Common use of Existing Mortgage Clause in Contracts

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onon . (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then than 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above:: Intentionally Deleted (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information.. Intentionally Deleted (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) : The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of   percent per annum, in monthly installments of $   which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) on   To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) . If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) . Seller shall deliver to Purchaser at Closing a certificate dated not more than that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) . Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Law(“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then than 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises Property shall be conveyed subject Subject to Purchaser's assumption and promise to pay in accordance with its terms the loan (the "Loan") evidenced by that certain Promissory Note (the "Note"), dated 6/21/96 in the original principal sum of SEVEN MILLION EIGHT HUNDRED THIRTY SIX THOUSAND ($7,836,000) DOLLARS payable to the continuing lien order of THE PATRICIAN FINANCIAL CO., A Maryland corporation (the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any"Lender"), and assumption and promise to perform all covenants and obligations of Seller under the documents or instruments governing, securing, evidencing or pertaining to the indebtedness evidenced by the Note (collectively, the "Loan Documents"), including, but not limited to, that certain Indenture of Mortgage, Deed of Trust, Deed to secure Debt, Security Agreement, Fixture Filing, Financing Statement and Assignment of Rents and leases of even date with any balance the Note (the "Deed of principal being due and payable onTrust") recorded in the Real Property Records of Xxxxxx County, Texas. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b(i) is substantially correct Seller will deliver to Purchaser true and agrees that only payments required by complete copies of the existing mortgage will be made between Deed of Trust, the date hereof Note secured thereby and Closingany extensions and modifications thereof in its possession or in the possession of its attorney, and (ii) there are no monetary defaults by Seller under the terms of the Loan Documents and it has received no written notice of any default under any of the terms of the Loan Documents. From and after the Effective Date of this Agreement to the Closing Date, Seller agrees to pay to Lender all installments of principal, interest and escrows and any other sums of which Seller has notice that are due and payable under the Loan Documents, as and when such payments are due. Seller shall use reasonable efforts to provide Purchaser with an Estoppel Certificate from the Lender. Failure of Purchaser to receive an Estoppel Certificate from Lender prior to Closing shall give the Purchaser an option to terminate this Agreement and receive a refund of the deposit or waive the requirement and proceed to closing. (c) Seller shall immediately upon the execution of this Agreement take whatever steps are necessary to contact the Lender and initiate the procedure to procure the right to assign the mortgage to the Purchaser pursuant to an Assignment and Assumption Agreement. The Purchaser and Seller agree to cooperate with the other in procuring permission for Purchaser to purchase the Property and assume the Loan set forth herein above. Seller agrees to provide copies of all correspondence and applications to the Purchaser. The parties further agrees to use their best efforts to procure said approval within the Purchaser's Inspection Period (30 days from the date of this Agreement). (d) Purchaser agrees to execute and deliver to the Lender all documents and instruments reasonably requested by the Lender in CONNECTION WITH THE ASSUMPTION AND further agrees to pay to the Lender all reasonable fees and reasonable expenses of the Lender, and its reasonable counsel fees in connection with the assumption, including, but not limited to, any assumption or transfer fee provided for in the Deed of Trust and the reasonable fees of Lender's attorney in connection with preparation of the assumption documents. Purchaser shall also pay all premiums for any endorsements required by the Lender in connection with the assumption to the Lender's mortgagee policy of title insurance or the cost of a new mortgagee policy of title insurance, if required by the lender. Seller shall not be obligated to incur any expenses other than normally required in a sale and its legal fees. (e) If there is a mortgagee escrow accountaccount or reserve fund, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account or reserve fund to Seller at Closing. (df) Purchaser agrees that it will reasonably cooperate with Seller shall deliver in attempting to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by obtain the holder full and unconditional release of Seller from the obligations arising out of the existing mortgageNote and Loan Documents, but Purchaser shall not be obligated to expend any sum or incur any additional liability on account thereof. In the event Seller and/or Purchaser is unable to obtain the