Common use of Assignment and Assumption of Leases Clause in Contracts

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ▇▇▇▇ Grand Reserve, LLC, a Delaware limited liability company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC], a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee"), its legal representatives, successors and assigns all of Assignor's right, title and interest in, to and under (a) the leases with the tenants referred to on Exhibit A attached hereto and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “Agreement”). Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Leases arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed in counterparts, and as so executed shall constitute one and the same agreement.

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION This Assignment and Assumption of Leases (this “Assignment”) is made as of the sum day of Ten Dollars ($10.00) , 2006, by and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ▇▇▇▇ Grand Reservebetween MIDDLETON INVESTORS, LLC, a Delaware Massachusetts limited liability company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLCan address of c/o BPG Properties, Ltd., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC], a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇(“Assignor”) and HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company, having an address of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("“Assignee"”). In consideration of Ten Dollars ($10.00) and other good and valuable consideration, its legal representativesthe receipt and sufficiency of which are hereby acknowledged, successors the Assignor hereby transfers and assigns to the Assignee all of the Assignor's ’s right, title and interest inin and to those certain leases described on Schedule I annexed hereto and incorporated herein by this reference (the “Leases”) for the use and occupancy of the building commonly known and numbered as ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ County (South), Massachusetts, described on Schedule II annexed hereto and incorporated herein by this reference (the “Premises”), and all of the rights, benefits and privileges thereunder, including without limitation any modifications, extensions and renewals thereof, and in the rents, charges, fees, and payments in lieu of rents, charges or fees therefrom, and in any and all other rents, income, and profits derived by Assignor from said Premises, including without limitation claims with respect to and under (a) the leases with past due rents or other claims against the tenants referred to on Exhibit A attached hereto and made a part hereof under the Leases (the "“Tenants”), together with any security deposits, advance rentals, reservation deposits and cleaning deposits set forth in said Schedule I (collectively, the “Deposits”), and all guarantees, if any, of the Leases") affecting . The Assignee hereby accepts the real estate legally described in assignment of the Agreement (as hereinafter defined) Leases and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") hereby assumes and (b) the rent therein referred except, however, that portion of said rent attributable agrees to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale be bound by and between Assignor to perform, from and Assignee dated as of ______after the date hereof, 2015; the “Agreement”). Assignee does hereby accept the foregoing Assignment Assignor’s obligations, covenants and Assumption of Leases subject to the terms and conditions herein and in agreements under the Leases, and does hereby assume, without exculpation, as Assignee further assumes all liability of Assignor from and after the date hereof for the proper refund or return of the date hereofDeposits if, when, and become responsible for as required by the terms of the Leases or otherwise by law. Assignor shall defend with counsel reasonably approved by Assignee, indemnify and agree hold harmless Assignee from and against any liability, damages, causes of action, expenses, and attorneys’ fees incurred by Assignee by reason of the failure of Assignor to fulfill, perform, discharge, fulfill and observe all its obligations with respect to the Leases, and the Deposits accruing or arising before the Closing Date. Assignee shall defend with counsel reasonably approved by Assignor, indemnify and hold harmless Assignor from and against any liability, damages, causes of action, expenses, and attorneys’ fees incurred by Assignor by reason of the obligationsfailure of Assignee to fulfill, termsperform, covenantsdischarge, provisions and conditions observe the obligations assumed by it under this instrument with respect to the Leases and the Deposits arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee the parties hereto and their respective beneficiaries, legal representatives, heirs, successors and assignsassigns and shall be governed by the laws of the Commonwealth of Massachusetts. This Assignment and Assumption of Leases may be is executed in multiple counterparts, and as so executed each of which shall constitute one and the same agreementan original for all purposes.

