Common use of Existing Financing Clause in Contracts

Existing Financing. Buyer acknowledges that certain of the Sites are Loan Sites and that in order to proceed to Closing on a Loan Site, either the Loan(s) secured by the Loan Site must be paid in full prior to or at Closing (a “Prepayment”), or the Parties must obtain the written approval and agreement of the related Lender (a “Loan Assumption Approval”) of Seller’s assignment to, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a Loan Assumption is elected by Buyer for a Loan Site, the Parties’ obligation to close on the sale of that Loan Site hereunder pursuant to a Loan Assumption Approval is contingent upon the applicable Lender’s agreement pursuant to the related Loan Assumption documents to release Seller, its Affiliates and any existing guarantors, from all principal, interest and other liabilities under or with respect to the Loan for any matters first occurring after the Closing at which the Loan Assumption occurs. If Buyer elects to pursue a Loan Assumption for a Site but does not timely procure a Loan Assumption Approval on terms reasonably acceptable to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) and the other provisions of this Agreement, Buyer will proceed with the purchase of such Site pursuant to a Prepayment. (a) For purposes of this Section 1.9, the following terms have the following meanings: (i) “Loan” means the existing loan which encumbers the subject Loan Site; (ii) “Lender” means the current holder(s) of the Loan, including without limitation any loan servicer(s) from which input or approval must be received to obtain the related Loan Assumption Approval; and (iii) “Loan Documents means the existing documents which evidence, secure, or otherwise govern the applicable Loan.

Existing Financing. Buyer acknowledges that certain At the Closing, Purchaser shall assume the Existing Financing. With respect to Purchaser’s assumption of Existing Financing: (a) Promptly following the Effective Date, Purchaser shall commence its efforts to process the assumption of the Sites are Loan Sites and that in order to proceed to Closing on a Loan Site, either the Loan(s) secured Existing Financing by the Loan Site must be paid in full prior to or at Closing Purchaser (a “Prepayment”), or the Parties must obtain the written approval and agreement of the related Lender (a “Loan Assumption Approval”) of Seller’s assignment to, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a Loan , including but not limited to providing all reasonable information concerning the transfer of the Property to Lender (“Assumption is elected by Buyer for a Loan SiteApplication”); (b) Purchaser and Seller shall cooperate and use all reasonable and diligent efforts to cause the Lender (or its loan servicer, the Parties’ obligation as applicable) to close on the sale of that Loan Site hereunder pursuant to a Loan Assumption Approval is contingent upon the applicable Lender’s agreement pursuant to the related Loan Assumption documents to release Seller, its Affiliates and any existing guarantors, from all principal, interest and other liabilities under or with respect consent to the Loan for Assumption and to cause Seller and all applicable guarantors, including, without limitation, the Denis Guarantors, to be released from any matters first occurring after and all liability under the Closing Existing Financing; provided, however, Seller’s cooperation shall be at which no cost or expense to Seller. Purchaser shall keep Seller reasonably informed regarding the Loan Assumption occursProcess and shall include Seller in all communications regarding the Loan Assumption documents; (c) the Existing Financing shall be credited towards the Purchase Price. For purposes of determining the amount of the Existing Financing to be credited toward the Purchase Price, the aggregate of the outstanding principal balance of the Existing Financing and all accrued and unpaid interest and late charges or other similar fees, if any, as of the Closing Date (but expressly excluding the Assumption Fee (defined below)) shall be aggregated and determined and shall be credited to the Purchase Price; and (d) Purchaser shall be exclusively liable for and shall pay as the same are incurred (i) the assumption fees and/or costs required by the Lender (or the loan servicer) and (ii) all fees, expenses and/or costs required by the Lender to process the Assumption Application and the Loan Assumption (collectively, the “Assumption Fee”). To the extent that there are any escrows or impounds maintained in connection with the Existing Financing which are not disbursed by Lender to Seller on the Closing Date, Purchaser shall reimburse Seller in an amount equal to such escrows or impounds transferred on the Closing Date, as part of the Loan Assumption. Notwithstanding anything in this Section 2.4 to the contrary, if there is any outstanding late charges or unpaid or past due interest due to ▇▇▇▇▇ MT’s failure to make the payments due under the Existing Financing as required by the terms of the Master Lease, then ▇▇▇▇▇ MT shall reimburse Seller at the Closing such amounts that were deducted from the Purchase Price. If Buyer elects prior to pursue the Closing Date, despite using its best good faith efforts, Purchaser is unable to cause Lender to approve the assumption of the Existing Financing by Purchaser, then upon written notice delivered to Seller and Escrow Agent prior to the Closing Date, Purchaser may terminate this Agreement and receive a Loan Assumption for a Site but does not timely procure a Loan Assumption Approval on terms reasonably acceptable refund of its ▇▇▇▇▇▇▇ Money, less the sum of the Independent Contract Consideration which sum shall be paid to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) and the other provisions Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement, Buyer will proceed with the purchase of such Site pursuant to a Prepayment. (a) For purposes of this Section 1.9, the following terms have the following meanings: (i) “Loan” means the existing loan which encumbers the subject Loan Site; (ii) “Lender” means the current holder(s) of the Loan, including without limitation any loan servicer(s) from which input or approval must be received to obtain the related Loan Assumption Approval; and (iii) “Loan Documents means the existing documents which evidence, secure, or otherwise govern the applicable Loan.

