Common use of Existing Loans Clause in Contracts

Existing Loans. (a) The Property is encumbered with certain financing as set forth on Section 3.3(q) of the Disclosure Letter (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership nonetheless, at its sole discretion, may cause such Existing Loan to be refinanced or repaid after the Closing. Contributor acknowledges that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals and each of their respective Affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, each of the Principals and each of their respective Affiliates.

Existing Loans. (a) The Property is encumbered with certain financing as set forth on Section 3.3(q) of Schedule 1.6 (the Disclosure Letter (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds of trust and all other documents or instruments evidencing, governing evidencing or securing such Existing LoansLoan, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each The Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the The Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender holder of any mortgage or deed of trust related to such Existing Loan (in each case a the “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest Interests subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership nonetheless, (x) at its sole discretion, may cause such Existing Loan or prior to be refinanced or repaid after the Closing. Contributor acknowledges that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals Soma Square and each of their respective Affiliates affiliates (as applicable) shall have been released (pursuant to an agreement reasonably satisfactory to the Contributor) from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations with respect to the Existing Loan, and (y) the Operating Partnership may nonetheless, at its sole discretion, cause such Existing Loan to be refinanced or repaid after the Closing. The Contributor acknowledges that, from the date of the initial filing of the registration statement (the “Initial Filing Date”) in connection with the Public Offering, the Contributor shall use its commercially reasonable efforts to facilitate, within sixty (60) days from the Initial Filing Date, the consent of the Lender to the Operating Partnership’s assumption of the Existing Loan Release”). In if the absence of Operating Partnership intends to assume such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, each of the Principals and each of their respective Affiliates.

Existing Loans. (a) The Each Property is encumbered with certain financing as set forth on Section 3.3(q) of the Disclosure Letter Schedule 1.6 (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds deed of trust trusts and all other documents or instruments evidencing, governing evidencing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender holder of each mortgage or deed of trust related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the applicable Property Interest Interests subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, (x) at or prior to Closing, Soma Square, TMG and its affiliates (as applicable) shall have been released from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations with respect to the Existing Loan secured by the Property that is being contributed in connection with the Partnership Interests of Soma Square (the “Soma Square Property,” and such Existing Loan, the “Soma Square Loan”) and which first arises on or after the Closing Date, and (y) the Operating Partnership may nonetheless, at its sole discretion, may cause such Existing Loan to be refinanced or repaid after the Closing. Contributor acknowledges The Contributors acknowledge that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPOPublic Offering, it the Hxxxxx Contributors and TMG, as applicable, shall each be obligated under the Hxxxxx Contribution Agreement and the TMG Contribution Agreement, respectively, to use its their commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to)facilitate, within ninety sixty (9060) days from the Initial Filing Date, the consent of the Lender Lenders to the Operating Partnership’s assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing. From and after the Closing and until such time as each Existing Loan has been refinanced or repaid in full, at or before each Lender has otherwise agreed in writing to release the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals Contributors and each of their respective Affiliates affiliates from any further liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (under the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the ClosingDocuments, the Operating Partnership shall enter into an indemnification agreement shall, if applicable, indemnify the Contributors and their respective affiliates in substantially respect of any such further liabilities that have not been so released, except to the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect extent any such liability results from a breach of any obligation relating to any obligation Contributor or affiliate thereof under the Existing Loan Documents of (e.g., an obligation not to make or permit transfers, maintain a certain net worth or liquidity, or deliver financials) or from any act or omission constituting fraud, gross negligence, willful misconduct, bad faith or a default under this Agreement by any Contributor, each of the Principals and each of their respective Affiliates.