full and unconditional release of Seller from all obligations arising out of the Note and Loan Documents, in form for recordingaddition to other indemnities provided in this Agreement, certifying Purchaser agrees at all times after closing to indemnify, protect, defend, save and hold harmless Seller and its General Partners from and against any and all debts, duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, liens, costs and expenses (including, without limitations, attorney's fees and expenses incurred in connection with enforcing this indemnity or opposing any such claims, damages, or causes of action) and court costs asserted or incurred at any time after the amount Closing Date relating to or arising out of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered the failure by Purchaser or its successors and assigns to Purchaser true perform all covenants and complete copies obligations of borrower under the existing mortgage, the note secured thereby Note and any extensions and modifications thereof, Loan Documents or (ii) a default by Purchaser or its successors and assigns under the existing mortgage is not now, Note and at Loan Documents. This indemnity shall relate to matters first occurring after the time of Closing will not be, in default, Date. This indemnification and (iii) the existing mortgage does not contain any provision that permits obligations thereunder shall survive the holder closing of the mortgage transaction evidenced by this Agreement. However, the Seller shall notify the Purchaser of any claims as made and Seller shall give Purchaser the right to require its immediate payment in full or to change defend any other term thereof by reason of the sale or conveyance of the Premisesclaims which they feel are invalid.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of ___________ percent per annum, in monthly installments of $ $__________ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onon ______________________________. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a 274‑a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then than 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments install- ments of $ which include principal, interest and escrow es- crow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph para- graph 3(b), then the balance of the price payable at Closing under paragraph para- graph 3(d) shall be increased by the amount of the payments of principalprinci- pal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing exist- ing mortgage, in form for recording, certifying the amount of the unpaid un- paid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificatecertifi- cate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment pay- ment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”)institution, it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises Property shall be conveyed subject to Purchaser's assumption and promise to pay in accordance with its terms the continuing lien loan (the "Loan") evidenced by that certain Promissory Note (the "Note"), dated 10/17/89 in the original principal sum of FIVE MILLION FIVE HUNDRED FIFTY THOUSAND ($5,550,000) DOLLARS payable to the existing mortgageorder of MTRUST CORP., which is presently payableNATIONAL ASSOCIATION (the "Lender") the documents or instruments governing, securing, evidencing or pertaining to the indebtedness evidenced by the Note (collectively, the "Loan Documents"), including, but not limited to, that certain Indenture of Mortgage, Deed of Trust, Deed to Secure Debt, Security Agreement, Fixture Filing, Financing Statement and Assignment of Rents and leases of even date with interest at the rate Note (the "Deed of percent per annumTrust") recorded in the Real Property Records of Tarrant County, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onTexas. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b(i) is substantially correct Seller will deliver to Purchaser true and agrees that only payments required by complete copies of the existing mortgage will be made between Deed of Trust, the date hereof Note secured thereby and any extensions and modifications thereof in its possession or in the possession of its attorney, and (ii) there are no monetary defaults by Seller under the terms of the Loan Documents and it has received no written notice of any default under any of the terms of the Loan Documents. From and after the Effective Date of this Agreement to the Closing Date, Seller agrees to pay to Lender all installments of principal, interest and escrows and any other sums of which Seller has notice that are due and payable under the Loan Documents, as and when such payments are due. Seller shall use reasonable efforts to provide Purchaser with an Estoppel Certificate from the Lender. Failure of Purchaser to receive an Estoppel Certificate from Lender prior to Closing shall give the Purchaser an option to terminate this Agreement and receive a refund of the deposit or waive the requirement and proceed to Closing. (c) Seller shall immediately upon the execution of this Agreement take whatever steps are necessary to contact the Lender and initiate the procedure to procure the right to assign the mortgage to the Purchaser pursuant to an Assignment and Assumption Agreement. The Purchaser and Seller agree to cooperate with the other in procuring permission for Purchaser to purchase the Property and assume the loan set forth herein