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2 O ~ ~ O • ry ~ n Grand Island Grocery Store
<br />ASSIGNMENT AND ASSUMPTION OF LOAN DOCUMENTS
<br />(Pursuant to Sections 9(c)(3) and 9(c)(5) of the Mortgage)
<br />ASSIGNMENT AND ASSUMPTION OF LOAN DOCUMENTS (this "A~reement")
<br />dated as of March 2010, between HVSL1, LLC, a Delaware limited liability company (the
<br />"Assi nor"), having an address c/o The Bentley Forbes Group, LLC, 10250 Constellation
<br />Boulevard, Los Angeles, California 90067, and HV GRAND ISLAND PORTFOLIO, L.P., a
<br />Delaware limited partnership ("Assi nee"), having an address of 3625 Dufferin Street, Suite 500,
<br />Toronto, Ontario M3K 1N4, Canada. All capitalized terms used herein which are not defined
<br />herein shall, except where otherwise indicated, have the meanings provided in that certain Deed
<br />of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of
<br />December 30, 2009, recorded in the Registry of Deeds of Hall County, Nebraska on January 7,
<br />2010, as Instrument No. 02010001 S 1 (as amended ar modified from time to time the
<br />"Mort~asre"), from the Assignor, as Borrower, to or for the benefit of MANUFACTURERS
<br />AND TRADERS TRUST COMPANY, as Trustee, its successors and assigns (the "Lender").
<br />WITNESSETH:
<br />WHEREAS, the Assignor is the owner of the property which is more fully described on
<br />Exhibit A attached hereto (the "Property"), which Property is encumbered by the Mortgage, and
<br />Assignor is selling and conveying the Property to Assignee concurrently with the execution and
<br />delivery of this Agreement; and
<br />WHEREAS, pursuant to Section 9(c)(3) of the Mortgage, the Assignor desires to assign
<br />to the Assignee all of its right, title and interest in and to the Note, the Mortgage, the Assignment
<br />of Lease and Rents, dated of even date with the Mortgage, recorded in the Registry of Deeds of
<br />Hall County, Nebraska on January 7, 2010, as Instrument No. 0201000152 and all other Laan
<br />Documents (collectively, the "Loan Documents"), and the Assignee desires to assume all of the
<br />Assignor's obligations thereunder, all upon the terms and conditions set forth herein.
<br />NOW, THEREFORE, in consideration of the mutual agreements and covenants
<br />contained herein, the validity and sufficiency of which are hereby acknowledged and agreed, the
<br />parties hereto agree as follows:
<br />1. The Assignor does hereby assign, transfer and set over unto the Assignee, and the
<br />Assignee hereby accepts from the Assignor, all of the Assignor's right, title and interest in and to
<br />the Loan Documents, subject to the terms of this Agreement. Subject to Section 51 of the
<br />Mortgage, Assignee hereby assumes and agrees to fully and promptly to perform and discharge
<br />all and singular the responsibilities, duties, liabilities and obligations of the Assignor under the
<br />Loan Documents on and after the date hereof.
<br />2. The Assignor shall indemnify and hold the Assignee harmless from and against
<br />all liabilities, claims, obligations, costs and expenses, including without limitation, reasonable
<br />attorneys' fees and expenses, which. arise out of or relate to the Assignor's failure to perform any
<br />of the responsibilities and abligatinns of the Assignor under the Loan Documents prior to the
<br />date hereof.
<br />15573694.1.BUSINESS
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