Existing Loans. (a) The Property It is encumbered with certain financing as set forth on Section 3.3(q) the intent of the Disclosure Letter parties hereto that, from and after the Effective Date, (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either x) (i) assume the SJWTX Sublimit under this Agreement shall re-evidence SJWTX’s loans under the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing)SJWTX Credit Agreement, (ii) take title to this Agreement is entered into, in part, in substitution for, and not in payment of, the Property Interest subject to obligations and indebtedness of SJWTX under the lien of the applicable Existing Loan Documents or SJWTX Credit Agreement, (iii) cause this Agreement is in no way intended to (and shall not) constitute a novation of any of SJWTX’s obligations and indebtedness which were evidenced by the Existing SJWTX Credit Agreement or any of the other Loan to be refinanced Documents (as defined in the SJWTX Credit Agreement) and (iv) the Administrative Agent shall make such reallocations, sales, assignments or repaid other relevant actions in connection with respect of each Lender’s credit exposure under the Closing; providedExisting SJWTX Credit Agreement as are necessary in order that each such Lender’s SJWTX Revolving Loans hereunder reflects such Lender’s Pro Rata Share of the aggregate SJWTX Revolving Loans on the Effective Date, however, that if the Operating Partnership elects to proceed under clauses and (y) (i) or the SJWC Sublimit under this Agreement shall re-evidence SJWC’s loans under the Existing SJWC Credit Agreement, (ii) of this sentence with respect to an Existing LoanAgreement is entered into, in part, in substitution for, and not in payment of, the Operating Partnership nonethelessobligations and indebtedness of SJWC under the Existing SJWC Credit Agreement, at its sole discretion, may cause such Existing Loan (iii) this Agreement is in no way intended to be refinanced or repaid after the Closing. Contributor acknowledges that, from the date (and shall not) constitute a novation of the initial filing any of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under SJWC’s obligations and indebtedness which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan were evidenced by the Operating Partnership Existing SJWC Credit Agreement or any of its Subsidiaries which the Operating Partnership other Loan Documents (as defined in the SJWC Credit Agreement) and (iv) the Administrative Agent shall make such reallocations, sales, assignments or any other relevant actions in respect of its Subsidiaries intends to assume at each Lender’s credit exposure under the Closing. In addition, Contributor [shall cooperate with the borrower under Existing SJWC Credit Agreement as are necessary in order that each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release SJWC Revolving Loans hereunder reflects such Lender’s Pro Rata Share of Contributor, the Principals and each of their respective Affiliates from any liability in respect of obligations first arising aggregate SJWC Revolving Loans on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”)Effective Date. In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation All Loans made under the Existing Loan Documents of ContributorSJWTX Credit Agreement which are outstanding on the Effective Date shall continue as SJWTX Revolving Loans under (and shall be governed by the terms of) this Agreement, each of and all Loans made under the Principals Existing SJWC Credit Agreement which are outstanding on the Effective Date shall continue as SJWC Revolving Loans under (and each of their respective Affiliatesshall be governed by the terms of) this Agreement.

Existing Loans. (a) The Property is encumbered with certain financing as set forth on Section 3.3(q) of At or prior to the Disclosure Letter (each an “Existing Loan” and collectively the “Existing Loans”). Such notesapplicable Closing, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at Purchaser Parties shall cooperate with the Closing (subject to obtaining any necessary consents from the lender related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid Seller Parties in connection with the Closing; provided, however, that if efforts of the Operating Partnership elects Seller Parties to proceed under clauses (i) or (ii) of this sentence cause each lender with respect to an Existing Loan, the Operating Partnership nonetheless, at its sole discretion, may cause such any Existing Loan that will continue to be refinanced encumber any Property or repaid after the Closing. Contributor acknowledges thatequity interests in an Equity Entity either (x) owned, from directly or indirectly, Equity Entity being acquired, directly or indirectly, by the date of the initial filing of the registration statement on Form S-11 Purchaser Parties at such Closing or (the “Initial Filing Date”y) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender being transferred to the assumption of each Purchaser Parties at such Existing Loan by Closing to release the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals Seller Parties and each of their respective applicable Affiliates from any liability Liability in respect of obligations first arising on or after the applicable Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted by a Seller Party as security or other similar obligations (the each, a “Existing Loan Release”). In , or (ii) in the absence of such release described in clause (i), from and after the applicable Closing and until such time as the applicable Existing Loan Releaseencumbering any Property (or the directly or indirect equity interests in the entity owning such Property) has been refinanced or repaid in full, at or before the Closing, applicable lender with respect thereto has otherwise agreed in writing to release the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Seller Parties and each of their applicable Affiliates from any further Liability arising under such Existing Loan Indemnity Agreement”) with in respect of obligations first arising on or after the applicable Closing Date pursuant to any obligation under the Existing Loan Documents recourse obligations, guarantees, indemnification agreements, letters of Contributorcredit by a Seller Party posted as security or other similar obligations, each an Affiliate of the Principals Purchaser Parties reasonably acceptable to the Seller Parties shall, if applicable, indemnify the Seller Parties and each of their respective Affiliates in respect of any such further Liabilities that have not been so released (collectively, the “Existing Loan Indemnification Obligations”). In connection with obtaining any Required Third Party Consent from a lender under an Existing Loan, in no event will the Purchaser Parties, for themselves or any of their Affiliates, be required to repay any portion of the outstanding principal balance of the Existing Loan, (ii) fund any additional reserves except to the extent specifically required pursuant to the terms of the Existing Loan Documents, (iii) provide any guaranty or indemnity with respect to an Existing Loan other than the replacement of the most recent existing guarantees and indemnities by the Seller Parties in substantially the same form as the most recent existing guarantees and indemnities and only with respect of obligations first arising on or after the applicable Closing Date, and (iv) otherwise amend the Existing Loans to increase the obligations or reduce the rights of the borrower and the guarantors thereunder. From the date hereof until the applicable Closing, without the consent of the Purchaser Parties (which consent may be granted or withheld in the Purchaser Parties sole discretion) make any voluntary prepayment of any Existing Loan.

