Common use of Loan Assumption Clause in Contracts

Loan Assumption. (a) Purchaser shall use good faith efforts to obtain Lender's approval for Purchaser's assumption of the Loan on the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of the Loan Documents. Purchaser shall forward to Seller copies of any and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate the assumption of the Loan by Purchaser. (b) A condition precedent to Seller's obligation to close hereunder is that Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the Loan. (c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval by the Loan Approval Date, then the Xxxxxxx Money will be returned to Purchaser and this Agreement will terminate.

Loan Assumption. (a) Purchaser shall use good faith efforts to obtain Lender's approval for Purchaser's assumption In connection with any Transfer of the Loan on Property for which Lenders consent has been obtained pursuant to the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of this Article VIII, which consent may be granted or denied in Lender’s sole and absolute discretion, Borrower shall have the Loan Documents. Purchaser shall forward right to Seller copies of any request Lender’s consent, which consent may be granted or denied in Lenders sole and all notices and other corresp9ondence received from Lender by Purchaser or sent absolute discretion, to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate the assumption of the Loan by Purchaser. the purchaser of the Property. Any such assumption of the Loan shall be conditioned upon, among other things, (bi) A condition precedent to Seller's obligation to close hereunder the delivery of a Rating Agency Confirmation, (ii) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (iii) the delivery of evidence that the purchaser is that a Single Purpose Entity, (iv) the execution and delivery of all documentation reasonably requested by Lender, Seller relating to the Transfer of the Property and Purchaser shall enter into at Closing a debt the assumption agreement (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume of the Loan and Sellerthe delivery of a replacement Recourse Guaranty and a replacement Environmental Indemnity from a Guarantor that is acceptable to Lender in its sole and absolute discretion, and, upon receipt of such replacement Recourse Guaranty and replacement Environmental Indemnity, Lender shall release Guarantor from its obligations under the Recourse Guaranty and Environmental Indemnity, (v) the delivery of Opinions of Counsel requested by Lender, including, without limitation, a Nonconsolidation Opinion with respect to the purchaser and other entities identified by Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents and any other matters requested by Lender, (vi) the delivery of an endorsement to the Title Policy in form and substance acceptable to Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances, (vii) the payment of an assumption fee equal to one percent (1%) of the Principal Amount, and (ix) the payment of all existing indemnitors of Lender’s fees, costs and guarantorsexpenses, shall be released including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Lender from all debts, duties, obligations and liabilities under the Loanin connection with such assumption. (c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval by the Loan Approval Date, then the Xxxxxxx Money will be returned to Purchaser and this Agreement will terminate.

Loan Assumption. Lender shall have approved Purchaser's assumption of the Underlying Loan Documents, without material modification and Purchaser shall have approved the terms of the assumption documents required by Lender as a condition to such approval (a) Purchaser's approval of such assumption documents not to be unreasonably withheld or delayed); provided, however, Purchaser agrees to consent to such assumption documents so long as they do not materially modify the provisions of the Underlying Loan Documents. Purchaser covenants and agrees immediately on or before the Effective Date to pay Lender the $15,000.00 non-refundable processing fee if required by the Lender under the Underlying Loan Documents and to provide timely all information reasonably required by Lender in connection with Lender's approval of Purchaser's assumption of the Underlying Loan Documents, and Purchaser shall use good faith commercially reasonable efforts to obtain Lender's approval for consent to Purchaser's assumption of the Underlying Loan on the same terms as currently set forth in the Loan Documentssoon as reasonably possible. Purchaser, including an individual to assume the personal liability provisions of the Loan Documents. Purchaser upon a request from Seller, shall forward provide to Seller copies the current status of any and all notices and other corresp9ondence received from Lender by Purchaser or sent Purchaser's efforts to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate obtain Lender's consent to facilitate the assumption of the Loan by Purchaser. (b) A condition precedent Underlying Loan. Notwithstanding anything in this Agreement to Seller's obligation the contrary, if Lender fails to close hereunder is that Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and approve Purchaser's guarantor] shall assume assumption of the Underlying Loan and Sellerwithin the earlier of (i) the date Lender notifies Seller in writing that Lender is unwilling to approve Purchaser's assumption of the Underlying Loan, and all existing indemnitors and guarantorsor (ii) one hundred twenty (120) days following the Effective Date, then either Purchaser or Seller may terminate this Agreement, in which event the Deposit shall be released by Lender from all debts, duties, obligations and liabilities under the Loan. (c) If refunded to Purchaser has so long as Purchaser is not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter to Seller stating that all of Purchaser's contingencies in default under this Agreement are either satisfied and, so long as no default then exists under this Agreement, neither party shall have any further rights or waivedobligations under this Agreement, save and except the provisions of this Agreement which expressly survive a termination hereof. Purchaser has complied with all covenants and agrees to use commercially reasonable efforts to satisfy the requirements and paid all fees required for of Lender to the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues Underlying Loan pursuant to comply with all requests but it has not received the Underlying Loan Approval by Documents, including, without limitation, the requirements of Section 6.1 of the Loan Approval Date, then the Xxxxxxx Money will be returned to Purchaser and this Agreement will terminateAgreement.

