Common use of MEMORANDUM OF ASSUMPTION AGREEMENT Clause in Contracts

MEMORANDUM OF ASSUMPTION AGREEMENT. Xxxxxxx Crossing, LLC, a Georgia limited liability company, with a mailing address at 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 ("Borrower"), Inland Diversified Xxxxx Xxxxxxx, L.L.C., a Delaware limited liability company, with a mailing address at c/o Inland Diversified Xxxxx Xxxxxxx, LLC, 0000 Xxxxxxxxxxx Xxxx, Oak Brook, IL 60523 ("Assumptor"), Inland Diversified Real Estate Trust, Inc., a Maryland corporation, with a mailing address at c/o Inland Diversified Xxxxx Xxxxxxx, LLC, 0000 Xxxxxxxxxxx Xxxx, Oak Brook, IL 60523 ("New Guarantor"), and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS TRUSTEE, SUCCESSOR TO XXXXX FARGO BANK, N.A., IN ITS CAPACITY AS TRUSTEE, FOR THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006 GG8, with a mailing address c/o Wells Fargo Bank, N. A., Commercial Mortgage Servicing, 0000 Xxxxxxxx Xxxxxx, 2nd Floor, Oakland, CA 94612 ("Noteholder"), are parties to that certain ASSUMPTION AGREEMENT dated of even date herewith ("Assumption Agreement"). The undersigned parties agree that all obligations under that certain Deed to Secure Debt Note ("Note") dated August 8, 2006, in the original principal amount of Twenty Three Million Five Hundred Thousand and no/100 Dollars ($23,500,000.00), secured by that certain Deed to Secure Debt, Assignment of Rents and Security Agreement executed by Borrower and recorded on August 8, 2006, in Book 5575, Page 232 with the Columbia County Clerk, State of Georgia ("Official Records"), the Original Lender's interest under which was assigned by instrument recorded on June 29, 2007, in Book 6065, Page 237, and further assigned to Noteholder by Assignment recorded March 8, 2010, in Book 7277, Page 71, in said Official Records; that certain Assignment of Leases and Rents executed by Borrower, which was recorded on August 8, 2006, in Book 5576, Page 1, with said Official Records, the Original Lender's interest under which was assigned by instrument recorded on June 29, 2007, in Book 6065, Page 242 in said Official Records, and further assigned to Noteholder by Assignment recorded March 8, 2010, in Book 7277, Page 71, in said Official Records; that certain UCC-1 Financing Statement filed on August 8, 2006, in Book 5576, Page 17 with said Official Records; and all other Loan Documents (as defined in the Assumption Agreement) securing the real property described on EXHIBIT A, have been assumed by Assumptor upon the terms and conditions set forth in the Assumption Agreement. The Assumption Agreement is by this reference incorporated herein and made a part hereof. This Memorandum of Assumption Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed an original and all of which taken together will be deemed to be one and the same instrument. Dated: ,2011 1189351_1 Endnotes ASSUMPTOR: Inland Diversified Xxxxx Xxxxxxx, L.L.C., a Delaware limited liability company

MEMORANDUM OF ASSUMPTION AGREEMENT. Xxxxxxx Crossing, LLC, a Georgia limited liability company, with a mailing address at 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 FELCOR ST. PXXX ("Borrower"SPE), Inland Diversified Xxxxx Xxxxxxx, L.L.C., a Delaware limited liability companycompany (“Hotel Owner”), with a mailing address at c/o Inland Diversified Xxxxx XxxxxxxFelCor Lodging Trust Incorporated, LLC500 X. Xxxx Xxxxxxxxx Freeway, 0000 Xxxxxxxxxxx XxxxSuite 1300, Oak BrookIrving, IL 60523 Texas 75062, FELCOR ST. PXXX XXXXXXX ("Assumptor"SPE), Inland Diversified Real Estate Trust, Inc.L.L.C., a Maryland corporationDelaware limited liability company (“Hotel Operator”), with a mailing address