Existing Financing. Buyer acknowledges 3.3.1 As provided in Sections 10.5 and 11.6, it shall be a condition precedent to Equitable's and Purchaser's respective obligations to close title hereunder that certain of the Sites are Loan Sites and Rating Agency Approval shall have been obtained, it being agreed, however, that Purchaser may elect, in order its sole discretion, to proceed satisfy this condition by repaying in full the Existing Financing, including any prepayment penalty or premium required to Closing on a Loan Site, either the Loan(s) secured by the Loan Site must be paid in full connection with such repayment and, if Purchaser does so, the amount of the Purchase Price payable by Purchaser to Equitable at Closing shall be the amount provided for in Section 3.1 as if Purchaser had taken title to the Malls subject to the Existing Financing. Purchaser and Seller each shall, in a timely manner, provide such information, execute and deliver such documents and take such other actions as are required in order that the Rating Agencies may determine whether Purchaser is qualified under the Mortgage to take title to the Malls subject to the Existing Financing. If the Rating Agencies determine that Purchaser is so qualified, Purchaser shall, at (or, if appropriate, prior to) the Closing, execute and deliver such additional documents, and take such other actions, as shall be required under the 13 Mortgage in connection with Purchaser's assumption of the Existing Financing. Without limiting the generality of the foregoing, if required by the Rating Agencies, Purchaser shall submit copies of its organizational documents and shall make such modifications thereto as shall be required by the Rating Agencies, deliver a substantive nonconsolidation opinion from Purchaser's counsel and such other legal opinions of Purchaser's counsel as may be required by the Rating Agencies, and execute and deliver an assumption of the Mortgage and the other loan documents in the form required thereunder. 3.3.2 If prior to the Closing Purchaser desires to communicate or at Closing (a “Prepayment”), meet with the Trustee for the Existing Financing or the Parties must obtain the written approval and agreement of the related Lender (a “Loan Assumption Approval”) of Seller’s assignment to, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a Loan Assumption is elected by Buyer for a Loan Site, the Parties’ obligation to close on the sale of that Loan Site hereunder pursuant to a Loan Assumption Approval is contingent upon the applicable Lender’s agreement pursuant to the related Loan Assumption documents to release Seller, its Affiliates and any existing guarantors, from all principal, interest and other liabilities under or Rating Agencies with respect to the Loan for any matters first occurring after Existing Financing or Purchaser's ability to qualify as a party entitled to take title to the Closing at which Malls subject thereto, Purchaser shall so advise Equitable and afford Equitable the Loan Assumption occurs. If Buyer elects right to pursue a Loan Assumption for a Site but does not timely procure a Loan Assumption Approval on terms reasonably acceptable to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) and the other provisions of this Agreement, Buyer will proceed with the purchase of such Site pursuant to a Prepaymentparticipate in each meeting or communication. (a) For purposes of this Section 1.9, the following 3.3.3 The terms have the following meanings: (i) “Loan” means the existing loan which encumbers the subject Loan Site; (ii) “Lender” means the current holder(s) and conditions of the LoanExisting Financing require that Equitable complete certain maintenance, including without limitation any loan servicer(s) from which input or approval must repair and replacement work at the Malls. To the extent that such work has not heretofore been completed by Equitable, Purchaser shall be received to obtain solely responsible for the related Loan Assumption Approval; performance of, and (iii) “Loan Documents means the existing documents which evidencepayment for, secure, or otherwise govern the applicable Loansuch work following Closing.

