Common use of Assumption of Indebtedness Clause in Contracts

Assumption of Indebtedness. (a) At Closing, subject to the receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trustees, the Transferee acknowledges and agrees that all Indebtedness and obligations of the Contributors listed on Schedule 3.2 (the "ASSUMED LOANS") shall remain in effect with respect to, and therefore be effectively assumed as of the Closing Date by, the Operating Partnership and or its affiliates; provided that, except as set forth on Schedule 3.2, the Transferee shall not be required to accept any changes to the terms of the Assumed Loans (including, with respect to any bonds, the low to moderate income tenant requirements of the related Real Estate Properties, but excluding any extension not exceeding two years to the qualified project period) which would cause or result in (i) any increase in ongoing financial obligations of the Contributor or (ii) any additional restrictions on the use or operation of the applicable Real Estate Properties on or after the Closing Date; it being understood that the Transferee shall not unreasonably withhold its consent with respect to any changes to the Assumed Loans which would not cause or result in any such increase or restrictions. Subject to the receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trustees, the Transferee (i) agrees that it will pay and perform, and cause each entity which owns a related Real Estate Property to pay and perform, any and all obligations with respect to such Assumed Loans as they become due in accordance with the Assumed Loan Documents and (ii) hereby agrees to enter into one or more agreements with Connecticut General Life Insurance Company and Metropolitan Life Insurance Company (individually or together, the "GUARANTORS"), each in form and substance satisfactory to the Transferee and the Guarantors, under which the Company will agree to reimburse each Guarantor in the amount of any payments made by such Guarantors after the Closing Date under or pursuant to guaranty agreements which secure payment of tax exempt bonds which finance certain Real Estate Properties (individually or collectively, the "GUARANTY AGREEMENTS"); provided, however, that such reimbursement obligation agreements with respect to each of the Guarantors and Guaranty Agreements shall terminate on the date as of which all obligations under each such Guaranty Agreement terminate and as of which all obligations under the reimbursement obligation agreements shall have been satisfied. In addition, the Transferee shall (x) indemnify the TCR Parties from any liability or obligation under the documents evidencing the Assumed Loans, including without limitation, environmental liabilities, for events occurring after the Closing Date and (y) on or before the Closing Date (A) cause Credit Suisse First Boston or another bank, the credit rating of which satisfies the requirements under the financing documents, to deliver to the bond trustee letters of credit in such amounts and on such terms and conditions as are reasonably required for such letters of credit to constitute substitute credit enhancements for the tax exempt indebtedness that constitutes Assumed Loans and (B) otherwise use all commercially reasonable efforts to satisfy the requirements of the applicable creditors, lenders, trustees and governmental authorities or agencies and bond trustees whose consent or approval is required in connection with the matters described in this Section 3.2(a) in relation to their acceptance of such letters of credit pursuant to the alternate security provisions of such Assumed Loans (subject to the last two clauses of the first sentence of this Section 3.2(a)). Furthermore, the TCR Parties agree to use all commercially reasonable efforts to cause the

Assumption of Indebtedness. (a) At the Closing, subject to the receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trusteesexcept as otherwise set forth in this Section 3.3, the Transferee acknowledges Operating Partnership or its designee shall assume and agrees that agree to pay and perform all Indebtedness indebtedness and obligations of the Contributors listed on Schedule 3.2 (under all Assumed Loans relating to the "ASSUMED LOANS") Property, and, to the extent permitted by the respective Lenders, the Contributors and their affiliates shall remain in effect with respect to, be released from any and therefore be effectively assumed as of all liability for such Assumed Loans. At the Closing Date byClosing, the Operating Partnership shall execute and or its affiliates; provided that, except as set forth on Schedule 3.2, deliver all such documents and instruments (the Transferee shall not be “Loan Assumption Documents”) reasonably required to accept any changes to by the terms Lenders of the Assumed Loans (including, with respect to any bonds, the low to moderate income tenant requirements of the related Real Estate Properties, but excluding any extension not exceeding two years to the qualified project period) which would cause or result in (i) any increase in ongoing financial obligations of the Contributor or (ii) any additional restrictions on the use or operation of the applicable Real Estate Properties on or after being assumed at the Closing Date; it being understood that the Transferee shall not unreasonably withhold its consent with respect to any changes to the Assumed Loans which would not cause or result evidence such assumption and release in any such increase or restrictions. Subject to the receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trustees, the Transferee (i) agrees that it will pay and perform, and cause each entity which owns a related Real Estate