Loan Assumption. (a) Purchaser shall use good faith efforts to obtain Lender's approval for Purchaser's assumption In connection with any Transfer of the Loan on Property for which Lender’s consent must be obtained pursuant to the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of this Article VIII, which consent shall not be unreasonably withheld or delayed, Borrower shall have the Loan Documents. Purchaser right to request Lender’s consent, which consent shall forward not be unreasonably withheld or delayed, to Seller copies of any and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate the assumption of the Loan by Purchaser. the purchaser of the Property. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of a Rating Agency Confirmation, (ii) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (iii) the delivery of evidence that the purchaser is a Single Purpose Entity, (iv) the execution and delivery of all documentation reasonably requested by Lender including a replacement guaranty of recourse obligations and environmental indemnity agreement, from an entity or entities satisfactory to Lender and the Rating Agencies, the form and substance of each shall be the same in all material respects as the Recourse Guaranty and Environmental Indemnity delivered as of the Closing Date (in which event Sponsor and Borrower shall be released from all liability under the Recourse Guaranty and Environmental Indemnity arising on or after such assumption), (v) the delivery of Opinions of Counsel requested by Lender, including, without limitation, a Nonconsolidation Opinion with respect to the purchaser and other entities identified by Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents and any other matters requested by Lender, (vi) the delivery of an endorsement to the Title Policy in form and substance acceptable to Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances, (vii) the payment of all of Lender’s fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Lender in connection with such assumption, (viii) evidence that the new borrower is of good repute and qualified to own properties of this type, (ix) payment to Lender of an assumption fee equal to 0.10% of the then outstanding Principal Amount of the Loan, and (x) confirmation that the transferee or its Affiliate (a) has not (within the past five (5) years) defaulted, or is not now in default, beyond any applicable cure period, of its material obligations, under any material written agreement with Lender, any Affiliate of Lender, or, unless approved by the Rating Agencies, any other financial institution or other person providing or arranging financing; (b) A condition precedent has not been convicted in a criminal proceeding for a felony or a crime involving moral turpitude or that is not an organized crime figure or is not reputed (as determined in good faith by Lender) to Seller's obligation to close hereunder is that Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the Loan. have substantial business or other affiliations with an organized crime figure; (c) If Purchaser has not received at any time filed a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (d) as to which an acceptable loan assumption approval involuntary petition ("LOAN APPROVAL"which was not subsequently dismissed within one hundred twenty (120) before days), has not at any time been filed under the end of Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (e) has not at any time filed an answer consenting to or acquiescing in any involuntary petition filed against it by any other person under the Inspection Period, then Purchaser may extend the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (f) has not at any time for Loan Approval by delivering a letter consented to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required acquiesced in or joined in an application for the assumption applicationappointment of a custodian, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time receiver, trustee or examiner for Purchaser's loan approval for up to thirty itself or any of its property; (30g) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval at any time made an assignment for the benefit of creditors, or has at any time admitted its insolvency or inability to pay its debts as they become due; or (h) has not been found by the Loan Approval Date, then the Xxxxxxx Money will be returned a court of competent jurisdiction or other governmental authority in a comparable proceeding to Purchaser and this Agreement will terminatehave violated any federal or state securities laws or regulations promulgated thereunder.

Loan Assumption. At the Closing, Buyer shall assume the Existing Financing, subject to the terms hereof. With respect to Buyer’s assumption of Existing Financing: (a) Purchaser Sellers and Buyer shall cooperate and use commercially reasonable efforts to cause Lender (or its loan servicer, as applicable) to approve (i) Buyer’s assumption of the Existing Financing from and after the Closing Date, (ii) the termination of the Management Agreements and Franchise Agreements, (iii) the appointment of Buyer’s new manager, and (iv) the Buyer’s execution of the New Franchise Agreements and replacement management agreements (collectively, “Loan Assumption”) and to cause the applicable Seller and all applicable guarantors, if any, to be released from any and all liability under the Existing Financing first arising or accruing subsequent to the Closing Date (collectively, “Lender Approval”). In connection therewith, Buyer covenants and agrees to submit loan assumption applications along with any required loan application fees and deposits to the Lender promptly after the Effective Date, and thereafter shall use good faith and diligent efforts to obtain Lender's approval for Purchaser's assumption of the Loan on the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of the Loan Documents. Purchaser shall forward to Seller copies of any and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate the assumption of the Loan by PurchaserApproval. (b) A condition precedent In connection with the foregoing, Buyer agrees (i) to Seller's reasonably cooperate with Lender’s customary requests for delivery of information about Buyer, subject to any of Buyer’s reasonable protocols restricting the disclosure of information regarding its members, partners and investors, (ii) to approve any commercially reasonable loan assumption documents in form and content customarily required of similarly situated buyers in similar transactions; provided, however, that such documents shall be in form satisfactory to Buyer, in its commercially reasonable discretion, and without limitation on the foregoing, such documents (A) shall only require Buyer and Buyer’s Replacement Guarantor to assume the obligations under the Existing Financing Documents for such Existing Financing first arising after (but not before) the Closing, and in substantially the same form as those set forth in the current Existing Financing Documents for such Existing Financing, with such changes as Buyer may request to reflect the organizational requirements of Buyer (which changes shall, among other items, permit certain internal transfers within Buyer and its Affiliates and other indirect transfers so long as the same do not result in a change of control of Buyer and Buyer complies with Lender’s “know your customer” requirements for transfers that result in a transferee owning more than 20% of a direct or indirect interest in Buyer), and (B) shall not include any requirement (except as Buyer approves, which approval may be given or withheld in Buyer’s sole and absolute discretion) that (I) any terms of the Existing Financing Documents for such Existing Financing be changed except as required by Buyer as provided in clause (A) above (including any change in the economic provisions of the Existing Financing Documents), (II) any person or entity provide any guaranty to Lender other than a nonrecourse carve-out guaranty and/or an environmental indemnity in the form as exists in the Existing Financing Documents or otherwise in form satisfactory to Buyer (in Buyer’s sole and absolute discretion), from Buyer’s Replacement Guarantor or (III) there be any increase in reserves or new reserves or any other obligations not currently imposed under the Existing Financing Documents for such Existing Financing, and (iii) to comply with any other commercially reasonable requirements and conditions of the Lender in (1) Buyer agrees to provided Buyer’s Replacement Guarantor for the non-recourse carve out obligations and environmental indemnity obligations under the Existing Financing, and (2) Buyer acknowledges that the economic terms of the Existing Financing shall not be modified in connection with the Lender Approval and that Buyer’s obligation to close hereunder is that perform under this Agreement shall not be conditioned upon the Lender providing any modifications to the economic terms of the Existing Financing. Sellers shall reasonably cooperate with Buyer in applying for and obtaining the Lender Approval, including delivery of any notices or requests required to be submitted in connection therewith or other information regarding the Property reasonably requested by the Lender. Buyer shall provide Sellers with updates, Seller and Purchaser shall enter into at Closing a debt assumption agreement (upon Sellers’ request, of the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume status of the Loan and Seller, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the LoanApproval. (c) If Purchaser has not received an acceptable Any loan assumption approval ("LOAN APPROVAL") before fees required by any Lender as a condition to the end Lender Approval, as well as all other costs and expenses of a Lender associated with issuance of the Inspection PeriodLender Approval, then Purchaser may including without limitation all attorneys’ fees, title costs, appraisal fees, rating agency fees, and other actual third party costs incurred by Lender or the servicer of such Existing Financing in connection with the application for the Lender Approval, shall be paid by Buyer at the Closing. The Existing Financing shall be credited towards the Purchase Price, provided, for purposes of determining the amount of the Existing Financing to be credited toward the Purchase Price, the aggregate of the outstanding principal balance of the Existing Financing and all accrued and unpaid interest and late charges or other similar fees (but excluding any assumption fees paid by Buyer), if any, as of the Closing Date. (d) Sellers acknowledge that as of the Effective Date, Buyer’s Replacement Guarantor does not satisfy any of the financial covenants set forth in the Existing Financing and that Buyer’s Replacement Guarantor will only be able to satisfy such financial covenants when SREIT, which is the general partner of Buyer’s Replacement Guarantor, has received purchase orders for at least $150,000,000 in shares and all of the conditions to the release of escrow described in the Prospectus of Starwood Real Estate Income Trust, Inc. dated as of December 27, 2017 (as supplemented, modified or amended) have been satisfied. In the event Buyer anticipates that Buyer’s Replacement Guarantor will fail to satisfy the financial covenants set forth in the Existing Financing as of the Closing Deadline (as extended pursuant to Section 1.1 hereof), Buyer shall have the right to further extend the time Closing Deadline for Loan Approval an additional forty-five (45) days by delivering a letter delivery not less than five (5) Business Days prior to the then scheduled Closing Deadline of written notice to Seller stating that all of Purchaser's contingencies under such extension and the delivery of an additional Extension Deposit to Escrow Agent. Buyer’s Replacement Guarantor’s failure to satisfy the financial covenants set forth in the Existing Financing as of the Closing Deadline (as extended pursuant to this Section 3.4(d)) shall constitute a breach of default of this Agreement are either satisfied or waived, Purchaser has complied with all requirements by Buyer and paid all fees required for Sellers shall have the assumption applicationright to avail themselves of the remedies provided in, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval by the Loan Approval Datesubject to, then the Xxxxxxx Money will be returned to Purchaser and this Agreement will terminateSection 11.1.