above. Seller agrees to provide copies of all correspondence and applications to the Purchaser. The parties further agrees to use their best efforts to procure said approval within the Purchaser's Inspection Period (30 days from the date of this Agreement). (d) Purchaser agrees to execute and deliver to the Lender all documents and instruments reasonably requested by the Lender in connection with the assumption and further agrees to pay to the Lender all reasonable fees and reasonable expenses of the Lender, and its reasonable counsel fees in connection with the assumption, including, but not limited to, any assumption or transfer fee provided for in the Deed of Trust and the reasonable fees of Lender's attorney in connection with preparation of the assumption documents. Purchaser shall also pay all premiums for any endorsements required by the Lender in connection with the assumption to the Lender's mortgagee policy of title insurance or the cost of a new mortgagee policy of title insurance, if required by the lender. Seller shall not be obligated to incur any expenses other than normally required in a sale and its legal fees. (e) If there is a mortgagee escrow accountaccount or reserve fund, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account or reserve fund to Seller at Closing. (df) Purchaser agrees that it will reasonably cooperate with Seller shall deliver in attempting to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by obtain the holder full and unconditional release of Seller from the obligations arising out of the existing mortgageNote and Loan Documents, but Purchaser shall not be obligated to expend any sum or incur any additional liability on account thereof. In the event Seller and/or Purchaser is unable to obtain the full and unconditional release of Seller from all obligations arising out of the Note and Loan Documents, in form for recordingaddition to other indemnities provided in this Agreement, certifying Purchaser agrees at all times after Closing to indemnify, protect, defend, save and hold harmless Seller and its General Partners from and against any and all debts, duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, liens, costs and expenses (including, without limitations, attorney's fees and expenses incurred in connection with enforcing this indemnity or opposing any such claims, damages, or causes of action) and court costs asserted or incurred at any time after the amount Closing Date relating to or arising out of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered the failure by Purchaser or its successors and assigns to Purchaser true perform all covenants and complete copies obligations of borrower under the existing mortgage, the note secured thereby Note and any extensions and modifications thereof, Loan Documents or (ii) a default by Purchaser or its successors and assigns under the existing mortgage is not now, Note and at Loan Documents. This indemnity shall relate to matters first occurring after the time of Closing will not be, in default, Date. This indemnification and (iii) the existing mortgage does not contain any provision that permits obligations thereunder shall survive the holder closing of the mortgage transaction evidenced by this Agreement. However, the Seller shall notify the Purchaser of any claims as made and Seller shall give Purchaser the right to require its immediate payment in full or to change defend any other term thereof by reason of the sale or conveyance of the Premisesclaims which they feel are invalid.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on: (set forth). (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be he made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“''Institutional Lender”''), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then than 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. Seller shall use reasonable efforts to cause the holder of the Existing Mortgage (Delete if inapplicable“Seller’s Lender”) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: execute and deliver to Purchaser’s lender (“Purchaser’s Lender”), at no cost to Seller (unless reimbursed by Purchaser), (a) The Premises shall be conveyed subject to a payoff letter, setting forth the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amountsother sums necessary to pay the indebtedness secured by the Existing Mortgage in full as of the Closing Date, if any, and with any balance of principal being due and payable on (b) To the original executed notes secured by the Existing Mortgage (or, to the extent that any required payments one or more of such original notes are made on lost, a lost note affidavit and indemnity with respect to such lost note or notes, in favor of Purchaser’s Lender and the existing mortgage between Title Company, in form reasonably acceptable to Purchaser’s Lender and sufficient to cause the date hereof and Closing which reduce Title Company to insure the unpaid principal amount thereof below the amount shown in paragraph 3(bExisting Mortgage as assigned to Purchaser’s Lender), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. allonges with respect to such notes, (c) If there the original executed Existing Mortgage, or, to the extent that the same is lost or otherwise not available for delivery, a mortgagee escrow accountcopy thereof, certified as true and correct by the Clerk’s Office, Circuit Court, City of Alexandria, Virginia (provided the same