ASSUMPTION AND LOAN MODIFICATION AGREEMENT

EXHIBIT 10.105

This Assumption and Loan Modification Agreement (this “Agreement”) is made this 30th day of September, 2014, by and among German American Capital Corporation, a Maryland corporation (“Noteholder”), ▇▇▇▇▇ National 1 ▇▇▇▇▇▇ Lyndhurst Holding, LLC, a Delaware limited liability company (“Assumptor”), and ▇▇▇▇▇ National REIT I, Inc., a Maryland corporation (“New Guarantor”).

RECITALS

Noteholder’s predecessor in interest, Citigroup Global Markets Realty Corp., a New York corporation (“Original Lender”), made a loan to ▇▇▇▇▇ National CY Lyndhurst H, LLC, a Delaware limited liability company, ▇▇▇▇▇ National CY Lyndhurst S, LLC, a Delaware limited liability company, and each of the parties listed on “Exhibit A-1” attached hereto (collectively, “Original Borrower”) in the original principal amount of Thirty-Four Million Three Hundred Fifty Thousand and no/100 Dollars ($34,350,000.00) (the “Loan”), under the terms and provisions set forth in the following loan documents:

Fixed Rate Note dated August 31, 2007 (the “Note”) in the original principal amount of the Loan, made by Original Borrower and payable to Original Lender, as transferred to ▇▇▇▇▇ Fargo Bank, N.A., as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2008-C7, Commercial Mortgage Pass-Through Certificates, Series 2008-C7 (“▇▇▇▇▇ Fargo”) pursuant to that certain Allonge executed by Original Lender, as further transferred to CGCMT ▇▇▇▇-▇& ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a New Jersey Limited Liability Company (“CGCMT”), pursuant to that certain Allonge date September 13, 2010 executed by ▇▇▇▇▇ Fargo, as further assigned to MTGLQ Investors, L.P., a Delaware limited partnership (“MTGLQ”) pursuant to that certain Allonge dated November 18, 2010 executed by CGCMT, as amended pursuant to the terms of that certain Loan Reinstatement Letter dated October 31, 2011 by and between Borrower (as defined below) and MTGLQ, as further assigned to Special Situations Investing Group II, LLC, a Delaware limited liability company (“Special Situations”) pursuant to that certain Allonge executed by MTGLQ, as further assigned to Noteholder pursuant to that certain Allonge executed by Special Situations, and Noteholder currently holds the Note;

Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated August 31, 2007, (the “Mortgage”) executed by Original Borrower to and for the benefit of Original Lender, which secures the Note and other obligations of the entities listed on Exhibit “A-2” attached hereto (“Borrower”), which encumbers the real and personal property more particularly described therein (the “Property”), which was recorded in Book 16984, Page 845 in the Official Records of the County Clerk of Bergen County, New Jersey (the “Official Records”), as assigned pursuant to that certain Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded in Book 1432, Page 174 in the Official Records, and as further assigned pursuant to that certain Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing and Other Loan Documents recorded in Book 540, Page 1290 in the Official Records, and as assumed, modified and amended by those certain Assumption Agreements described on Exhibit “B” attached hereto (collectively, the “Assumption Agreements”), as further amended by that certain First Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing made as of February 29, 2008 and recorded in Book 1125, Page 369 in the Official Records (the “First Amendment”) and as assigned to Noteholder pursuant to that certain Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated May 1, 2013 and recorded on May 24, 2013, in Book V 1402, Page 1333 in the Official Records;

Assignment of Leases and Rents dated August 31, 2007, executed by Original Borrower, which was recorded in Book 16984, Page 932 of the Official Records, as assigned pursuant to that certain Assignment of Assignment of Leases and Rents executed by Original Lender, as assignor, to ▇▇▇▇▇ Fargo, as assignee, dated 04/24/2008, recorded 09/25/2008 as Book 1432, Page 177; as further assigned pursuant to that certain Assignment of Assignment of Leases and Rents executed by ▇▇▇▇▇ Fargo Bank, as assignor, to CGCMT, as assignee, dated 09/13/2010, recorded 10/01/2010 as Book V540, Page 1200; as further assigned pursuant to that certain Assignment of Assignment of Leases and Rents executed by CGCMT, as assignor, to MTGLQ, as assignee, dated November 23, 2010, recorded December 15, 2010 as Document No. Book 609 Page 2431; as further assigned pursuant to that certain Assignment of Assignment of Leases and Rents executed by MTGLQ, as assignor, to Special Situations, as assignee, dated 11/27/2012, recorded 01/25/2013 as Document No. Book V1259, Page 2029 and assigned to Noteholder pursuant to that certain Assignment of Assignment of Leases and Rents executed by Special Situations in favor of Noteholder and recorded May 24, 2013 in Book V 1402, Page 1384 in the Official Records (collectively, the “Assignment”);

The TIC Principal Guaranties listed on Exhibit “C” attached hereto (the “TIC Guaranties”);

Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”) in favor of Original Lender;

Intentionally Deleted;

Environmental Liabilities Agreement dated August 31, 2007 (the “Environmental Indemnity”), executed by Original Borrower and ▇▇▇▇▇, as amended by the Assumption Agreements;

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Acknowledgement of Property Manager dated as of August 31, 2007, executed by Concord Hospitality Enterprises Company, a Delaware corporation, as Property Manager in favor of Original Lender;

Assignment of Agreements, Permits and Contracts dated as August 31, 2007, executed by Original Borrower;

10.