Loan Assumption. Provided no Event of Default is then continuing, Borrower shall have the one time right to cause First Mezzanine Borrower to cause Mortgage Borrower to Transfer (abut not mortgage, hypothecate, pledge or otherwise encumber or grant a security interest in) Purchaser the fee simple title to all (but not fewer than all) of the Individual Properties only if after giving effect to the proposed transaction, the Individual Properties will be owned by one or more Single Purpose Entities (collectively, “Transferee Mortgage Borrower”), which Transferee Mortgage Borrower shall use good faith efforts be wholly owned and Controlled by a Permitted Transferee (“Transferee First Mezzanine Borrower”, and, together with Transferee Mortgage Borrower, individually or collectively, as the context may require, “Transferee Senior Borrower”), which Transferee First Mezzanine Borrower shall be wholly owned and Controlled by a Permitted Transferee (“Transferee Borrower”). Any such transfer to obtain Lender's approval for Purchaser's a Transferee Mortgage Borrower and assumption of the Loan on shall be conditioned upon Lender’s reasonable approval, which may be conditioned upon among other things, (i) the same terms as currently set forth delivery of financial information, including, without limitation, audited financial statements, for Transferee Borrower and each Transferee Senior Borrower, and the direct and indirect owners of Transferee Borrower, (ii) the delivery of evidence that each of Transferee Senior Borrower and Transferee Borrower is a Single Purpose Entity, and that none of Transferee Senior Borrower, Transferee Borrower nor any Person that Controls any Transferee Senior Borrower or Transferee Borrower is a Disqualified Transferee, (iii) the execution and delivery by Transferee Borrower of an assumption agreement in form and substance acceptable to Lender, assuming all of Borrower’s obligations under the Loan Documents, including (iv) the execution and delivery by Transferee Borrower of a replacement pledge and security agreement in substantially the same form as the Pledge, (v) the delivery of a UCC policy issued by a national title company acceptable to Lender and in form and substance acceptable to Lender insuring Lender’s first priority interest in 100% of the equity of the Transferee First Mezzanine Borrower, (vi) the management of the Property by a Qualified Manager or by a property manager reasonably acceptable to Lender; (vii) the satisfaction of the Guarantor Net Worth Requirements, (viii) the execution and delivery of all documentation reasonably requested by Lender, (ix) the delivery of Opinions of Counsel requested by Lender, including, without limitation, an individual Additional Non-Consolidation Opinion with respect to assume each Transferee Senior Borrower, Transferee Borrower and other entities identified by Lender and opinions with respect to the personal liability provisions valid formation, due authority and good standing of each Transferee Senior Borrower, Transferee Borrower, Qualifying Replacement Guarantor and any additional pledgors, and the continued enforceability of the Loan Documents. Purchaser shall forward to Seller copies of Documents and any and all notices and other corresp9ondence received from Lender matters requested by Purchaser Lender, (x) a new owner’s title insurance policy or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate policies on a form customarily used in the assumption applicable state where each Property is located at the time of the Loan by Purchaser. Transfer, insuring no less than the fair market value of each Property and issued to the new mortgage borrower (b) A condition precedent to Seller's obligation to close hereunder is that including the mezzanine endorsement thereto in favor of Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement (to the "ASSUMPTION AGREEMENT"extent available), pursuant subject only to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantorsPermitted Encumbrances, shall be released delivered to Lender, (xi) satisfaction of all requirements of the Senior Loan Documents and the Loan Documents respecting such Transfer and assumption, and confirmation to Lender and each Senior Lender that such requirements have been satisfied, (xii) the payment of all of Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Lender from all debtsin connection with such assumption, duties, obligations and liabilities (xiii) payment to Lender of the Assumption Fee (in addition to the payments required under the Loanforegoing clause (xii)). (c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval by the Loan Approval Date, then the Xxxxxxx Money will be returned to Purchaser and this Agreement will terminate.