shall not be a requirement hereunder if the Title Company is willing to insure the Existing Mortgage as assigned to Lender without the delivery of an original or certified copy of the executed Existing Mortgage), (d) an executed, acknowledged assignment, without recourse or representation, express or implied, of the Existing Mortgage to Purchaser’s Lender, in recordable form, (e) a termination of any Assignment of Leases and Rents in favor of Seller’s Lender, in recordable form, and (f) an termination of any UCC Financing Statements perfecting any of the liens created pursuant to such Existing Mortgage (the documents described in the preceding subclauses (a) through (f) are collectively referred to as the “Existing Mortgage Documents”). In no event shall Seller be under any obligation to incur, and Purchaser shall indemnify and hold Seller harmless from and against, and reimburse Seller upon demand for, any transactional costs and expenses charged by or on behalf of Seller’s Lender in connection with the requested assignment of the Existing Mortgage (regardless of whether the Existing Mortgage is actually assigned at Closing as herein contemplated). For the purposes of this Section 16.23, the term “reasonable efforts” shall be deemed to mean that Seller shall assign it deliver a written request for such assignment to the Seller’s Lender (which may be sent by email to Seller’s Lender contact person) but Seller shall have no obligation to expend any money, incur costs, provide any financial accommodations or commence any litigation or take other legal action in connection with the procurement or delivery of the Existing Mortgage Documents. In addition, (w) Seller makes no representation or warranty to Purchaser, if it can express or implied, that the Existing Mortgage may be assigned, and in that case (x) the delivery of or assignment of any such Existing Mortgage Documents shall not be a condition, express or implied, to the due performance by Purchaser shall pay of its obligations hereunder, including its obligation to effectuate the amount in Closing, (y) without limiting the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder generality of the existing mortgageforegoing, in form for recording, certifying no event shall Purchaser have any right to terminate this Agreement due to the amount of the unpaid principal, the date failure to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording obtain or assign any such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in defaultExisting Mortgage Documents, and (iiiz) in no event shall the existing mortgage does not contain Closing Date be adjourned, postponed or extended due to the failure to obtain any provision that permits such Existing Mortgage Documents or assignment thereof. Purchaser indemnification obligations under this Paragraph 16.23 shall survive Closing or the holder sooner termination of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisesthis Agreement.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises Property shall be conveyed subject to Purchaser's assumption and promise to pay in accordance with its terms the continuing lien loan (the "Loan") evidenced by that certain Promissory Note (the "Note"), dated February 17, 1993 in the original principal sum of FOUR MILLION ONE HUNDRED THOUSAND ($4,100,000) DOLLARS payable to the existing mortgage, which is presently payable, with interest at order of HANOVER CAPITAL MORTGAGE CORPORATION (the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any"Lender"), and assumption and promise to perform all covenants and obligations of Seller under the documents or instruments governing, securing, evidencing or pertaining to the indebtedness evidenced by the Note (collectively, the "Loan Documents"), including, but not limited to, that certain Indenture of Mortgage, Deed of Trust, Deed to Secure Debt, Security Agreement, Fixture Filing, Financing Statement and Assignment of Rents and leases of even date with any balance the Note (the "Deed of principal being due and payable onTrust") recorded in the Real Property Records of Albemarle County, Virginia. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered will deliver to Purchaser true and complete copies of the existing mortgageDeed of Turst, the note Note secured thereby and any extensions and modifications thereofthereof in its possession or in the possession of its attorney, and (ii) there are no monetary defaults by Seller under the existing terms of the Loan Documents and it has received no written notice of any defualt under any of the terms of the Loan Documents. From and after the Effective Date of this Agreement to the Closing Date, Seller agrees to pay to Lender all installments of principal, interest and escrows and any other sums of which Seller has notice that are due and payable under the Loan Documents, as and when such payments are due. (c) Seller and Purchaser shall immediately upon the execution of this Agreement take whatever steps are necessary to contact the Lender and initiate the procedure to procure the right to assign the Loan to the Purchaser pursuant to an Assignment and Assumption Agreement. The Purchaser and Seller agree to cooperate with the other in procuring permission for Purchaser to purchase the Property and assume the Loan set forth herein above. Seller agrees to provide copies of all correspondence and applications to the Purchaser. The Purchaser agrees to submit