Existing Financing. Buyer acknowledges that certain At the Closing, Purchaser shall assume the Existing Financing. With respect to Purchaser’s assumption of Existing Financing, (a) no later than five (5) business days after the Effective Date, Purchaser shall commence its efforts to process the assumption of the Sites are Loan Sites and that in order to proceed to Closing on a Loan Site, either the Loan(s) secured Existing Financing by the Loan Site must be paid in full prior to or at Closing Purchaser (a “Prepayment”), or the Parties must obtain the written approval and agreement of the related Lender (a “Loan Assumption Approval”) of Seller’s assignment to, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a Loan , including but not limited to providing all reasonable information concerning the transfer of the Property to Lender (“Assumption is elected by Buyer for a Loan SiteApplication”), (b) Purchaser and Seller shall cooperate and use all reasonable and diligent efforts to cause the Parties’ obligation Lender (or its loan servicer, as applicable) to close on the sale of that Loan Site hereunder pursuant to a Loan Assumption Approval is contingent upon the applicable Lender’s agreement pursuant to the related Loan Assumption documents to release Seller, its Affiliates and any existing guarantors, from all principal, interest and other liabilities under or with respect consent to the Loan Assumption and to cause Seller and all applicable guarantors, if any, to be released from any and all liability under the Existing Financing; provided, however, Seller’s cooperation shall be at no cost or expense to Seller, (c) the Existing Financing shall be credited towards the Purchase Price, (d) for any matters first occurring after purposes of determining the amount of the Existing Financing to be credited toward the Purchase Price, the aggregate of the outstanding principal balance of the Existing Financing and all accrued and unpaid interest and late charges or other similar fees, if any, as of the Closing at which Date (but expressly excluding the Assumption Fee (defined below)) shall be aggregated and determined and shall be credited to the Purchase Price and (e) Purchaser shall be exclusively liable for and shall pay as the same are incurred (i) the assumption fees and/or costs required by the Lender (or the loan servicer) and (ii) all fees, expenses and/or costs required by the Lender to process the Assumption Application and the Loan Assumption occurs. If Buyer elects to pursue a Loan Assumption for a Site but does not timely procure a Loan Assumption Approval on terms reasonably acceptable to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) and the other provisions of this Agreement, Buyer will proceed with the purchase of such Site pursuant to a Prepayment. (a) For purposes of this Section 1.9collectively, the following terms have the following meanings: (i) “Loan” means the existing loan which encumbers the subject Loan Site; (ii) “Lender” means the current holder(s) of the Loan, including without limitation any loan servicer(s) from which input or approval must be received to obtain the related Loan Assumption Approval; and (iii) “Loan Documents means the existing documents which evidence, secure, or otherwise govern the applicable LoanFee”).

Existing Financing. Buyer acknowledges that certain (a) At the Closing, Purchaser shall assume the Existing Financing. With respect to Purchaser’s assumption of Existing Financing, (a) no later than five (5) business days after the Effective Date, Purchaser shall commence its efforts to begin the process of the Sites are Loan Sites and that in order to proceed to Closing on a Loan Site, either the Loan(s) secured by the Loan Site must be paid in full prior to or at Closing (a “Prepayment”), or the Parties must obtain the written approval and agreement assumption of the related Lender Existing Financing by Purchaser (a “Loan Assumption Approval”) of Seller’s assignment to, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a Loan , including but not limited to providing all reasonable information concerning the transfer of the Property to Lender (“Assumption is elected by Buyer for a Loan SiteApplication”), (b) Purchaser and Seller shall cooperate and use all reasonable and diligent efforts to cause the Parties’ obligation Lender (or its loan servicer, as applicable) to close on the sale of that Loan Site hereunder pursuant to a Loan Assumption Approval is contingent upon the applicable Lender’s agreement pursuant to the related Loan Assumption documents to release Seller, its Affiliates and any existing guarantors, from all principal, interest and other liabilities under or with respect consent to the Loan Assumption and to cause the Seller and all applicable guarantors, if any, to be released from any and all liability under the Existing Financing; provided, however, Seller’s cooperation shall be at no cost or expense to Seller, (c) the Existing Financing shall be credited towards the Purchase Price, (d) for any matters first occurring after purposes of determining the amount of the Existing Financing to be credited toward the Purchase Price, the aggregate of the outstanding principal balance of the Existing Financing and all accrued and unpaid interest and late charges or other similar fees, if any, as of the Closing at which Date (but expressly excluding the Assumption Fee (defined below)) shall be aggregated and determined and shall be credited to the Purchase