Common use of Loan Assumption Clause in Contracts

Loan Assumption. By Purchaser accepting title under and subject to (without assuming any additional personal liability thereunder) the then unpaid principal balance under (i) the Amended and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller and payable to the order of the Travelers Insurance Company (the "Travelers") (the current holder thereof and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended and Restated First Mortgage executed by Seller to the Travelers and dated as of September 30, 1993 ("Existing Mortgage"), and (iii) all other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents are held for the benefit of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable to the Existing Lender, and Seller shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Date.

Loan Assumption. By Purchaser accepting Without limiting the foregoing, Mezzanine Borrower shall have the right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) the direct or indirect legal or equitable title to all (but not less than all) of the Collateral only if Mortgage Borrower simultaneously exercise their right to transfer the Property pursuant to Section 8.5 of the Loan Agreement (Mortgage) and: (a) after giving effect to the proposed transaction: (i) Mezzanine Borrower will be owned by a Single Purpose Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Pre-approved Transferee or such other entity (specifically approved in writing by Mezzanine Lender) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.20 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction); such Single Purpose Entity shall have executed and delivered to Mezzanine Lender an assumption agreement and such other agreements as Mezzanine Lender may reasonably request (collectively, the Assumption Agreement) in form and substance acceptable to Mezzanine Lender, evidencing the proposed transferee's agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Mezzanine Note and the other Loan Documents (Third Mezzanine) and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Pre-Approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (Third Mezzanine) (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Mezzanine Lender such legal opinions and title insurance endorsements as may be reasonably requested by Mezzanine Lender; (without assuming any additional personal liability thereunderii) an Acceptable Manager shall continue to act as Manager for the then unpaid principal balance under Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (iii) no Event of Default shall have occurred and be continuing; and (iv) Mezzanine Borrower shall have caused (i) the Amended transferee to execute and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), deliver to Mezzanine Lender a fully executed by Seller and payable counterpart to the order Pledge, pledging all of such transferee's direct equity interests in Mortgage Borrower to Mezzanine Lender as additional collateral for the Travelers Insurance Company (the "Travelers") (the current holder thereof Loan and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended ultimate parent(s) of such transferee to execute and Restated First Mortgage deliver to Mezzanine Lender a fully executed counterpart to the Recourse Guaranty (Third Mezzanine) and Environmental Indemnity (Third Mezzanine), together with a legal opinion from such transferee's counsel reasonably satisfactory to Mezzanine Lender with respect to the due execution, delivery, authority, enforceability and perfection (solely with respect to the Pledge) of the Pledge, Recourse Guaranty (Third Mezzanine) and Environmental Indemnity (Third Mezzanine). (b) the Assumption Agreement shall state the applicable transferee's agreement to abide by and be bound by the terms in the Mezzanine Note (or such other promissory notes to be executed by Seller the transferee, such other promissory note or notes to be on the same terms as the Mezzanine Note), this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the Travelers terms hereof) and dated as of September 30, 1993 ("Existing Mortgage"), and (iii) all such other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents (Third Mezzanine) (or other loan documents to be delivered by such transferee, which shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant contain terms substantially identical to the terms of the Existing applicable Loan Documents are held (Third Mezzanine)) whenever arising, and Mezzanine Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Mezzanine Lender; (c) following execution of a contract for the benefit sale of Sellerthe Property and not less than thirty (30) days prior to the expected date of such proposed sale, Mezzanine Borrower shall submit notice of such sale to Mezzanine Lender. At Closing, if allowed by the Existing Mezzanine Borrower shall submit to Mezzanine Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable not less than ten (10) days prior to the Existing expected date of such sale, the Assumption Agreement for execution by Mezzanine Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Collateral is located and shall be reasonably satisfactory to Mezzanine Lender. In addition, Mezzanine Borrower shall provide all other documentation Mezzanine Lender reasonably requires to be delivered by Mezzanine Borrower in connection with such assumption, together with an Officer's Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Pledge (or replacement pledge agreements, as applicable); (d) prior to any such transaction, the proposed transferee shall deliver to Mezzanine Lender an Officer's Certificate stating that (x) such transferee is not an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (e) if the transfer is to (i) an entity other than a Pre-approved Transferee, such transfer shall be subject to Mezzanine Lender's consent in its sole discretion, and Seller (ii) a Permitted Borrower Transferee, such transfer shall be entitled subject to arrange Mezzanine Lender's prior written consent in its reasonable discretion; (f) the terms of Section 8.6 shall be complied with and Mezzanine Borrower shall cause the transferee to deliver to Mezzanine Lender its organizational documents solely for the purpose of Mezzanine Lender confirming that such organizational documents comply with the Existing single purpose bankruptcy remote entity requirements set forth herein; and (g) Mezzanine Lender for return of Seller's funds shall have received the payment of, or reimbursement for, all reasonable costs and expenses incurred by Mezzanine Lender (and any Servicer) in the escrow/reserve accounts; otherwiseconnection therewith (including, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accountswithout limitation, reasonable attorneys' fees and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Datedisbursements).

Loan Assumption. By Purchaser accepting title (a) Seller is the borrower under and the Loan, which Loan is (i) subject to the Loan Documents, and (without assuming any additional personal liability thereunderii) secured by the then unpaid Loan Security Documents. As provided in Section 13(c)(ii) of this Agreement, Seller and Purchaser have agreed that a portion of the Purchase Price in the amount of the outstanding principal balance under of the Loan on the Closing Date shall be paid by Purchaser by way of Purchaser’s assumption of the Loan from Seller. (b) In order to assist the Parties in expediting the Loan Assumption and obtaining Lender’s Consent (defined below), First Service Solutions has been (or will be) engaged by Seller, at Seller’s sole cost and expense. Seller and Purchaser shall each cooperate with the other and with First Service Solutions in all reasonable respects in order to obtain Lender’s approval and consent to (i) the Amended and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller and payable to the order conveyance of the Travelers Insurance Company (the "Travelers") (the current holder thereof Property, and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended Loan Assumption (defined below) (the “Lender’s Consent”). The “Loan Assumption” shall mean, collectively, the assignment of the Loan by Seller, the assumption of the Loan by Purchaser on the terms and Restated First Mortgage executed by conditions set forth in the Loan Documents but with the changes set forth on Schedule 14(c) below, and the full and unconditional release of Seller and all existing guarantor(s) or indemnitor(s) under the Loan with respect to acts or omissions occurring from and after Closing. Notwithstanding anything contained in this Agreement to the Travelers contrary, Seller and dated as of September 30First Service Solutions shall coordinate all matters with respect to the Loan Assumption. Purchaser shall submit to Lender (or to First Service Solutions, 1993 ("Existing Mortgage")if so directed by Seller) and Seller all information, filings and (iii) all other documents securing payment required by Lender reasonably and/or customarily necessary for application for the Loan Assumption within seven (7) Business Days following the Due Diligence Expiration Date. Thereafter, Seller and Purchaser shall work diligently to comply with all requirements of Lender and to promptly (and in all cases within the time frames contemplated by this Agreement or otherwise reasonably requested by Lender, it being understood that time is of the Existing Note or related essence to the Existing Note or the Mortgage (the Existing Noteobtain Lender’s Consent) provide all information, Existing Mortgage filings and any other documents executed reasonably requested by Lender in connection therewith or related theretowith the Loan Assumption. From and after the Agreement Date, for so long as this Agreement is in effect, except in connection with the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan"). ProvidedAssumption, Seller shall not modify nor supplement any of the terms or conditions of the Loan Documents without, in each instance, Purchaser’s prior written approval, which may be released at Closing from any withheld in Purchaser’s sole and absolute discretion. Purchaser shall execute and/or deliver to Lender such instruments and documents as may be reasonably required to effectuate the Loan Assumption, but only to the extent that borrower’s and guarantor’s liability arising under the Existing Loan or the Existing Loan Documents attributable is not increased by such instruments or documents. Purchaser acknowledges that it is reasonable for Lender to require that Purchaser comply with the special purpose entity and organizational documents requirements set forth in the Loan Documents or as required of Seller, to require a non-consolidation opinion, and to approve the types of accounts established for the Deposit Account Agreement and the Clearing Account Agreement. Purchaser also acknowledges that subject to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents are held for the benefit of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable to the Existing Lender, and Leander’s approval Seller shall be entitled have the right to arrange negotiate with Lender to substitute the Existing Lender current indemnitors and guarantors for return of Seller's funds in the escrownew indemnitors/reserve accounts; otherwise, Seller shall transfer guarantors for all obligations prior to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Date.