Property to pay and perform, any and all obligations with respect form satisfactory to such Assumed Loans as they become due in accordance with the Assumed Loan Documents and (ii) hereby agrees to enter into one or more agreements with Connecticut General Life Insurance Company and Metropolitan Life Insurance Company (individually or together, the "GUARANTORS"), each in form and substance satisfactory to the Transferee Lenders and the Guarantors, under which the Company will agree to reimburse each Guarantor in the amount of any payments made by such Guarantors after the Closing Date under or pursuant to guaranty agreements which secure payment of tax exempt bonds which finance certain Real Estate Properties (individually or collectively, the "GUARANTY AGREEMENTS"); provided, however, that such reimbursement obligation agreements with respect to each of the Guarantors and Guaranty Agreements shall terminate on the date as of which all obligations under each such Guaranty Agreement terminate and as of which all obligations under the reimbursement obligation agreements shall have been satisfiedOperating Partnership. In addition, the Transferee approval of the released Contributor, which approval shall not be unreasonably withheld, delayed or conditioned, shall be required only with respect to (xi) indemnify the TCR Parties from any form of the release of liability or obligation under the documents evidencing Assumed Loans and (ii) the liability under the Assumed Loans, including without limitation, environmental liabilities, for events occurring Loans that may be incurred after the Closing Date by the released Contributor. The Operating Partnership shall be responsible for all fees and costs associated with the assumption of each of the Assumed Loans up to a maximum equal to 1% of the outstanding principal amount of each Assumed Loan assumed at Closing. If a Lender (ya) on does not allow an assumption of an Assumed Loan for any reason other than a failure of a Contributor to comply with the provisions of this Section 3.3 or before (b) requires substantially more onerous terms than those to which a Contributor is subject, then the Closing Date Contributee shall, at its election, either (A1) cause Credit Suisse First Boston prepay or another bankdefease all such Assumed Loans, the credit rating and Contributee shall be responsible for costs and penalties related thereto, including but not limited to yield maintenance penalties, or (2) terminate this Agreement in its entirety upon delivery of which satisfies the requirements under the financing documents, to deliver written notice thereof to the bond trustee letters Contributors. If a Lender charges an assumption fee in excess of credit in such amounts and on such terms and conditions as are reasonably required for such letters of credit to constitute substitute credit enhancements for the tax exempt indebtedness that constitutes Assumed Loans and (B) otherwise use all commercially reasonable efforts to satisfy the requirements 1% of the applicable creditors, lenders, trustees and governmental authorities or agencies and bond trustees whose consent or approval is required in connection with the matters described in this Section 3.2(a) in relation to their acceptance of such letters of credit pursuant to the alternate security provisions outstanding principal amount of such Assumed Loans (subject to Loan, then the last two clauses of Contributee shall so notify the first sentence of this Section 3.2(a)). FurthermoreContributors, and the TCR Parties agree to use all commercially reasonable efforts to cause theContributors shall be responsible for any excess assumption fee.

Assumption of Indebtedness. (a) At Closing, subject Notwithstanding anything to the receipt of any required consents thereto from contrary in Section 9.1 or 9.3 hereof, in the applicable creditorsevent the Lessee purchases one or more Properties pursuant to either such Section, lenders or, or if Lessee elects to assume the outstanding Notes in accordance with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trusteesSection 6.19 herein, the Transferee acknowledges and agrees that all Indebtedness and obligations Lessee, in the case of a Section 9.1 or 9.3 assumption, may elect to assume on a full recourse basis the Allocable Portion of the Contributors listed on Schedule 3.2 outstanding Notes (the "ASSUMED LOANS") shall remain in effect with respect to, and therefore be effectively assumed as of the Closing Date by, the Operating Partnership and or its affiliates; provided that, except as set forth on Schedule 3.2, the Transferee shall not be required to accept any changes to the terms of the Assumed Loans (including, with respect to any bonds, the low to moderate income tenant requirements of the related Real Estate Properties, but excluding any extension not exceeding two years to the qualified project period) which would cause or result in (i) any increase in ongoing financial obligations of the Contributor or (ii) any additional restrictions on the use or operation of the applicable Real Estate Properties on or after the Closing Date; it being understood that the Transferee shall Lessee may not unreasonably withhold its consent assume the Allocable Portion of the Notes relating to one or more Properties with respect to any changes which the Lessee has exercised its rights under clause (iii) of Section 9.3 herein), or, in the case of a Section 6.19 assumption, must assume on a full recourse basis all of the Notes, in either case by so notifying the Lessor, the Pass Through Trustee and the Indenture Trustee at least 30 days (5 days in the case of a Section 6.19 assumption) prior to such purchase or assumption. Such assumption