Loan Assumption. By or before July 12, 2021, Purchaser shall submit any application, information and/or related fees (athe foregoing, collectively, the “Required Loan Submissions”) to obtain Lender’s consent to assume the Existing Loan (the “Loan Assumption”), and Purchaser shall use good faith diligent and commercially reasonable efforts thereafter to obtain Lender's approval for Purchaser's assumption ’s consent to the 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 Loan on the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of the Mortgage Loan Documents. Purchaser shall forward to promptly provide Lender with all Required Loan Submissions and any other documents, information and fees reasonably requested by Lender in connection with the Loan Assumption. Seller copies of shall reasonably cooperate with Purchaser in connection with obtaining Lender’s Approval and assuming the Existing Loan, including executing any and all notices documents reasonably requested in connection therewith; provided, however, that (a) any additional costs and other corresp9ondence received expenses incurred by Seller as a result of (y) Purchaser’s obtaining Lender’s Approval or (z) the Loan Assumption shall be borne by Purchaser, and (b) Purchaser shall indemnify, defend and hold harmless Seller from Lender by any loss, liability, claim, demand or damage arising out of Seller’s cooperation hereunder. At Closing, Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller shall assume the Existing Loan and Purchaser shall reasonably cooperate 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 facilitate any such fees. Notwithstanding anything to the assumption 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 funds held by Lender (collectively the “Lender Held Escrows”). Seller, its affiliates and all existing guarantors of the Existing Loan shall be released at Closing by Purchaser. (b) A Lender from all obligations, liabilities and duties arising under the Mortgage Loan Documents, and such release shall be a condition precedent to Seller's obligation ’s obligations to close hereunder is that Lenderthe 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 from and after the Closing Date. Notwithstanding anything herein to the contrary, Seller and for the avoidance of doubt, in the event (i) Purchaser shall enter into at Closing a debt assumption agreement fails to satisfy its requirements related to the Required Loan Submissions or (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume ii) Lender does not approve the Loan and Seller, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the Loan. (c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter Assumption prior to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period, Purchaser shall be required to secure any and all conventional financing necessary for Purchaser to (Y) acquire the Hotel and Property and/or (Z) close the subject transaction. If For the avoidance of doubt, Purchaser continues to comply shall be responsible for all fees, charges, expenses, penalties and/or costs imposed by Lender in connection with all requests but it has not received Loan Approval by paying off, or Purchaser’s assumption of, as the Loan Approval Datecase may be, then the Xxxxxxx Money will be returned to Purchaser and Existing Loan, which obligation shall expressly survive the Closing and/or the expiration or earlier termination of this Agreement will terminate.Agreement. TITLE TO THE PROPERTY

Loan Assumption. (a) Purchaser shall use good faith efforts to obtain Lender's approval for Purchaser's assumption Each of the Loan on the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of the Loan Documents. Purchaser shall forward to Seller copies of any and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall use commercially reasonable efforts to obtain, and shall cooperate with each other in obtaining, the Lender Consent and effecting the Loan Assumption at Closing. Without limiting the generality of the foregoing: 447401 PPAB 5645124v6 8.2.1 As soon as is reasonably practicable, Seller shall provide to Purchaser any applications or forms of Lender required for the Loan Assumption and identify to Purchaser any required application fee(s) required by Lender in connection with such submission. 8.2.2 On the day after expiration of the Inspection Period or such earlier date as may be agreed to by Seller and Purchaser, Purchaser shall submit to Seller for submission in turn to Lender an application and all related documentation reasonably anticipated to be required by Lender to be submitted by Purchaser in connection with the obtaining of the Lender Consent or the Loan Assumption in form reasonably approved by Seller and Purchaser (the “Assumption Approval Request”) and Purchaser shall pay any Lender any application fees required by Lender in connection with such submission which was identified by Seller and approved by Purchaser during the Inspection Period. As part of the application submitted by Seller, Seller shall request that Lender agree to release from the lien of the Mortgage (as defined in Paragraph 4 of Exhibit B hereto) the Phase 2 Property, which shall be deeded to Blackbaud Guarantor, as assignee of Blackbaud, Inc. under the Lease, contemporaneously with the Loan Assumption and Closing. Seller shall cooperate with Purchaser in obtaining the consent from Lender to facilitate release the Phase 2 Property from the Lease and the lien of the Mortgage at the Closing. 8.2.3 The Assumption Approval Request shall further provide that BB Real Property Development, LLC, a Delaware limited liability company (“Blackbaud Guarantor”), which is the owner of all ownership interests in Purchaser, will execute and deliver to Lender agreements guaranteeing certain standard environmental and “carveout” obligations in the same form and substance as the Existing Loan guaranties and indemnities, unless otherwise agreed to by Purchaser and Lender. Blackbaud, Inc. will capitalize the Blackbaud Guarantor with assets so as to result in net worth not less than $10,000,000, including not less than $5,000,000 of liquid assets and shall not permit Blackbaud Guarantor to incur debts or liabilities that would cause the Blackbaud Guarantor to fall below such amounts. If required by the Lender, Blackbaud, Inc. shall enter into an agreement, in a form reasonably acceptable to Lender providing that Blackbaud, Inc. will not permit Blackbaud Guarantor, to take any action or omit to take any action which results in Blackbaud Guarantor violating the terms of the “carve out” guaranty and environmental indemnity agreement executed by Blackbaud Guarantor as part of the Loan Assumption. If required by Lender, such “carve out” guaranty and environmental indemnity agreement shall include such covenants as may be required by Lender to ensure that such assets and liquid assets are not subject to claims of creditors or third parties that would be detrimental to Lender. 8.2.4 The Loan Assumption shall include: (i) as to Seller, a release of liability for any “carveout,” environmental or other guaranty obligations of Seller and Xxxx X. Xxxxxx, which release shall be in form and substance reasonably acceptable to Seller; and (ii) as to Purchaser, either the release of the Phase 2 Property at the Closing or the receipt by Purchaser at the Closing of reasonably satisfactory assurances from Lender that Lender will release the Phase 2 Property upon the satisfaction of the requirements of Section 3.4 of the Mortgage and Article 13 of the Lease. 8.2.5 Purchaser and Seller agree to use good faith and commercially reasonable efforts to satisfy any and all underwriting requirements of Lender with respect to the assumption of the Existing Loan by Purchaser. (b) A condition precedent to Seller's obligation to close hereunder is that Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the Loan. (c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that Purchaser may require that the Lender and Seller execute a non-disclosure agreement, satisfactory to the parties, prior to receiving any non-public or confidential information regarding Purchaser, the Blackbaud Guarantor, or Blackbaud, Inc. Seller shall not disclose any non-public or confidential information regarding Purchaser, the Blackbaud Guarantor, or Blackbaud, Inc. to Lender without such a non-disclosure agreement having been signed by Lender and Seller. 