Loan Assumption. By Purchaser accepting title under and subject submitted, prior to the Effective Date, all applications, information and/or related fees (without assuming any additional personal liability thereunderthe foregoing, collectively, the “Required Loan Submissions”) to obtain Lender’s consent to assume the then unpaid principal balance under Existing Loan (i) the Amended and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"“Loan Assumption”), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller Purchaser shall continue to use diligent and payable commercially reasonable efforts thereafter to obtain Lender’s consent to the order Loan Assumption (the “Lender Approval”). The documents governing the Existing Loan (the “Mortgage Loan Documents”) are listed at Schedule 4.3 attached hereto, and Purchaser has received, reviewed, and approved the terms of the Travelers Insurance Company (Mortgage Loan Documents. Purchaser shall promptly provide Lender with all other documents, information and fees reasonably requested by Lender in connection with the "Travelers") (the current holder thereof Loan Assumption. Seller shall reasonably cooperate with Purchaser in connection with obtaining Lender’s Approval and the servicer of assuming the Existing Loan, including executing any and all documents reasonably requested in connection therewith; provided, however, that (a) any additional costs and expenses incurred by Seller as a result of (y) Purchaser’s obtaining Lender’s Approval or (z) the Loan Assumption shall be referred to collectively as "Existing Lender"), (ii) the Amended and Restated First Mortgage executed borne by Seller to the Travelers and dated as of September 30, 1993 ("Existing Mortgage")Purchaser, and (iiib) Purchaser shall indemnify, defend and hold harmless Seller from any loss, liability, claim, demand or damage arising out of Seller’s cooperation hereunder. At Closing, Purchaser shall assume the Existing Loan and Purchaser shall be solely responsible for, and shall bear all costs and expenses associated with, the Loan Assumption, including, without limitation, all fees charged by Lender for such Loan Assumption, Lender’s attorneys’ fees and all reasonable expenses in connection with obtaining Lender Approval, and Purchaser shall indemnify Seller with respect to any such fees. Notwithstanding anything to the contrary herein, Seller shall be entitled to, and shall be reimbursed by Purchaser at Closing for, any and all balances in all escrows and reserves for taxes, insurance, seasonality, and capital expenditures and any and all other documents securing payment funds held by Lender (collectively the “Lender Held Escrows”). Seller, its affiliates and all existing guarantors of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing by Lender from any liability all obligations, liabilities and duties arising under the Existing Mortgage Loan or Documents, and such release shall be a condition precedent to Seller’s obligations to close the purchase and sale transaction described herein. Purchaser agrees to provide Lender with a replacement guarantor under any guarantees and/or indemnities provided to the Lender in connection with the Existing Loan Documents attributable from and after the Closing Date. Notwithstanding anything herein to the time period following Closing. All funds held by contrary, and for the Existing Lender avoidance of doubt, in any escrow, reserve or similar accounts pursuant the event Purchaser is unable to obtain the Lender’s approval for the Loan Assumption prior to the terms expiration or termination of the Existing Loan Documents are held for Due Diligence Period and Purchaser has terminated this Agreement in accordance with Section 4.1(a), the benefit Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2(d), or otherwise the Xxxxxxx Money shall be transferred to Seller, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. For the avoidance of Seller. At Closing, if allowed by the Existing Lenderdoubt, Purchaser shall fund such escrow/reserve accounts be responsible for all fees, charges, expenses, penalties and/or costs imposed by Lender in cash connection with paying off, or by posting a letter of credit acceptable to Purchaser’s assumption of, as the case may be, the Existing LenderLoan, and Seller which obligation shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of expressly survive the Closing Date.and/or the expiration or earlier termination of this Agreement. TITLE TO THE PROPERTY

Loan Assumption. By Purchaser accepting Without limiting the foregoing, Mezzanine Borrower shall have the right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) the direct or indirect legal or equitable title to all (but not less than all) of the Collateral only if Mortgage Borrower simultaneously exercise their right to transfer the Property pursuant to Section 8.5 of the Loan Agreement (Mortgage) and: (A) after giving effect to the proposed transaction: (1) Mezzanine Borrower will be owned by a Single Purpose Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Pre-approved Transferee or such other entity (specifically approved in writing by Mezzanine Lender) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.20 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction); such Single Purpose Entity shall have executed and delivered to Mezzanine Lender an assumption agreement and such other agreements as Mezzanine Lender may reasonably request (collectively, the Assumption Agreement) in form and substance acceptable to Mezzanine Lender, evidencing the proposed transferee's agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Mezzanine Note and the other Loan Documents (First Mezzanine) and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Pre-Approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (First Mezzanine) (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Mezzanine Lender such legal opinions and title insurance endorsements as may be reasonably requested by Mezzanine Lender; (without assuming any additional personal liability thereunder2) an Acceptable Manager shall continue to act as Manager for the then unpaid principal balance under Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; 77 (3) no Event of Default shall have occurred and be continuing; and (4) Mezzanine Borrower shall have caused (i) the Amended transferee to execute and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), deliver to Mezzanine Lender a fully executed by Seller and payable counterpart to the order Pledge, pledging all of such transferee's direct equity interests in Mortgage Borrower to Mezzanine Lender as additional collateral for the Travelers Insurance Company (the "Travelers") (the current holder thereof Loan and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended ultimate parent(s) of such transferee to execute and Restated deliver to Mezzanine Lender a fully executed counterpart to the Recourse Guaranty (First Mortgage Mezzanine) and Environmental Indemnity (First Mezzanine), together with a legal opinion from such transferee's counsel reasonably satisfactory to Mezzanine Lender with respect to the due execution, delivery, authority, enforceability and perfection (solely with respect to the Pledge) of the Pledge, Recourse Guaranty (First Mezzanine) and Environmental Indemnity (First Mezzanine). (B) the Assumption Agreement shall state the applicable transferee's agreement to abide by and be bound by the terms in the Mezzanine Note (or such other promissory notes to be executed by Seller the transferee, such other promissory note or notes to be on the same terms as the Mezzanine Note), this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the Travelers terms hereof) and dated as of September 30, 1993 ("Existing Mortgage"), and (iii) all such other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents (First Mezzanine) (or other loan documents to be delivered by such transferee, which shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant contain terms substantially identical to the terms of the Existing applicable Loan Documents are held (First Mezzanine)) whenever arising, and Mezzanine Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Mezzanine Lender; (C) following execution of a contract for the benefit sale of Sellerthe Property and not less than thirty (30) days prior to the expected date of such proposed sale, Mezzanine Borrower shall submit notice of such sale to Mezzanine Lender. At Closing, if allowed by the Existing Mezzanine Borrower shall submit to Mezzanine Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable not less than ten (10) days prior to the Existing expected date of such sale, the Assumption Agreement for execution by Mezzanine Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Collateral is located and shall be reasonably satisfactory to Mezzanine Lender. In addition, Mezzanine Borrower shall provide all other documentation Mezzanine Lender reasonably requires to be delivered by Mezzanine Borrower in connection with such assumption, together with an Officer's Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Pledge (or replacement pledge agreements, as applicable); (D) prior to any such transaction, the proposed transferee shall deliver to Mezzanine Lender an Officer's Certificate stating that (x) such transferee is not an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (E) if the transfer is to (i) an entity other than a Pre-approved Transferee, such transfer shall be subject to Mezzanine Lender's consent in its sole discretion, and Seller (ii) a Permitted Borrower Transferee, such transfer shall be entitled subject to arrange Mezzanine Lender's prior written consent in its reasonable discretion; (F) the terms of Section 8.6 shall be complied with and Mezzanine Borrower shall cause the transferee to deliver to Mezzanine Lender its organizational documents solely for the purpose of Mezzanine Lender confirming that such organizational documents comply with the Existing single purpose bankruptcy remote entity requirements set forth herein; and (G) Mezzanine Lender for return of Seller's funds shall have received the payment of, or reimbursement for, all reasonable costs and expenses incurred by Mezzanine Lender (and any Servicer) in the escrow/reserve accounts; otherwiseconnection therewith (including, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accountswithout limitation, reasonable attorneys' fees and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Datedisbursements).