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable considerationVALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, ▇▇▇▇ Grand Reserveeffective as of the Closing Date (as hereinafter defined), LLC________________, a Delaware limited liability company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 __________________ ("Assignor"), does hereby sellsassign, transferssell, assigns transfer, set over and sets over unto [To be formed DE LLC], a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ deliver to ___________ ("Assignee"), its legal representatives, successors and assigns all of Assignor's its right, title and interest in, in and to and under (a) the leases with the tenants referred to and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the "Leases"), together with all guaranties of the Leases and all unapplied security deposits, letters of credit, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued for the account of the respective tenant).. The Leases affect the real property described on Exhibit B attached hereto and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Real Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “Agreement”). Assignee does hereby accept accepts the foregoing Assignment assignment and Assumption of Leases subject assumes and agrees to the terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill perform and observe all of the obligations, terms, covenants, provisions terms and conditions to be performed or observed by the landlord under the Leases arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, and Assignee agrees shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be liable for performed or observed by the observance and performance thereof as fully as though Assignee was landlord thereunder arising at any time prior to the original Closing Date or rights accruing to landlord or lessor thereunderprior to the Closing Date. Assignee Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless Assignor, its legal representatives, successors and assigns from any and all lossesclaims, liabilities, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors penalties and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all lossesloss, damagescost, expenses, fees or expense (including, without limitation, reasonable attorneys' fees), fees and costs and court costs) incurred by Assignee incident to, suitsresulting from, judgments, liability, claims and demands whatsoever in law or in equityany way arising out of any failure by Assignor to perform and observe the obligations, incurred or suffered covenants, terms and conditions retained by AssigneeAssignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its legal representativessuccessors, successors assigns, affiliates, directors, officers, employees and assigns or partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (including, without limitation, reasonable attorneys' fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the Leases as other and all such other parties harmless, and to events occurring prior bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee shall, at any time and their respective beneficiariesfrom time to time, legal representativesupon the reasonable request of the other, heirsexecute, successors acknowledge and assigns. This Assignment deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and Assumption of Leases may be executed in counterpartsassurances, and take all such further actions, as so executed shall constitute one be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the same agreementpossession of Assignee any and all of the interests and assets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and For valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, ▇▇▇▇ Grand ReserveDNA WESTWAY II, LLCLTD., a Delaware Texas limited liability companypartnership (the “Assignor”), having its principal office c/▇ ▇▇hereby conveys, assigns, delegates and otherwise transfers to ▇▇▇▇▇ Capital Management CORE OFFICE INCOME REIT ADVISORY SERVICES, LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 a Georgia limited liability company ("Assignor"the “Assignee”), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC], a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee"), its legal representatives, successors and assigns all of Assignor's ’s right, title and interest in, in and to and under (a) the leases with more fully described on Exhibit B attached hereto (the tenants referred “Leases”) and made a part hereof, relating to the property known as the Westway II Building in Houston, Texas and more particularly described on Exhibit A attached hereto hereto, and made a part Assignor hereby assigns, conveys and otherwise transfers to Assignee all of Assignor’s obligations, liabilities and duties of the Assignor under the Leases, whether accrued, contingent, absolute, determined, determinable or otherwise, to the extent, and only to the extent, such obligations, liabilities and duties are allocable to the period on or after the date hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “AgreementAssumed Lease Obligations”). Assignee does Assignee, on behalf of itself and its successors and assigns, hereby accept the foregoing Assignment assumes and Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe accepts all of the obligations, terms, covenants, and provisions and conditions under of the Leases arising from and after the Closing Dateassumes, undertakes and Assignee agrees to be bound and liable for and to perform all of the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunderAssumed Lease Obligations. Assignee Assignor hereby agrees to protect, defend, indemnify Assignee against and hold Assignee harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgmentscost, liability, claims and demands whatsoever in law loss, damage or in equityexpense, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' ’ fees), court costs, suits, judgmentsoriginating or relating to the period prior to the date hereof and arising out of the Assignor’s obligations under such leases. Assignee hereby agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, liability, claims loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period on or after the date hereof and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing DateAssignee’s obligations under such leases. Notwithstanding anything to the contrary contained in this Assignment and Assumption of LeasesTHE SALES, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. TRANSFERS AND ASSIGNMENTS PROVIDED FOR HEREIN ARE EXPRESSLY SUBJECT, IN ALL RESPECTS, TO THE TERMS AND PROVISIONS OF THAT CERTAIN PURCHASE AND SALE AGREEMENT DATED , 2011, BY AND BETWEEN ASSIGNOR AND ASSIGNEE, WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases Agreement may be executed and delivered in any number of counterparts, and as each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same agreementinstrument.

