Common use of Loan Assumption Clause in Contracts

Loan Assumption. On the Closing Date, Seller shall assign, and Buyer shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves of the Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Buyer shall promptly furnish all information and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 1% of the unpaid principal balance of the Existing Loan as of the Closing Date (the “Buyer Assumption Fee Cap”) and Seller shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when due (collectively, the “Assumption Fees”). This obligation to pay the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held by Lender in connection with the Existing Loan Documents shall be credited back to Seller at Closing and Buyer shall be responsible for replacing at Closing, such amounts as required by Lender. In connection with the Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment and assumption agreement in a form and substance satisfactory to Buyer and Lender, which shall include, without limitation, the following (collectively, the “Loan Assumption Agreement”):

Loan Assumption. On or before the Closing Dateexpiration of the Title Review Period, Seller shall assign, and Buyer shall assume, elect to either (a) assume all of such Seller’s right, title and interest in, and all of such Seller’s obligations and liabilities under, that certain existing mortgage loan to TST Jacksonville by Xxxxx Fargo Bank, N.A., as Trustee (“Lender”), in the approximate amount of $7,000,000 (“Existing Loan Documents Loan”) in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Loan "Assumption Agreement” (defined below) or (ii) defease the Existing Loan. Seller and Buyer hereby The parties acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are is subject to Lender’s approval. The date approval and agree to use commercially reasonable efforts to obtain the consent of Lender approves to such assumption, and the principal amount of the Loan Assignment assumed shall be applied as a credit to the Purchase Price. Seller shall provide to Buyer, within three (3) Business Days after the Effective Date, a complete loan transcript containing copies of all loan documents, title policies, surveys and executes other documents executed or prepared in connection with the Existing Loan to be assumed or defeased by Buyer hereunder (“Existing Loan Documents”). Within three (3) Business Days after Buyer’s election to either assume or defease the Existing Loan, the applicable Seller shall contact Lender and provides notify Lender such election and of the conveyance of the Property to Buyer. Buyer and Seller shall reasonably cooperate with each other and Lender in expediting the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Assignment or defeasance approval process. Buyer shall promptly furnish all information and pay all amounts reasonably requested by Lender in connection therewith and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expenses, expenses and any assumption fee (ii) application fees, (iii) Lender’s attorney or any fees and (iv) assumption fee imposed by Lender (up to 1% of the unpaid principal balance expenses incurred in connection with prepayment or defeasance of the Existing Loan as of in the Closing Date (the “event that Buyer Assumption Fee Cap”elects not to assume such Existing Loan) and Seller shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when due (collectively, the “Assumption Fees”). This obligation to pay the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held imposed by Lender in connection with the Existing Loan Documents shall be credited back to Seller at Closing and Buyer shall be responsible for replacing at Closing, such amounts as required by Lenderwhen due. In connection with the Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment and an assumption agreement in a form and substance satisfactory to Buyer and Lender, which shall include, without limitation, the following Lender (collectively, the “Loan Assumption Agreement”):) including:

Loan Assumption. On (i) Within ten (10) days after the Closing Effective Date, Seller shall assignwill apply for and thereafter diligently pursue all approvals necessary for Buyer’s assumption (the “Loan Assumption”) of the first mortgage loan in the original principal balance of $19,900,000.00 (the “First Mortgage”) and the second mortgage loan in the original principal balance of $2,800,000.00 (the “Second Mortgage”) both encumbering the Property (collectively the “Mortgage Loan”). Seller will apply for the Loan Assumption of the Mortgage Loan, and Seller and Buyer shall assume, will promptly submit to the Lender the necessary documents required for the Loan Assumption. Buyer will pay for all of Seller’s right, title application fees and interest in, and all of Seller’s obligations and liabilities under, deposits required by the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) Lender pursuant to the Loan Assumption Agreementapplication. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves of the Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Buyer shall promptly furnish all information and shall will cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 1% of the unpaid principal balance of the Existing Mortgage Loan as of the Closing Date lender (the “Buyer Assumption Fee CapLender”) and Seller shall be obligated to pay any amounts in excess connection with the approval process. If Lender approves Buyer’s assumption of the Buyer Assumption Fee Cap) when due Mortgage Loan (collectively, the “Assumption FeesApproval”). This obligation to ) (a) Buyer will pay all costs, expenses and assumption fees charged by the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held by Lender in connection with the Existing Loan Documents shall Assumption, (b) any escrow or reserve amounts held by the Lender will be credited back assigned to Buyer and Seller will receive a credit at Closing equal to such amounts; (c) all other third-party costs or fees of the assumption will be paid by Buyer; and Buyer shall be responsible for replacing at Closing, (d) Seller will received from Lender releases of Seller and any existing guarantors of the Mortgage Loan from liability (excluding any liability related to events occurring prior to the Closing and any environmental matters occurring prior to Closing that are commonly excluded from such amounts as required by Lender. In connection with a release) under the documents evidencing and securing the Mortgage Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment and assumption agreement from Lender in a form and substance satisfactory acceptable to Buyer and Lender, which shall include, without limitation, the following Seller (collectively, the “Loan Assumption AgreementSeller Releases”):).

Loan Assumption. On the Closing Date, Seller shall assign, and Buyer shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves of the Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Buyer shall promptly furnish all information and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expensesthat Seller shall not be in default under the Loan as of the date of Closing, (ii) application feesthat the Lender allows assumption of the Loan by Buyer, on such terms as are reasonably acceptable to Buyer (as determined by Buyer during the Due Diligence Period), and (iii) Lender’s attorney fees that Buyer receives the estoppel certificate, in form and substance reasonably acceptable to Buyer, described in Section 12 (iv) assumption fee imposed by Lender b)(ix), hereof. (up to 1% Buyer shall determine its satisfaction of the unpaid principal balance availability and form of the Existing Loan estoppel during the Due Diligence Period.) In the event such conditions are not satisfied as of the date of Closing, Buyer may terminate this Agreement by written notice to Seller prior to Closing, and upon any such termination the Xxxxxxx Money shall immediately be returned to Buyer and this Agreement shall be null and void. Interest accrued but unpaid (and not yet due) under the Note as of Closing Date (the “shall be prorated between Buyer Assumption Fee Cap”) and Seller as of the date of Closing and thereafter paid by Buyer when due. Any prepaid charges under the Note and Loan shall be obligated pro rated to pay any amounts in excess the date of Closing, with Seller receiving a credit for the Buyer Assumption Fee Cap) when due (collectively, portion relating to the “Assumption Fees”). This obligation to pay period after the Assumption Fees shall survive closing or termination date of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts Closing and for the real estate tax escrow held by Lender in connection with the Existing Loan. Buyer and Seller agree to cause affiliates that may have signed or may be required to sign guaranties or other Loan Documents Documents, to execute and deliver the documents required to effect assumption of the Loan by Buyer. Notwithstanding any provision herein to the contrary, if, at any time, Lender rejects Buyer as the transferee of the Loan or if Lender fails to approve Buyer as transferee of the Loan on or before the date of Closing, or if Buyer and Lender are not able to reasonably agree upon the form of Loan assumption documents, either Buyer or Seller may elect to terminate this Agreement by delivery of written notice to the other, and upon such termination by Buyer or Seller, the Xxxxxxx Money and all interest, if any, earned thereon shall then immediately be returned to Buyer and this Agreement shall be credited back to Seller at Closing null and void. Buyer shall be responsible for replacing at hereby agrees, from and after the date of Closing, such amounts as required by Lender. In that it shall fully perform the obligations of Seller under the Loan Documents, and shall indemnify, defend and hold harmless Seller from and against any and all claims, actions, liabilities, liens, obligations, losses and costs (including without limitation reasonable attorneys’ fees) arising and accruing in connection with the Loan Assignmentand the Loan Documents from and after the date of Closing, these obligations to survive Closing under this Agreement and shall not be merged with delivery of the parties will endeavor Deed. Seller agrees to indemnify, defend and hold harmless Buyer (or its nominee) from and against any and all claims, actions, liabilities, liens, obligations, losses and costs (including without limitation reasonable attorneys’ fees) arising and accruing in good faith connection with the Loan and the Loan Documents prior to fully negotiate a definitive assignment the date of Closing, these obligations to survive Closing under this Agreement and assumption agreement in a form shall not be merged with delivery of the Deed. Buyer also agrees to cooperate with Seller’s efforts to obtain the release by Lender of any liability of Seller under the Loan Documents from and substance satisfactory to Buyer and Lender, which shall include, without limitation, after the following (collectively, the “Loan Assumption Agreement”):date of Closing.