Loan Assumption. By A condition precedent to the obligation of Purchaser accepting title under to close hereunder (the “Loan Assumption Condition Precedent”) is that Xxxxxxx Sachs Commercial Mortgage Capital, L.P. and/or its loan servicer and subject the rating agency (if applicable) (collectively, “Existing Lender”) agree to allow Purchaser to assume the existing indebtedness currently encumbering the Property (approximate current principal balance $22,469,700.00 with a maturity date of September 6, 2016 and an interest rate of 5.50%) on terms that are acceptable to Purchaser in its sole and absolute discretion (“Existing Loan”). An additional condition precedent to the transaction described by this Agreement is that the Existing Lender actually closes on the Existing Loan assumption at Closing on terms consistent with the approved Loan Assumption Consent Letter (as hereinafter defined)(the “Loan Assumption Closing Condition Precedent”). Also, Purchaser shall receive the written consent of Existing Lender to allow Purchaser to assume the Existing Loan (“Loan Assumption Consent Letter”) in form and content satisfactory to Purchaser in its sole discretion including, without assuming any additional personal liability thereunder) limitation, a statement of the then existing unpaid principal balance and accrued interest under (i) the Amended Existing Loan; a statement from Existing Lender regarding the presence or absence of a default by Seller under the Existing Loan; and Restated First Mortgage Note dated as the amounts of September 30the balances, 1993 ("if any, held in Existing Note")Lender’s escrow, in reserve or holdback accounts. Purchaser shall receive a credit at Closing equal to the original principal amount of Eleven the Existing Loan assumed by Purchaser (including any accrued and unpaid interest). In addition, at Closing, Seller shall escrow with Escrow Agent pursuant to a sole order controlled by Purchaser an amount equaling One Million Four Three Hundred FiftyNinety-Seven Nine Thousand Three Hundred Ninety-Six and No/100 Dollars ($11,457,000.001,399,396.00) in consideration of the principal payments due under the Existing Loan after the date of Closing. Such escrow shall become the property of the Purchaser as of the Closing Date and Seller will have no further claim to the escrowed funds. The escrow shall be available to Purchaser to pay the monthly principal installments of said Existing Loan as and when same become due. Seller shall be responsible for payment of any and all Existing Loan assumption costs, expenses and charges incurred and/or imposed (however characterized) by Existing Lender, and any governmental authority having jurisdiction thereof, including, but not limited to (collectively, the “Assumption Costs”): (i) prepayment penalties and premiums (including, but not limited to, any third party costs such as costs to break any swap or hedging agreements), executed by Seller and payable to the order (ii) legal fees of the Travelers Insurance Company Existing Lender, (iii) legal opinions (other than due authorization and Purchaser’s local counsel), (iv) mortgage taxes imposed upon the "Travelers") (the current holder thereof and the servicer assumption of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended and Restated First Mortgage executed by Seller to the Travelers and dated as of September 30, 1993 ("Existing Mortgage")if any, and (iiiv) all other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage processing and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan")loan assumption fees. Provided, Seller shall be released at Closing from any liability arising under receive credit for the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in amount of any escrow, reserve impound or similar accounts pursuant to the terms of the Existing Loan Documents are like deposits held for the benefit of Seller. At Closing, if allowed by the Existing Lender, Purchaser such amounts currently estimated to be $0. In the event the Loan Assumption Condition Precedent and/or the Loan Assumption Closing Condition Precedent are not satisfied on or before the Closing Date in Purchaser’s sole discretion, either party shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable have the right to terminate this Agreement upon written notice to the Existing Lender, and Seller other party in which event the Deposit shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer returned to Purchaser all and the parties hereto shall have no further rights or obligations accruing hereunder from and after the effective date of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Datesaid termination.