Existing Loans. (a) The Each Property is encumbered with certain financing as set forth on Section 3.3(q) of the Disclosure Letter Schedule 1.6 (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds of trust and all other documents or instruments evidencing, governing evidencing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender holder of each mortgage or deed of trust related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the applicable Property Interest Interests subject to the lien of the applicable Existing Loan Documents Documents, or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, may cause such Existing Loan to be refinanced or repaid after the Closing. Contributor acknowledges The Contributors acknowledge that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPOPublic Offering, it they shall use its their commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to)facilitate, within ninety sixty (9060) days from the Initial Filing Date, the consent of the Lender Lenders to the Operating Partnership’s assumption of each such those Existing Loan by the Operating Partnership or any of its Subsidiaries Loans which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [at or before the Closing, the Contributors shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause have caused each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before Closing to have released the Closing, to deliver evidence of such Lender’s release of ContributorContributors, the Principals Farallon Contributors and each of their respective Affiliates affiliates (each as applicable) from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In or, in the absence of such Existing Loan Release, at or before the Closingrelease, the Operating Partnership shall enter have entered into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to the Contributors’, the Farallon Contributors’ and each of their respective affiliates’ obligations (as applicable) under the respective Existing Loan Documents. From and after the Closing and until such time as each Existing Loan has been refinanced or repaid in full, or each Lender has otherwise agreed in writing to release the Contributors, the Farallon Contributors and each of their respective affiliates (each as applicable) from any further liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations under the Existing Loan Documents, the Operating Partnership shall, if applicable, indemnify the Contributors, the Farallon Contributors and each of their respective affiliates in respect of any such further liabilities that have not been so released, except to the extent any such liability results from a breach of any obligation relating to the Contributors, the Farallon Contributors or their respective affiliates under the Existing Loan Documents of Contributor(e.g., each an obligation not to make or permit transfers, maintain a certain net worth or liquidity, or deliver financials) or from any act or omission constituting fraud, gross negligence, willful misconduct, bad faith or a default under this Agreement by either of the Principals and each of their respective AffiliatesContributors.

