ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

Exhibit 10.35

ASSIGNMENT AND ASSUMPTION
OF PURCHASE AND SALE AGREEMENT

This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (“Assignment”) is made as of October 15, 2010 between JMI REALTY, LLC, a Delaware limited liability company (“Assignor”), and KAUAI COCONUT BEACH, LLC, a Delaware limited liability company (“Assignee”).

Recitals

A. Assignor, as buyer, and WAIPOULI OWNER, LLC, a Delaware limited liability company, as seller (“Seller”), entered into that certain Purchase and Sale Agreement dated as of June 17, 2010, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of July 19, 2010, that certain Second Amendment to Purchase and Sale Agreement dated as of October 7, 2010, and that certain Third Amendment to Purchase and Sale Agreement dated as of October 15, 2010 (collectively, the “Purchase Agreement”), for certain real property located at Waipouli Beach, Island of Kauai, State of Hawaii, as more particularly described in Exhibit A to the Purchase Agreement.  MIDLAND LOAN SERVICES, INC., as special servicer for Xxxxx Fargo Bank N.A., as trustee for the Xxxxxx Xxxxxxx Mortgage Capital I, Inc. Commercial Mortgage Pass Through Certificate Series 2006-XLF (“Senior Lender”) executed a Limited Joinder to the Purchase Agreement confirming Senior Lender’s agreement to certain provisions of the Purchase Agreement.  This Assignment supersedes all partially executed previous versions of an assignment and assumption of the Purchase Agreement.

B. Assignor desires to assign and Assignee desires to assume all rights and liabilities of Assignor under the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the above recitals and as follows:

Section 1.  Assignment and Assumption

Effective as of 8:01 a.m. Hawaii Standard Time on October 20, 2010, Assignor hereby assigns, transfers, sets over and conveys unto Assignee all of Assignor’s rights, interests and obligations under the Purchase Agreement, and Assignee hereby accepts such assignment and assumes all of Assignor’s rights and obligations under the Purchase Agreement.

Section 2.  Counterparts

This Assignment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument.

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Section 3.  Seller/Senior Lender Consent

Seller and Senior Lender each hereby acknowledges and consents to the terms of this Assignment.

IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first set forth above.

“ASSIGNOR”								“ASSIGNEE”
JMI REALTY, LLC,								KAUAI COCONUT BEACH, LLC,
a Delaware limited liability company								a Delaware limited liability company
By:	/s/ Xxxxxx X. Xxxxx							By:	s/ Xxxxxx X. Xxxxx
	Xxxxxx X. Xxxxx							Name:	Xxxxxx X. Xxxxx
	Its: Vice President							Title:	Vice President
“SELLER”
WAIPOULI OWNER, LLC, a Delaware limited liability company
By:	WAIPOULI SENIOR MEZZANINE, LLC, a Delaware limited
	liability company
	By:	WAIPOULI JUNIOR MEZZANINE, LLC, a Delaware
		limited liability company, its sole member
		By:	WAIPOULI HOLDINGS, LLC, a Delaware
			limited liability company, its sole member
			By:	RREEF GLOBAL OPPORTUNITIES
				FUND II, LLC, a Delaware limited liability
				company, its managing member
				By:	RREEF AMERICA L.L.C., a
					Delaware limited liability company,
					as attorney-in-fact
					By:	/s/ Xxxxx XxXxxxx
					Name:	Xxxxx XxXxxxx
					Title:	Managing Director
					By:	/s/ Xxxxxx Xxxx
					Name:	Xxxxxx Xxxx
					Title:	Vice President

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“SENIOR LENDER”
MIDLAND LOAN SERVICES, INC., as special servicer for Xxxxx Fargo Bank N.A., as trustee for the Xxxxxx Xxxxxxx Mortgage Capital I, Inc. Commercial Mortgage Pass Through Certificate Series 2006-XLF
By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx
Its:	Senior Vice President
	Servicing Officer

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