Common use of Assignment and Assumption of Leases Clause in Contracts

Assignment and Assumption of Leases. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [VESTAR CTC CHANDLER, L.L.C.][VESTAR CTC CHANDLER PHASE 2, L.L.C.], an Arizona limited liability company (the “Assignor”), hereby assigns, transfers and delegates to CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of Assignor’s right, title and interest [except for Assignor’s right to collect delinquent rent] in and to the Landlord’s rights and obligations under the leases and the security deposits relating to the Property and more particularly described on Exhibit A attached hereto. The leases and security deposits (“Leases”) are listed on Exhibit B attached hereto. All initially-capitalized terms not defined herein shall have their meaning as set forth in that certain Purchase and Sale and Escrow Agreement dated __________, 2019, between Assignor, as seller, and Assignee, as buyer (the “Purchase Agreement”). By accepting this Assignment and by its execution hereof, Assignee assumes the payment and performance of, and agrees to pay, perform and discharge, all the debts, duties and obligations to be paid, performed or discharged from and after the date hereof, by the “landlord” or the “lessor” under the terms, covenants and conditions of the Leases, including, without limitation, brokerage commissions and compliance with the terms of the Leases relating to tenant improvements and security deposits. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the non-prevailing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. This Agreement is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C (the “Permitted Exceptions”), attached hereto and made a part hereof for all purposes.

Assignment and Assumption of Leases. For valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, [VESTAR CTC CHANDLER, L.L.C.][VESTAR CTC CHANDLER PHASE 2, L.L.C.], an Arizona limited liability company a (the “Assignor”), hereby assigns, transfers assigns and delegates to CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of Assignor’s right, title and interest [except for Assignor’s right to collect delinquent rent] in and to the Landlord’s rights and obligations under the leases first occurring and arising on or after the date hereof and the security deposits held by Assignor relating to the Property property known as and more particularly described on Exhibit A attached hereto. The leases and security deposits (“Leases”) are listed on Exhibit B attached hereto. All initially-capitalized terms not defined herein shall have their meaning as set forth in that certain Purchase and Sale and Escrow Agreement dated __________, 2019, between Assignor, as seller, and Assignee, as buyer (the “Purchase Agreement”). By accepting this Assignment and by its execution hereof, Assignee assumes the payment and performance of, and hereby agrees to payindemnify Assignor against and hold Assignor harmless from any and all cost, perform and dischargeliability, all the debtsloss, duties and obligations to be paid, performed damage or discharged from and after the date hereof, by the “landlord” or the “lessor” under the terms, covenants and conditions of the Leasesexpense, including, without limitation, brokerage commissions reasonable attorneys’ fees, first occurring and compliance with arising on or after the terms date hereof, and arising out of the Leases relating to tenant improvements and security depositsAssignee’s obligations under such leases. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the non-prevailing losing party shall pay the prevailing party’s costs and expenses of such litigation litigation, including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. This Agreement is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C (the “Permitted Exceptions”), attached hereto and made a part hereof for all purposes.

Assignment and Assumption of Leases. For BR CREEKSIDE LLC, a Delaware limited liability company (“Assignor”), in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, [VESTAR CTC CHANDLER, L.L.C.][VESTAR CTC CHANDLER PHASE 2, L.L.C.], an Arizona limited liability company (the “Assignor”), hereby assigns, transfers transfers, sets over and delegates conveys to CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of Assignor’s right, title and interest [except for Assignor’s right to collect delinquent rent] in and to the Landlord’s rights and obligations under the leases and the security deposits relating to the Property and more particularly described on Exhibit A attached hereto. The leases and security deposits (“Leases”) are listed on Exhibit B attached hereto. All initially-capitalized terms not defined herein shall have their meaning as set forth in that certain Purchase and Sale and Escrow Agreement dated ___________________________________, 2019a _________________ (“Assignee”), between all of Assignor's right, title and interest in and to all leases, including any and all security deposits made by tenants pursuant to said leases, in effect at the real property legally described on Exhibit A attached hereto, which is commonly known as sellerthe “Reserve at Creekside Village Apartments” located in Chattanooga, Tennessee (collectively, the “Existing Leases”). Assignee hereby expressly assumes the obligation for the performance of any and Assignee, as buyer all of the obligations of Assignor under the Existing Leases (the “Purchase AgreementIndemnified Matters”)) in respect of the period on or after the date hereof. By accepting this Assignment Assignor hereby indemnifies Assignee for the Indemnified Matters prior to the date hereof and by its execution hereof, Assignee assumes hereby indemnifies Assignor from the payment and performance of, and agrees to pay, perform and discharge, all the debts, duties and obligations to be paid, performed or discharged Indemnified Matters from and after the date hereof, by the “landlord” or the “lessor” under the terms, covenants and conditions of the Leases, including, without limitation, brokerage commissions and compliance with the terms of the Leases relating to tenant improvements and security deposits. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the non-prevailing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed Assignment and delivered in any number Assumption of counterparts, each of which so executed Leases shall bind and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. This Agreement is made subject, subordinate and inferior inure to the easements, covenants and other matters and exceptions set forth on Exhibit C (the “Permitted Exceptions”), attached benefit of all parties hereto and made a part hereof for all purposestheir respective heirs, successors and assigns. THIS ASSIGNMENT AND ASSUMPTION OF LEASES IS MADE ON AN "AS-IS, WHERE-IS, WITH ALL FAULTS" BASIS, WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) WHATSOEVER EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THE AGREEMENT OF PURCHASE AND SALE AND THIS ASSIGNMENT.