Loan Assumption. By Purchaser accepting Without limiting the foregoing, Mezzanine Borrower shall have the right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) the direct or indirect legal or equitable title to all (but not less than all) of the Collateral only if Mortgage Borrower simultaneously exercise their right to transfer the Property pursuant to Section 8.5 of the Loan Agreement (Mortgage) and: (A) after giving effect to the proposed transaction: (1) Mezzanine Borrower will be owned by a Single Purpose Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Pre-approved Transferee or such other entity (specifically approved in writing by Mezzanine Lender) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.20 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction); such Single Purpose Entity shall have executed and delivered to Mezzanine Lender an assumption agreement and such other agreements as Mezzanine Lender may reasonably request (collectively, the Assumption Agreement) in form and substance acceptable to Mezzanine Lender, evidencing the proposed transferee's agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Mezzanine Note and the other Loan Documents (Fourth Mezzanine) and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Pre-Approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (Fourth Mezzanine) (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Mezzanine Lender such legal opinions and title insurance endorsements as may be reasonably requested by Mezzanine Lender; (without assuming any additional personal liability thereunder2) an Acceptable Manager shall continue to act as Manager for the then unpaid principal balance under Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (3) no Event of Default shall have occurred and be continuing; and (4) Mezzanine Borrower shall have caused (i) the Amended transferee to execute and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), deliver to Mezzanine Lender a fully executed by Seller and payable counterpart to the order Pledge, pledging all of such transferee's direct equity interests in Mortgage Borrower to Mezzanine Lender as additional collateral for the Travelers Insurance Company (the "Travelers") (the current holder thereof Loan and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended ultimate parent(s) of such transferee to execute and Restated First Mortgage deliver to Mezzanine Lender a fully executed counterpart to the Recourse Guaranty (Fourth Mezzanine) and Environmental Indemnity (Fourth Mezzanine), together with a legal opinion from such transferee's counsel reasonably satisfactory to Mezzanine Lender with respect to the due execution, delivery, authority, enforceability and perfection (solely with respect to the Pledge) of the Pledge, Recourse Guaranty (Fourth Mezzanine) and Environmental Indemnity (Fourth Mezzanine). (B) the Assumption Agreement shall state the applicable transferee's agreement to abide by and be bound by the terms in the Mezzanine Note (or such other promissory notes to be executed by Seller the transferee, such other promissory note or notes to be on the same terms as the Mezzanine Note), this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the Travelers terms hereof) and dated as of September 30, 1993 ("Existing Mortgage"), and (iii) all such other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents (Fourth Mezzanine) (or other loan documents to be delivered by such transferee, which shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant contain terms substantially identical to the terms of the Existing applicable Loan Documents are held (Fourth Mezzanine)) whenever arising, and Mezzanine Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Mezzanine Lender; (C) following execution of a contract for the benefit sale of Sellerthe Property and not less than thirty (30) days prior to the expected date of such proposed sale, Mezzanine Borrower shall submit notice of such sale to Mezzanine Lender. At Closing, if allowed by the Existing Mezzanine Borrower shall submit to Mezzanine Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable not less than ten (10) days prior to the Existing expected date of such sale, the Assumption Agreement for execution by Mezzanine Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Collateral is located and shall be reasonably satisfactory to Mezzanine Lender. In addition, Mezzanine Borrower shall provide all other documentation Mezzanine Lender reasonably requires to be delivered by Mezzanine Borrower in connection with such assumption, together with an Officer's Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Pledge (or replacement pledge agreements, as applicable); (D) prior to any such transaction, the proposed transferee shall deliver to Mezzanine Lender an Officer's Certificate stating that (x) such transferee is not an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (E) if the transfer is to (i) an entity other than a Pre-approved Transferee, such transfer shall be subject to Mezzanine Lender's consent in its sole discretion, and Seller (ii) a Permitted Borrower Transferee, such transfer shall be entitled subject to arrange Mezzanine Lender's prior written consent in its reasonable discretion; (F) the terms of Section 8.6 shall be complied with and Mezzanine Borrower shall cause the transferee to deliver to Mezzanine Lender its organizational documents solely for the purpose of Mezzanine Lender confirming that such organizational documents comply with the Existing single purpose bankruptcy remote entity requirements set forth herein; and (G) Mezzanine Lender for return of Seller's funds shall have received the payment of, or reimbursement for, all reasonable costs and expenses incurred by Mezzanine Lender (and any Servicer) in the escrow/reserve accounts; otherwiseconnection therewith (including, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accountswithout limitation, reasonable attorneys' fees and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Datedisbursements).

Loan Assumption. By At Closing, Purchaser accepting title under and shall acquire the Property subject to and shall assume (without assuming any additional personal liability thereunderthe “Assumption”) the then existing loans (the “Existing Loans”), which encumber the Property, which Existing Loans have a current unpaid principal balance under of approximately $15,550,000.00 and which Existing Loans are secured by first and second mortgages encumbering the Property. Within five (i5) Business Days after the Amended and Restated First Mortgage Note dated as date of September 30the Agreement, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller and payable Purchaser shall submit applications to the order of the Travelers Insurance Company (the "Travelers") (the current holder thereof and the servicer holders of the Existing LoanLoans (the “Existing Lenders”) seeking approval for the Assumption. As requested by Purchaser, Seller shall reasonably cooperate with Purchaser’s efforts to arrange for the Assumption. The obligations of the Seller and the Purchaser under this Agreement are expressly contingent upon the Existing Lenders providing written confirmation (the “Lender Consents”), prior to the Approval Date, consenting to the Assumption on terms satisfactory to Seller and Purchaser. Purchaser shall keep Seller apprised of its efforts and progress in obtaining the Lender Consents. In the event Purchaser is unable to obtain the Lender Consents prior to the Approval Date then, notwithstanding any provision herein to the contrary, the Initial Deposit shall be returned to Purchaser and this Agreement shall be null and void and of no further force or effect, except for such continuing obligations as are intended to survive the termination of this Agreement. The Lender Consents, to be effective, shall be referred to collectively as "Existing Lender")provide, (ii) the Amended and Restated First Mortgage executed by Seller in addition to the Travelers and dated as of September 30, 1993 ("consent by the Existing Mortgage"), and (iii) all other documents securing payment Lenders to the assumption by Purchaser of the Existing Note Loans, that the Seller (and any guarantor, principal, key principal or related to any other entity affiliated with Seller obligated or liable in any manner under the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan"). Provided, Seller Loans) shall be released at Closing from any and all further liability under the Existing Loans upon the assumption of the Existing Loans by Purchaser, with the exception of any liability arising under from the Existing Loan existence of hazardous materials on or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents are held for the benefit of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable to the Existing Lender, and Seller shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of before the Closing Date.