promptly to Lender, but in any event no later than five (5) business days after receipt of Lender's "Assumption Package", all information requested by Lender to process the Property transfer request, and thereafter diligently and promptly submit all additional information reasonable requested by Lender. The parties further agrees to use their reasonable efforts to procure said approval within sixty (60) days from the execution of this Modification. (d) Purchaser agrees to execute and deliver to the Lender all documents and instruments reasonably requested by the Lender in connection with the assumption, to form an "SPE Entity" and take title to the Property in such entity if required by the Lender, and further agrees to pay to the Lender all reasonable fees and reasonable expenses of the Lender, and its reasonable counsel fees in connection with the assumption, including, but not limited to, any assumption or transfer fee provided for in the Deed of Trust and the reasonable fees of Lender's attorney in connection with preparation of the assumption documents. Purchaser shall also pay all premiums for any endorsements required by the Lender in connection with the assumption to the Lender's mortgagee policy of title insurance or the cost of a new mortgage policy of title insurance, if required by the lender. Seller shall not be obligated to incur any expenses other than normally required in a sale and its legal fees. (e) Seller shall assign to Purchaser all its escrow and reserve accounts held by Lender and in that case Purchaser shall pay amount in the escrow account or reserve fund to Seller at Closing. (f) It is understood that in the event that the assignment of the mortgage is not nowapproved, and the deposit set forth in Paragraph 2.3, together with interest, shall be returned to the Purchaser at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder termination of the mortgage to require its immediate payment in full sixty (60) days or to change any other term extension thereof and notification by reason of the sale or conveyance of the PremisesPurchaser.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises Property shall be conveyed subject to Purchaser's assumption and promise to pay in accordance with its terms the continuing lien loan (the "Loan") evidenced by that certain Promissory Note (the "Note"), dated 6/28/96 in the-original principal sum of THREE MILLION SEVEN HUNDRED THOUSAND ($3,700,000) DOLLARS payable to the existing mortgageorder of NEWPORT MORTGAGE COMPANY, which is presently payableL.P., with interest at A TEXAS LIMITED PARTNERSHIP, (the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any"Lender"), and assumption and promise to perform all covenants and obligations of Seller under the documents or instruments governing, securing, evidencing or pertaining to the indebtedness evidenced by the Note (collectively, the "Loan Documents"), including, but not limited to, that certain indenture of Mortgage, Deed of Trust, Deed to Secure Debt, Security Agreement, Fixture Filing, Financing Statement and Assignment of Rents and leases of even date with any balance the Note (the "Deed of principal being due and payable onTrust") recorded in the Real Property Records of Dallas County, Texas. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b(i) is substantially correct Seller will deliver to Purchaser true and agrees that only payments required by complete copies of the existing mortgage will be made between Deed of Trust, the date hereof Note secured thereby and any extensions and modifications thereof in its possession or in the possession of its attorney, and (ii) there are no monetary defaults by Seller under the terms of the Loan Documents and it has received no written notice of any default under any of the terms of the Loan Documents. From and after the Effective Date of this Agreement to the Closing Date, Seller agrees to pay to Lender all installments of principal, interest and escrows and any other sums of which Seller has notice that are due and payable under the Loan Documents, as and when such payments are due. Seller shall use reasonable efforts to provide Purchaser with an Estoppel Certificate from the Lender. Failure of Purchaser to receive an Estoppel Certificate from Lender prior to Closing shall give the Purchaser an option to terminate this Agreement and receive a refund of the deposit or waive the requirement and proceed to Closing. (c) Seller shall immediately upon the execution of this Agreement take whatever steps are necessary to contact the Lender and initiate the procedure to procure the right to assign the mortgage to the Purchaser pursuant to an Assignment and Assumption Agreement. The Purchaser and Seller agree to cooperate with the other in procuring permission for Purchaser to purchase the Property and assume the Loan set forth herein above. Seller agrees to provide copies of all correspondence and applications to the Purchaser. The parties further agrees to use their best efforts to procure said approval within the Purchaser's Inspection Period (30 days from the date of this Agreement). (d) Purchaser agrees to execute and deliver to the Lender all documents and instruments reasonably requested by the Lender in connection with the assumption and further agrees to pay to the Lender all reasonable fees and reasonable expenses of the Lender, and its reasonable counsel fees in connection with the assumption, including, but not