shall not be deemed a re-grant of a Lien by the Lessee to the Assumed Loans Indenture Trustee, but a purchase in which would not cause or result in any the pre-existing Lien continues as to such increase or restrictionsProperty to secure the new indenture between the Lessee and the Indenture Trustee. Subject Such notice shall be accompanied by the forms of assumption documents the Lessee agrees to execute and deliver on the date of such purchase which shall provide to the receipt of any required consents thereto from Indenture Trustee substantially the applicable creditors, lenders or, same protections with respect to tax exempt indebtednessthe operation, governmental authorities use and maintenance of such Properties as are afforded by the Lease; provided that the new indenture between the Lessee and the Indenture Trustee and the Security Documents shall not be cross-collateralized or similar agencies and bond trustees, cross-defaulted. Such assumption shall be subject to the Transferee following additional conditions: (i) agrees the Indenture Trustee and the Pass Through Trustee for itself and for the benefit of the Certificateholders shall have received such opinions of counsel (including, without limitation, an opinion of a nationally recognized independent tax counsel reasonably acceptable to the Indenture Trustee and the Pass Through Trustee) to the effect that no gain or loss for U.S. Federal income tax purposes will result from such assumption for which such Certificateholder is not fully indemnified, to its reasonable satisfaction, by Lessee; provided, however, that for purposes of such opinion it will pay shall be assumed that each Certificateholder is a domestic corporation, bank or insurance company), certificates and perform, and cause each entity which owns a related Real Estate Property to pay and perform, any and all obligations with respect to such Assumed Loans other documents as they become due in accordance with the Assumed Loan Documents and (ii) hereby agrees to enter into one or more agreements with Connecticut General Life Insurance Company and Metropolitan Life Insurance Company (individually or together, the "GUARANTORS")it may reasonably request, each in form and substance reasonably satisfactory to the Transferee Indenture Trustee and the GuarantorsPass Through Trustee, (ii) the Indenture Trustee for itself and for the benefit of the Holders shall have received a title insurance policy or endorsement to its Title Policy to the effect that the Indenture Trustee continues to have a first priority mortgage and security interest in the Estate, (iii) Lessee shall be obligated to pay all reasonable costs and expenses of the parties hereto, including the reasonable fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee (or, at the election of the Indenture Trustee and the Pass Through Trustee, in lieu of the reasonable legal fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee, the reasonable legal fees and expenses for one counsel for the Certificateholders) incurred in connection with such assumption, whether or not consummated and (iv) if Allocable Portions of the Notes are assumed on more than one occasion pursuant to this Section 10.1, all new notes shall be issued pursuant to the same indenture and all related Properties shall secure all such notes. In the event of any assumption of Notes or an Allocable Portion thereof pursuant to Section 10.1(a), the amount payable by the Lessee to the Lessor under which the Company will agree to reimburse each Guarantor in Article IX hereof shall be reduced by the amount of any payments made by such Guarantors after the Closing Date under or pursuant to guaranty agreements which secure payment of tax exempt bonds which finance certain Real Estate Properties (individually or collectively, the "GUARANTY AGREEMENTS"); provided, however, that such reimbursement obligation agreements with respect to each outstanding principal of the Guarantors and Guaranty Agreements shall terminate Allocable Portion of the Notes being so assumed on the date as of which all obligations under each the assumption or exchange, after payment of any Basic Rent due on such Guaranty Agreement terminate and as of which all obligations under the reimbursement obligation agreements shall have been satisfieddate. In additionThe Lessor, the Transferee shall (x) indemnify Indenture Trustee and the TCR Parties from any liability or obligation under the documents evidencing the Assumed Loans, including without limitation, environmental liabilities, for events occurring after the Closing Date and (y) on or before the Closing Date (A) cause Credit Suisse First Boston or another bank, the credit rating of which satisfies the requirements under the financing documents, to deliver to the bond trustee letters of credit in such amounts and on such terms and conditions as are reasonably required for such letters of credit to constitute substitute credit enhancements for the tax exempt indebtedness that constitutes Assumed Loans and (B) otherwise use all commercially reasonable efforts to satisfy the requirements of the applicable creditors, lenders, trustees and governmental authorities or agencies and bond trustees whose consent or approval is required in connection with the matters described in this Section 3.2(a) in relation to their acceptance of such letters of credit pursuant to the alternate security provisions of such Assumed Loans (subject to the last two clauses of the first sentence of this Section 3.2(a)). Furthermore, the TCR Parties Pass Through Trustee agree to use all commercially reasonable efforts to cause thecooperate, at the Lessee's request and expense, with any such assumption by the Lessee.