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable considerationKingston Bedford Joint Venture LLC, the receipt and sufficiency of which are hereby acknowledged, with an address ▇/▇ ▇▇▇ Grand Reserve, LLC, a Delaware limited liability company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC], a Delaware limited liability companyState Street Financial Center, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee"“Assignor”), its legal representativesfor valuable consideration received, successors and hereby assigns to , a having an office at (“Assignee”) all of Assignor's ’s right, title title, interest and interest inobligations as owner of certain real property and improvements known as , to and under (a) the leases with the tenants referred to which real property is more fully described on Exhibit A A, attached hereto and made a part hereof incorporated herein by this reference (the "Leases") “Property”), under each lease and tenancy affecting the real estate legally described in the Agreement Property (as hereinafter defined) individually, a “Tenant Lease”, and commonly known as the Grand Reserve Apartmentscollectively, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “AgreementTenant Leases”). Assignee does hereby accept the foregoing , which Tenant Leases are identified and described on Schedule I, attached to this Assignment and Assumption incorporated herein by this reference, together with all right, power, and authority of Leases subject Assignor to alter, modify, or otherwise change the terms of the Tenant Leases and conditions herein and in the Leasesto surrender, cancel, and does hereby assume, without exculpation, as terminate the Tenant Leases or any of the date hereofthem, and become responsible for together with all rents, income, and agree to perform, discharge, fulfill and observe all of profits arising from the obligations, terms, covenants, provisions and conditions under the Leases arising Tenant Lease from and after the Closing Datedate of this Assignment, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all lossesrenewals of the Tenant Leases, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, any security and damage deposits described therein. Assignee hereby accepts the foregoing assignment, assumes all of Assignor’s right, title, interest and obligations under the Tenant Leases, and agrees to indemnify and hold harmless Assignor from and against any and all loss, cost, damage and expense (including reasonable attorneys' ’ fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them ) arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the AgreementTenant Leases from and after the date hereof. This Assignment shall benefit and Assumption of Leases shall be binding upon and shall inure to the benefit of bind Assignor and Assignee and their respective beneficiariesthe heirs, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed in counterpartssuccessors, and as so executed shall constitute one and the same agreementassigns of each of them.

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and For valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, ▇▇▇▇ Grand ReserveCherokee North Kansas City, LLC, a Delaware limited liability company, having its principal office c/an address of _______________________________________ (“Assignor”), hereby assigns, transfers and delegates to Northtown Business Center, L.L.C., a Missouri limited liability company, having an address of __________________________ (“Assignee”), and Assignee hereby accepts the assignment, transfer and delegation of, all of Assignor’s right, title and interest in and to, the leases described on Exhibit A attached hereto (the “Leases”) and the unapplied non-cash security deposits held by Assignor under and pursuant to the Leases, all of which are listed on Exhibit A attached hereto (the “Security Deposit”), all of which Leases and Security Deposits relate to the property known as 1▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC], a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee"), its legal representatives, successors and assigns Assignee does further hereby agree to assume all of Assignor's right’s duties, title obligations and interest inliabilities under and pursuant to the terms of the Leases from and after the date hereof. Assignee acknowledges that as to the Security Deposits, Assignee has received a credit therefor from Assignor at the closing of Assignee’s acquisition of the Property and is therefor responsible for the proper handling and return of all such Security Deposits to and under (a) the leases with the tenants referred to on Exhibit A attached hereto and made a part hereof (the "Leases") affecting the real estate legally described entitled thereto as provided in the Agreement (as hereinafter defined) Leases. Assignee hereby assumes and commonly known as agrees to perform, on and