limited to, any assumption or transfer fee provided for in the Deed of Trust and the reasonable fees of Lender's attorney in connection with preparation of the assumption documents. Purchaser shall also pay all premiums for any endorsements required by the Lender in connection with the assumption to the Lender's mortgagee policy of title insurance or the cost of a new mortgagee policy of title insurance, if required by the lender. Seller shall not be obligated to incur any expenses other than normally required in a sale and its legal fees. (e) If there is a mortgagee escrow accountaccount or reserve fund, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account or reserve fund to Seller at Closing. (df) Purchaser agrees that it will reasonably cooperate with Seller shall deliver in attempting to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by obtain the holder full and unconditional release of Seller from the obligations arising out of the existing mortgageNote and Loan Documents, but Purchaser shall not be obligated to expend any sum or incur any additional liability on account thereof. In the event Seller and/or Purchaser is unable to obtain the full and unconditional release of Seller from all obligations arising out of the Note and Loan Documents, in form for recordingaddition to other indemnities provided in this Agreement, certifying Purchaser agrees at all times after Closing to indemnify, protect, defend, save and hold harmless Seller and its General Partners from and against any and all debts, duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, liens, costs and expenses (including, without limitations, attorney's fees and expenses incurred in connection with enforcing this indemnity or opposing any such claims, damages, or causes of action) and court costs asserted or incurred at any time after the amount Closing Date relating to or arising out of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered the failure by Purchaser or its successors and assigns to Purchaser true perform all covenants and complete copies obligations of borrower under the existing mortgage, the note secured thereby Note and any extensions and modifications thereof, Loan Documents or (ii) a default by Purchaser or its successors and assigns under the existing mortgage is not now, Note and at Loan Documents. This indemnity shall relate to matters first occurring after the time of Closing will not be, in default, Date. This indemnification and (iii) the existing mortgage does not contain any provision that permits obligations thereunder shall survive the holder closing of the mortgage transaction evidenced by this Agreement. However, the Seller shall notify the Purchaser of any claims as made and Seller shall give Purchaser the right to require its immediate payment in full or to change defend any other term thereof by reason of the sale or conveyance of the Premisesclaims which they feel are invalid.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises Property shall be conveyed subject to Purchaser's assumption and promise to pay in accordance with its terms the continuing lien loan (the "Loan") evidenced by that certain Promissory Note (the "Note"), dated 10/17/89 in the original principal sum of NINE MILLION SIX HUNDRED FIFTY THOUSAND ($9,650,000) DOLLARS payable to the existing mortgageorder of MTRUST CORP., which is presently payableNATIONAL ASSOCIATION, with interest at (the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any"Lender"), and assumption and promise to perform all covenants and obligations of Seller under the documents or instruments governing, securing, evidencing or pertaining to the indebtedness evidenced by the Note (collectively, the "Loan Documents"), including, but not limited to, that certain Indenture of Mortgage, Deed of Trust, Deed to Secure Debt, Security Agreement, Fixture Filing, Financing Statement and Assignment of Rents and leases of even date with any balance the Note (the "Deed of principal being due and payable onTrust") recorded in the Real Property Records of Tarrant County, Texas. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b(i) is substantially correct Seller will deliver to Purchaser true and agrees that only payments required by complete copies of the existing mortgage will be made between Deed of Trust, the date hereof Note secured thereby and any extensions and modifications thereof in its possession or in the possession of its attorney, and (ii) there are no monetary defaults by Seller under the terms of the Loan Documents and it has received no written notice of any default under any of the terms of the Loan Documents. From and after the Effective Date of this Agreement to the Closing Date, Seller agrees to pay to Lender all installments of principal, interest and escrows and any other sums of which Seller has notice that are due and payable under the Loan Documents, as and when such payments are due. Seller shall use reasonable efforts to provide Purchaser with an Estoppel Certificate from the Lender. Failure of Purchaser to receive an Estoppel Certificate from Lender prior to Closing shall give the Purchaser an option to terminate this Agreement and receive a refund of the deposit or waive the requirement and proceed to Closing. (c) Seller shall immediately upon the execution of this Agreement take whatever steps are necessary to contact the Lender and initiate the procedure to procure the right to assign the