Existing Loans. (a) The Property is encumbered with certain financing as set forth on Section 3.3(q) of Promptly following Parent’s request, the Disclosure Letter (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, Company shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect deliver to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership nonetheless, at its sole discretion, may cause such Existing Loan to be refinanced or repaid after the Closing. Contributor acknowledges that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals and each of their respective Affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation Company Subsidiaries’ lenders under the Existing Loan Documents of Contributor(and any other party whose consent is required under the Existing Loan Documents) (the “Existing Lenders”) a notice prepared by Parent, each in form and substance reasonably approved by the Company, requesting that such Existing Lender deliver to Parent a written statement or documents (the “Assumption Documents”) (i) confirming (A) the amount of the Principals existing Indebtedness under such Existing Loan Document, (B) the date to which interest and each principal has been paid, and (C) the amount of their respective Affiliatesany escrows being held by such Existing Lender under the Existing Loan Documents; and (ii) consenting to (A) the assumption of the existing indebtedness under such Existing Loan and the consummation of the Merger and the other transactions contemplated by this Agreement, and (B) the modifications of the Existing Loan Documents that Parent may reasonably request after the date hereof; provided that the Company shall be informed and consent to any such request or modification; provided, further, that, in the event Parent requests Assumption Documents in accordance with this Section 5.21, (x) the receipt of (or failure to receive) such Assumption Documents from all or any portion of the Existing Lenders shall in no event be a condition to Parent’s and Merger Acquisition’s obligations to consummate the transactions contemplated by this Agreement, including the Merger, or otherwise affect Parent’s and Acquisition Sub’s obligations to pay the amounts to be paid by Parent or the Surviving Entity under Section 2.6 and Section 2.7 of the Agreement and the consummation of the Merger shall not be delayed or postponed as a result of the receipt of (or failure to receive) such Assumption Documents from all or any portion of the Existing Lenders and (y) the Assumption Documents will be effective as of or immediately prior to and conditioned on the occurrence of the Effective Time. Parent shall pay all fees and expenses payable in connection with the Assumption Documents, including premiums for any endorsements to or re-date of the title insurance policy previously issued to the Existing Lenders, servicing fees, rating agency fees, assignment and assumption fees, attorneys’ fees and disbursements and processing fees required to be paid to the Existing Lenders as a condition to issuance of the Assumption Documents (collectively, the “Assumption Expenses”). If applicable, Parent shall, promptly upon request by the Company, reimburse the Company for any reasonable out-of-pocket Assumption Expenses incurred by the Company or any of the Company Subsidiaries under this Section 5.21.

Existing Loans. (a) The Property is encumbered parties’ obligations under this Agreement with certain financing as set forth on Section 3.3(qrespect to any Individual Premises are conditioned upon (i) obtaining the written consent of the holder or holders (collectively, the “Existing Lenders”) of the Disclosure Letter Existing Loans encumbering or relating to such Individual Premises (each an “but not the other Individual Premises) to, and only to, (A) the sale of the applicable Individual Premises to Purchaser pursuant to this Agreement, (B) in the case of Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing such Existing Mortgage Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectivelyassumption by the applicable Subsidiary Owner which acquires fee (or leasehold, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (iapplicable) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender related title to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest subject to the lien Individual Premises of the applicable Existing Mortgage Loan, and (C) in the case of Existing Mezzanine Loans, the substitution of one or more Subsidiaries that are direct and indirect owners of such Subsidiary Owner(s) as the borrowers under the applicable Existing Mezzanine Loan(s) and the assumption of the applicable Existing Mezzanine Loan(s) by such substitute borrowers in connection therewith (collectively, the “Lenders’ Consent”), and (ii) subject to strict compliance by Purchaser with Purchaser’s obligations under this Section 38, the closing of the loan assumption transactions for the applicable Existing Mortgage Loan(s) and Existing Mezzanine Loan(s) described in clauses (B) and (C) above (collectively, the “Loan Documents or Assumptions”). Purchaser shall not request the Existing Lenders’ consent to any matter other than the matters comprising Lenders’ Consent as expressly set forth in this Section 38(a), including, without limitation, to any subordinate indebtedness (iii) cause provided that Purchaser shall have the right to request that the Existing Lenders agree to make appropriate amendments to the documents evidencing and securing the Existing Loan as described on Schedule 38(a) hereto), and the obligations of Seller and Purchaser under this Agreement shall not be subject to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) conditioned upon obtaining any other consent of this sentence with respect to an Existing Loan, the Operating Partnership nonetheless, at its sole discretion, may cause such Existing Loan to be refinanced or repaid after the Closing. Contributor acknowledges that, any kind from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals and each of their respective Affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, each of the Principals and each of their respective AffiliatesLenders.