447401 PPAB 5645124v6 8.2.6 At Purchaser’s cost, Purchaser agrees to use good faith and commercially reasonable efforts to cause the Escrow Agent to issue an endorsement to the Lender’s policy of title insurance issued in connection with the Existing Loan, stating that the transactions contemplated by this Agreement will not affect the lien or priority of the Existing Loan Documents as a first lien against the Property. 8.2.7 If required under the Existing Loan Documents or otherwise by Lender, Purchaser shall assume the obligations of Seller under the Special Risk Policy (as defined in the Existing Loan Documents). 8.2.8 Purchaser shall deliver to Lender any document reasonably required by the Existing Loan Documents or Lender in connection with the Lender Consent, and representations and warranties of Purchaser and Blackbaud Guarantor (as substitute guarantor), as applicable, to the effect that (i) it has the requisite power and authority to enter into the transactions contemplated by this Agreement, (ii) that neither Purchaser nor Blackbaud Guarantor (as substitute guarantor) will extend modify the time for Purchaser's loan ’s or Blackbaud Guarantor’s organizational documents, and (iii) that the Existing Loan Documents remain in full force and effect, unmodified and enforceable against Purchaser. 8.2.9 Purchaser agrees to use good faith and commercially reasonable efforts to cause its counsel, the identity of which shall be subject to the reasonable approval for of Lender, to issue to Lender at Closing in the form customarily required by Lender (i) legal opinions satisfactory to the Lender, covering the due authorization, execution, delivery, and enforceability of the documents entered into by Purchaser in connection with the Existing Loan assumption, (ii) a non-consolidation opinion in form satisfactory to the Lender, and (iii) any other legal opinions covering such other related matters as Lender or special counsel to the beneficial holder of the Notes may reasonably require. 8.2.10 At Closing, Purchaser shall pay to Lender (i) any fees required by Lender in connection with the Loan Assumption up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration an amount equal to .75% of the Due Diligence Period. If Purchaser continues outstanding principal balance of the Existing Loan as of the Closing Date and Seller shall pay any fees required by Lender in excess of such maximum amount payable by Purchaser; provided, however, rather than pay such excess fees, Seller may elect to comply with all requests but it has not received Loan Approval by the Loan Approval Dateterminate this Agreement, then whereupon the Xxxxxxx Money will shall be returned to Purchaser and neither party shall have any further rights, duties or liabilities hereunder (other than such rights, duties and obligations that expressly survive any such termination pursuant to the terms of this Agreement will terminate.Agreement), subject to Purchaser’s right to vitiate any such termination by agreeing to pay such fees that Seller is unwilling to pay, and (ii) the amount of Lender’s out-of-pocket costs (including reasonable attorney’s fees and costs) incurred in reviewing the assumption request and any fees charged by or requirements of the rating agencies

Loan Assumption. (a) Purchaser covenants and agrees with Seller with respect to the Mortgage Loan as follows with respect to the period from the Effective Date until the Closing Date or earlier termination of this Agreement: 4.6.1. Subject to approval by Mortgage Lender pursuant to the terms of this Section 4.6, Purchaser shall use good faith efforts assume at Closing that certain mortgage loan secured by the MOB Property (the “Mortgage Loan”) in the original principal amount of $23,750,000.00 (with $_________ outstanding as of August 1, 2017 from The Prudential Insurance Company of America (together with its successors and assigns, the “Mortgage Lender”), to obtain Lender's approval for Purchaser's Seller, as evidenced by that certain Promissory Note dated December 1, 2011 (the “Note”) and secured by (among other instruments) that certain Leasehold Deed to Secure Debt and Security Agreement (the “Deed to Secure Debt”) dated as of December 1, 2011 (such Note, Deed to Secure Debt and all other documents evidencing or securing the Mortgage Loan being referred to as the “Mortgage Loan Documents”). 4.6.2. The assumption of the Mortgage Loan by Purchaser (the “Mortgage Loan Assumption”) shall be on the same terms and conditions as currently set forth in the Mortgage Loan Documents. In no event may Purchaser request Mortgage Lender to change any terms of the Mortgage Loan Documents, including an individual other than changes necessary to assume reflect Purchaser’s status as a publicly traded company and the personal liability provisions inclusion of financial information for the Property on consolidated financial statements of Purchaser. As part of the Mortgage Loan Assumption: (a) the Mortgage Lender shall be required to release Seller and any guarantor or indemnitor of the obligations or liabilities of Seller under the Mortgage Loan that are parties to any Mortgage Loan Documents from any and all liabilities arising on and after the Closing Date pursuant to the Mortgage Loan Documents; (b) the Mortgage Lender shall be required to release any lien or security interest it may have in any bank accounts of Seller; and (c) Purchaser shall provide replacement bank accounts, form a special purpose entity to be the borrower of the Mortgage Loan, and offer to provide a guarantor of environmental liabilities and so-called non‑recourse carve-out liabilities and otherwise Purchaser shall satisfy all commercially reasonable requirements of Mortgage Lender set forth in the Mortgage Loan Documents. 4.6.3. Following the failure of Lessor to exercise the right of first offer described in Section 9.3.3 of this Agreement, Seller shall be responsible for notifying Lender of the request for the Mortgage Loan Assumption, providing Lender with an executed copy of this Agreement, and requesting a Mortgage Loan Assumption application (the “Assumption Application”) from Mortgage Lender, Purchaser shall provide Mortgage Lender with a check or wire (payable to Mortgage Lender) in the amount of $[TBD] (the “Application Fee,” representing the $[TBD] non-refundable application fee and $[TBD] retainer fee for third party reports and legal services) due to Mortgage Lender, not later than five (5) Business Days after the date that Seller provides Purchaser with the Assumption Application addressed to Purchaser and the amount of the Application Fee required by Mortgage Lender, along with all information and signed documentation, required in order for Seller to submit a Mortgage Loan Assumption application to Mortgage Lender in accordance with the terms of the Mortgage Loan Documents and Mortgage Lender’s standard policies and procedures. Upon receipt of such funds and information, Seller shall promptly submit the Mortgage Loan Assumption Application to the Mortgage Lender. 4.6.4. Following submission of the Mortgage Loan Assumption Application to the Mortgage Lender, Purchaser shall promptly commence and thereafter diligently pursue and use commercially reasonable efforts to obtain the Mortgage Loan Assumption. Purchaser shall forward take the lead in the Mortgage Loan Assumption process. Seller agrees to reasonably and diligently cooperate with Purchaser and the Mortgage Lender to facilitate a timely approval of the Mortgage Loan Assumption. 4.6.5. Provided the Mortgage Lender approves the Mortgage Loan Assumption, then, at Closing, Purchaser, Seller, and the Mortgage Lender shall execute and deliver to Escrow Agent such documents as are necessary for Purchaser to consummate the Mortgage Loan Assumption, with such documents to be reasonably satisfactory in form and substance to each of Purchaser, Seller, and the Mortgage Lender and their respective counsel, and the parties here agree not to unreasonably withhold, condition or delay their consent to such documents (the “Mortgage Loan Assumption Documents”). Purchaser shall keep Seller copies informed as to the status of the Mortgage Loan Assumption, shall copy Seller on all written and email correspondence to and from the Mortgage Lender (excluding any confidential or proprietary information), and shall promptly and completely respond (in no event more than five (5) Business Days) to any reasonable requests from the Mortgage Lender for information, documents or materials concerning Purchaser, or the Property to the extent that Purchaser has such information, documents or materials (the “Mortgage Loan Assumption Obligations”). 