Loan Assumption. By Purchaser accepting Without limiting the foregoing, Mezzanine Borrower and Operating Lessee shall have the right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not less than all) of the Collateral only if Mortgage Borrower, Senior Mezzanine Borrower, Intermediate Mezzanine Borrower, and Operating Lessee simultaneously exercise their right to transfer the Property pursuant to Section 8.5 of the Loan Agreement (Mortgage), the Senior Mezzanine Loan Agreement, and the Intermediate Mezzanine Loan Agreement, as applicable, and: (A) after giving effect to the proposed transaction: (1) Mezzanine Borrower will be owned by a Single Purpose Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Pre-approved Transferee or such other entity (specifically approved in writing by Mezzanine Lender) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.20 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction), and which shall have executed and delivered to Mezzanine Lender an assumption agreement and such other agreements as Mezzanine Lender may reasonably request (collectively, the Assumption Agreement) in form and substance acceptable to Mezzanine Lender, evidencing the proposed transferee's agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Mezzanine Note and the other Loan Documents (Senior Mezzanine) and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Pre-Approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (Mezzanine) (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Mezzanine Lender such legal opinions and title insurance endorsements as may be reasonably requested by Mezzanine Lender; (without assuming any additional personal liability thereunder2) an Acceptable Manager shall continue to act as Manager for the then unpaid principal balance under Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (3) no Event of Default shall have occurred and be continuing; and (4) Mezzanine Borrower shall have caused (i) the Amended transferee to execute and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), deliver to Mezzanine Lender a fully executed by Seller and payable counterpart to the order Pledge, pledging all of such transferee's equity interests in Intermediate Mezzanine Borrower to Mezzanine Lender as additional collateral for the Travelers Insurance Company (the "Travelers") (the current holder thereof Loan and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended ultimate parent(s) of such transferee to execute and Restated First Mortgage deliver to Mezzanine Lender a fully executed counterpart to the Recourse Guaranty (Junior Mezzanine) and Environmental Indemnity (Junior Mezzanine), together with a legal opinion from such transferee's counsel reasonably satisfactory to Mezzanine Lender with respect to the due execution, delivery, authority, enforceability and perfection (solely with respect to the Pledge) of the Pledge, Recourse Guaranty (Junior Mezzanine) and Environmental Indemnity (Junior Mezzanine). (B) the Assumption Agreement shall state the applicable transferee's agreement to abide by and be bound by the terms in the Mezzanine Note (or such other promissory notes to be executed by Seller the transferee, such other promissory note or notes to be on the same terms as the Mezzanine Note), this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the Travelers terms hereof) and dated as of September 30, 1993 ("Existing Mortgage"), and (iii) all such other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents (Junior Mezzanine) (or other loan documents to be delivered by such transferee, which shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant contain terms substantially identical to the terms of the Existing applicable Loan Documents are held (Junior Mezzanine)) whenever arising, and Mezzanine Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Mezzanine Lender; (C) following execution of a contract for the benefit sale of Sellerthe Property and not less than thirty (30) days prior to the expected date of such proposed sale, Mezzanine Borrower shall submit notice of such sale to Mezzanine Lender. At Closing, if allowed by the Existing Mezzanine Borrower shall submit to Mezzanine Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable not less than ten (10) days prior to the Existing expected date of such sale, the Assumption Agreement for execution by Mezzanine Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Collateral is located and shall be reasonably satisfactory to Mezzanine Lender. In addition, Mezzanine Borrower shall provide all other documentation Mezzanine Lender reasonably requires to be delivered by Mezzanine Borrower in connection with such assumption, together with an Officer's Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Pledge (or replacement pledge agreements, as applicable); (D) prior to any such transaction, the proposed transferee shall deliver to Mezzanine Lender an Officer's Certificate stating that (x) such transferee is not an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (E) if the transfer is to (i) an entity other than a Pre-approved Transferee, such transfer shall be subject to Mezzanine Lender's consent in its sole discretion, and Seller (ii) a Permitted Borrower Transferee, such transfer shall be entitled subject to arrange Mezzanine Lender's prior written consent in its reasonable discretion; (F) the terms of Section 8.6 shall be complied with and Mezzanine Borrower shall cause the transferee to deliver to Mezzanine Lender its organizational documents solely for the purpose of Mezzanine Lender confirming that such organizational documents comply with the Existing single purpose bankruptcy remote entity requirements set forth herein; and (G) Mezzanine Lender for return of Seller's funds shall have received the payment of, or reimbursement for, all reasonable costs and expenses incurred by Mezzanine Lender (and any Servicer) in the escrow/reserve accounts; otherwiseconnection therewith (including, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accountswithout limitation, reasonable attorneys' fees and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Datedisbursements).

Loan Assumption. By Purchaser accepting title under (a) Buyer recognizes and subject agrees that in connection with a loan (the "Assumed Loan") initially made to Seller by JXXXXXXX LOANCORE LLC, a Delaware limited liability company (without assuming any additional personal liability thereunder) the then unpaid principal balance under (i) "Lender"), the Amended Property presently is encumbered by a Deed of Trust, Assignment of Leases and Restated First Mortgage Note Rents, and Security Agreement dated as of September 30February 10, 1993 2016 (the "Existing NoteAssumed Deed of Trust"), and certain other security and related documents in connection with the Assumed Loan (collectively, the "Assumed Encumbrances"). The Assumed Loan is evidenced by that certain promissory note dated February 10, 2016 in the original stated principal amount of Eleven Fourteen Million Four Two Hundred FiftySeventy-Seven Five Thousand and No/100 NO/ 100 Dollars ($11,457,000.0014,275,000.00) (the "Note" and together with the Assumed Deed of Trust, the Assumed Encumbrances and any other documents executed by Seller in connection with the Assumed Loan, the "Assumed Loan Documents"), executed by Seller and payable to the order of the Travelers Insurance Company Lender. Seller agrees that it will make available to Buyer copies of the Assumed Loan Documents by providing such copies that are in Seller's possession or control directly to Buyer, within ten (10) business days after the Effective Date. (b) At the Closing, subject to the Lender's consent and approval as provided for in this Agreement: (a) Buyer shall assume Seller's obligations under the Note and all of the other Assumed Loan Documents and accept title to the Property subject to the Assumed Encumbrances, and (b) the Lender shall release Seller, as well as any guarantors and other obligated parties under the Assumed Loan Documents, from all obligations under the Assumed Loan Documents (collectively, the foregoing (a) and (b) referred to herein as the "Loan Assumption and Release"). (c) Buyer acknowledges that the Assumed Loan Documents require the satisfaction by Buyer of certain requirements as set forth therein to allow for the Loan Assumption and Release. Accordingly, Buyer, at its sole cost and expense, shall submit a complete application to Lender for assumption of the Assumed Loan together with all documents and information required in connection therewith (the "Travelers") (the current holder thereof and the servicer of the Existing Loan, shall be referred to collectively as "Existing LenderLoan Assumption Application"), (ii) the Amended and Restated First Mortgage executed by Seller on or prior to the Travelers expiration of the Inspection Period. Buyer acknowledges and dated as agrees that Buyer is solely responsible for the preparation and submittal of September 30the Loan Assumption Application, 1993 ("Existing Mortgage")including the collection of all materials, documents, certificates, financials, signatures, and (iii) other items related to Buyer that are required to be submitted to Lender in connection with the Loan Assumption Application; provided, however, Seller shall cooperate with Buyer to provide such documentation and information as may be required in connection with the Loan Assumption Application. Seller acknowledges and agrees that Seller is responsible for the submittal to Lender of all materials, documents, certificates, financials, signatures, and other documents securing payment of the Existing Note or items related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed Seller that are required to be submitted to Lender in connection therewith with the Loan Assumption Application; provided, however, Buyer shall cooperate with Seller to provide such documentation and information as may be required in connection with the Loan Assumption Application. (d) Buyer shall comply with Lender's reasonable assumption guidelines in connection with the Loan Assumption and Release. Buyer shall be responsible at its sole cost and expense to use commercially reasonable efforts to correct and re-submit any deficiencies noted by Lender in connection with the Loan Assumption Application no later than three (3) business days after notification from Lender of such deficiency. Notwithstanding the foregoing, Buyer shall not be required to assume the Assumed Loan and Buyer may terminate this Agreement and receive a Refund of the Deposit if Lender's approval of the assumption is conditioned upon material modifications to the current Assumed Loan documents which would, without limitation, increase the interest rate, shorten the maturity date, or related theretorequire any form of additional or increased security or cash collateral on the part of Buyer beyond what is currently provided for in the Assumed Loan documents. Buyer shall not request any material modifications of the Assumed Loan documents or to the business terms of the Loan. In addition, as and for the same may have been avoidance of doubt, Buyer shall not place any supplemental financing on the Property on or may hereafter be amended prior to Closing. (e) Buyer shall pay all fees and expenses (including, without limitation, all servicing fees and charges, transfer fees, assumption fees, title fees and endorsement fees) imposed or restated, shall charged by the Lender or its counsel (such fees and expenses collectively be being referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing LoanLender Fees"). Provided, in connection with the Loan Assumption Application and the Loan Assumption and Release; provided, however, Seller shall be released at Closing from solely responsible for the payment of any liability arising and all penalties and fees related to the acts or omissions of Seller under the Existing Assumed Loan or Documents. (f) Seller shall assign all of its right, title and interest in and to all reserves, impounds and other accounts held by Lender in connection with the Existing Loan Documents attributable Assumed Loan, and at Closing, Buyer shall remit to Seller an amount equal to the time period following Closingbalance of such reserves (including, without limitation, the tenant improvement reserve, capital improvement reserve, tax reserve, and insurance reserve), impounds and accounts so assigned. (g) The Loan Assumption and Release upon Closing shall be a condition to Closing unless waived by Buyer and Seller. All funds held by In the Existing event Lender in any escrowdelivers written notice expressly rejecting the Loan Assumption and Release, reserve or similar accounts pursuant then this Agreement shall thereafter be terminated due to the terms failure of the Existing Loan Documents are held for the benefit of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable to the Existing Lendersaid condition, and Seller the Deposit shall be entitled Refunded to arrange with Buyer and neither party shall have any further liability hereunder, except for such obligations and indemnities which expressly survive the Existing Lender for return termination of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Datethis Agreement.