Loan Assumption. On Lender shall have approved Purchaser's assumption of the Closing DateUnderlying Loan Documents, Seller without material modification and Purchaser shall assignhave approved the terms of the assumption documents required by Lender as a condition to such approval (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 Buyer shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, agrees immediately on or before the Existing Effective Date to pay Lender the $15,000.00 non-refundable processing fee if required by the Lender under the Underlying Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant and to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves of the Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Buyer shall promptly furnish provide timely all information and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 1% of the unpaid principal balance of the Existing Loan as of the Closing Date (the “Buyer Assumption Fee Cap”) and Seller shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when due (collectively, the “Assumption Fees”). This obligation to pay the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held reasonably required by Lender in connection with Lender's approval of Purchaser's assumption of the Existing Underlying Loan Documents Documents, and Purchaser shall use commercially reasonable efforts to obtain Lender's consent to Purchaser's assumption of the Underlying Loan as soon as reasonably possible. Purchaser, upon a request from Seller, shall provide to Seller the current status of Purchaser's efforts to obtain Lender's consent to the assumption of the Underlying Loan. Notwithstanding anything in this Agreement to the contrary, if Lender fails to approve Purchaser's assumption of the Underlying Loan within the earlier of (i) the date Lender notifies Seller in writing that Lender is unwilling to approve Purchaser's assumption of the Underlying Loan, or (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 credited back refunded to Seller at Closing Purchaser so long as Purchaser is not then in default under this Agreement and, so long as no default then exists under this Agreement, neither party shall have any further rights or obligations under this Agreement, save and Buyer shall be responsible for replacing at Closingexcept the provisions of this Agreement which expressly survive a termination hereof. Purchaser covenants and agrees to use commercially reasonable efforts to satisfy the requirements of Lender to the assumption of the Underlying Loan pursuant to the Underlying Loan Documents, such amounts as required by Lender. In connection with the Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment and assumption agreement in a form and substance satisfactory to Buyer and Lender, which shall includeincluding, without limitation, the following (collectively, requirements of Section 6.1 of the “Loan Assumption Agreement”):.

Loan Assumption. On Within fifteen (15) days of the Closing DateEffective Date hereof, Seller Buyer shall assignmake application to the Lender for the assumption of the Mortgage Loan, and Buyer shall assume, all 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 rightentering into this Agreement and Closing hereunder, title Buyer shall seek to prospectively assume payment of principal and interest inand 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 all of Seller’s obligations any other fees and liabilities under, the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves expenses of the Mortgage Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known assumption as the “Loan Approval Date.” Buyer shall promptly furnish all information may required by Lender and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees execute and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up deliver at or prior to 1% of the unpaid principal balance of the Existing Loan as of the Closing Date (the “Buyer Assumption Fee Cap”) and Seller shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when due (collectively, the “Assumption Fees”). This obligation to pay the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held all documents reasonably required by Lender in connection with the Existing assumption of the Mortgage Loan. Further, in the event that Lender requires or otherwise conditions the consent of the assumption of the Mortgage Loan Documents upon increased reserves or additional deposits to the reserves, such deposits shall be credited back 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 the assumption of the Mortgage Loan, certain indemnitors and guarantors to 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 one-hundred and eighty (180) days after the Effective Date, either party may terminate this Agreement by providing written EXECUTION VERSION 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 at Closing and Buyer shall be responsible for replacing at Closing, such amounts as required by Lender. In connection with the Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment any fees and assumption agreement in a form and substance satisfactory to Buyer and expenses of Lender, which shall include, without limitation, the following (collectively, the “Loan Assumption Agreement”):if any.

