Common use of FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES Clause in Contracts

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________________, ____________________, having its principal office at ________________________________________, __________________ (“Assignor”), hereby sells, transfers, assigns and sets over unto , a , having its principal office at _________________________________________ (“Assignee”), its legal representatives, successors and assigns, all of Assignor’s right, title and interest in, to and under (a) those certain leases 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 ________________________ Apartments (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 ________________, 2014 (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. 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. 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. 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 15.17 of that certain Purchase and Sale Agreement dated as of ____________________, 2014 by and between Assignor and Assignee. 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 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 agreement.

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES. For good and valuable considerationFOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), [_________________________], ____________________, having its principal office at a [________________________________________, __________________ ] (“Assignor”), does hereby sellsassign, transferssell, assigns transfer, set over and sets over unto , a , having its principal office at ______________________________deliver to ___________ (“Assignee”), its legal representatives, successors and assigns, all of Assignorthe landlord’s right, title and interest in, in and to and under (a) those certain the leases 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, 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 ________________________ Apartments (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 ________________, 2014 (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 Assignor under the Leases arising from and after the Closing Date 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 landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and performance thereof as fully as though Assignee was Assignor shall not be responsible for, any of the original obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time after to the Closing Date or lessor thereunderrights accruing to landlord after the Closing Date. 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 Assignee, its legal representatives, successors and assigns from any and all lossesclaims, liabilities, damages, expensesand penalties and any and all loss, fees cost, 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 equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them way arising out of or in connection with any failure by Assignor to perform and observe the Leases as to events occurring prior to the Closing Dateobligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor 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, expensesand penalties and any and all loss, fees costs, or expense (including, without limitation, reasonable attorneys’ fees), fees and costs and court costs) incurred by the Assignor incident to, suitsresulting from, 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 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 from bear all costs and after the Closing Dateexpenses of such contest and defense. 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 The indemnities set forth in Section 15.17 of that certain Purchase and Sale Agreement dated as of ____________________, 2014 by and between Assignor and Assignee. 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 and delivered in any number of counterparts, each of which so executed and delivered herein shall be deemed to be an original material and shall survive the Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of which shall constitute one the interests and the same agreementassets hereby transferred to Assignee.

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________________KAN AM G▇▇▇▇ KAPITALANLAGEGESELLSCHAFT MBH, ____________________a German limited liability company, for the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am G▇▇▇▇ Kapitalanlagegesellschaft mbH, having its principal office at ________________________________________, __________________ (“Assignor”), hereby sells, transfers, assigns and sets over unto , a ______, having its principal office at _________________________________________ (“Assignee”), its legal representatives, successors and assigns, all of Assignor’s right, title and interest in, to and under (a) those certain leases 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 ________________________ Apartments 3▇▇ ▇. ▇▇▇▇▇▇ Drive in Chicago, 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, Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee, dated as of ________________, 2014 2006 (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. 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. 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. 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 will be limited as set forth in Section 15.17 Sections 5.8 and 14.18 of that certain Purchase and Sale Agreement dated as of ____________________, 2014 by and between Assignor and Assigneethe Agreement. This Assignment and Assumption of Leases shall will be binding upon and shall will inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Assignment and Assumption of Leases may be executed and delivered in any number of counterparts, each of which so executed and delivered shall will be deemed to be an original and all of which shall will constitute one and the same agreement.