Loan Assumption. By Purchaser accepting title under Seller shall deliver to Buyer, within three (3) days after the Effective Date, true and subject correct copies of all of the documents related to the Loan listed on Exhibit "K" attached hereto (collectively, the "Loan Documents"). In the event this Agreement has not been terminated on or prior to the Approval Date, not later than five (5) business days after the Approval Date, Buyer shall make application, at its sole cost and expense, to the appropriate parties in accordance with the Loan Documents for a) Lender's approval Buyer's assumption of the Loan without assuming any additional personal liability thereundermaterial modification of the terms thereof, b) the then unpaid principal balance release of Seller from any liability under the Loan accruing from and after the Closing, and c) HUD’s approval of Buyer's acquisition of the Property, all in accordance with the Loan Documents (collectively, the "Lender's Approval" and the transactions described in a), b) and c) are collectively, the “Loan Assumption”). Buyer shall make all reasonable efforts to timely provide Lender and/or HUD with any information reasonably requested in order to obtain the Lender's Approval. Buyer shall deliver written notice to Seller within one (1) business day after (i) Buyer's receipt of written notice from Lender and/or HUD evidencing the Amended and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller and payable to the order of the Travelers Insurance Company (the "Travelers") (the current holder thereof and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender")'s Approval, (ii) Buyer's receipt of written notice from Lender evidencing Lender's rejection of the Amended and Restated First Mortgage executed by Seller to the Travelers and dated as of September 30, 1993 Loan Assumption (a "Existing MortgageRejection Notice"), and or (iii) all other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage Buyer’s notifying Lender in writing that Buyer withdraws Buyer's request for Lender’s Approval (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the a "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing LoanWithdrawal Notice"). Provided, Seller Buyer shall be released at Closing from comply with all reasonable requirements set by Lender and HUD in connection with the Loan Assumption provided that such does not include any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant material change to the terms of the Existing Loan. Seller shall reasonably cooperate with Buyer and use commercially reasonable and diligent efforts in connection with all applications and submittals in connection with the Loan Documents are held for Assumption and obtaining HUD’s approval. In the benefit event Buyer fails to obtain Lender’s Approval, notwithstanding the terms of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable this Agreement to the Existing Lendercontrary, the Loan Assumption will not occur at Closing and Seller Buyer shall be entitled to arrange responsible for and pay all fees and costs associated with the Existing Lender for return of Seller's funds any prepayment penalties or yield maintenance incurred in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in connection with such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as satisfaction of the Closing DateLoan at Closing.

Loan Assumption. By Purchaser accepting title under Seller shall deliver to Buyer, within three (3) days after the Effective Date, true and subject correct copies of all of the documents related to the Loan listed on Exhibit "K" attached hereto (collectively, the "Loan Documents"). In the event this Agreement has not been terminated on or prior to the Approval Date, not later than five (5) business days after the Approval Date, Buyer shall make application, at its sole cost and expense, to the appropriate parties in accordance with the Loan Documents for a) Lender's approval Buyer's assumption of the Loan without assuming any additional personal liability thereundermaterial modification of the terms thereof, b) the then unpaid principal balance release of Seller from any liability under the Loan accruing from and after the Closing, and c) HUD’s approval of Buyer's acquisition of the Property, all in accordance with the Loan Documents (collectively, the "Lender's Approval" and the transactions described in a), b) and c) are collectively, the “Loan Assumption”). Buyer shall make all reasonable efforts to timely provide Lender and/or HUD with any information reasonably requested in order to obtain the Lender's Approval. Buyer shall deliver written notice to Seller within one (1) business day after (i) Buyer's receipt of written notice from Lender and/or HUD evidencing the Amended and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller and payable to the order of the Travelers Insurance Company (the "Travelers") (the current holder thereof and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender")'s Approval, (ii) Buyer's receipt of written notice from Lender evidencing Lender's rejection of the Amended and Restated First Mortgage executed by Seller to the Travelers and dated as of September 30, 1993 Loan Assumption (a "Existing MortgageRejection Notice"), and or (iii) all other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage Buyer’s notifying Lender in writing that Buyer withdraws Buyer's request for Lender’s Approval (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the a "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing LoanWithdrawal Notice"). Provided, Seller Buyer shall be released at Closing from comply with all reasonable requirements set by Lender and HUD in connection with the Loan Assumption provided that such does not include any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant material change to the terms of the Existing Loan. Seller shall reasonably cooperate with Buyer and use commercially reasonable and diligent efforts in connection with all applications and submittals in connection with the Loan Documents are held for Assumption and obtaining HUD’s approval. In the benefit event Buyer fails to obtain Lender’s Approval, notwithstanding the terms of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable this Agreement to the Existing Lendercontrary, the Loan Assumption will not occur at Closing and Seller Buyer shall be entitled to arrange responsible for and pay all fees and costs associated with the Existing Lender for return of Seller's funds any prepayment penalties or yield maintenance incurred in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in connection with such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as satisfaction of the Closing Date.Loan at Closing. ARTICLE 3