Price and (e) Purchaser shall be exclusively liable for and shall pay as the same are incurred (i) the assumption fees and/or costs required by the Lender (or the loan servicer) and (ii) all fees, expenses and/or costs required by the Lender to process the Assumption Application and the Loan Assumption occurs. If Buyer elects to pursue (collectively, the “Assumption Fee”). (b) As a Loan Assumption material part of the consideration for a Site but does not timely procure a Loan Assumption Approval on terms reasonably acceptable to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) and the other provisions of this Agreement, Buyer will proceed Seller has agreed to relinquish to Purchaser at Closing the sum of $5,404.00 (the “Retained Reserves”) of the reserves held by Lender under the Existing Financing. The parties hereby agree and acknowledge that, with the purchase exception of the Retained Reserves, all reserve accounts held by Lender under the Existing Financing will not be transferred to Purchaser as part of the Loan Assumption. Purchaser acknowledges and agrees that any such Site pursuant reserve accounts required under the Existing Financing in excess of the Retained Reserves will need to a Prepayment. (a) For purposes of this Section 1.9, the following terms have the following meaningseither: (i) “Loan” means in the existing loan which encumbers the subject Loan Site; event that Lender does not release such funds to Seller, but instead credits them to Purchaser, be reimbursed by Purchaser to Seller at Closing, or (ii) “in the event that Lender releases such funds to Seller, if required by Lender” means the current holder(s, be replenished by Purchaser at Closing. (c) of the LoanProvided that Purchaser timely submitted its Assumption Application in accordance with Section 2.4(a), including without limitation any loan servicer(s) from which input or approval must be received and uses continuous, good faith efforts to obtain the related Loan Assumption Approval; , in the event Purchaser does not receive Loan Assumption Approval within one hundred fifty (150) days of the Effective Date of the Agreement, then either Purchaser or Seller may terminate this Agreement by written notice to the other party, whereupon the ▇▇▇▇▇▇▇ Money less the Independent Contract Consideration shall be refunded to Purchaser, and (iii) “Loan Documents means the existing documents which evidenceneither party shall have any further rights or obligations pursuant to this Agreement, secure, other than as set forth herein with respect to rights or otherwise govern the applicable Loanobligations that survive termination.

Existing Financing. Buyer acknowledges that certain (a) At the Closing, Purchaser shall assume the Existing Financing. With respect to Purchaser’s assumption of Existing Financing, (a) no later than five (5) business days after the Effective Date, Purchaser shall commence its efforts to begin the process of the Sites are Loan Sites and that in order to proceed to Closing on a Loan Site, either the Loan(s) secured by the Loan Site must be paid in full prior to or at Closing (a “Prepayment”), or the Parties must obtain the written approval and agreement assumption of the related Lender Existing Financing by Purchaser (a “Loan Assumption Approval”) of Seller’s assignment to, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a Loan , including but not limited to providing all reasonable information concerning the transfer of the Property to Lender (“Assumption is elected by Buyer for a Loan SiteApplication”), (b) Purchaser and Seller shall cooperate and use all reasonable and diligent efforts to cause the Parties’ obligation Lender (or its loan servicer, as applicable) to close on the sale of that Loan Site hereunder pursuant to a Loan Assumption Approval is contingent upon the applicable Lender’s agreement pursuant to the related Loan Assumption documents to release Seller, its Affiliates and any existing guarantors, from all principal, interest and other liabilities under or with respect consent to the Loan Assumption and to cause the Seller and all applicable guarantors, if any, to be released from any and all liability under the Existing Financing; provided, however, Seller’s cooperation shall be at no cost or expense to Seller, (c) the Existing Financing shall be credited towards the Purchase Price, (d) for any matters first occurring after purposes of determining the amount of the Existing Financing to be credited toward the Purchase Price, the aggregate of the outstanding principal balance of the Existing Financing and all accrued and unpaid interest and late charges or other similar fees, if any, as of the Closing at which Date (but expressly excluding the Assumption Fee (defined below)) shall be aggregated and determined and shall be credited to the Purchase Price and (e) Purchaser shall be exclusively liable for and shall pay as the same are incurred (i) the assumption fees and/or costs required by the Lender (or the loan servicer) and (ii) all fees, expenses and/or costs required by the Lender to process the Assumption Application and the Loan Assumption occurs. If Buyer elects to pursue (collectively, the “Assumption Fee”). (b) As a Loan Assumption material part of the consideration for a Site but does not timely procure a Loan Assumption Approval on terms reasonably acceptable to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) and the other provisions of this Agreement, Buyer will proceed Seller has agreed to