Assignment and Assumption of Leases. For valuable considerationKNOW ALL MEN that CRP II - ▇▇▇▇▇ PLACE LLC, the receipt and sufficiency of which are hereby acknowledged, [VESTAR CTC CHANDLER, L.L.C.][VESTAR CTC CHANDLER PHASE 2, L.L.C.], an Arizona a Delaware limited liability company (the “Assignor”), hereby assignsin consideration of Ten ($10.00) Dollars and other good and valuable consideration, transfers and delegates to CONSOLIDATED-TOMOKA LAND CO.received from , a Florida corporation (the “Assignee”), does hereby assign, transfer and Assignee hereby agrees to assume and accept the assignment and delegation of deliver unto Assignee, all of Assignor’s its right, title and interest [except for Assignor’s right to collect delinquent rent] in and to the Landlord’s rights and obligations under the leases and the leases, together with all security deposits relating to presently held by Assignor in connection therewith (collectively, the Property and “Leases”) affecting the premises known as VILLAGE AT ▇▇▇▇▇ PLACE more particularly described on Exhibit Schedule A attached annexed hereto. The leases and security deposits (“Leases”) are listed on Exhibit B attached hereto. All initially-capitalized terms not defined herein shall have their meaning as set forth in that certain Purchase and Sale and Escrow Agreement dated __________, 2019, between Assignor, as seller, and TO HAVE AND TO HOLD the same unto Assignee, as buyer (the “Purchase Agreement”). By accepting this Assignment its successors and by its execution hereofassigns, Assignee assumes the payment and performance offorever, and agrees to pay, perform and discharge, all the debts, duties and obligations to be paid, performed or discharged from and after the date hereof, by subject to the “landlord” or terms, covenants, conditions and provisions hereof and of said Leases. AND Assignee does hereby acknowledge receipt of said Leases (including the “lessor” under security deposits) so delivered, and does hereby (a) accept the within assignment, (b) assume the performance of all of the terms, covenants and conditions of the Leasessaid Leases on the part of the lessor/Assignor thereunder which are to be performed or arise from and after the date hereof, includingand (c) indemnify, without limitationdefend and hold Assignor free and harmless from and against any and all costs, brokerage commissions expenses, claims, losses or damages, liabilities and compliance with judgments (including reasonable attorneys’ fees and disbursements) which Assignor may suffer as a direct result of any default on the terms part of Assignee to perform said terms, covenants and conditions of the Leases or in any way relating to tenant improvements and the security deposits. If any litigation between This assignment is made without warranty or representation by the Assignor and without recourse to the Assignor in any manner whatsoever. This assignment and assumption agreement shall inure to the benefit of Assignee arises out and Assignor and their respective successors and assigns and shall be governed by the laws of the obligations State of Georgia. This assignment and assumption agreement may not be modified, altered or amended, or its terms waived, except by an instrument in writing signed by the parties hereto. None of the parties under provisions of this Assignment or concerning instrument are intended to be, nor shall they be construed to be, for the meaning or interpretation benefit of any provision contained herein, the non-prevailing party shall pay the prevailing third party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. This Agreement is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C (the “Permitted Exceptions”), attached hereto and made a part hereof for all purposes.

Assignment and Assumption of Leases. For FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [VESTAR CTC CHANDLER▇▇▇▇ Grand Reserve, L.L.C.][VESTAR CTC CHANDLER PHASE 2LLC, L.L.C.], an Arizona a Delaware limited liability company company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 (the “"Assignor”"), hereby assignssells, transfers transfers, assigns and delegates to CONSOLIDATED-TOMOKA LAND CO.sets over unto [To be formed DE LLC], a Florida corporation Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “"Assignee”"), its legal representatives, successors and Assignee hereby agrees to assume and accept the assignment and delegation of assigns all of Assignor’s 's right, title and interest [except for Assignor’s right in, to collect delinquent rent] in and to the Landlord’s rights and obligations under (a) the leases and with the security deposits relating tenants referred to the Property and more particularly described on Exhibit A attached hereto. The leases hereto and security deposits made a part hereof (“the "Leases”") are listed on Exhibit B attached hereto. All initially-capitalized terms not affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined herein shall have their meaning as set forth in that certain Agreement of Purchase and Sale by and Escrow Agreement between Assignor and Assignee dated ____as of ______, 2019, between Assignor, as seller, and Assignee, as buyer (2015; the “Purchase Agreement”). By accepting this Assignee does hereby accept the foregoing Assignment and by its execution Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, Assignee assumes the payment and performance ofbecome responsible for and agree to perform, and agrees to pay, perform and discharge, fulfill and observe all of the debtsobligations, duties terms, covenants, provisions and obligations to be paid, performed or discharged conditions under the Leases arising from and after the date hereofClosing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by the “landlord” Assignor, its legal representatives, successors and assigns or the “lessor” under the terms, covenants and conditions any of the Leases, including, without limitation, brokerage commissions and compliance them arising out of or in connection with the terms of Leases as to events occurring from and after the Leases relating Closing Date. Assignor agrees to tenant improvements protect, defend, indemnify and security deposits. If hold harmless Assignee, its legal representatives, successors and assigns from any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained hereinall losses, the non-prevailing party shall pay the prevailing party’s costs and expenses of such litigation damages, expenses, fees (including, without limitation, reasonable attorneys’ ' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Agreement Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed and delivered in any number of counterparts, each of which and as so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. This Agreement is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C (the “Permitted Exceptions”), attached hereto and made a part hereof for all purposesagreement.