Common use of Loan Assumption Clause in Contracts

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

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

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

Loan Assumption. By Purchaser accepting title under and subject 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 (without assuming any additional personal liability thereunderbut not mortgage, hypothecate, pledge or otherwise encumber or grant a security interest in) the then unpaid principal balance under 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 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 a Transferee Mortgage Borrower and assumption of the Loan shall be conditioned upon Lender’s reasonable approval, which may be conditioned upon among other things, (i) the Amended delivery of financial information, including, without limitation, audited financial statements, for Transferee Borrower and Restated First Mortgage Note dated as of September 30each Transferee Senior Borrower, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller and payable to the order of the Travelers Insurance Company (the "Travelers") (the current holder thereof and the servicer direct and indirect owners of the Existing Loan, shall be referred to collectively as "Existing Lender")Transferee Borrower, (ii) the Amended delivery of evidence that each of Transferee Senior Borrower and Restated 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, (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 Mortgage executed Mezzanine Borrower, (vi) the management of the Property by Seller 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 Additional Non-Consolidation Opinion with respect to each Transferee Senior Borrower, Transferee Borrower and other entities identified by Lender and opinions with respect to the Travelers valid formation, due authority and dated as good standing of September 30each Transferee Senior Borrower, 1993 Transferee Borrower, Qualifying Replacement Guarantor and any additional pledgors, and the continued enforceability of the Loan Documents and any other matters requested by Lender, ("Existing Mortgage"x) a new owner’s title insurance policy or policies on a form customarily used in the applicable state where each Property is located at the time of the Transfer, insuring no less than the fair market value of each Property and issued to the new mortgage borrower (including the mezzanine endorsement thereto in favor of Lender, to the extent available), subject only to the Permitted Encumbrances, shall be 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 in connection with such assumption, and (iiixiii) all other documents securing payment to Lender of the Existing Note or related Assumption Fee (in addition to the Existing Note or payments required under the Mortgage foregoing clause (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan"xii)). Provided, Seller shall be released at Closing from any liability arising under the Existing Mezzanine Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents are held for the benefit of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable to the Existing Lender, and Seller shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Date.Agreement (Second Mezzanine)

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

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

Loan Assumption. By or before July 12, 2021, Purchaser accepting title under and subject shall submit any application, information and/or related fees (the foregoing, collectively, the “Required Loan Submissions”) to obtain Lender’s consent to assume the Existing Loan (without assuming any additional personal liability thereunder) the then unpaid principal balance under (i) the Amended and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"“Loan Assumption”), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller Purchaser shall use diligent and payable commercially reasonable efforts thereafter to obtain Lender’s consent to the order Loan Assumption (the “Lender Approval”). The documents governing the Existing Loan (the “Mortgage Loan Documents”) are listed at Schedule 4.3 attached hereto, and Purchaser has received, reviewed, and approved the terms of the Travelers Insurance Company (Mortgage Loan Documents. Purchaser shall promptly provide Lender with all Required Loan Submissions and any other documents, information and fees reasonably requested by Lender in connection with the "Travelers") (the current holder thereof Loan Assumption. Seller shall reasonably cooperate with Purchaser in connection with obtaining Lender’s Approval and the servicer of assuming the Existing Loan, including executing any and all documents reasonably requested in connection therewith; provided, however, that (a) any additional costs and expenses incurred by Seller as a result of (y) Purchaser’s obtaining Lender’s Approval or (z) the Loan Assumption shall be referred to collectively as "Existing Lender"), (ii) the Amended and Restated First Mortgage executed borne by Seller to the Travelers and dated as of September 30, 1993 ("Existing Mortgage")Purchaser, and (iiib) Purchaser shall indemnify, defend and hold harmless Seller from any loss, liability, claim, demand or damage arising out of Seller’s cooperation hereunder. At Closing, Purchaser shall assume the Existing Loan and Purchaser shall be solely responsible for, and shall bear all costs and expenses associated with, the Loan Assumption, including, without limitation, all fees charged by Lender for such Loan Assumption, Lender’s attorneys’ fees and all reasonable expenses in connection with obtaining Lender Approval, and Purchaser shall indemnify Seller with respect to any such fees. Notwithstanding anything to the contrary herein, Seller shall be entitled to, and shall be reimbursed by Purchaser at Closing for, any and all balances in all escrows and reserves for taxes, insurance, seasonality, and capital expenditures and any and all other documents securing payment funds held by Lender (collectively the “Lender Held Escrows”). Seller, its affiliates and all existing guarantors of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing by Lender from any liability all obligations, liabilities and duties arising under the Existing Mortgage Loan or Documents, and such release shall be a condition precedent to Seller’s obligations to close the purchase and sale transaction described herein. Purchaser agrees to provide Lender with a replacement guarantor under any guarantees and/or indemnities provided to the Lender in connection with the Existing Loan Documents attributable from and after the Closing Date. Notwithstanding anything herein to the time period following Closing. All funds held by contrary, and for the Existing Lender avoidance of doubt, in any escrow, reserve or similar accounts pursuant the event (i) Purchaser fails to satisfy its requirements related to the terms Required Loan Submissions or (ii) Lender does not approve the Loan Assumption prior to the expiration of the Existing Loan Documents are held for the benefit of Seller. At Closing, if allowed by the Existing LenderDue Diligence Period, Purchaser shall fund such escrow/reserve accounts 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. For the avoidance of doubt, Purchaser shall be responsible for all fees, charges, expenses, penalties and/or costs imposed by Lender in cash connection with paying off, or by posting a letter of credit acceptable to Purchaser’s assumption of, as the case may be, the Existing LenderLoan, and Seller which obligation shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of expressly survive the Closing Date.and/or the expiration or earlier termination of this Agreement. TITLE TO THE PROPERTY

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

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