4.6.6. Both Purchaser and Seller shall give the other party prompt written notice of any communication it receives from the Mortgage Lender indicating that the Mortgage Lender does or does not approve Purchaser as substitute borrower, or that the Mortgage Lender will require modifications to the Mortgage Loan that are not acceptable to Purchaser as a condition to approving the Mortgage Loan Assumption. Seller shall also cooperate in all reasonable respects with the Mortgage Loan Assumption, including promptly responding to any questions or requests for information for Mortgage Lender in connection therewith. 4.6.7. If the Mortgage Lender requires Purchaser to take on any materially expanded obligations or requirements under the Mortgage Loan Documents that substantively or adversely affect Purchaser’s rights under the Mortgage Loan Documents or the financial terms of the Mortgage Loan (a “Mortgage Loan Termination Event”), then Purchaser shall give prompt written notice thereof to Seller, and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate thereafter diligently work together for a period of ten (10) calendar days in good faith with the Mortgage Lender to facilitate attempt to resolve any such Mortgage Loan Termination Event issues that are not acceptable to Purchaser in its sole discretion. If, at the assumption end of such ten (10) calendar day period, either (a) the Mortgage Lender has not agreed to approve the Mortgage Loan by Purchaser. Assumption without such Mortgage Loan Termination Event issues, or (b) A condition precedent to Seller's obligation to close hereunder is that Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement have not been able to negotiate modifications to such Mortgage Loan Termination Event issues that are acceptable to Purchaser in its sole discretion (subject to the "ASSUMPTION AGREEMENT"requirements of this Section 4.6), pursuant to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the Loan. (c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend shall have the time for Loan Approval right to terminate this Agreement by delivering a letter written notice thereof to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waiveddelivered within five (5) Business Days following such ten (10) calendar day period, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval by the Loan Approval Date, then in which case the Xxxxxxx Money will shall be returned to Purchaser in accordance with Section 3.1 and thereafter neither party shall have any further rights or obligations to the other hereunder, except for those which expressly survive the termination of this Agreement. Purchaser shall not be required to accept any materially expanded obligations or requirements to the Mortgage Loan Documents. 4.6.8. If the Mortgage Lender fails to approve the Mortgage Loan Assumption, or rejects the Mortgage Loan Assumption, in either case prior to December 29, 2017, then this Agreement will terminateshall terminate upon written notice from either Purchaser or Seller to the other, the Xxxxxxx Money shall be returned to Purchaser in accordance with Section 3.1 and thereafter neither party shall have any further rights or obligations to the other hereunder, except for those which expressly survive the termination of this Agreement. 4.6.9. At Closing or at such earlier date required by the Mortgage Lender, Purchaser shall pay any and all fees, expenses and other costs charged or incurred by the Mortgage Lender (and/or their servicers and any applicable rating agencies) in connection with the Mortgage Loan Assumption, including, without limitation, any transfer or assumption fees, the Application Fee, review fees, processing fees, and any other costs and expenses, including the Mortgage Lender’s and its servicer’s legal fees, or with the Mortgage Lender’s other due diligence requirements (collectively, the “Loan Fees”). 4.6.10. This Section 4.6 shall survive the Closing or termination of this Agreement.

Loan Assumption. Seller shall use reasonable efforts to obtain the Loan Assumption Approvals prior to the Closing Date; provided, however, that in connection with obtaining the Loan Assumption Approvals, Seller shall have no obligation to (i) incur any Liability (except as otherwise expressly provided in this Section 5.3 with respect to Loan Assumption Costs), or (ii) amend or waive any terms of any of the First Mortgage Loan Documents. Seller and Buyer shall reasonably cooperate in attempting to obtain the Loan Assumption Approvals described in this Section 5.3. For purposes hereof, “Loan Assumption Approvals” shall mean each First Mortgage Lender’s and/or First Mortgage Loan Servicer’s, as is required under the First Mortgage Loan Documents, approval of (a) Purchaser shall use good faith efforts to obtain Lender's approval for Purchaser's assumption the conveyance of the Loan on Property to the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of the Loan Documents. Purchaser shall forward to Seller copies of any Buyer and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate the assumption of the First Mortgage Loans by Buyer (the “Loan by Purchaser. Assumption”), (b) A condition precedent the release of Xxxxx Street and all other parties currently obligated to Seller's obligation to close hereunder is the First Mortgage Lenders from all Liabilities under the First Mortgage Loan Documents that Lender, Seller and Purchaser shall enter into at first accrue on or after the Closing a debt assumption agreement (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume the Loan and SellerDate, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the Loan. (c) If Purchaser has not received the substitution of Buyer or an acceptable Affiliate of Buyer (the “Replacement Guarantor”) for Xxxxx Street as guarantor of any so-called non-recourse carveouts and as indemnitor under any environmental indemnities with respect to Liabilities under the First Mortgage Loan Documents that first accrue on or after the Closing Date, all pursuant to loan assumption approval documentation reasonably acceptable to Seller and Buyer ("LOAN APPROVAL") before the end “Loan Assumption Documents”). Except for the Loan Assumption Approvals, Buyer shall have no right to require any modification to any of the Inspection PeriodFirst Mortgage Loan Documents, then Purchaser may extend other than technical modifications to the time for representations and warranties and permitted transfer provisions of the First Mortgage Loan Approval by delivering a letter Documents as Buyer shall reasonably require solely to Seller stating that all reflect the identity of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements Buyer and paid all fees required for to take into account Buyer’s ownership structure. Buyer agrees to provide itself as the assumption application, and Purchaser's assumption application is still under reviewReplacement Guarantor. Seller agrees that it will extend Xxxxx Street shall remain as guarantor of any so-called non-recourse carveouts and as indemnitor under any environmental indemnities, but only with respect to Liabilities under the time for Purchaser's loan approval for up First Mortgage Loan Documents that accrue prior to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration Closing Date. Buyer and Seller shall each pay 50% of all Loan Assumption Costs. If any First Mortgage Lender or First Mortgage Loan Servicer refuses to provide any of the Due Diligence Period. If Purchaser continues Loan Assumption Approvals to comply with be provided by such First Mortgage Lender or First Mortgage Loan Servicer, as applicable, and Seller reasonably determines that such First Mortgage Lender or First Mortgage Loan Servicer will not provide all requests but it has not received Loan Approval Assumption Approvals to be provided by the such First Mortgage Lender or First Mortgage Loan Approval DateServicer, then Seller may terminate this Agreement by providing written notice to Buyer, in which event the Xxxxxxx Money will Deposit shall be immediately returned to Purchaser Buyer and neither party shall have any further Liability hereunder except for those Liabilities that expressly survive termination of this Agreement will terminateAgreement.

