior to Closing), or (ii) take title to the Property Interest subject to the lien of the Existing Loan Documents; provided, however, that if the Operating Partnership Company elects to proceed under clauses (i) or (ii) of this sentence, the Operating Partnership Company may nonetheless, at its sole discretion, cause the Existing Loan Loans to be refinanced or repaid after the Closing. (ba) In connection with the assumption of the Existing Loan at the Closing, the Operating Partnership shall be responsible for any assumption fee or prepayment premium assessed by the Lender and associated with such assumption, refinancing or payoff prior to maturity and any other related fees, charges, costs or expenses. Each Contributor shall use commercially reasonable efforts along with the Operating Partnership in seeking to process approval of the assumption of the Existing Loan or in beginning the process for any refinancing or payoff.

Existing Loans. (a) The Contributors have obtained Each Property is encumbered with certain financing encumbering the Property referred to as the Excel Centre from CIBC with a principal balance, as of September 30, 2009, of approximately $13,054,774 set forth on Schedule 1.6 (each an “Existing Loan” and collectively the “Existing LoanLoans”). Such Existing Loan, including any related notes, deed of trusts, financing statements, amendments, modifications, assignments, trusts and all other documents or instruments evidencing or securing such Existing LoanLoans, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted LienEncumbrance” for purposes of this Agreement and Exhibit F heretoAgreement. The With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the holder of each mortgage or deed of trust related to the such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), or (ii) take title to the applicable Property Interest Interests subject to the lien of the applicable Existing Loan DocumentsDocuments or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentencesentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, cause the such Existing Loan to be refinanced or repaid after the Closing. The Contributor acknowledges that, from the date of the initial filing of the registration statement (the “Initial Filing Date”) in connection with the Public Offering, the Contributor shall use its commercially reasonable efforts to facilitate, within sixty (60) days from the Initial Filing Date, the consent of the Lenders to the Operating Partnership’s assumption of those Existing Loans which the Operating Partnership intends to assume at the Closing. In addition, at or before the Closing, the Contributor shall have caused each Lender related to those Existing Loans which the Operating Partnership intends to assume in connection with the Closing to have released the Contributor and its affiliates from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations or, in the absence of such release, the Operating Partnership shall have entered into an indemnification agreement with respect to the Contributor and its affiliates’ obligations under the respective Existing Loan Documents. From and after the Closing and until such time as each Existing Loan has been refinanced or repaid in full, or each Lender has otherwise agreed in writing to release the Contributor and its affiliates from any further liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations under the Existing Loan Documents, the Operating Partnership shall, if applicable, indemnify the Contributor and its affiliates in respect of any such further liabilities that have not been so released, except to the extent any such liability results from a breach of any obligation relating to the Contributor or an affiliate thereof under the Existing Loan Documents (e.g., an obligation not to make or permit transfers, maintain a certain net worth or liquidity, or deliver financials) or from any act or omission constituting fraud, gross negligence, willful misconduct, bad faith or a default under this Agreement by the Contributor. (b) In connection with the assumption of the each Existing Loan at the Closing or refinancing or payoff of an Existing Loan at or after the Closing, as applicable, the Operating Partnership shall bear and be responsible for any assumption fee or prepayment premium assessed by the applicable Lender and associated with such assumption, refinancing or payoff prior to maturity maturity, as applicable, and any other related reasonable fee, charge, legal fees, chargescost or expense incurred by or on behalf of the Contributor in connection therewith (collectively, costs “Existing Loan Fees”), and subject to Section 3.5, shall indemnify and hold harmless the Contributor from and against any liability under the Existing Loans arising from and after the Closing (including by reason of the failure to have obtained any necessary consents from each applicable Lender prior to Closing) and any Existing Loan Fees. Any Existing Loan Fees associated with an Existing Loan shall be calculated solely with respect to such Existing Loan and shall not be aggregated or expensescombined with any Existing Loan Fees associated with any other Existing Loan. Each Nothing contained in this Agreement shall preclude the Operating Partnership from reducing or increasing the indebtedness secured by the Property Interests below or above the amount outstanding on the Existing Loans in connection with any refinancing which may occur concurrently with or after Closing. The Contributor acknowledges that it shall be obligated to use commercially reasonable efforts along with the Operating Partnership in seeking to process obtain approval of the assumption of the an Existing Loan or in beginning the process for any refinancing or payoffa payoff of an Existing Loan (such as, without limitation, requesting a payoff statement from the holder(s) of such Existing Loan), as applicable.