Assumption of Indebtedness. (a) At the Initial Closing, subject Transferee shall assume and agree to the receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies pay and bond trustees, the Transferee acknowledges and agrees that perform all Indebtedness indebtedness and obligations of the Contributors listed on Schedule 3.2 TCR Group under all Assumed Loans, and, to the extent permitted by the respective lenders, the TCR Group and its affiliates shall be released from any and all liability for such Assumed Loans. At the Initial Closing, Transferee shall execute and deliver all such documents and instruments (the "ASSUMED LOANSASSUMPTION DOCUMENTS") shall remain in effect with respect to, and therefore be effectively assumed as reasonably required by the holders of the Closing Date byAssumed Loans to evidence such assumption and release in form satisfactory to such holders and the TCR Group, the Operating Partnership and or its affiliates; provided that, except as set forth on Schedule 3.22.2, the Transferee shall not be required to accept any changes to the loan terms of the Assumed Loans (including, with respect to any bonds, the their tax exempt status and low to moderate income tenant requirements of requirements) substantially more onerous than those to which the related Real Estate Properties, but excluding any extension not exceeding two years applicable Contributor is subject pursuant to the qualified project period) which would cause or result applicable loan documents. Transferee shall pay fees associated with such assumptions not in (i) any increase excess of those set forth on Schedule 2.2. Except as provided below, in ongoing financial obligations of the Contributor or (ii) any additional restrictions on the use or operation of the applicable Real Estate Properties on or after the Closing Date; it being understood event that the Transferee shall not unreasonably withhold its consent with respect is unable for any reason to any changes to the Assumed Loans which would not cause or result in consummate any such increase or restrictions. Subject to the receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trusteesassumption, the Transferee (i) agrees that it will pay and perform, and shall cause each entity which owns a related Real Estate Property to pay and perform, any and all obligations with respect to such Assumed Loans as they become due in accordance with the Assumed Loan Documents to be paid in full at the Initial Closing and such payment, in lieu of assumption, shall not affect the determination of Net Value under Section 2.1(a) or the Cash Consideration designated under Section 2.4, and (ii) hereby agrees to enter into one or more agreements with Connecticut General Life Insurance Company and Metropolitan Life Insurance Company (individually or together, the "GUARANTORS"), each in form and substance satisfactory to the Transferee and the Guarantors, under which the Company will agree to reimburse each Guarantor except as provided in the amount next sentence hereof, Transferee shall be responsible for the payment at the Initial Closing of all amounts due in connection with any payments made by such Guarantors after the Closing Date under or pursuant to guaranty agreements which secure payment of tax exempt bonds which finance certain Real Estate Properties (individually or collectively, the "GUARANTY AGREEMENTS"); providedprepayment. If, however, that such reimbursement obligation agreements with respect a holder of an Assumed Loan (i) does not allow an assumption of an Assumed Loan for any reason other than due to each a failure of the Guarantors and Guaranty Agreements Transferee to cooperate with the holder on a basis consistent with that required pursuant to the second sentence of this Section 2.2, (ii) except as set forth on Schedule 2.2, requires substantially more onerous terms than those to which the Contributor is subject, or (iii) charges an assumption fee in excess of that set forth on Schedule 2.2, then the TCR Group shall terminate on the date as of which all obligations under each such Guaranty Agreement terminate and as of which all obligations under the reimbursement obligation agreements shall have been satisfied. In addition, the Transferee shall be responsible for (x) any excess assumption fee if (iii) applies or (y) any prepayment premium or penalty due in connection with any such prepayment if (i) or (ii) applies. Notwithstanding any other provision herein, other than the buy-down of the interest rate on the Assumed Loan on the Vinings Ridge Property as described in Section 9.1(m), the TCR Group shall not be liable for any fee incurred in connection with the Transferee replacing any credit enhancement, re-underwriting any bonds or interest rate buy-down. With respect to any Assumed Loan, Transferee shall indemnify the TCR Parties Group from any cost, liability or obligation damage for liability under the documents evidencing the Assumed LoansLoan, including including, without limitation, environmental liabilities, for events occurring matters first arising after the Closing Date and (y) on or before the Closing Date (A) cause Credit Suisse First Boston or another bank, the credit rating of which satisfies the requirements under the financing documents, to deliver to the bond trustee letters of credit in such amounts and on such terms and conditions as are reasonably required for such letters of credit to constitute substitute credit enhancements for the tax exempt indebtedness that constitutes Assumed Loans and (B) otherwise use all commercially reasonable efforts to satisfy the requirements of the applicable creditors, lenders, trustees and governmental authorities or agencies and bond trustees whose consent or approval is required in connection with the matters described in this Section 3.2(a) in relation to their acceptance of such letters of credit pursuant to the alternate security provisions of such Assumed Loans (subject to the last two clauses of the first sentence of this Section 3.2(a)). Furthermore, the TCR Parties agree to use all commercially reasonable efforts to cause theInitial Closing.