Existing Loans. (a) The Each Property is encumbered with certain financing as set forth on Section 3.3(q) of the Disclosure Letter Schedule 1.6 (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgagesloan agreements, deeds of trust and all other documents or instruments evidencing, governing evidencing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each The Operating Partnership shall assume the Existing Loan encumbering the real property located in Albuquerque, New Mexico (the “Assumed Loan”), provided that the Operating Partnership shall have obtained any necessary consents from the holder of such mortgage or deed of trust related to such Existing Loan prior to Closing, and as to the other Existing Loans at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining Closing, provided that the Operating Partnership shall have obtained any necessary consents from the lender holder of each mortgage or deed of trust related to such Existing Loan (in each case case, a “Lender” and and, collectively with the lender under the Assumed Loan, the “Lenders”) prior to Closing), (ii) take title to and consummate the Property Interest Formation Transactions subject to the lien of the applicable Existing Loan Documents or (iiiii) otherwise cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that in the case of the Assumed Loan or if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, may thereafter cause such Existing Loan to be refinanced or repaid after the Closing. From and after the Effective Date, the Contributor acknowledges that, from and the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it Operating Partnership shall each use its commercially reasonable efforts to facilitate (orto, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgagedconfidentially or otherwise, cooperate with the borrower under each Existing Loan to)facilitate, within ninety sixty (9060) days from the Initial Filing Effective Date, the consent of the Lender Lenders to the Operating Partnership’s assumption of each such Existing the Assumed Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends elects to assume at the Closing, and all other Approvals (as hereinafter defined). The Contributor hereby agrees to use commercially reasonable efforts along with the Operating Partnership in seeking to obtain approval of the assumption of the Assumed Loan and any Existing Loan which the Operating Partnership elects to assume or take subject in beginning the process for any refinancing or a payoff of an Existing Loan (such as, without limitation, requesting a payoff statement from the holder(s) of such Existing Loan), as applicable; provided, however, that the Contributor shall not be obligated to at the Closingincur any out-of-pocket costs or other material costs in performing such obligations. In addition, at or before the Closing, the Operating Partnership and the Contributor shall have caused, as a condition to deliver evidence the right of such Lender’s release of Contributorthe Operating Partnership to assume an Existing Loan, the Principals Lender related to such Existing Loan which the Operating Partnership intends to assume in connection with the Closing to have released the Contributor and each of their respective Affiliates its affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, each of the Principals and each of their respective Affiliatesobligations.

Existing Loans. (a) The Each Property is encumbered with certain financing as set forth on Section 3.3(q) of the Disclosure Letter Schedule 1.6 (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds deed of trust trusts and all other documents or instruments evidencing, governing evidencing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender holder of each mortgage or deed of trust related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the applicable Property Interest Interests subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, may cause such Existing Loan to be refinanced or repaid after the Closing. The Contributor acknowledges that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPOPublic Offering, it the Contributor shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to)facilitate, within ninety sixty (9060) days from the Initial Filing Date, the consent of the Lender Lenders to the Operating Partnership’s assumption of each such those Existing Loan by the Operating Partnership or any of its Subsidiaries Loans which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, at or before the Closing, the Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause have caused each Lender related to those Existing Loans which the Operating Partnership intends to assume in connection with the Closing to have released the Contributor and its affiliates from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or take subject to at other similar obligations or, in the Closing, at or before the Closing, to deliver evidence absence of such Lender’s release of Contributorrelease, the Principals Operating Partnership shall have entered into an indemnification agreement with respect to the Contributor and its affiliates’ obligations under the respective Existing Loan Documents. From and after the Closing and until such time as each of their respective Affiliates Existing Loan has been refinanced or repaid in full, or each Lender has otherwise agreed in writing to release the Contributor and its affiliates from any further liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (under the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the ClosingDocuments, the Operating Partnership shall enter into an indemnification agreement shall, if applicable, indemnify the Contributor and its affiliates in substantially respect of any such further liabilities that have not been so released, except to the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to extent any such liability results from a breach of any obligation relating to the Contributor or an affiliate thereof under the Existing Loan Documents of (e.g., an obligation not to make or permit transfers, maintain a certain net worth or liquidity, or deliver financials) or from any act or omission constituting fraud, gross negligence, willful misconduct, bad faith or a default under this Agreement by the Contributor, each of the Principals and each of their respective Affiliates.