after the Grand Reserve Apartmentsdate hereof, Napervilleall of the terms, DuPage Countycovenants, Illinois (obligations and conditions required to be performed by landlord under the "Property") Leases, provided, however that Assignor shall remain responsible for the performance of all of the terms, covenants, obligations and (b) conditions required to be performed by landlord under the rent therein referred except, however, that portion of said rent attributable to periods of time Leases for the period prior to the Closing Date (as defined date hereof. Assignor, by these presents, does, for itself and for its successors and assigns, hereby indemnify and hold harmless Assignee, and its successors and assigns, from and against all and every manner of action and actions, cause or causes of action, suits, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, trespasses, damages, judgments, costs, expenses, attorneys' fees, penalties, fines, settlements, claims, orders and demands whatsoever, of every nature and description, whether at law or in that certain Agreement equity, arising from or in any way pertaining to the obligations of Purchase landlord under the Leases prior to the date hereof. Assignee, by these presents, does, for itself and Sale by for its successors and assigns, hereby indemnify and hold harmless Assignor, and its successors and assigns, from and against all and every manner of action and actions, cause or causes of action, suits, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, trespasses, damages, judgments, costs, expenses, attorneys' fees, penalties, fines, settlements, claims, orders and demands whatsoever, of every nature and description, whether at law or in equity, arising from or in any way pertaining to the obligations of landlord under the Leases following the date hereof. If any litigation between Assignor and Assignee dated arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation, including without limitation reasonable attorney’s fees. This Agreement may be executed and delivered in any number counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Nothing in this Assignment and Assumption of Leases is intended to, or shall be construed to, confer upon or given to any person, firm or corporation other than the parties hereto any right, remedy or claim under or by reason of this instrument. All terms and conditions in this instrument shall be for the sole and exclusive benefit of the parties hereto. EXECUTED as of the _____ day of __________________, 2015; the “Agreement”)____. Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the LeasesCherokee North Kansas City, and does hereby assumeLLC, without exculpationa Delaware limited liability company By: _____________________________ Name: Title: Northtown Business Center, as of the date hereofL.L.C., and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Leases arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any a Missouri limited liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed in counterparts, and as so executed shall constitute one and the same agreement.company By: _____________________________ Name: Title:

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 1▇▇▇▇ Grand Reserve, LLC, a Delaware limited liability company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC], a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTORS LP, a Delaware limited partnership ("Assignee"the “Assignor”), its legal representativeshereby assigns, successors transfers and assigns delegates to ____________________________, a ____________________________ (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of Assignor's ’s right, title and interest ininterest, except for Assignor’s right to collect delinquent rent, in and to the Landlord’s rights and obligations under (a) the leases with and the tenants referred security deposits relating to the property known as Commerce Plaza Hillcrest and more particularly described on Exhibit A attached hereto. The leases and security deposits (“Leases”) are listed on Exhibit B attached hereto. By accepting this Assignment and Assumption of Leases (this “Assignment”) and by its execution hereof, Assignee assumes the payment and performance of, and agrees to pay, perform and discharge, all the debts, duties and obligations to be paid, performed or discharged from and after the date hereof, by the “landlord” or the “lessor” under the terms, covenants and conditions of the Leases, including, without limitation, brokerage commissions and compliance with the terms of the Leases and applicable laws relating to tenant improvements and security deposits. Subject to the limitation on liability in Section 11.16 of that certain Purchase and Sale and Escrow Agreement dated March 12, 2015 between Assignor and Assignee, which shall apply to and expressly limit Assignor’s indemnification obligations hereunder, for