relinquish to Purchaser at Closing the sum of $200,000.00 (the “Retained Reserves”) of the reserves held by Lender under the Existing Financing. The parties hereby agree and acknowledge that, with the purchase exception of the Retained Reserves, all reserve accounts held by Lender under the Existing Financing will not be transferred to Purchaser as part of the Loan Assumption. Purchaser acknowledges and agrees that any such Site pursuant reserve accounts required under the Existing Financing in excess of the Retained Reserves will need to a Prepayment. (a) For purposes of this Section 1.9, the following terms have the following meaningseither: (i) “Loan” means in the existing loan which encumbers the subject Loan Site; event that Lender does not release such funds to Seller, but instead credits them to Purchaser, be reimbursed by Purchaser to Seller at Closing, or (ii) “in the event that Lender releases such funds to Seller, if required by Lender” means the current holder(s, be replenished by Purchaser at Closing. (c) of the LoanProvided that Purchaser timely submitted its Assumption Application in accordance with Section 2.4(a), including without limitation any loan servicer(s) from which input or approval must be received and uses continuous, good faith efforts to obtain the related Loan Assumption Approval; , in the event Purchaser does not receive Loan Assumption Approval within one hundred fifty (150) days of the Effective Date of the Agreement, then either Purchaser or Seller may terminate this Agreement by written notice to the other party, whereupon the ▇▇▇▇▇▇▇ Money less the Independent Contract Consideration shall be refunded to Purchaser, and (iii) “Loan Documents means the existing documents which evidenceneither party shall have any further rights or obligations pursuant to this Agreement, secure, other than as set forth herein with respect to rights or otherwise govern the applicable Loanobligations that survive termination.

Existing Financing. Buyer 2.6.1 Sellers and Purchaser acknowledge and agree that, with respect to the Existing Loan Facilities identified on Schedule V attached hereto, the applicable Existing Lender’s consent is required in connection with the consummation of the Transactions. 2.6.2 Prior to the Effective Date, Purchaser acknowledges that certain it has requested the consent and approval of each Existing Lender in connection with the consummation of the Sites are Transactions, including to the assignment of each Existing Loan Sites and that in order by each applicable Seller to proceed to Closing on a Loan Site, either the Loan(s) secured by the Loan Site must be paid in full prior to or at Closing Purchaser (a “Prepayment”), or the Parties must obtain applicable Designee) and the written approval assumption of each Existing Loan by Purchaser (or the applicable Designee) on the same terms and agreement conditions applicable to each Existing Loan in effect with respect to the Existing Loan Documents as of the related Lender Effective Date without amendment other than Ministerial Amendments (a “Loan Assumption Approval”) of Seller’s assignment toeach, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a ) from and after the Closing at which the applicable Loan Assumption is elected by Buyer for a Loan Site, the Parties’ obligation occurs. Each Party shall use commercially reasonable efforts to close on the sale of that Loan Site hereunder pursuant to a obtain all consents and approvals required from each Existing Lender in connection with each applicable Loan Assumption Approval is contingent upon (including by timely delivering all documents and information reasonably requested (i) by such Existing Lenders consistent with the applicable requirements set forth in the Existing Loan Documents and the requests made by such Existing Lenders prior to the Effective Date and (ii) by any replacement cash management and deposit account control agreement providers), and such additional consents and approvals, if any, required by the Existing Loan Documents in connection with the Transactions, including each Existing Lender’s agreement pursuant to the related Loan Assumption documents to release Sellereach applicable Seller and each of its applicable Affiliates from any Post-Closing Loan Liability, its Affiliates and any existing guarantorsincluding, without limitation, from any guarantees, indemnification agreements and recourse obligations arising from and after the Closing at which the applicable Loan Assumption occurs, unless, in each case, expressly waived by Sellers in their sole discretion (each such consent, a “Loan Assumption Approval”). In furtherance of the foregoing, Purchaser shall not make any changes to its organizational structure or other material deliverables other than a one-time right to make such changes prior to the First Closing, nor shall Purchaser request any modifications to the Existing Loan Documents other than Ministerial Amendments or in respect of modifications requested by an Existing Lender. Any agreements or other instruments required by an Existing Lender to be executed by Purchaser (or any Affiliate or subsidiary thereof) in connection with a Loan Assumption Approval shall be subject to the prior written approval of Purchaser, such approval shall not be unreasonably withheld, delayed or conditioned; provided that Purchaser’s approval may be given or withheld in Purchaser’s sole and absolute discretion with respect to any modifications to the Existing Loan Documents that are not Ministerial Amendments, and except for Purchaser’s obligations set forth in Section 2.6.3 below, with respect to conditions or fees, reserves, costs or expenses required in connection with obtaining any Existing Lender’s approval. Further, except with respect to Purchaser’s obligations set forth in Section 2.6.3 below, nothing herein shall be construed to require Purchaser to assume any obligation not expressly provided for under the Existing Loan Documents. 