Existing Loans. (a) The Property is encumbered with certain financing as set forth on Section 3.3(q) of the Disclosure Letter (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership nonetheless, at its sole discretion, may cause such Existing Loan to be refinanced or repaid after the Closing. Contributor acknowledges that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals and each of their respective Affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, each of the Principals and each of their respective Affiliates.

Existing Loans. (a) The Property is encumbered with certain financing as set forth on Section 3.3(q) of At or prior to the Disclosure Letter (each an “Existing Loan” and collectively the “Existing Loans”). Such notesapplicable Closing, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at Purchaser Parties shall cooperate with the Closing (subject to obtaining any necessary consents from the lender related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid Seller Parties in connection with the Closing; provided, however, that if efforts of the Operating Partnership elects Seller Parties to proceed under clauses (i) or (ii) of this sentence cause each lender with respect to an Existing Loan, the Operating Partnership nonetheless, at its sole discretion, may cause such any Existing Loan that will continue to be refinanced encumber any Property or repaid after the Closing. Contributor acknowledges thatequity interests in an Equity Entity either (x) owned, from directly or indirectly, Equity Entity being acquired, directly or indirectly, by the date of the initial filing of the registration statement on Form S-11 Purchaser Parties at such Closing or (the “Initial Filing Date”y) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender being transferred to the assumption of each Purchaser Parties at such Existing Loan by Closing to release the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals Seller Parties and each of their respective applicable Affiliates from any liability Liability in respect of obligations first arising on or after the applicable Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted by a Seller Party as security or other similar obligations (the “each, a "Existing Loan Release”"). In , or (ii) in the absence of such release described in clause (i), from and after the applicable Closing and until such time as the applicable Existing Loan Releaseencumbering any Property (or the directly or indirect equity interests in the entity owning such Property) has been refinanced or repaid in full, at or before the Closing, applicable lender with respect thereto has otherwise agreed in writing to release the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Seller Parties and each of their applicable Affiliates from any further Liability arising under such Existing Loan Indemnity Agreement”) with in respect of obligations first arising on or after the applicable Closing Date pursuant to any obligation under the Existing Loan Documents recourse obligations, guarantees, indemnification agreements, letters of Contributorcredit by a Seller Party posted as security or other similar obligations, each an Affiliate of the Principals Purchaser Parties reasonably acceptable to the Seller Parties shall, if applicable, indemnify the Seller Parties and each of their respective Affiliates in respect of any such further Liabilities that have not been so released (collectively, the "Existing Loan Indemnification Obligations"). In connection with obtaining any Required Third Party Consent from a lender under an Existing Loan, in no event will the Purchaser Parties, for themselves or any of their Affiliates, be required to repay any portion of the outstanding principal balance of the Existing Loan, (ii) fund any additional reserves except to the extent specifically required pursuant to the terms of the Existing Loan Documents, (iii) provide any guaranty or indemnity with respect to an Existing Loan other than the replacement of the most recent existing guarantees and indemnities by the Seller Parties in substantially the same form as the most recent existing guarantees and indemnities and only with respect of obligations first arising on or after the -- \\DC - 088650/000238 - 6521921 v16 applicable Closing Date, and (iv) otherwise amend the Existing Loans to increase the obligations or reduce the rights of the borrower and the guarantors thereunder. From the date hereof until the applicable Closing, without the consent of the Purchaser Parties (which consent may be granted or withheld in the Purchaser Parties sole discretion) make any voluntary prepayment of any Existing Loan.

Existing Loans. (a) The Property is encumbered with certain financing as set forth on Section 3.3(q) of the Disclosure Letter (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each Existing Loan, the Operating Partnership at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining any necessary consents from the lender related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership nonetheless, at its sole discretion, may cause such Existing Loan to be refinanced or repaid after the Closing. Contributor acknowledges that, from the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, the Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals and each of their respective Affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, each of the Principals and each of their respective Affiliates.