at c/o Inland Diversified Xxxxx XxxxxxxFelCor Lodging Trust Incorporated, LLC500 X. Xxxx Xxxxxxxxx Freeway, 0000 Xxxxxxxxxxx XxxxSuite 1300, Oak BrookIrving, IL 60523 Texas 75062, WSRH VSP, L.P., a Delaware limited partnership ("New Guarantor"“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS TRUSTEE, SUCCESSOR TO XXXXX FARGO BANK, N.A., IN ITS CAPACITY AS TRUSTEE, FOR THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006 GG8, with a mailing address at c/o Wells Fargo BankWalton Street Capital, N. A.L.L.C., Commercial Mortgage Servicing900 Xxxxx Xxxxxxxx, 0000 Xxxxx 0000, Xxxxxxx, Xxxxxxxx Xxxxxx00000, 2nd Floorand GREENWICH CAPITAL FINANCIAL PRODUCTS, OaklandINC., CA 94612 a Delaware corporation ("Noteholder"together with its successors and assigns “Lender”), with a mailing address at 600 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, are parties to that certain ASSUMPTION AGREEMENT dated of even date herewith ("“Assumption Agreement"”). The undersigned parties agree that all obligations under that certain Deed to Secure Debt Amended and Restated Loan Agreement (“Loan Agreement”) and Amended and Restated Promissory Note ("“Note"”) dated August 8April 9, 20062007, in the original principal amount of Twenty Three Million Five Hundred Thousand and no/100 Dollars EIGHTY-NINE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100THS DOLLARS ($23,500,000.0089,2505,000.00), secured by that certain Deed to Secure Debt, Assignment of Rents Axxxxxx and Restated Leasehold Mortgage and Security Agreement (“Security Instrument”), executed by Borrower for the benefit of Lxxxxx, as mortgagee, which secures the Original Note and other obligations of Borrower and which was recorded on August 8, 2006, in Book 5575, Page 232 with the Columbia County Clerk, State of Georgia ("Official Records"), the Original Lender's interest under which was assigned by instrument recorded on June 29April 11, 2007, in Book 6065O.R. book 15735, Page 237, and further assigned to Noteholder by Assignment recorded March 8, 20101851, in Book 7277Pinellas County, Page 71Florida, in said Official Records; that certain Assignment of Leases and Rents executed by Borrower, which was recorded on August 8, 2006, in Book 5576, Page 1, with said Official Records, the Original Lender's interest under which was assigned by instrument recorded on June 29, 2007, in Book 6065, Page 242 in said Official Records, and further assigned to Noteholder by Assignment recorded March 8, 2010, in Book 7277, Page 71, in said Official Records; that certain UCC-1 Financing Statement filed on August 8, 2006, in Book 5576, Page 17 with said Official Records; and all other Original Loan Documents (as defined in the Assumption Agreement) securing the real property described on EXHIBIT A), have been assumed by Assumptor Hotel Owner and Hotel Operator upon the terms and conditions set forth in the Assumption Agreement. The Assumption Agreement is by this reference incorporated herein and made a part hereof. This Memorandum of Assumption Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed an original and all of which taken together will be deemed to be one and the same instrument. Dated: ,2011 1189351_1 Endnotes ASSUMPTOR: Inland Diversified Xxxxx XxxxxxxDecember , L.L.C., a Delaware limited liability company2007