Loan Assumption. By Purchaser accepting title under and subject Without limiting the foregoing, Borrower shall have the right to sell, assign, convey or transfer (without assuming any additional personal liability thereunderbut not mortgage, hypothecate or otherwise encumber or grant a security interest in) the then unpaid principal balance under direct or indirect legal or equitable title to all (but not less than all) of the Property only if: (a) after giving effect to the proposed transaction: (i) the Amended Property will be owned by a Single Purpose Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Pre-approved Transferee or such other entity (specifically approved in writing by both Lender and Restated First Mortgage Note dated each Rating Agency) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.29 hereof (as if such transferee shall have remade all of September 30such representations, 1993 warranties and covenants as of, and after giving effect to, the proposed transaction); such Single Purpose Entity shall have executed and delivered to Lender an assumption agreement and such other agreements as Lender may reasonably request ("Existing collectively, the Assumption Agreement) in form and substance acceptable to Lender, evidencing the proposed transferee's agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note", the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Pre-approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller and payable to the order of the Travelers Insurance Company (the "Travelers") (the current holder thereof and the servicer of the Existing Loan, transferee shall cause to be referred delivered to collectively Lender such legal opinions and title insurance endorsements as "Existing may be reasonably requested by Lender"), ; (ii) an Acceptable Manager shall continue to act as Manager for the Amended and Restated First Mortgage executed by Seller Property pursuant to the Travelers and dated as of September 30, 1993 ("Existing Mortgage"), and existing Management Agreement or an Acceptable Management Agreement; and (iii) all no Event of Default shall have occurred and be continuing; (b) the Assumption Agreement shall state the applicable transferee's agreement to abide by and be bound by the terms in the Note (or such other documents securing payment of promissory notes to be executed by the Existing Note transferee, such other promissory note or related notes to be on the same terms as the Note), the Security Instrument, this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage terms hereof) and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing such other Loan Documents (or other loan documents to be delivered by such transferee, which shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant contain terms substantially identical to the terms of the Existing applicable Loan Documents are held Documents) whenever arising, and Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Lender; (c) following execution of a contract for the sale of the Property and not less than thirty (30) days prior to the expected date of such proposed sale, Borrower shall submit notice of 109 such sale to Lender. Borrower shall submit to Lender, not less than ten (10) days prior to the expected date of such sale, the Assumption Agreement for execution by Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Property is located and shall be reasonably satisfactory to Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such assumption, together with an Officer's Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Security Instrument; (d) prior to any such transaction, the proposed transferee shall deliver to Lender an Officer's Certificate stating that (x) such transferee is not an "employee benefit plan" within the meaning of Seller. At ClosingSection 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (e) if the transfer is to (i) an entity other than a Pre-approved Transferee or a Permitted Borrower Transferee, a Rating Agency Confirmation shall have been received in respect of such proposed transfer (or, if allowed by the Existing proposed transfer shall occur prior to a Securitization, such transfer shall be subject to Lender, Purchaser shall fund such escrow/reserve accounts 's consent in cash or by posting a letter of credit acceptable to the Existing Lenderits sole discretion), and Seller (ii) a Permitted Borrower Transferee, such transfer shall be entitled subject to arrange Lender's prior written consent in its reasonable discretion; (f) the terms of Section 8.6 shall be complied with and Borrower shall cause the transferee to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of S&P and such other Rating Agency confirming that such organizational documents comply with the Existing single purpose bankruptcy remote entity requirements set forth herein; (g) Lender for return shall have received the payment of, or reimbursement for, all reasonable costs and expenses incurred by Lender and the Rating Agencies (and any servicer in connection with a Securitization) in connection therewith (including, without limitation, reasonable attorneys' fees and disbursements); and (h) Each of Seller's funds the Mezzanine Borrowers shall simultaneously exercise its right to transfer the "Collateral" (as defined in the escrow/reserve accounts; otherwise, Seller shall transfer Mezzanine Loan) pursuant to Purchaser all and in accordance with Section 8.5 of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller each Mezzanine the total amounts held in all such accounts as of the Closing DateLoan Agreement.

Loan Assumption. By Purchaser accepting title under and acknowledges that the Hanover Property is subject to a mortgage lien in favor of MONY Life Insurance Company (without assuming any additional personal liability thereunder) the then unpaid principal balance under (i) the Amended and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"“Lender”), which mortgage lien secures a loan in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand $5,530,000.00 (the “Hanover Loan”). Purchaser shall use commercially reasonable efforts on or before the Closing to obtain Lender’s approval of (i) Purchaser’s assumption of the Hanover Loan in accordance with and No/100 Dollars on the terms and conditions contained in those certain documents evidencing and governing the Hanover Loan ($11,457,000.00the “Loan Documents”), executed by Seller and payable copies of which have been provided to Purchaser on or prior to the order date hereof, and (ii) the full release of Hanover and LaSalle Medical Office Fund, L.L.C. (the “Existing Guarantor”) from any and all liability under the Loan Documents arising from and after the Closing Date (together, the “Assumption Obligation”). Seller shall cooperate with Purchaser in Purchaser’s efforts to satisfy the Assumption Obligation. At Closing, if the Assumption Obligation is satisfied and the Hanover Loan is assumed by Purchaser, (i) Purchaser shall receive a credit against the Purchase Price equal to the outstanding principal and accrued interest due as of the Travelers Insurance Company (Closing Date under the "Travelers") (the current holder thereof and the servicer of the Existing Hanover Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended Purchaser shall pay to Seller, and Restated First Mortgage executed by Seller shall receive as a credit to the Travelers Purchase Price, an amount equal to any and dated all reserves and escrows (“Loan Escrows”) held by Lender under the Hanover Loan which are, in turn, credited to Purchaser as part of September 30, 1993 ("Existing Mortgage")the assumption, and (iii) all other documents securing payment Seller shall pay to Lender the assumption fee equal to one percent (1%) of the Existing Note or related to then outstanding principal balance of the Existing Note or the Mortgage Hanover Loan (the Existing Note, Existing Mortgage “Assumption Fee”) due and any documents executed payable in connection therewith or related thereto, as with any assumption of the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Hanover Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms and conditions of the Existing Hanover Loan Documents are held for Documents. Purchaser shall pay any and all other fees and expenses due and payable in connection with the benefit assumption of Sellerthe Hanover Loan, including without limitation, the attorneys’ fees, mortgage taxes, and other closing fees incurred by Lender. At If Purchaser is unable to satisfy the Assumption Obligation on or before the Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts notify Seller in cash writing of the same and the Closing shall be extended to a date not later than April 15, 2006 in order to provide Purchaser with additional time to satisfy the Assumption Obligation. If the Assumption Obligation is not satisfied on or by posting before April 15, 2006, Purchaser may, at its election, (a) terminate this Agreement and receive a letter return of credit acceptable the Deposit, or (b) proceed to Closing, in which case Seller shall cause the Hanover Loan to be repaid from the proceeds of the Closing and the Property shall be conveyed free and clear of all liens and encumbrances related to the Existing Lender, and Seller shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accountsHanover Loan, and Purchaser shall pay or credit to Seller at Closing, in addition to the total amounts held in all such accounts as Purchase Price payable hereunder, an amount equal to one half of the Closing Dateprepayment premium due and payable to Lender upon prepayment of the Hanover Loan pursuant to the terms and provisions of the Loan Documents.