a period of six (6) months from the date hereof (“Survival Period”), Assignor shall indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees and arising out of the Assignor’s failure to perform its obligations under the Leases to the extent arising before the date hereof (except for obligations relating to the physical or environmental condition of the Property which have been assumed by Assignee). Assignee shall give written notice to Assignor of any claims for indemnification hereunder within the Survival Period, and, if such notice is not given to Assignor by Assignee within the Survival Period, Assignee’s right to seek indemnification hereunder with respect to any such claims shall be of no further force and effect. Assignee shall indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period on or after the date hereof and arising out of the Assignee’s obligations under such Leases. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. DAL:0590722/00075:2361764v4 This Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. This Assignment is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C (the “Permitted Exceptions”), attached hereto and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “Agreement”)for all purposes. Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Leases arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed in counterparts, and as so executed shall constitute one and the same agreement.DAL:0590722/00075:2361764v4

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum KNOW ALL MEN that CRP II - ▇▇▇▇▇ PLACE LLC, a Delaware limited liability company (“Assignor”), in consideration of Ten Dollars ($10.00) Dollars and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ▇▇▇▇ Grand Reserve, LLCreceived from , a Delaware limited liability company(“Assignee”), having does hereby assign, transfer and deliver unto Assignee, all of its principal office c/▇ ▇▇right, title and interest in and to the leases, together with all security deposits presently held by Assignor in connection therewith (collectively, the “Leases”) affecting the premises known as VILLAGE AT ▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over PLACE more particularly described on Schedule A annexed hereto. TO HAVE AND TO HOLD the same unto [To be formed DE LLC], a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee"), its legal representatives, successors and assigns all of Assignor's rightassigns, title forever, from and interest inafter the date hereof, subject to the terms, covenants, conditions and under (a) the leases with the tenants referred to on Exhibit A attached hereto provisions hereof and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “Agreement”)Leases. AND Assignee does hereby accept acknowledge receipt of said Leases (including the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the Leasessecurity deposits) so delivered, and does hereby assume(a) accept the within assignment, without exculpation(b) assume the performance of all of the terms, as covenants and conditions of the said Leases on the part of the lessor/Assignor thereunder which are to be performed or arise from and after the date hereof, and become responsible for (c) indemnify, defend and agree to perform, discharge, fulfill hold Assignor free and observe all of the obligations, terms, covenants, provisions and conditions under the Leases arising harmless from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from against any and all losses, damagescosts, expenses, fees claims, losses or damages, liabilities and judgments (including without limitation reasonable attorneys' fees)’ fees and disbursements) which Assignor may suffer as a direct result of any default on the part of Assignee to perform said terms, court costs, suits, judgments, liability, claims covenants and demands whatsoever in law conditions of the Leases or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior way relating to the Closing Datesecurity deposits. Notwithstanding anything This assignment is made without warranty or representation by the Assignor and without recourse to the contrary contained Assignor in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreementmanner whatsoever. This Assignment assignment and Assumption of Leases shall be binding upon and assumption agreement shall inure to the benefit of Assignee and Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assignsassigns and shall be governed by the laws of the State of Georgia. This Assignment assignment and Assumption assumption agreement may not be modified, altered or amended, or its terms waived, except by an instrument in writing signed by the parties hereto. None of Leases may the provisions of this instrument are intended to be, nor shall they be executed in counterpartsconstrued to be, and as so executed shall constitute one and for the same agreementbenefit of any third party.