MEMORANDUM OF ASSUMPTION AGREEMENT. Xxxxxxx Crossing, LLCScottsdale Pinnacle LP, a Georgia California limited liability companypartnership, with a mailing address at 0000 Xxxxxxxxxxxx Xxxxxx00000 Xxx Xxxxxxx Xxxx., Xxxxx 000Suite 200, XxxxxxxxxLos Angeles, XX 00000 CA 90049 ("“Borrower"”), Inland Diversified Xxxxx XxxxxxxXxxxxx Xxxxxxx and Xxxxxx X. Xxxxx, L.L.C.each an individual, with a mailing address at 00000 Xxx Xxxxxxx Xxxx., Suite 200, Los Angeles, CA 90049 (collectively “Original Guarantor”), Whitestone Pinnacle of Scottsdale, LLC, a Delaware limited liability company, with a mailing address at c/o Inland Diversified Xxxxx XxxxxxxWhitestone REIT Operating Partnership, LLCLP, 0000 Xxxxxxxxxxx XxxxX. Xxxxxxx Road, Oak BrookSuite 500, IL 60523 Houston, TX 77063 ("“Assumptor"”), Inland Diversified Real Estate TrustWhitestone REIT Operating Partnership, Inc.LP, a Delaware limited partnership and Whitestone REIT, a Maryland corporationReal Estate Investment Trust, with a mailing address at c/o Inland Diversified Xxxxx XxxxxxxWhitestone REIT Operating Partnership, LLCLP, 0000 Xxxxxxxxxxx X Xxxxxxx Xxxx, Oak BrookSuite 500, IL 60523 Houston, TX 77063 ("collectively “New Guarantor"”), and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS TRUSTEE, SUCCESSOR BY MERGER TO XXXXX FARGO BANKLASALLE BANK NATIONAL ASSOCIATION, N.A., IN ITS CAPACITY AS TRUSTEE, TRUSTEE FOR THE REGISTERED HOLDERS OF GS BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES CORPORATION IIINC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES CERTIFICATES, SERIES 2006 GG82003-TOP12, with a mailing address c/o Wells Fargo Bank, N. A.N.A., Commercial Mortgage Servicing, 0000 Xxxxxxxx Xxxxxx, 2nd Floor, Oakland, CA 94612 ("“Noteholder"”), are parties to that certain ASSUMPTION AGREEMENT dated of even date herewith ("“Assumption Agreement"”). The undersigned parties agree that all obligations under that certain Deed to Secure Debt Promissory Note ("“Note"”) dated August 8May 15, 20062003, in the original principal amount of Twenty Three Fifteen Million Five Seven Hundred Thousand and no/100 Dollars ($23,500,000.0015,700,000.00), secured by that certain Deed to Secure Debtof Trust, Assignment of Rents and Rents, Security Agreement and Fixture Filing executed by Borrower and recorded on August 8May 15, 20062003, in Book 5575, Page 232 as Document No. 2003-0624539 with the Columbia Maricopa County ClerkRecorder, State of Georgia Arizona ("“Official Records"”), the Original Lender's interest under which was assigned to Noteholder by instrument recorded on June 29January 9, 20072004, in Book 6065, Page 237, and further assigned to Noteholder by Assignment recorded March 8, 2010, in Book 7277, Page 71as Document No. 2004-0025300, in said Official Records; that certain Assignment of Leases and Rents executed by Borrower, which was recorded on August 8May 15, 20062003, in Book 5576, Page 1as Document No. 2003-0624540, with said Official Records, the Original Lender's interest under which was assigned to Noteholder by instrument recorded on June 29January 9, 20072004, in Book 6065, Page 242 in said Official Records, and further assigned to Noteholder by Assignment recorded March 8, 2010, in Book 7277, Page 71, as Document No. 2004-0025300 in said Official Records; that certain UCC-1 Financing Statement filed on August 8May 15, 20062003, in Book 5576, Page 17 as Document No. 2003-0624541 with said Official Records; and all other Loan Documents (as defined in the Assumption Agreement) securing the real property described on EXHIBIT A, have been assumed by Assumptor upon the terms and conditions set forth in the Assumption Agreement. The Assumption Agreement is by this reference incorporated herein and made a part hereof. This Memorandum of Assumption Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed an original and all of which taken together will be deemed to be one and the same instrument. Dated: ,2011 1189351_1 Endnotes ASSUMPTOR: Inland Diversified Xxxxx Xxxxxxx, L.L.C., a Delaware limited liability company.