2.6.3 In connection with pursuing each Loan Assumption Approval, Purchaser and Sellers agree to (i) cooperate in good faith with each other and with the applicable Existing Lender’s reasonable or customary requests for information, (ii) enter into commercially reasonable loan assumption documents in form and substance customarily required of similarly situated purchasers and sellers in similar transactions, but in all principal, interest events on the same terms and other liabilities under or conditions applicable to each Existing Loan in effect with respect to the Existing Loan Documents as of the Effective Date without amendment except for Ministerial Amendments and (iii) comply with any other commercially reasonable requirements and conditions of such Existing Lender in connection with the applicable Loan Assumption which are customarily required of similarly situated purchasers and sellers in similar transactions. Notwithstanding the foregoing, (y) Sellers shall have no obligation to assume, accept or retain any Post-Closing Loan Liability with respect to each Existing Loan for any matters first occurring after the Closing at which the Loan Assumption occurs. If Buyer elects , and (z) Purchaser (or its applicable Designee) shall have no obligation to pursue a assume liability under any Existing Loan with respect to obligations arising under the Existing Loan Documents prior to the Closing at which the applicable Loan Assumption occurs except that Purchaser (or its applicable Designee) shall be responsible for a Site but does not timely procure a any repairs, improvements, or other work at any Facility (and the costs therefor) which any Existing Lender identifies during the Loan Assumption Approval on process as being required (the “Required Repairs”); provided, however, that Purchaser shall not be obligated to undertake any Required Repairs costing in excess of One Million Six Hundred Thousand Dollars ($1,600,000.00). Purchaser’s obligation to assume an Existing Loan is not conditioned upon the Existing Lender providing any modifications to any terms reasonably acceptable of the Existing Loan other than Ministerial Amendments and changes necessary or appropriate to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) reflect Purchaser’s ownership structure and the other provisions of this Agreement, Buyer will proceed with the purchase of such Site pursuant to a Prepayment. (a) For purposes of matters described in this Section 1.9, the following terms have the following meanings: (i) “Loan” means the existing loan which encumbers the subject Loan Site; (ii) “Lender” means the current holder(s) of the Loan, including without limitation any loan servicer(s) from which input or approval must be received to obtain the related Loan Assumption Approval; and (iii) “Loan Documents means the existing documents which evidence, secure, or otherwise govern the applicable Loan2.6.

Existing Financing. Buyer acknowledges that certain of the Sites are Loan Sites and that in order to proceed to Closing on a Loan Site, either the Loan(s) Loan secured by the Loan Site must be paid in full prior to or at Closing (a “Prepayment”), or the Parties must obtain the written approval and agreement of the related Lender (a “Loan Assumption Approval”) of Seller’s assignment to, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a Loan Assumption is elected by Buyer for a Loan Site, the Parties’ Seller’s obligation to close on the sale of that Loan Site hereunder to Buyer pursuant to a Loan Assumption Approval is contingent upon the applicable Lender’s agreement pursuant to the related Loan Assumption loan assumption documents to release Seller, its Affiliates and any existing guarantors, from all principal, interest and other liabilities liability arising under or with respect to the Loan for any matters first occurring from and after the Closing at which the Loan Assumption occurs. If Buyer elects to pursue a Loan Assumption for a Site but does not timely procure a Loan Assumption Approval on terms reasonably acceptable to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) and the other provisions of this Agreement, Buyer will proceed with the purchase of such Site pursuant to a PrepaymentClosing. (a) For purposes of this Section 1.9, the following terms have the following meanings: (i) “Loan” means the existing loan which encumbers the subject Loan Site; (ii) “Lender” means the current holder(s) of the Loan, including without limitation any loan servicer(s) from which input or approval must be received to obtain the related Loan Assumption Approval; and (iii) “Loan Documents means the existing documents which evidence, secure, or otherwise govern the applicable Loan, which Loan Documents will be included in the Seller Deliveries for the related Loan Site. For clarity, the Parties agree that the provisions of Section 1.9 do not apply to a Site that is encumbered by a Mortgage that Seller is obligated to cure or remove pursuant to Section 2.2(e) of this Agreement.