Existing Loans. (a) The Contributors have obtained certain financing encumbering the each Property referred to as the Excel Centre from CIBC with a principal balance(i) Greenwich Capital Financial Products, Inc., as evidenced by those certain secured promissory notes in the aggregate original principal amount of September 30, 2009, of approximately $13,054,774 52,000,000 (the “Greenwich Loan”), and (ii) Bank of the West, as evidenced by that certain secured promissory note in the aggregate original principal amount of $25,000,000 (the “BoW Loan” and together with the Greenwich Loan, the “Existing Loans” and each an “Existing Loan”). Such Existing Loan, including any related notes, deed of trusts, financing statements, amendments, modifications, assignments, trusts and all other documents or instruments evidencing or securing such Existing LoanLoans, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted Lien” for purposes of this Agreement and Exhibit F heretoAgreement. The Operating Partnership at its election shall either (i) assume the applicable Existing Loan at the Closing (subject to obtaining any necessary consents from the holder of each mortgage or deed of trust related to the Existing Loan Loans (each a “Lender” and collectively the “Lenders”) prior to Closing), or (ii) take title to the Property Interest subject to the lien of the Existing Loan DocumentsDocuments or (iii) cause the Existing Loans to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence, the Operating Partnership may nonetheless, at its sole discretion, cause the Existing Loan Loans to be refinanced or repaid after the Closing. From the date of the initial filing of the registration statement (the “Initial Filing Date”) in connection with the Public Offering, the Contributors shall use their commercially reasonable efforts to obtain within thirty (30) days from the Initial Filing Date the consent of the Lenders to the assumption of the Existing Loans by the Operating Partnership at the Closing. In addition, at or before the Closing, each Lender related to the Existing Loans shall have released the Contributors and all their respective affiliates from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations or, in the absence of such release, the Operating Partnership shall have entered into an indemnification agreement with respect to the Contributors’ and their respective affiliates’ obligations under the respective Existing Loan Documents. (b) In connection with the assumption of the each Existing Loan at the Closing or refinancing or payoff of an Existing Loan after the Closing, the Operating Partnership shall be responsible for any an assumption fee or and prepayment premium assessed by the Lender lender and associated with such assumption, refinancing or payoff prior to maturity and or any other related reasonable fee, charge, legal fees, chargescost or expense (collectively, costs or expenses. Each Contributor shall use commercially reasonable efforts along with the Operating Partnership in seeking “Assumption Fees”) up to process approval a maximum of one percent (1%) of the assumption outstanding principal balance of the each Existing Loan or in beginning on the process for any refinancing or payoff.date hereof (each an “Assumption Fee Cap”) and, subject

Existing Loans. (a) The Contributors have obtained Each Property is encumbered with certain financing encumbering the Property referred to as the Excel Centre from CIBC with a principal balanceset forth on Schedule 4.4 (each, as of September 30, 2009, of approximately $13,054,774 (the an “Existing Loan”). Such Existing Loan, including any related notes, deed deeds of trusts, financing statements, amendments, modifications, assignments, trust and all other documents or instruments evidencing or securing such Existing LoanLoans, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted Lien” for purposes of this Agreement and Exhibit F heretoAgreement. The With respect to each Existing Loan, the Operating Partnership Partnership, at its election and in its sole and absolute discretion, shall either (i) assume the Existing Loan at the Closing Closing, or (ii) cause the Existing Loan to be refinanced or repaid in connection with the Closing, in each case, subject to obtaining any necessary consents consent, if applicable, from the holder of each mortgage or deed of trust related lender with respect to the such