MEMORANDUM OF ASSUMPTION AGREEMENT. Xxxxxxx CrossingTARIFF BUILDING ASSOCIATES, LLCLP, a Georgia California limited liability companypartnership, with a mailing address at 0000 Xxxxxxxxxxxx 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000 ("“Borrower"”), Inland Diversified Kimpton Development Opportunity Fund, L.P., a California limited partnership, with a mailing address at 000 Xxxxxx Xxxxxx, Xxxxx Xxxxxxx000, L.L.C.Xxx Xxxxxxxxx, XX 00000 (“Original Guarantor”), JAYHAWK OWNER LLC, a Delaware limited liability company, with a mailing address at c/o Inland Diversified Xxxxx XxxxxxxPebblebrook Hotel Trust, LLC2 Bethesda Metro Center, 0000 Xxxxxxxxxxx XxxxSuite 1530, Oak BrookXxxxxxxx, IL 60523 Xxxxxxxx 00000 ("“Assumptor"”), Inland Diversified Real Estate TrustPEBBLEBROOK HOTEL, Inc.L.P. , a Maryland corporationDelaware limited partnership, with a mailing address at c/o Inland Diversified Pebblebrook Hotel Trust, 0 Xxxxxxxx Xxxxx XxxxxxxXxxxxx, LLCXxxxx 0000, 0000 Xxxxxxxxxxx XxxxXxxxxxxx, Oak Brook, IL 60523 Xxxxxxxx 00000 ("“New Guarantor"”), and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS TRUSTEE, SUCCESSOR TO XXXXX FARGO BANKas successor to Xxxxx Fargo Bank, N.A., IN ITS CAPACITY AS TRUSTEEas Trustee for the Registered Holders of COBALT CMBS Commercial Mortgage Trust 2007-C2, FOR THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION IICommercial Mortgage Pass-Through Certificates, COMMERCIAL MORTGAGE PASSSeries 2007-THROUGH CERTIFICATES SERIES 2006 GG8C2, with a mailing address c/o Wells Fargo Bank, N. A., Commercial Mortgage Servicing, 0000 Xxxxxxxx Xxxxxx, 2nd 7th Floor, Oakland, CA 94612 ("94612, MAC AO227-020 “Noteholder"), are parties to that certain ASSUMPTION AGREEMENT Assumption Agreement dated of even date herewith ("“Assumption Agreement"”). The undersigned parties agree that all obligations under that certain Deed to Secure Debt Promissory Note dated February 23, 2007 ("“Note"”) dated August 8, 2006, in the original principal amount of Twenty Three Million Five Hundred Thousand and no/100 Dollars ($23,500,000.00)35,000,000.00, secured by by: (i) that certain Deed to Secure Debtof Trust, Security Agreement, Assignment of Rents and Security Agreement Fixture Filing executed by Borrower and to First American Title Insurance Company, as trustee, for the benefit of Original Lender, which Security Instrument was recorded on August 8February 26, 2006, 2007 as instrument number 2007026007 in Book 5575, Page 232 with the land records of the District of Columbia County Clerk, State of Georgia ("“Official Records"”), the Original Lender's ’s interest under which was assigned to Noteholder by instrument recorded on June 29April 30, 20072008, in Book 6065, Page 237, and further assigned to Noteholder by Assignment recorded March 8, 2010, in Book 7277, Page 71as instrument number 2008059162, in said Official Records; (ii) that certain Assignment of Leases and Rents executed by Borrower, which was recorded on August 8February 26, 2006, in Book 5576, Page 12007 as instrument number 2007026008, with said Official Records, the Original Lender's ’s interest under which was assigned to Noteholder by instrument recorded on June 29April 30, 20072008, in Book 6065, Page 242 in said Official Records, and further assigned to Noteholder by Assignment recorded March 8, 2010, in Book 7277, Page 71as instrument number 2008059162, in said Official Records; that certain UCC-1 Financing Statement filed on August 8, 2006, in Book 5576, Page 17 with said Official Records; and (iii) all other Loan Documents (as defined in the Assumption Agreement) securing the real property described on EXHIBIT A, have been assumed by Assumptor upon the terms and conditions set forth in the Assumption Agreement. The Assumption Agreement is by this reference incorporated herein and made a part hereof. This Memorandum of Assumption Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed an original and all of which taken together will be deemed to be one and the same instrument. Dated: ,2011 1189351_1 Endnotes ASSUMPTOR: Inland Diversified Xxxxx Xxxxxxx, L.L.C., a Delaware limited liability company[SEE ATTACHED SIGNATURE PAGES]