Loan Assumption. On Notwithstanding the Closing Dateprovisions in Section 1.15 of the Mortgage to the contrary, Seller Textron shall assignconsider a new borrower and guarantor assuming the Loan and converting the Loan to an amortizing loan, funded up to a maximum loan amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00); provided, a 1.30:1 Debt Service Coverage Ratio test is met, and Buyer subject to the additional conditions described below. Textron shall assumerequire any proposed new borrower and guarantor to submit to Textron’s customary underwriting and approval process. If approved, all the new borrower and guarantor will assume an amortizing loan based on a twenty-five (25) year amortization schedule to be calculated by Textron, with the amortization period to begin as of Seller’s rightthe date of the assumption. If the Loan is assumed by a new borrower, title a one time fixed rate option shall be offered. The fixed rate will be calculated at the Treasury Rate plus four and interest inone-quarter percent (4.25%). The Treasury Rate shall be calculated using like-term treasury rates that correspond with the term of the Loan, with such rate to be determined three (3) business days prior to the effective date of the fixed rate. Textron shall not unreasonably withhold approval of the borrower; provided the new borrower has adequate experience in the golf management business, is deemed to have good credit and the financial resources Textron deems necessary to help support the operation, as determined by Textron in its reasonable business judgment, and all of Seller’s obligations and liabilities under, the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant that prior to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves permitted assumption of the Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Buyer shall promptly furnish all information and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 1% there are no uncured Events of the unpaid principal balance of the Existing Loan Default as of the Closing Date assumption date. Textron may charge the borrower an underwriting fee of up to one percent (the “Buyer Assumption Fee Cap”1%) and Seller shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when due (collectivelyassumed Loan as determined by Textron in its sole and absolute discretion. In the event of an assumption, the “Assumption Fees”). This obligation to pay term will be reset for five (5) years commencing at the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held by Lender in connection with the Existing Loan Documents shall be credited back to Seller at Closing and Buyer shall be responsible for replacing at Closing, such amounts as required by Lender. In connection with time the Loan Assignment, assumption is completed. The terms of the parties will endeavor in good faith loan documents to fully negotiate be executed by the new borrower shall provide that the new borrower shall pay to Textron a definitive assignment and assumption agreement in a form and substance satisfactory to Buyer and Lenderprepayment fee upon refinancing the Loan or making prepayments from non property cash flow at the rate of three percent (3.0%) of the outstanding loan balance, which shall include, without limitationdecline by one (1) percentage point each year after the assumption until zero (0) prepayment fee is owed. If the Loan is assumed, the following new borrower shall deliver to Textron audited financial statements for the new borrower and each new guarantor and statements of income and expenses within ninety (collectively, 90) days at the “Loan Assumption Agreement”):end of each calendar year which will be prepared in a manner acceptable to Textron in its sole and absolute discretion. Additionally the new borrower shall provide monthly operating statements for the facilities in form and content acceptable to Textron in its sole and absolute discretion.