Existing Loans. (a) The Each Property is encumbered with certain financing as set forth on Section 3.3(q) of the Disclosure Letter Schedule 1.6 (each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgagesloan agreements, deeds of trust and all other documents or instruments evidencing, governing evidencing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes of this Agreement. With respect to each The Operating Partnership shall assume the Existing Loans encumbering the real properties located in Charleston, South Carolina and Jacksonville, Florida (together, the “Assumed Loan”), provided that the Operating Partnership shall have obtained any necessary consents from the holder of such mortgage or deed of trust related to such Existing Loans prior to Closing, and as to the other Existing Loans at its election shall either (i) assume the Existing Loan at the Closing (subject to obtaining Closing, provided that the Operating Partnership shall have obtained any necessary consents from the lender holder of each mortgage or deed of trust related to such Existing Loan (in each case case, a “Lender” and and, collectively with the lenders under the Assumed Loan, the “Lenders”) prior to Closing), (ii) take title to and consummate the Property Interest Formation Transactions subject to the lien of the applicable Existing Loan Documents or (iiiii) otherwise cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that in the case of the Assumed Loan or if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loan, the Operating Partnership may nonetheless, at its sole discretion, may thereafter cause such Existing Loan to be refinanced or repaid after the Closing. From and after the Effective Date, the Contributor acknowledges that, from and the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it Operating Partnership shall each use its commercially reasonable efforts to facilitate (orto, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgagedconfidentially or otherwise, cooperate with the borrower under each Existing Loan to)facilitate, within ninety sixty (9060) days from the Initial Filing Effective Date, the consent of the Lender Lenders to the Operating Partnership’s assumption of each such Existing the Assumed Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends elects to assume at the Closing, and all other Approvals (as hereinafter defined). The Contributor hereby agrees to use commercially reasonable efforts along with the Operating Partnership in seeking to obtain approval of the assumption of the Assumed Loan and any Existing Loan which the Operating Partnership elects to assume or take subject in beginning the process for any refinancing or a payoff of an Existing Loan (such as, without limitation, requesting a payoff statement from the holder(s) of such Existing Loan), as applicable; provided, however, that the Contributor shall not be obligated to at the Closingincur any out-of-pocket costs or other material costs in performing such obligations. In addition, at or before the Closing, the Operating Partnership and the Contributor shall have caused, as a condition to deliver evidence the right of such Lender’s release of Contributorthe Operating Partnership to assume an Existing Loan, the Principals Lender related to such Existing Loan which the Operating Partnership intends to assume in connection with the Closing to have released the Contributor and each of their respective Affiliates its affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, each of the Principals and each of their respective Affiliatesobligations.

Existing Loans. (a) The Property is encumbered with Contributors have obtained certain financing encumbering each Property from (i) Greenwich Capital Financial Products, Inc., as set forth on Section 3.3(qevidenced by those certain secured promissory notes in the aggregate original principal amount of $52,000,000 (the “Greenwich Loan”), and (ii) Bank of the Disclosure Letter West, as evidenced by that certain secured promissory note in the aggregate original principal amount of $25,000,000 (the “BoW Loan” and together with the Greenwich Loan, the “Existing Loans” and each an “Existing Loan” and collectively the “Existing Loans”). Such notes, mortgages, deeds deed of trust trusts and all other documents or instruments evidencing, governing evidencing or securing such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments of the foregoing, shall be referred to, collectively, as the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted EncumbranceLien” for purposes of this Agreement. With respect to each Existing Loan, the The Operating Partnership at its election shall either (i) assume the applicable Existing Loan at the Closing (subject to obtaining any necessary consents from the lender holder of each mortgage or deed of trust related to such the Existing Loan Loans (in each case a “Lender” and collectively the “Lenders”) prior to Closing), (ii) take title to the Property Interest subject to the lien of the applicable Existing Loan Documents or (iii) cause the Existing Loan Loans to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to an Existing Loansentence, the Operating Partnership may nonetheless, at its sole discretion, may cause such the Existing Loan Loans to be refinanced or repaid after the Closing. Contributor acknowledges that, from From the date of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPOPublic Offering, it the Contributors shall use its their commercially reasonable efforts to facilitate obtain within thirty (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (9030) days from the Initial Filing Date, Date the consent of the Lender Lenders to the assumption of each such the Existing Loan Loans by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, each Lender related to deliver evidence of such Lender’s release of Contributor, the Principals Existing Loans shall have released the Contributors and each of all their respective Affiliates affiliates from any liability in respect of obligations first arising on or after the Closing Date pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations (the “Existing Loan Release”). In or, in the absence of such Existing Loan Release, at or before the Closingrelease, the Operating Partnership shall enter have entered into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation the Contributors’ and their respective affiliates’ obligations under the respective Existing Loan Documents of Contributor, each of the Principals and each of their respective AffiliatesDocuments.

