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200309959 1. Assignment. Effective upon Lender's consent, Borrower hereby grants, transfers, conveys, and assigns to Assignee every right of Borrower under the Loan Documents (collectively, the "Borrower's Rights "), and transfers, assigns and delegates to Assignee every debt, obligation or other responsibility, financial or otherwise, of Borrower under the Loan Documents (collectively, the "Borrower's Obligations "). 2. Assumption. Assignee hereby accepts the transfer of all the Borrower's Rights and assumes all the Borrower's Obligations effective upon the Lender's consent thereto. Assignee agrees to fully and timely perform each of the Borrower's Obligations in accordance with the terms of the Loan Documents and to be legally bound by such Loan Documents in the same manner and to the same extent as if Assignee were the original borrowing party thereunder. Assignee hereby makes all of the representations, warranties, and covenants of Borrower to Lender contained in the Loan Documents, effective as of the date thereof, with only such exceptions and exclusions thereto as are listed on Exhibit "B" attached hereto and incorporated herein by this reference. Assignee acknowledges and agrees that, in the event of a default by Assignee of the terms of this Agreement or any of the Loan Documents, in addition to any rights and remedies granted to Lender under Governing Law (defined below), Lender shall have all the rights and remedies against Assignee which Lender would have against Borrower under the Loan Documents in such event of default. 3. Release. In reliance on Borrower's and Assignee's representations and warranties in this Agreement, effective upon the date on which the fee title of the property as described in the Loan Documents is duly transferred from Borrower to Assignee and such transfer is duly recorded (the "Transfer Date "), Lender releases Borrower and any guarantors as referenced in the Loan Documents from all obligations under the Loan Documents, but only to the extent such obligations arise from and after the Transfer Date, regardless of when such liability is discovered. 4. Guaranty Agreement. Lender's consent to the assignment and assumption set forth herein is contingent upon the execution of a personal guaranty by all of the shareholders of Assignee jointly and severally guaranteeing Assignee's performance under the Loan Documents and the payment by Assignee of any and all obligations of Assignee to Lender under the Note. Upon receipt of such guaranty from Assignee, Lender shall release the personal guaranty executed by the partners of Borrower. 5. Acceptance. Effective upon receipt by Lender of the Loan Assumption Fee in immediately available funds and the personal guaranty described in Section 3 above, Lender hereby consents to the transfer and assignment by Borrower and the assumption by Assignee of the Borrower's Rights and the Borrower's Obligations under the Loan Documents in accordance with the terms and conditions set forth herein and in the Loan Documents. 6. Loan Assumption Fee. Assignee agrees to pay to Lender promptly upon the execution of this Agreement a loan assumption fee in the amount of Sixteen Thousand 2375870v2