Loan Assumption. On Within ten (10) days after the Closing Effective Date, Seller shall assign, and Buyer shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves of the Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Buyer shall promptly furnish all information and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 1% of the unpaid principal balance request consent of the Existing Loan as Lender to the acquisition of the Closing Date Property by Purchaser (or a single purpose Delaware limited liability company formed or to be formed by Purchaser), the “Buyer Assumption Fee Cap”) assumption of the Existing Loan, and the lease of the Property to an operating lessee formed or to be formed by Purchaser to comply with Real Estate Investment Trust laws and regulations to which Purchaser is subject. Thereafter, Seller and Purchaser shall use due diligence to pursue and obtain the consent of the Existing Lender to the acquisition of the Property by Purchaser (or a single purpose Delaware limited liability company formed or to be formed by Purchaser), the lease of the Property to an operating lessee formed or to be formed by Purchaser and the assumption of the Existing Loan. Purchaser and Seller shall be obligated cooperate in the efforts to pay any amounts in excess obtain the Existing Lender consent, including but not limited to providing information on Purchaser and affiliated entities reasonably required by the Existing Lender, and execution and delivery at or prior to the Scheduled Closing Date of loan assumption documents required by the Buyer Assumption Fee Cap) when due Existing Lender of Purchaser reasonably acceptable to Purchaser (collectively, the “Existing Loan Assumption FeesDocuments”), to be effective upon Closing. This obligation Seller agrees to pay execute and deliver at or prior to the Assumption Fees Scheduled Closing Date any loan assumption documents required by the Existing Lender of Seller and any affiliated guarantors and indemnitors reasonably acceptable to Seller, to be effective upon Closing. Purchaser shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held bear any loan assumption fees and costs and expenses charged by Existing Lender in connection with for the Existing Loan Documents shall be credited back to Seller at Closing and Buyer shall be responsible for replacing at Closing, such amounts as required by Lenderassumption. In connection with the Loan AssignmentUpon request of either party made no more often than once every thirty (30) days, the parties will endeavor in good faith other party shall deliver to fully negotiate the requesting party a definitive assignment and assumption agreement in a form and substance satisfactory report on any information not otherwise known to Buyer and Lender, which shall include, without limitation, the following (collectively, requesting party respecting the “Loan Assumption Agreement”):status of the effort to obtain the Existing Lender consent.

Loan Assumption. On Purchaser acknowledges that the Hanover Property is subject to a mortgage lien in favor of MONY Life Insurance Company (“Lender”), which mortgage lien secures a loan in the original principal amount of $5,530,000.00 (the “Hanover Loan”). Purchaser shall use commercially reasonable efforts on or before the Closing Date, Seller shall assign, and Buyer shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to obtain Lender’s approval. The date Lender approves approval of (i) Purchaser’s assumption of the Hanover Loan Assignment in accordance with and executes on the terms and provides conditions contained in those certain documents evidencing and governing the Hanover Loan Assumption Agreement to Buyer shall be known as (the “Loan Approval Date.” Buyer shall promptly furnish Documents”), copies of which have been provided to Purchaser on or prior to the date hereof, and (ii) the full release of Hanover and LaSalle Medical Office Fund, L.L.C. (the “Existing Guarantor”) from any and all information liability under the Loan Documents arising from and after the Closing Date (together, the “Assumption Obligation”). Seller shall cooperate with Seller Purchaser in SellerPurchaser’s direct communication with Lenderefforts to satisfy the Assumption Obligation. Buyer shall pay any At Closing, if the Assumption Obligation is satisfied and the Hanover Loan is assumed by Purchaser, (i) processing fees Purchaser shall receive a credit against the Purchase Price equal to the outstanding principal and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 1% of the unpaid principal balance of the Existing Loan accrued interest due as of the Closing Date under the Hanover Loan, (ii) Purchaser shall pay to Seller, and Seller shall receive as a credit to the Purchase Price, an amount equal to any and all reserves and escrows (“Loan Escrows”) held by Lender under the Hanover Loan which are, in turn, credited to Purchaser as part of the assumption, and (iii) Seller shall pay to Lender the assumption fee equal to one percent (1%) of the then outstanding principal balance of the Hanover Loan (the “Buyer Assumption Fee CapFee”) due and Seller payable in connection with any assumption of the Hanover Loan pursuant to the terms and conditions of the Hanover Loan Documents. Purchaser shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when and all other fees and expenses due (collectively, the “Assumption Fees”). This obligation to pay the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held by Lender and payable in connection with the Existing Loan Documents shall be credited back to Seller at Closing and Buyer shall be responsible for replacing at Closingassumption of the Hanover Loan, such amounts as required by Lender. In connection with the Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment and assumption agreement in a form and substance satisfactory to Buyer and Lender, which shall include, including without limitation, the following attorneys’ fees, mortgage taxes, and other closing fees incurred by Lender. If Purchaser is unable to satisfy the Assumption Obligation on or before the Closing, Purchaser shall notify Seller in 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 before April 15, 2006, Purchaser may, at its election, (collectivelya) terminate this Agreement and receive a return of the Deposit, or (b) proceed to Closing, in which case Seller shall cause the “Hanover Loan Assumption Agreement”):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 Hanover Loan, and Purchaser shall pay to Seller at Closing, in addition to the Purchase Price payable hereunder, an amount equal to one half of the prepayment premium due and payable to Lender upon prepayment of the Hanover Loan pursuant to the terms and provisions of the Loan Documents.