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, to it in hand paid, the receipt and sufficiency of which are hereby acknowledged, ▇▇▇▇ Grand Reserveand intending to be legally bound hereby, LENOX VILLAGE PROPERTIES, LLC, a Delaware Tennessee limited liability company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LENOX VILLAGE LIFESTYLE CENTER, LLC, ▇▇▇ ▇a Tennessee limited liability company, and LENOX VILLAGE LIFESTYLE CENTER III, LLC, a Tennessee limited liability company (collectively referred to as herein as “Assignor”), hereby sells, assigns, and transfers to ______________________________, a _________________ (“Assignee”), having an address of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC], a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee"), its legal representatives, successors and assigns all of Assignor's ’s right, title and interest inin and to those certain leases described in Schedule B attached hereto and incorporated herein by reference (including, without limitation, the Tenant Deposits listed therein, together with interest, if any, thereon which has accrued for the account of the tenant, less any administrative fees incurred prior to and under the execution of this agreement) relating to the property (athe “Property”) the leases with the tenants referred to on Exhibit described in Schedule A attached hereto and made incorporated herein by reference. Assignee hereby accepts, assumes, and agrees to all of the covenants, agreements, promises, terms, conditions and provisions contained in each of the leases hereby assigned to be observed, kept, performed or complied with by Assignor, but only to the extent arising on or after the date hereof. Assignee hereby agrees to hold Assignor harmless from any claim, demand, or cause of action which may be asserted against Assignor by any person arising from a part hereof (breach, violation, or failure to perform any provision of any of the "Leases") affecting leases hereby assigned which is alleged to have occurred on or subsequent to the real estate legally described in date of this Assignment. Assignor hereby agrees to hold Assignee harmless from any claim, demand, or cause of action which may be asserted against Assignee by any person arising from a breach, violation, or failure to perform any provision of any of the Agreement (as hereinafter defined) and commonly known as leases hereby assigned arising out of or relating to Assignor’s failure to perform any of its obligations under the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time leases accruing on or prior to the Closing Date (as defined date of this Assignment. This Assignment and Assumption may be executed in that certain Agreement any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same agreement. This Assignment and Assumption is being delivered in connection with the Purchase and Sale by and between Assignor and Assignee Agreement dated as of ________ ____, 2015; the “Agreement”). Assignee does hereby accept the foregoing Assignment , between Assignor and Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, without exculpationAssignee, as the successor-in-interest to Preferred Apartment Communities Operating Partnership, L.P. . [SIGNATURES COMMENCE ON FOLLOWING PAGE] WITNESS the due execution hereof this ____ day of the date hereof_________________ 2015. ASSIGNOR: LENOX VILLAGE PROPERTIES, and become responsible for and agree to performLLC, dischargea Tennessee limited liability company By: ______________________________Name:____________________________Title: _____________________________ LENOX VILLAGE LIFESTYLE CENTER, fulfill and observe all of the obligationsLLC, termsa Tennessee limited liability company By: ______________________________Name:____________________________Title: _____________________________ LENOX VILLAGE LIFESTYLE CENTER III, covenantsLLC, provisions and conditions under the Leases arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any a Tennessee limited liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed in counterparts, and as so executed shall constitute one and the same agreement.company By: ______________________________Name:____________________________Title: _____________________________ [SIGNATURES CONTINUE ON FOLLOWING PAGE] ASSIGNEE:

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and For valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, MG-1005, LLC, a Colorado limited liability company (the "Assignor"), hereby sells, transfers, conveys assigns and sets over to FSP ▇▇▇▇ Grand Reserve, LLC, a Delaware limited liability company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC]LLC , a Delaware limited liability companycompany (the "Assignee"), and Assignee hereby agrees to assume and accept, as of the date hereof, the assignment and conveyance of all of Assignor's right, title and interest in and to and obligations under the leases and the security deposits held by Assignor relating to the property known as ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee"), its legal representatives, successors and assigns all of Assignor's right, title and interest in, to and under (a) the leases with the tenants referred to more particularly described on Exhibit A attached hereto hereto. The leases and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments, Naperville, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “Agreement”)security deposits are listed on Exhibit B attached hereto. Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Leases arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify Assignor against and hold Assignor harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgmentscost, liability, claims and demands whatsoever in law loss, damage or in equityexpense, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgmentsoriginating or relating to the period on or after the date hereof and arising out of the Assignee's obligations under such leases. Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, liability, claims and demands whatsoever in law loss, damage or in equityexpense, incurred including, without limitation, reasonable attorneys' fees, originating or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with relating to the Leases as to events occurring period prior to the Closing Date. Notwithstanding anything date hereof, subject to Seller's Maximum Liability as set forth in that certain Purchase and Sale Agreement dated _____, 2013 between Assignor and Assignee (the contrary contained in this Assignment and Assumption of Leases"Purchase Agreement")[; provided, it is expressly understood and agreed by and between the parties hereto however, that any liability of Assignor hereunder shall be limited responsible for the payment of those certain leasing commissions and allowances and other Leasing Costs pursuant to such leases as set forth in Section 19 6.4 of the Purchase Agreement, and such leasing commissions and allowances shall not be applicable to Seller’s Maximum Liability hereunder.] If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning any provision contained herein, the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys' fees. All capitalized terms not otherwise defined herein shall have the meaning given to the same in the Purchase Agreement. This Assignment and Assumption of Leases Agreement shall be binding upon governed by and shall inure to construed in accordance with the benefit laws of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assignsthe State of Colorado. This Assignment and Assumption of Leases Agreement may be executed and delivered in any number of counterparts, and as each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same agreementinstrument.