Loan Assumption. Provided no Event of Default is then continuing, Borrower shall have the one time right to cause Mortgage Borrower to Transfer (abut not mortgage, hypothecate, pledge or otherwise encumber or grant a security interest in) Purchaser the fee simple title to all (but not fewer than all) of the Individual Properties only if after giving effect to the proposed transaction, the Individual Properties will be owned by one or more Single Purpose Entities (collectively, “Transferee Mortgage Borrower”), which Transferee Mortgage Borrower shall use good faith efforts be wholly owned and Controlled by a Permitted Transferee (“Transferee Borrower”). Any such transfer to obtain Lender's approval for Purchaser's a Transferee Mortgage Borrower and assumption of the Loan on shall be conditioned upon Lender’s reasonable approval, which may be conditioned upon among other things, (i) the same terms as currently set forth delivery of financial information, including, without limitation, audited financial statements, for Transferee Mortgage Borrower, Transferee Borrower and the direct and indirect owners of Transferee Borrower, (ii) the delivery of evidence that each of Transferee Mortgage Borrower and Transferee Borrower is a Single Purpose Entity, and that none of Transferee Mortgage Borrower, Transferee Borrower nor any Person that Controls Transferee Mortgage Borrower or Transferee Borrower is a Disqualified Transferee, (iii) the execution and delivery by Transferee Borrower of an assumption agreement in form and substance acceptable to Lender, assuming all of Borrower’s obligations under the Loan Documents, including (iv) the execution and delivery by Transferee Borrower of a replacement pledge and security agreement in substantially the same form as the Pledge, (v) the delivery of a UCC policy issued by a national title company acceptable to Lender and in form and substance acceptable to Lender insuring Lender’s first priority interest in 100% of the equity of the Transferee Mortgage Borrower, (vi) the management of the Property by a Qualified Manager or by a property manager reasonably acceptable to Lender; (vii) the satisfaction of the Guarantor Net Worth Requirements, (viii) the execution and delivery of all documentation reasonably requested by Lender, (ix) the delivery of Opinions of Counsel requested by Lender, including, without limitation, an individual Additional Non-Consolidation Opinion with respect to assume Transferee Mortgage Borrower, Transferee Borrower and other entities identified by Lender and opinions with respect to the personal liability provisions valid formation, due authority and good standing of Transferee Mortgage Borrower, Transferee Borrower, Qualifying Replacement Guarantor and any additional pledgors, and the continued enforceability of the Loan Documents. Purchaser shall forward to Seller copies of Documents and any and all notices and other corresp9ondence received from Lender matters requested by Purchaser Lender, (x) a new owner’s title insurance policy or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate policies on a form customarily used in the assumption applicable state where each Property is located at the time of the Loan by Purchaser. Transfer, insuring no less than the fair market value of each Property and issued to the new mortgage borrower (b) A condition precedent including the mezzanine endorsement thereto in favor of Lender to Seller's obligation to close hereunder is that Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement (the "ASSUMPTION AGREEMENT"extent available), pursuant subject only to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantorsPermitted Encumbrances, shall be released delivered to Lender, (xi) satisfaction of all requirements of the Mortgage Loan Documents, the Loan Documents and the Second Mezzanine Loan Documents respecting such Transfer and assumption, and confirmation of Second Mezzanine Lender, Lender and Mortgage Lender that such requirements have been satisfied, (xii) the payment of all of Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Lender from all debtsin connection with such assumption, duties, obligations and liabilities (xiii) payment to Lender of the Assumption Fee (in addition to the payments required under the Loanforegoing clause (xii)). (c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval by the Loan Approval Date, then the Xxxxxxx Money will be returned to Purchaser and this Agreement will terminate.