Existing Loans. (a) The Property is encumbered with certain financing as set forth on Section 3.3(q) On the Execution Date, the aggregate balance of the Disclosure Letter loans outstanding under the Second Amended and Restated Credit Agreement is $37,000,000 (each an “Existing Loan” and collectively the “"Existing Loans”"). Such notesAll Existing Loans shall be deemed to be funded under this Agreement as of the Effective Date and shall constitute Loans hereunder for all purposes, mortgages, deeds of trust and all other documents or instruments evidencing, governing or securing no notice requesting a borrowing thereof shall be required hereunder. All fees accrued on such Existing Loans, including any financing statements, and any amendments, consolidations, restatements, modifications and assignments Loans prior to the Effective Date shall be for the benefit of the foregoing, administrative agent and the lenders pursuant to the terms of the Second Amended and Restated Credit Agreement. All fees accrued and accruing on such Existing Loans on and after the Effective Date shall be referred to, collectively, as for the “Existing Loan Documents.” Each Existing Loan shall be considered a “Permitted Encumbrance” for purposes benefit of the Lenders pursuant to the terms of this Agreement.. THE ADMINISTRATIVE AGENT Appointment; Nature of Relationship. With respect XX Xxxxxx Chase Bank, N.A. is hereby appointed by each of the Lenders and the LC Issuers as its contractual representative (herein referred to as the "Administrative Agent") hereunder and under each Existing Loanother Loan Document, and each of the Lenders and each of the LC Issuers irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender and such LC Issuer with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender or any LC Issuer by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders and the LC Issuers with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' and LC Issuers' contractual representative, the Operating Partnership at its election shall either Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Existing Loan at Lenders or any of the Closing (subject to obtaining any necessary consents from the lender related to such Existing Loan (in each case a “Lender” and collectively the “Lenders”) prior to Closing)LC Issuers, (ii) take title to the Property Interest subject to the lien is a "representative" of the applicable Existing Loan Documents or Lenders and the LC Issuers within the meaning of the term "secured party" as defined in the Illinois Uniform Commercial Code and (iii) cause the Existing Loan to be refinanced or repaid in connection with the Closing; provided, however, that if the Operating Partnership elects to proceed under clauses (i) or (ii) of this sentence with respect to is acting as an Existing Loanindependent contractor, the Operating Partnership nonetheless, at its sole discretion, may cause such Existing rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan to be refinanced or repaid after the ClosingDocuments. Contributor acknowledges that, from the date Each of the initial filing of the registration statement on Form S-11 (the “Initial Filing Date”) in connection with the IPO, it shall use its commercially reasonable efforts to facilitate (or, in the case that Contributor is not the borrower under such Existing Loan under which the Property is mortgaged, cooperate with the borrower under each Existing Loan to), within ninety (90) days from the Initial Filing Date, the consent of the Lender to the assumption of each such Existing Loan by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing. In addition, Contributor [shall cooperate with the borrower under each Existing Loan to] and the Operating Partnership shall use commercially reasonable efforts to cause each Lender related to those Existing Loans which the Operating Partnership intends to assume or take subject to at the Closing, at or before the Closing, to deliver evidence of such Lender’s release of Contributor, the Principals Lenders and each of their respective Affiliates from the LC Issuers hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability in respect for breach of obligations first arising on or after the Closing Date pursuant to any recourse obligationsfiduciary duty, guarantees, indemnification agreements, letters all of credit posted as security or other similar obligations (the “Existing Loan Release”). In the absence of such Existing Loan Release, at or before the Closing, the Operating Partnership shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit C (the “Existing Loan Indemnity Agreement”) with respect to any obligation under the Existing Loan Documents of Contributor, which claims each of the Principals Lender and each of their respective AffiliatesLC Issuer hereby waives.