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20041;315 O. Lender is willing to consent to the transfer of the Property by Prior Owner to Borrower and the assumption of the Loan by Borrower, subject to the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the sum of Ten and No /100 Dollars ($10.00) cash in hand paid by the parties hereto each to the other and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Loan Information. Lender certifies that the principal balance outstanding under the Note as of the Effective Date is $42,441,095.00. Interest on the Loan has been paid through December 11, 2004. The Allocated Loan Amount for each Facility is set forth on Schedule 1, attached hereto. All escrow deposits held by Lender in connection with the Loan Documents shall, from and after the Effective Date, be for the account of Borrower. To the actual knowledge of Lender as of the Effective Date, no event of default, or event which with the passage of time or the giving of notice, or both, would constitute an event of default, under the Loan Documents has occurred and is continuing. Lender reserves the right to declare any existing default which subsequently comes to the attention of Lender. 2. _Organization and Authority of Borrower. Borrower represents and warrants to Lender as follows: (a) Borrower is a limited partnership duly formed and validly existing under the laws of the state of Texas and duly qualified to transact business under the laws of the state in which any Property is located. The taxpayer identification number Q��(�rrower is 20- 1975246. The organizational ID number of the Borrower is V . On or prior to the date hereof, Borrower has delivered to Lender a fully executed IRS form W -9. (b) No proceeding is pending for the dissolution or annulment of Borrower, and all license and franchise taxes due and payable by Borrower have been paid in full. (c) Borrower has the full power and authority to enter into and perform this Agreement and to assume the Loan. The execution, delivery and performance of this Agreement and the other documents contemplated herein by Borrower (1) has been duly and validly authorized by all necessary action on the part of Borrower, (2) does not conflict with or result in a violation of Borrower's organizational documents or any judgment, order or decree of any court or arbiter in any proceeding to which Borrower is a party, and (3) does not conflict with, or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Borrower is bound or to which Borrower is a party. 3. Consent of Lender. Lender hereby consents to the sale of the Property by Prior Owner to Borrower and agrees that such sale shall not constitute a default under the Loan Documents. Notwithstanding the foregoing, this consent to the transfer of the Property shall not be deemed to be a waiver of the right of the Lender under the Mortgage or the Loan Documents 4 Sunwest N.C. Trust, GMACCM Loan #400028174 (Nebraska) AO 1243719.1