Loan Assumption. On 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) the conveyance of the Property to the Buyer and the assumption of the First Mortgage Loans by Buyer (the “Loan Assumption”), (b) the release of Xxxxx Street and all other parties currently obligated to the First Mortgage Lenders from all Liabilities under the First Mortgage Loan Documents that first accrue on or after the Closing Date, and (c) the substitution of Buyer or an 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 documentation reasonably acceptable to Seller shall assign, and Buyer shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, (the Existing Loan Documents in the form of a loan assumption or transfer (“Loan AssignmentAssumption Documents”) pursuant to ). Except for the Loan Assumption AgreementApprovals, Buyer shall have no right to require any modification to any of the First Mortgage Loan Documents, other than technical modifications to the representations and warranties and permitted transfer provisions of the First Mortgage Loan Documents as Buyer shall reasonably require solely to reflect the identity of Buyer and to take into account Buyer’s ownership structure. Buyer agrees to provide itself as the Replacement Guarantor. Seller agrees that 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 First Mortgage Loan Documents that accrue prior to the Closing Date. Buyer hereby acknowledge and agree that the Loan Assignment and Seller shall each pay 50% of all Loan Assumption Agreement are subject Costs. If any First Mortgage Lender or First Mortgage Loan Servicer refuses to Lender’s approval. The date Lender approves provide any of the Loan Assignment Assumption Approvals to be provided by such First Mortgage Lender or First Mortgage Loan Servicer, as applicable, and executes and provides the Seller reasonably determines that such First Mortgage Lender or First Mortgage Loan Servicer will not provide all Loan Assumption Approvals to be provided by such First Mortgage Lender or First Mortgage Loan Servicer, then Seller may terminate this Agreement by providing written notice to Buyer, in which event the Deposit shall be immediately returned to Buyer and neither party shall be known as the “Loan Approval Date.” Buyer shall promptly furnish all information and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay have any (i) processing fees and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 1% of the unpaid principal balance of the Existing Loan as of the Closing Date (the “Buyer Assumption Fee Cap”) and Seller shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when due (collectively, the “Assumption Fees”). This obligation to pay the Assumption Fees shall further Liability hereunder except for those Liabilities that expressly survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held by Lender in connection with the Existing Loan Documents shall be credited back to Seller at Closing and Buyer shall be responsible for replacing at Closing, such amounts as required by Lender. In connection with the Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment and assumption agreement in a form and substance satisfactory to Buyer and Lender, which shall include, without limitation, the following (collectively, the “Loan Assumption Agreement”):.

Loan Assumption. On the Closing Date, Seller shall assign, and Buyer shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves of the Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Buyer and Seller shall reasonably cooperate with each other and Lender in expediting the approval of the Loan Assignment and Loan Assumption Agreement. Buyer shall promptly furnish all information and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 10% of the unpaid principal balance of the Existing Loan as of the Closing Date (the “Buyer Assumption Fee Cap”) and Seller shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when due (collectively, the “Assumption Fees”). This obligation to pay the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held by Lender in connection with the Existing Loan Documents shall be credited back to Seller at Closing and Buyer shall be responsible for replacing at Closing, such amounts as required by Lender. In connection with the Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment and assumption agreement in a form and substance satisfactory to Buyer and Lender, which shall include, without limitation, the following (collectively, the “Loan Assumption Agreement”):