Existing Loan (each a “Lender”) prior to Closing), or (ii) take title to the Property Interest subject to the lien of the Existing Loan Documents; provided, however, that if the Operating Partnership elects to proceed under clauses clause (i) or (ii) of this sentencesentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at in its sole and absolute discretion, cause the such Existing Loan to be refinanced or repaid after the Closing. (b) Each Contributor acknowledges that, from the date of the initial filing of the registration statement (the “Initial Filing Date”) in connection with the Public Offering, it shall use its commercially reasonable efforts to assist the Participating Companies and the Operating Partnership in obtaining, within sixty (60) days from the Initial Filing Date or as soon as possible thereafter, the consent of the Lenders to the Operating Partnership’s assumption of those Existing Loans which the Operating Partnership intends to assume at the Closing. In addition, at or prior to the Closing, (i) each Contributor shall cooperate with the Operating Partnership and any applicable Participating Company (or its subsidiaries) in connection with the efforts of the Participating Companies and the Operating Partnership to cause each Lender with respect to the Existing Loans that the Operating Partnership intends to assume at the Closing to release such Contributor and each of its affiliates (each as applicable) from any liability in respect of obligations first arising after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations, or (ii) in the absence of such release described in clause (i), from and after the Closing and until such time as each Existing Loan has been refinanced or repaid in full, or each Lender has otherwise agreed in writing to release each Contributor and each of its affiliates (each as applicable) from any further liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations under the Existing Loan Documents, the Operating Partnership shall, if applicable, indemnify the Contributors and each of their respective affiliates in respect of any such further liabilities that have not been so released, except that the Operating Partnership shall not be required to indemnify the Contributors or their respective affiliates to the extent that any such liability results from a breach of any obligation relating to the Contributors or their respective affiliates under the Existing Loan Documents (e.g., an obligation not to make or permit transfers, maintain a certain net worth or liquidity, or deliver financials) or from any act or omission constituting fraud, gross negligence, willful misconduct, bad faith or a default under this Agreement by any of the Contributors. (c) In connection with the assumption of the each Existing Loan at the Closing or refinancing or payoff of an Existing Loan at or after the Closing, as applicable, the Operating Partnership shall bear and be responsible for any assumption fee or prepayment premium assessed by the applicable Lender and associated with such assumption, refinancing or payoff prior to maturity maturity, as applicable, and any other related feesreasonable fee, chargescharge, costs legal fee, cost or expensesexpense incurred by or on behalf of any Contributor in connection therewith (collectively, “Existing Loan Fees”). Each Contributor Any Existing Loan Fees associated with an Existing Loan shall be calculated solely with respect to such Existing Loan and shall not be aggregated or combined with any Existing Loan Fees associated with any other Existing Loan. Nothing contained in this Agreement shall preclude the Operating Partnership from reducing or increasing the indebtedness secured by the Property below or above the amount outstanding on the Existing Loans in connection with any refinancing which may occur concurrently with or after Closing. The Contributors acknowledge that they shall each be obligated to use commercially reasonable efforts (at no cost or expense to the Contributors), along with the Operating Partnership Partnership, in seeking cooperating with the applicable Participating Companies (and their subsidiaries) to process obtain approval of the assumption of the an Existing Loan or in beginning the process for any refinancing or payoffa payoff of an Existing Loan (such as requesting a payoff statement from the holder(s) of such Existing Loan), as applicable.