Loan Assumption. By A condition precedent to the obligation of Purchaser accepting title under to close hereunder (the “Loan Assumption Condition Precedent”) is that Xxxxxxx National Life Insurance Company and/or its loan servicer and subject the rating agency (if applicable) (collectively, the “Existing Lender”) agree to allow Purchaser to assume the existing indebtedness currently encumbering the Property (approximate current principal balance $45,280,000.00 with a maturity date of September 1, 2018 and an interest rate of 6.02%) on terms that are acceptable to Purchaser in its sole and absolute discretion (“Existing Loan”). An additional condition precedent to the obligation of Purchaser to close the transaction described by this Agreement is that the Existing Lender actually closes on the Existing Loan assumption at Closing on terms consistent with the approved Loan Assumption Consent Letter (as hereinafter defined)(the “Loan Assumption Closing Condition Precedent”). Also, Purchaser shall receive the written consent of Existing Lender to allow Purchaser to assume the Existing Loan (“Loan Assumption Consent Letter”) in form and content satisfactory to Purchaser in its sole discretion including, without assuming any additional personal liability thereunder) limitation, a statement of the then existing unpaid principal balance and accrued interest under (i) the Amended Existing Loan; a statement from Existing Lender regarding the presence or absence of a default by Seller under the Existing Loan; and Restated First Mortgage Note dated as the amounts of September 30the balances, 1993 ("if any, held in Existing Note")Lender’s escrow, in reserve or holdback accounts. Purchaser shall receive a credit at Closing equal to the original principal amount of Eleven the Existing Loan assumed by Purchaser (including any accrued and unpaid interest). In addition, at Closing, Seller shall escrow with Escrow Agent pursuant to a sole order controlled by Purchaser a portion of the Purchase Price in an amount equaling Three Million Four Nine Hundred Fifty-Seven Seventeen Thousand Five Hundred and No/100 Dollars ($11,457,000.003,917,500.00) in consideration of the principal payments due under the Existing Loan from the date of Closing until the maturity date of the Existing Loan. Such escrow shall become the property of the Purchaser as of the Closing Date and Seller will have no further claim to the escrowed funds. The escrow shall be available to Purchaser to pay the monthly principal installments of said Existing Loan as and when same become due. Seller shall be responsible for payment of any and all Existing Loan assumption costs, expenses and charges incurred and/or imposed (however characterized) by Existing Lender, and any governmental authority having jurisdiction thereof, including, but not limited to (collectively, the “Assumption Costs”): (i) prepayment penalties and premiums (including, but not limited to, any third party costs such as costs to break any swap or hedging agreements), executed by Seller and payable to the order (ii) legal fees of the Travelers Insurance Company Existing Lender, (iii) legal opinions (other than due authorization and Purchaser’s local counsel), (iv) mortgage taxes imposed upon the "Travelers") (the current holder thereof and the servicer assumption of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended and Restated First Mortgage executed by Seller to the Travelers and dated as of September 30, 1993 ("Existing Mortgage")if any, and (iiiv) all other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage processing and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan")loan assumption fees. Provided, Seller shall be released at Closing from any liability arising under receive credit for the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in amount of any escrow, reserve impound or similar accounts pursuant to the terms of the Existing Loan Documents are like deposits held for the benefit of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash amounts currently estimated to be $0. In the event the Loan Assumption Condition Precedent and/or the Loan Assumption Closing Condition Precedent are not satisfied on or by posting a letter of credit acceptable to the Existing Lender, and Seller shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of before the Closing Date, either party shall have the right to terminate this Agreement upon written notice to the other party in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations accruing hereunder from and after the effective date of said termination.

Loan Assumption. By Purchaser accepting Without limiting the foregoing, Mezzanine Borrower shall have the right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) the direct or indirect legal or equitable title to all (but not less than all) of the Collateral only if Mortgage Borrower simultaneously exercise their right to transfer the Property pursuant to Section 8.5 of the Loan Agreement (Mortgage) and: (A) after giving effect to the proposed transaction: (1) Mezzanine Borrower will be owned by a Single Purpose Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Pre-approved Transferee or such other entity (specifically approved in writing by Mezzanine Lender) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.20 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction); such Single Purpose Entity shall have executed and delivered to Mezzanine Lender an assumption agreement and such other agreements as Mezzanine Lender may reasonably request (collectively, the Assumption Agreement) in form and substance acceptable to Mezzanine Lender, evidencing the proposed transferee's agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Mezzanine Note and the other Loan Documents (Second Mezzanine) and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Pre-Approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (Second Mezzanine) (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Mezzanine Lender such legal opinions and title insurance endorsements as may be reasonably requested by Mezzanine Lender; (without assuming any additional personal liability thereunder2) an Acceptable Manager shall continue to act as Manager for the then unpaid principal balance under Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (3) no Event of Default shall have occurred and be continuing; and (4) Mezzanine Borrower shall have caused (i) the Amended transferee to execute and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), deliver to Mezzanine Lender a fully executed by Seller and payable counterpart to the order Pledge, pledging all of such transferee's direct equity interests in Mortgage Borrower to Mezzanine Lender as additional collateral for the Travelers Insurance Company (the "Travelers") (the current holder thereof Loan and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended ultimate parent(s) of such transferee to execute and Restated First Mortgage deliver to Mezzanine Lender a fully executed counterpart to the Recourse Guaranty (Second Mezzanine) and Environmental Indemnity (Second Mezzanine), together with a legal opinion from such transferee's counsel reasonably satisfactory to Mezzanine Lender with respect to the due execution, delivery, authority, enforceability and perfection (solely with respect to the Pledge) of the Pledge, Recourse Guaranty (Second Mezzanine) and Environmental Indemnity (Second Mezzanine). (B) the Assumption Agreement shall state the applicable transferee's agreement to abide by and be bound by the terms in the Mezzanine Note (or such other promissory notes to be executed by Seller the transferee, such other promissory note or notes to be on the same terms as the Mezzanine Note), this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the Travelers terms hereof) and dated as of September 30, 1993 ("Existing Mortgage"), and (iii) all such other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents (Second Mezzanine) (or other loan documents to be delivered by such transferee, which shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant contain terms substantially identical to the terms of the Existing applicable Loan Documents are held (Second Mezzanine)) whenever arising, and Mezzanine Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Mezzanine Lender; (C) following execution of a contract for the benefit sale of Sellerthe Property and not less than thirty (30) days prior to the expected date of such proposed sale, Mezzanine Borrower shall submit notice of such sale to Mezzanine Lender. At Closing, if allowed by the Existing Mezzanine Borrower shall submit to Mezzanine Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable not less than ten (10) days prior to the Existing expected date of such sale, the Assumption Agreement for execution by Mezzanine Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Collateral is located and shall be reasonably satisfactory to Mezzanine Lender. In addition, Mezzanine Borrower shall provide all other documentation Mezzanine Lender reasonably requires to be delivered by Mezzanine Borrower in connection with such assumption, together with an Officer's Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Pledge (or replacement pledge agreements, as applicable); (D) prior to any such transaction, the proposed transferee shall deliver to Mezzanine Lender an Officer's Certificate stating that (x) such transferee is not an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (E) if the transfer is to (i) an entity other than a Pre-approved Transferee, such transfer shall be subject to Mezzanine Lender's consent in its sole discretion, and Seller (ii) a Permitted Borrower Transferee, such transfer shall be entitled subject to arrange Mezzanine Lender's prior written consent in its reasonable discretion; (F) the terms of Section 8.6 shall be complied with and Mezzanine Borrower shall cause the transferee to deliver to Mezzanine Lender its organizational documents solely for the purpose of Mezzanine Lender confirming that such organizational documents comply with the Existing single purpose bankruptcy remote entity requirements set forth herein; and (G) Mezzanine Lender for return of Seller's funds shall have received the payment of, or reimbursement for, all reasonable costs and expenses incurred by Mezzanine Lender (and any Servicer) in the escrow/reserve accounts; otherwiseconnection therewith (including, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accountswithout limitation, reasonable attorneys' fees and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Datedisbursements).