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<br />THIS L SSUMPTION AGREEMENT (this "Agreement ") is made and entered into as of
<br />December_,(the "Effective Date ") by and between JG CONESTOGA L.L.C., an Ohio
<br />limited liability company ( "Prior Owner "); CONESTOGA MALL 2002, LLC, a Colorado
<br />limited liability company ( "Borrower"); and LASALLE BANK NATIONAL ASSOCIATION
<br />(f /k/a LASALLE NATIONAL BANK), AS TRUSTEE FOR ASSET SECURITIZATION
<br />CORPORATION COMMERCIAL MORTGAGE PASS- THROUGH CERTIFICATES,
<br />SERIES 1997 -D4 ( "Lender ").
<br />RECITALS
<br />A. Prior Owner was the maker of that certain Promissory Note (the "Original Note ")
<br />dated as of February 24, 1997 in the original principal amount of Nineteen Million Two Hundred
<br />Thousand and 00 /100 Dollars ($19,200,000.00) and payable to the order of Nomura Asset
<br />Capital Corporation ( "Former Lender"), The Original Note was amended by that certain First
<br />Amendment to Note by and between Prior Owner and Lender dated as of January 31, 2001 (the
<br />"First Amendment to Note"; together with the Original Note as the "Note "), which First
<br />Amendment to Note reduced the principal balance of the Original Note to Seventeen Million
<br />Nine Hundred Eighty Thousand Seven Hundred Ninety and 00 /100 Dollars ($17,980,790.00).
<br />The loan evidenced by the Note is herein referred to as the "Loan ".
<br />B. The Note is secured by that certain Deed of Trust, Assignment of Leases and
<br />Rents and Security Agreement (the "Deed of Trusf') dated as of February 24, 1997 executed by
<br />Prior Owner to Chicago Title Insurance Company for the benefit of Fanner Lender and recorded
<br />as Document Number 97- 101667 of the Official Records of Hall County, Nebraska (the "Public
<br />Records "). The Deed of Trust encumbers certain real property described on Exhibit A attached
<br />hereto and by this reference incorporated herein (together with all other property, real and
<br />personal, encumbered by the Deed of Trust, the "Property ").
<br />C. The Loan is further evidenced by that certain Loan Agreement (the "Loan
<br />Agreement ") dated as of February 24, 1997, executed by Prior Owner in favor of Former Lender;
<br />Prepared by and please return to Sutherland, Asbill & Brennan LLP, 999 Peachtree Street, N E, Atlanta, Georgia 30309 -3996,
<br />Attention. William A. Palmer III
<br />Cross Reference- Instrument No 9 7- 1 01 66 7 and 97-101668, l [all County, Nebraska Records; CapMark Loan #400028318
<br />An 829904.1
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<br />LOAN ASSUMPTION
<br />AGRN: t:M N: N'I'A
<br />THIS L SSUMPTION AGREEMENT (this "Agreement ") is made and entered into as of
<br />December_,(the "Effective Date ") by and between JG CONESTOGA L.L.C., an Ohio
<br />limited liability company ( "Prior Owner "); CONESTOGA MALL 2002, LLC, a Colorado
<br />limited liability company ( "Borrower"); and LASALLE BANK NATIONAL ASSOCIATION
<br />(f /k/a LASALLE NATIONAL BANK), AS TRUSTEE FOR ASSET SECURITIZATION
<br />CORPORATION COMMERCIAL MORTGAGE PASS- THROUGH CERTIFICATES,
<br />SERIES 1997 -D4 ( "Lender ").
<br />RECITALS
<br />A. Prior Owner was the maker of that certain Promissory Note (the "Original Note ")
<br />dated as of February 24, 1997 in the original principal amount of Nineteen Million Two Hundred
<br />Thousand and 00 /100 Dollars ($19,200,000.00) and payable to the order of Nomura Asset
<br />Capital Corporation ( "Former Lender"), The Original Note was amended by that certain First
<br />Amendment to Note by and between Prior Owner and Lender dated as of January 31, 2001 (the
<br />"First Amendment to Note"; together with the Original Note as the "Note "), which First
<br />Amendment to Note reduced the principal balance of the Original Note to Seventeen Million
<br />Nine Hundred Eighty Thousand Seven Hundred Ninety and 00 /100 Dollars ($17,980,790.00).
<br />The loan evidenced by the Note is herein referred to as the "Loan ".
<br />B. The Note is secured by that certain Deed of Trust, Assignment of Leases and
<br />Rents and Security Agreement (the "Deed of Trusf') dated as of February 24, 1997 executed by
<br />Prior Owner to Chicago Title Insurance Company for the benefit of Fanner Lender and recorded
<br />as Document Number 97- 101667 of the Official Records of Hall County, Nebraska (the "Public
<br />Records "). The Deed of Trust encumbers certain real property described on Exhibit A attached
<br />hereto and by this reference incorporated herein (together with all other property, real and
<br />personal, encumbered by the Deed of Trust, the "Property ").
<br />C. The Loan is further evidenced by that certain Loan Agreement (the "Loan
<br />Agreement ") dated as of February 24, 1997, executed by Prior Owner in favor of Former Lender;
<br />Prepared by and please return to Sutherland, Asbill & Brennan LLP, 999 Peachtree Street, N E, Atlanta, Georgia 30309 -3996,
<br />Attention. William A. Palmer III
<br />Cross Reference- Instrument No 9 7- 1 01 66 7 and 97-101668, l [all County, Nebraska Records; CapMark Loan #400028318
<br />An 829904.1
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