Existing Loans. (a) The Contributors have obtained Each Property is encumbered with certain financing encumbering the Property referred to as the Excel Centre from CIBC with a principal balance, as of September 30, 2009, of approximately $13,054,774 set forth on Schedule 1.6 (each an “Existing Loan” and collectively the “Existing LoanLoans”). Such Existing Loan, including any related notes, deed loan agreements, deeds of trusts, financing statements, amendments, modifications, assignments, trust and all other documents or instruments evidencing or securing such Existing LoanLoans, including any financing statements, and any amendments, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” The Each Existing Loan shall be considered a “Permitted LienEncumbrance” for purposes of this Agreement and Exhibit F heretoAgreement. The Operating Partnership shall assume the Existing Loans encumbering the real properties located in Charleston, South Carolina and Jacksonville, Florida (together, the “Assumed Loan”), provided that the Operating Partnership shall have obtained any necessary consents from the holder of such mortgage or deed of trust related to such Existing Loans prior to Closing, and as to the other Existing Loans at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining Closing, provided that the Operating Partnership shall have obtained any necessary consents from the holder of each mortgage or deed of trust related to the such Existing Loan (in each case, a “Lender” and, collectively with the lenders under the Assumed Loan, the “Lenders”) prior to Closing), or (ii) take title to and consummate the Property Interest Formation Transactions subject to the lien of the applicable Existing Loan DocumentsDocuments or (ii) otherwise cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that in the case of the Assumed Loan or if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentencesentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, thereafter cause the such Existing Loan to be refinanced or repaid after the Closing. From and after the Effective Date, the Contributor and the Operating Partnership shall each use its commercially reasonable efforts to, confidentially or otherwise, facilitate, within sixty (60) days from the Effective Date, the consent of the Lenders to the Operating Partnership’s assumption of the Assumed Loan and those Existing Loans which the Operating Partnership elects to assume at the Closing, and all other Approvals (as hereinafter defined). The Contributor hereby agrees to use commercially reasonable efforts along with the Operating Partnership in seeking to obtain approval of the assumption of the Assumed Loan and any Existing Loan which the Operating Partnership elects to assume or in beginning the process for any refinancing or a payoff of an Existing Loan (such as, without limitation, requesting a payoff statement from the holder(s) of such Existing Loan), as applicable; provided, however, that the Contributor shall not be obligated to incur any out-of-pocket costs or other material costs in performing such obligations. In addition, at or before the Closing, the Operating Partnership and the Contributor shall have caused, as a condition to the right of the Operating Partnership to assume an Existing Loan, the Lender related to such Existing Loan which the Operating Partnership intends to assume in connection with the Closing to have released the Contributor and its affiliates from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations. (b) In connection with the assumption of an Existing Loan at the Closing or refinancing or payoff of an Existing Loan at the Closing, as applicable, the Operating Partnership shall bear and be responsible for any title costs, assumption fee or fee, prepayment premium or defeasance cost assessed by the applicable Lender and associated with such assumption, refinancing or payoff prior to maturity maturity, as applicable, and any other related reasonable fee, charge, legal fees, chargescost or expense incurred by or on behalf of the Contributor in connection therewith (collectively, costs “Existing Loan Fees”), and subject to Section 3.5, shall indemnify, defend and hold harmless the Contributor and its affiliates from and against any liability under the Existing Loans arising from and after the Closing (including by reason of the failure to have obtained any necessary consents from each applicable Lender prior to Closing) and any Existing Loan Fees. Any Existing Loan Fees associated with an Existing Loan shall be calculated solely with respect to such Existing Loan and shall not be aggregated or expensescombined with any Existing Loan Fees associated with any other Existing Loan. Each Contributor Nothing contained in this Agreement shall use commercially reasonable efforts along with preclude the Operating Partnership in seeking to process approval of from reducing or increasing the assumption of indebtedness secured by the Properties below or above the amount outstanding on the Existing Loan or Loans in beginning the process for connection with any refinancing which may occur concurrently with or payoffafter Closing. The indemnity set forth in this Section 1.6(a) shall survive Closing.