MEMORANDUM OF ASSUMPTION AGREEMENT. Xxxxxxx Crossing, LLCCalifornia Valley Associates, a Georgia New York limited liability companypartnership, with a mailing address at 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxx. 000, XxxxxxxxxXxxx xx Xxxxxxx, XX 00000 ("“Borrower"”), Inland Diversified Xxxxx XxxxxxxXxxxxxx X. Xxxxxx, L.L.C.an individual, with a mailing address at 000 Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx 00000 (“Original Guarantor”), NetREIT Yucca Valley, LLC, a Delaware limited liability company, with a mailing address at c/o Inland Diversified Xxxxx Xxxxxxx0000 Xxxxxxx Xxxx Xxxxx, LLCXxxxxxxxx, 0000 Xxxxxxxxxxx Xxxx, Oak Brook, IL 60523 XX 00000 ("“Assumptor"”), Inland Diversified Real Estate TrustNetREIT, Inc., a Maryland corporation, with a mailing address at c/o Inland Diversified Xxxxx Xxxxxxx0000 Xxxxxxx Xxxx Xxxxx, LLCXxxxxxxxx, 0000 Xxxxxxxxxxx Xxxx, Oak Brook, IL 60523 XX 00000 ("“New Guarantor"”), and U.S. BANK NATIONAL ASSOCIATIONBank National Association, AS TRUSTEEas trustee for the registered holders of XX Xxxxxx Chase Commercial Mortgage Securities Corp., SUCCESSORCommercial Mortgage Pass-INThrough Certificates, Series 2005-INTEREST TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS TRUSTEE, SUCCESSOR TO XXXXX FARGO BANK, N.A., IN ITS CAPACITY AS TRUSTEE, FOR THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006 GG8LDP2, with a mailing address c/o Wells Fargo Bank, N. A., Commercial Mortgage Servicing, 0000 Xxxxxxxx Xxxxxx, 2nd Floor, Oakland, CA California 94612 ("“Noteholder"”), are parties to that certain ASSUMPTION AGREEMENT dated of even date herewith ("“Assumption Agreement"”). The undersigned parties agree that all obligations under that certain Deed to Secure Debt Fixed Rate Note ("“Note"”) dated August 8February 21, 20062005, in the original principal amount of Twenty Three Million Five Million, Eight Hundred Fifty Thousand and no/100 Dollars ($23,500,000.003,850,000.00), secured by that certain Commercial Deed to Secure Debtof Trust, Security Agreement, Fixture Filing Financing Statement and Assignment of Rents Rents, Leases, Income and Security Agreement Profits executed by Borrower and recorded on August 8March 24, 20062005, in Book 5575, Page 232 as Document No. 2005-0202686 with the Columbia San Bernardino County ClerkRecorder, State of Georgia California ("“Official Records"”), the Original Lender's ’s interest under which was assigned by instrument recorded on June 29, 2007, in Book 6065, Page 237, and further assigned to Noteholder by Assignment instruments recorded March 8on December 27, 2005 as Document No. 2005-0977314, and on February 4, 2010 as Document No. 2010, in Book 7277, Page 71-0047374, in said Official Records; that certain Assignment of Leases and Rents executed by Borrower, which was recorded on August 8March 24, 20062005, in Book 5576, Page 1as Document No. 2005-202687, with said Official Records, the Original Lender's ’s interest under which was assigned by instrument recorded on June 29, 2007, in Book 6065, Page 242 in said Official Records, and further assigned to Noteholder by Assignment instruments recorded March 8on December 27, 2005 as Document No. 2005-0977314, and on February 4, 2010 as Document No. 2010-0047374, in Book 7277, Page 71, in said Official Records; that certain UCC-1 Financing Statement filed on August 8, 2006, in Book 5576, Page 17 with said Official Records; and all other Loan Documents (as defined in the Assumption Agreement) securing the real property described on EXHIBIT A, have been assumed by Assumptor upon the terms and conditions set forth in the Assumption Agreement. The Assumption Agreement is by this reference incorporated herein and made a part hereof. This Memorandum of Assumption Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed an original and all of which taken together will be deemed to be one and the same instrument. Dated: ,2011 1189351_1 Endnotes ASSUMPTOR: Inland Diversified Xxxxx XxxxxxxSeptember ___, L.L.C., a Delaware limited liability company0000