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200710377 NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties contained herein, the parties agree as follows: 1. ASSUMPTION. Transferee hereby assumes and will pay when due all sums now due and owing or to become due or owing under, and will hereafter faithfully perform and be bound by all terms and conditions of, the Note, the Deed of Trust, the Assignment of Rents, and each other contract, instrument and document evidencing obligations of Borrower to Lender in connection with the Note and/or the Deed of Trust and/or the Assignment of Rents (collectively, the "Loan Documents") as if it was the original party thereto. As of the date hereof, the outstanding principal balance of the Note is $504,593.99 2. RELEASE OF BORROWER. Borrower is hereby released from all liability under the Loan Documents, and from any obligations accruing thereunder. 3. CONTINUING LIABILITY OF GUARANTORS. Kenneth W. Staab and Rose Mary Staab (each a "Guarantor") shall remain liable to Lender as guarantors of the obligations of Transferee to Lender under the Loan Documents as evidenced by and subject to the terms of a guaranty from each Guarantor and such authorization documents as Lender shall require, all in form and substance satisfactory to Lender, and executed by each Guarantor as of the date hereof. 4. ADDITIONAL DOCUMENTATION. In addition to this Agreement and any other contract, instrument or document required hereunder, Borrower and Transferee shall deliver or cause to be delivered to Lender any additional agreements or documentation required by Lender, in form and substance satisfactory to Lender, including without limitation, evidence of insurance coverage on the Property, UCC financing statements or amendments, and policies of title insurance or endorsements to existing title policies insuring the continued validity and priority of Lender's lien on the Property subject only to such exceptions as Lender shall approve in its discretion. Borrower and Transferee shall payor reimburse Lender immediately upon demand for all costs and expenses incurred by Lender in connection with any of the foregoing. 5. REPRESENTATIONS OF BORROWER AND TRANSFEREE. Borrower and Transferee each represents and warrants to Lender that (a) it has obtained all consents and approvals necessary or required for the transfer of Property and the assumption of all the obligations as set forth herein, (b) there exists no default as defined in any of the Loan Documents, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such default, and (c) there are no claims, defenses (legal or equitable), counterclaims, set-offs and/or other rights or remedies whatsoever that either now may have, claim or assert against Lender that would in any way alter, reduce or extinguish any obligations to Lender under any of the Loan Documents. Transferee further represents and warrants to Lender that it has personal knowledge of all terms and conditions of each of the Loan Documents, and agrees that Lender shall have no duty to provide any information to Transferee regarding said terms and conditions prior to execution of this Agreement. All representations and warranties herein shall be deemed made as of the date hereof and as of the date on which all Conditions Precedent set forth below have been satisfied. 6. LENDER CONSENT. Lender hereby consents to the transfer of the Property to Transferee and acknowledges that said transfer does not constitute a default under the Loan Documents. Borrower and Transferee each acknowledges that Lender's consent to the transfer and assumption set forth herein shall not be deemed to be a consent by Lender to any further or subsequent assumption by any party of any of the obligations of Transferee to Lender under any of the Loan Documents, or to the sale or other transfer of all or any portion of or interest in the Property. 7. CONTINUING VALIDITY OF LOAN DOCUMENTS. All terms and conditions of the Loan Documents not expressly modified herein remain in full force and effect, as assumed by Transferee, without waiver or amendment. C-521_NE.DOC (Rev. 08/07) Mg1314L 1 (MK) -2-