Loan Assumption. (a) Purchaser Seller shall use good faith efforts to obtain make written request within five (5) business days after the Effective Date for the application package from the lender servicing the Assumable Loans (the “Lender's approval ”) that is required for Purchaser's assumption of the Loan on Assumption (the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of the Loan Documents. Purchaser shall forward to Seller copies of any and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate the assumption of the Loan by Purchaser“Assumption Package”). (b) A condition precedent Buyer shall submit a written application to Seller's obligation to close hereunder is that the Lender for the Loan Assumption within ten (10) days after receipt of the Assumption Package. Buyer shall then proceed and diligently pursue in good faith obtaining a conditional commitment from Lender for the Loan Assumption as of Closing (the “Assumption Approval”). Buyer shall pay all deposits, fees, payments and expenses required or charged by Lender, Seller and Purchaser shall enter into at Closing a debt including without limitation processing fees, application fees, assumption agreement fees, inspection fees, closing fees, Lender’s counsel fees and, except for the Assumption Consultant (as defined below), expenses of consultants arising out of resulting from or related to the Assumption Approval (the "ASSUMPTION AGREEMENT"“Assumption Costs”), pursuant and Buyer’s obligations, liabilities and duties in this regard shall survive the Closing or earlier termination of this Agreement. Seller’s only expense with respect to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantors, Assumption shall be released the payment of fees to 1st Service Solutions, Inc. (the “Assumption Consultant”) retained by Lender from all debts, duties, obligations and liabilities under Seller to expedite the LoanAssumption Approval. Buyer shall reasonably cooperate in good faith with the requests of the Assumption Consultant in seeking the Assumption Approval. (c) If Purchaser has not received an acceptable loan Buyer’s agreement to obtain Assumption Approval shall be conditioned upon Lender approving Buyer for assumption approval ("LOAN APPROVAL") before the end of the Inspection PeriodAssumable Loans on terms and conditions that are the same as the terms and conditions of the Loan Documents in all material respects and without material modification to the Loan Documents. Buyer shall not request any material modifications to the terms of the Loan Documents in seeking the Assumption Approval; provided, however, it shall be a condition of the assumption of the Assumable Loans that (i) none of Buyer or any other parties that Lender may require to incur liability in the form of recourse guaranties or environmental indemnities in order to approve Buyer for assumption of the Assumable Loans (each a “Buyer Guaranty Party”) shall be liable on the Assumable Loans for any claims, actions, causes of action, suits, proceedings, demands, rights, damages, costs, expenses or other compensation whatsoever first arising prior to the Closing Date under recourse guaranties or environmental indemnities (collectively, “Pre-Closing Claims”); or (ii) if the Lender requires Buyer or any Buyer Guaranty Party to be liable on the Assumable Loans for Pre-Closing Claims as a condition to the Assumption Approval, then Purchaser may extend an affiliate of Seller reasonably acceptable to Buyer shall deliver to Buyer at the Closing an indemnification agreement in form and substance mutually acceptable to Buyer and Seller wherein such affiliate of Seller shall indemnify, defend (with counsel reasonably acceptable to Buyer) and hold harmless Buyer any each Buyer Guaranty Party with respect to all Pre-Closing Claims. Within five (5) days after receiving the initial draft of the assumption agreement, Buyer shall notify Seller whether the language with respect to the assumption of guarantor liability is acceptable to Buyer for purposes of this Section 1.4(c). In the event Lender requires any modifications to the terms of the Loan Documents, other than ministerial changes needed to reflect the assumption of the Assumable Loans, the substitution of the borrower and any guarantors and changes to the transfer provisions in light of Buyer’s structure, Buyer shall have the right to terminate this Agreement as provided in Section 2.5 and receive a return of the Deposit only, less the Non-Refundable Portion which shall be paid to Seller. (d) In connection with the Assumption Approval, Buyer shall be entitled to obtain a statement from Lender to Buyer for assumption purposes that includes (a) confirmation as to the outstanding principal balance and all accrued interest and other charges due with respect to the Loan as of the Closing; (b) any reserve deposits which will be held by Lender as of the Closing and (c) confirmation that there are no known outstanding defaults or circumstances that with the passage of time or giving of notice, or both, will become a default under the Loan Documents. (e) Seller shall cooperate with Buyer in pursuing the Assumption Approval, but it shall be a condition of the assumption that Seller, and any other parties with liability on the Assumable Loans in the form of recourse guaranties or environmental indemnities (each a “Seller Guaranty Party”), be released from liability on the Assumable Loans for Loan Approval by delivering a letter all claims, actions, causes of action, suits, proceedings, demands, rights, damages, costs, expenses or other compensation whatsoever first arising from and after the date of Closing under recourse guaranties or environmental indemnities (collectively, “Post-Closing Claims”). If Lender does not grant such release, an entity reasonably acceptable to Seller stating that shall deliver to Seller at the Closing an indemnification agreement in form and substance mutually acceptable to Buyer and Seller wherein Buyer shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold harmless Seller and each Seller Guaranty Party with respect to all Post-Closing Claims. Within five (5) days after receiving the initial draft of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption applicationagreement, and Purchaser's assumption application Seller shall notify Buyer whether the release language with respect to Post-Closing Claims is still under review. acceptable to Seller agrees that it for purposes of this Section 1.4(e). (f) Buyer will extend credit Seller with the time for Purchaser's loan approval for up to thirty (30) additional days (amount of any escrows held by Lender in connection with the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply Assumable Loans, so long as such escrows remain with all requests but it has not received Loan Approval by the Loan Approval Date, then the Xxxxxxx Money will be returned and are transferred to Purchaser and this Agreement will terminateBuyer at Closing.

Loan Assumption. Within fifteen (a15) Purchaser shall use good faith efforts to obtain Lender's approval for Purchaser's assumption days of the Loan on Effective Date hereof, Buyer shall make application to the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of the Loan Documents. Purchaser shall forward to Seller copies of any and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate for the assumption of the Mortgage Loan, and Buyer shall diligently prosecute its application and provide regular updates by email (not less frequently than every other week) to Seller to keep Seller reasonably informed as to the status of Buyer’s assumption of the Mortgage Loan. As a material condition to Seller’s entering into this Agreement and Closing hereunder, Buyer shall seek to prospectively assume payment of principal and interest and all other obligations thereafter accruing under the Mortgage Loan, in which event Buyer shall comply with such terms and conditions, including, without limitation, paying the assumption fee, and any other fees and expenses of the Mortgage Loan assumption as may required by Purchaser. (b) A Lender and shall execute and deliver at or prior to Closing all documents reasonably required by Lender in connection with the assumption of the Mortgage Loan. Further, in the event that Lender requires or otherwise conditions the consent of the assumption of the Mortgage Loan upon increased reserves or additional deposits to the reserves, such deposits shall be the sole responsibility of Buyer. Seller shall cooperate with Buyer’s efforts to obtain an assumption of the Mortgage Loan, at no material cost or expense to Seller. Buyer acknowledges that it has received and reviewed the documents with respect to the Mortgage Loan, and understands and agrees that Lender may require as a condition precedent to Seller's obligation the assumption of the Mortgage Loan, certain indemnitors and guarantors to close hereunder guarantee the usual and customary CMBS non-recourse carve-outs under the Mortgage Loan, together with the usual and customary opinion letters of counsel. The assumption of such Mortgage Loan shall be a condition precedent to Closing. In the event that Buyer has diligently pursued the application for the Mortgage Loan as provided for in this Section 4.6 and Lender has not provided consent for such assumption of the Mortgage Loan on or before the date that is that one-hundred and eighty (180) days after the Effective Date, either party may terminate this Agreement by providing written notice to the other and the Escrow Holder shall return the Escrow Deposit to Buyer and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination and Seller shall be responsible for any fees and expenses of Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the Loanif any. (c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval by the Loan Approval Date, then the Xxxxxxx Money will be returned to Purchaser and this Agreement will terminate.