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION BR CREEKSIDE LLC, a Delaware limited liability company (“Assignor”), in consideration of the sum of Ten Dollars TEN AND NO/100 DOLLARS ($10.00) in hand paid and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, ▇▇▇▇ Grand Reserve, LLC, a Delaware limited liability company, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sellsassigns, transfers, assigns and sets over unto [To be formed DE LLC]and conveys to ___________________________________, a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ _________________ ("“Assignee"”), its legal representatives, successors and assigns all of Assignor's right, title and interest inin and to all leases, including any and all security deposits made by tenants pursuant to and under (a) said leases, in effect at the leases with the tenants referred to real property legally described on Exhibit A attached hereto and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and hereto, which is commonly known as the Grand “Reserve at Creekside Village Apartments” located in Chattanooga, NapervilleTennessee (collectively, DuPage County, Illinois (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015; the “AgreementExisting Leases”). Assignee does hereby accept expressly assumes the foregoing Assignment obligation for the performance of any and Assumption all of the obligations of Assignor under the Existing Leases subject to (the terms and conditions herein and “Indemnified Matters”) in respect of the Leases, and does hereby assume, without exculpation, as of period on or after the date hereof, . Assignor hereby indemnifies Assignee for the Indemnified Matters prior to the date hereof and become responsible for and agree to perform, discharge, fulfill and observe all of Assignee hereby indemnifies Assignor from the obligations, terms, covenants, provisions and conditions under the Leases arising Indemnified Matters from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreementdate hereof. This Assignment and Assumption of Leases shall be binding upon bind and shall inure to the benefit of Assignor and Assignee all parties hereto and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed in counterpartsTHIS ASSIGNMENT AND ASSUMPTION OF LEASES IS MADE ON AN "AS-IS, and as so executed shall constitute one and the same agreementWHERE-IS, WITH ALL FAULTS" BASIS, WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) WHATSOEVER EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THE AGREEMENT OF PURCHASE AND SALE AND THIS ASSIGNMENT.

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

Assignment and Assumption of Leases. FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ▇▇▇▇ Grand Reserve, LLC, a Delaware limited liability company_______________, having its principal office c/▇ ▇▇▇▇▇▇▇ Capital Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606 ("Assignor"), hereby sells, transfers, assigns and sets over unto [To be formed DE LLC]______________________, a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ c/o ______________________ ("Assignee"), its legal representatives, successors and assigns all of Assignor's right, title and interest in, to and under (a) the those certain leases with the tenants referred to on Exhibit A attached hereto and made a part hereof (the "Leases") affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as the Grand Reserve Apartments_____________, Naperville_____________, DuPage County, Illinois ___ (the "Property") and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee dated as of ______, 2015201__; the “"Agreement”"). Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Leases arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Leases, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in Section 19 of the Agreement. This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed in counterparts, and as so executed shall constitute one and the same agreement.