mortgage to the Purchaser pursuant to an Assignment and Assumption Agreement. The Purchaser and Seller agree to cooperate with the other in procuring permission for Purchaser to purchase the Property and assume the Loan set forth herein above. Seller agrees to provide copies of all correspondence and applications to the Purchaser. The parties further agrees to use their best efforts to procure said approval within the Purchaser's Inspection Period (30 days from the date of this Agreement). (d) Purchaser agrees to execute and deliver to the Lender all documents and instruments reasonably requested by the Lender in connection with the assumption and further agrees to pay to the Lender all reasonable fees and reasonable expenses of the Lender, and its reasonable counsel fees in connection with the assumption, including, but not limited to, any assumption or transfer fee provided for in the Deed of Trust and the reasonable fees of Lender's attorney in connection with preparation of the assumption documents. Purchaser shall also pay all premiums for any endorsements required by the Lender in connection with the assumption to the Lender's mortgagee policy of title insurance or the cost of a new mortgagee policy of title insurance, if required by the lender. Seller shall not be obligated to incur any expenses other than normally required in a sale and its legal fees. (e) If there is a mortgagee escrow accountaccount or reserve fund, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account or reserve fund to Seller at Closing. (df) Purchaser agrees that it will reasonably cooperate with Seller shall deliver in attempting to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by obtain the holder full and unconditional release of Seller from the obligations arising out of the existing mortgageNote and Loan Documents, but Purchaser shall not be obligated to expend any sum or incur any additional liability on account thereof. In the event Seller and/or Purchaser is unable to obtain the full and unconditional release of Seller from all obligations arising out of the Note and Loan Documents, in form for recordingaddition to other indemnities provided in this Agreement, certifying Purchaser agrees at all times after Closing to indemnify, protect, defend, save and hold harmless Seller and its General Partners from and against any and all debts, duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, liens, costs and expenses (including, without limitations, attorney's fees and expenses incurred in connection with enforcing this indemnity or opposing any such claims, damages, or causes of action) and court costs asserted or incurred at any time after the amount Closing Date relating to or arising out of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered the failure by Purchaser or its successors and assigns to Purchaser true perform all covenants and complete copies obligations of borrower under the existing mortgage, the note secured thereby Note and any extensions and modifications thereof, Loan Documents or (ii) a default by Purchaser or its successors and assigns under the existing mortgage is not now, Note and at Loan Documents.' This indemnity shall relate to matters first occurring after the time of Closing will not be, in default, Date. This indemnification and (iii) the existing mortgage does not contain any provision that permits obligations thereunder shall survive the holder closing of the mortgage transaction evidenced by this Agreement. However, the Seller shall notify the Purchaser of any claims as made and Seller shall give Purchaser the right to require its immediate payment in full or to change defend any other term thereof by reason of the sale or conveyance of the Premisesclaims which they feel are invalid.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises Property shall be conveyed subject to Purchaser's assumption and promise to pay in accordance with its terms the continuing lien loan (the "Loan") evidenced by that certain Promissory Note (the "Note"), dated 12/21/89 in the original principal sum of SIX MILLION TWO HUNDRED SEVENTY FIVE THOUSAND ($6,275,000) DOLLARS payable to the existing mortgageorder of MTRUST CORP., which is presently payableNATIONAL ASSOCIATION, with interest at (the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any"Lender"), and assumption and promise to perform all covenants and obligations of Seller under the documents or instruments governing, securing, evidencing or pertaining to the indebtedness evidenced by the Note (collectively, the "Loan Documents"), including, but not limited to, that certain Indenture of Mortgage, Deed of Trust, Deed to Secure Debt, Security Agreement, Fixture Filing, Financing Statement and Assignment of Rents and leases of even date with any balance the Note (the "Deed of principal being due and payable onTrust") recorded in the Real Property Records of Xxxxxx County, Texas. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b(i) is substantially correct Seller will deliver to Purchaser true and agrees that only payments required by complete copies of the existing mortgage will be made between Deed of Trust, the date hereof Note secured thereby and any extensions and modifications thereof in its possession or in the possession of its attorney, and (ii) there are no monetary defaults by Seller under the terms of the Loan Documents and it has received no written notice of any default under any of the terms of the Loan Documents. From and after the Effective Date of this Agreement to the Closing Date, Seller agrees to pay to Lender all installments of principal, interest and escrows and any other sums of which Seller has notice that are due and payable under the Loan Documents, as and when such payments are due. Seller shall use reasonable efforts to provide Purchaser with an Estoppel Certificate from the Lender. Failure of Purchaser to receive an Estoppel Certificate from Lender prior to Closing shall give the Purchaser an option to terminate this Agreement and receive a refund of the deposit or waive the requirement and proceed to Closing. (c) Seller shall immediately upon the execution of this Agreement take whatever steps are necessary to contact the Lender and initiate the procedure to procure the right to assign the mortgage to the Purchaser pursuant to an Assignment and Assumption Agreement. The Purchaser and Seller agree to cooperate with the other in procuring permission for Purchaser to purchase the Property and assume the Loan set forth herein above. Seller agrees to provide copies of all correspondence and applications to the Purchaser. The parties further agrees to use their best efforts to procure said approval within the Purchaser's Inspection Period (30 days from the date of this Agreement). (d) Purchaser agrees to execute and deliver to the Lender all documents and instruments reasonably requested by the Lender in connection with the assumption and further agrees to pay to the Lender all reasonable fees and reasonable expenses of the Lender, and its reasonable counsel fees in connection with the assumption, including, but not limited to, any assumption or transfer fee provided for in the Deed of Trust and the reasonable fees of Lender's attorney in connection with preparation of the assumption documents. Purchaser shall also pay all premiums for any endorsements required by the Lender in connection with the assumption to the Lender's mortgagee policy of title insurance or the cost of a new mortgagee policy of title insurance, if required by the lender. Seller shall not be obligated to incur any expenses other than normally required in a sale and its legal fees. (e) If there is a mortgagee escrow accountaccount or reserve fund, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account or reserve fund to Seller at Closing. (df) Purchaser agrees that it will reasonably cooperate with Seller shall deliver in attempting to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by obtain the holder full and unconditional release of Seller from the obligations arising out of the existing mortgageNote and Loan Documents, but Purchaser shall not be obligated to expend any sum or incur any additional liability on account thereof. In the event Seller and/or Purchaser is unable to obtain the full and unconditional release of Seller from all obligations arising out of the Note and Loan Documents, in form for recordingaddition to other indemnities provided in this Agreement, certifying Purchaser agrees at all times after Closing to indemnify, protect, defend, save and hold harmless Seller and its General Partners from and against any and all debts, duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, liens, costs and expenses (including, without limitations, attorney's fees and expenses incurred in connection with enforcing this indemnity or opposing any such claims, damages, or causes of action) and court costs asserted or incurred at any time after the amount Closing Date relating to or arising out of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered the failure by Purchaser or its successors and assigns to Purchaser true perform all covenants and complete copies obligations of borrower under the existing mortgage, the note secured thereby Note and any extensions and modifications thereof, Loan Documents or (ii) a default by Purchaser or its successors and assigns under the existing mortgage is not now, Note and at Loan Documents. This indemnity shall relate to matters first occurring after the time of Closing will not be, in default, Date. This indemnification and (iii) the existing mortgage does not contain any provision that permits obligations thereunder shall survive the holder closing of the mortgage transaction evidenced by this Agreement. However, the Seller shall notify the Purchaser of any claims as made and Seller shall give Purchaser the right to require its immediate payment in full or to change defend any other term thereof by reason of the sale or conveyance of the Premisesclaims which they feel are invalid.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) : The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of percent per annum, in monthly installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) on To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) . If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) . Seller shall deliver to Purchaser at Closing a certificate dated not more than that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. . (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Existing Mortgage. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above: (a) The Premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate of   percent per annum, in monthly installments of $ $  which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onon   (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.