Subordination and Attornment Agreement dated as of August 31, 2007 by and between Original Lender, ▇▇▇▇▇ National CY Lyndhurst MT, LLC (“Master Tenant”) recorded in Book 9408, Page 466 in the Official Records;

11.

Cash Management Agreement dated August 31, 2007, executed by Original Borrower, Master Tenant and Original Lender, as amended by that certain First Amendment to Cash Management Agreement dated October 31, 2011 (collectively, the “Original Cash Management Agreement”);

12.

Lockbox dated October 31, 2011 executed by Borrower, MTGLQ, Master Tenant, Archon Group, L.P., a Delaware limited partnership, as servicer for the Loan, and Patriot Bank, a Texas banking association, as Account Bank (the “Lockbox Agreement”);

13.

UCC-1 Financing Statements listed on Exhibit “D” attached hereto (the “UCCs”); and

14.

UCC Financing Statement reflecting Master Tenant, as debtor, and Original Lender, as secured party, filed with the Delaware Secretary, under File No. 2007 3355657.

The above documents and any other documents which evidence, secure or relate to the Loan, including, in each case, any prior amendments thereto, are hereinafter collectively defined as the “Original Loan Documents”.

B. Assumptor desires to assume the Loan, as modified by the terms of this Agreement, and, upon the terms and conditions set forth herein, Noteholder is willing to consent to such assumption:

NOW THEREFORE, FOR VALUABLE CONSIDERATION, including, without limitation, the mutual covenants and promises contained herein, the parties agree as follows:

1. Incorporation. The foregoing recitals are incorporated herein by this reference.

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2. Defined Terms/Original Loan Documents. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to same in the Mortgage. The terms “Borrower,” and “Borrowers”, and similar terms in the Original Loan Documents shall be deemed to refer to ▇▇▇▇▇ National 1 ▇▇▇▇▇▇ Lyndhurst Holding, LLC, a Delaware limited liability company. The term “Indemnitor” and similar terms in the Original Loan Documents shall be deemed to refer to ▇▇▇▇▇ National REIT I, Inc., a Maryland corporation and ▇▇▇▇▇ ▇▇▇▇▇, an individual. The term “Indemnitor” and similar terms in the Original Environmental Indemnity shall be deemed to refer to ▇▇▇▇▇ National REIT I, Inc., a Maryland corporation, ▇▇▇▇▇ ▇▇▇▇▇, an individual, and Assumptor. Any references to the address of “Borrower” in the Original Loan Documents shall be deemed to refer to ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇. The Original Loan Documents, as amended by this Agreement and by the documents contemplated hereby, and this Agreement and the documents contemplated hereby shall be considered “Loan Documents” for purposes of each of the Original Loan Documents, with each reference in the Original Loan Documents to any of the Original Loan Documents to be to such Original Loan Documents as amended by this Agreement and by the documents contemplated hereby (the “Loan Documents”). In addition to the amendments expressly contained herein, the Original Loan Documents are deemed amended to the extent they are inconsistent with the provisions of this Agreement. All references to any of the Loan Documents herein shall be deemed to mean such Loan Document as amended by this Agreement.

3. Assumption. Assumptor hereby assumes all obligations and liabilities of Borrower under the Loan and the Original Loan Documents, as amended hereby, and Assumptor hereby grants a security interest to Noteholder in all security interests granted by Borrower under the Original Loan Documents, as hereby amended. Noteholder hereby consents to the foregoing.

4. Mortgage Amendment. Assumptor and Noteholder shall execute, concurrently herewith, a Second Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Mortgage Amendment”) in form and substance identical to Exhibit “E” attached hereto.

5. Guaranties. Concurrently herewith, (i) Assumptor and New Guarantor shall execute an Assumption of Environmental Liabilities Agreement (the “Environmental Indemnity Assumption”), in form and substance identical to Exhibit “F-1” attached hereto; (ii) and New Guarantor shall execute a Guaranty in form and substance identical to Exhibit “F-2” attached hereto (the “New Guaranty”); and (iii) ▇▇▇▇▇ ▇▇▇▇▇ shall execute and deliver his Consent and Ratification attached to the signature pages of this Agreement (and ▇▇▇▇▇ ▇▇▇▇▇’▇ spouse, if any, shall execute the Spousal Waiver and Consent attached to the signature pages of this Agreement).

6. Transfer Fee. At the closing of the transaction contemplated by this Agreement, Assumptor shall pay to Noteholder a loan assumption fee (the “Fee”) in the amount of Three Hundred Twenty Thousand Nine Hundred Fifty and 74/100 Dollars ($320,950.74) (i.e., one percent (1%)) of the outstanding principal balance of the Note), together with all costs and expenses incurred in connection with the assumption and modification of the Loan, including, without limitation, the costs of the Policy (as defined below), Noteholder’s legal fees, review fees, appraisal fees, site inspection fees, administrative fees, recording fees and title costs (collectively, the “Costs and Expenses”).

7. Loan Information. Noteholder and Assumptor hereby acknowledge and agree that, as of September 16, 2014, the outstanding principal balance of the Note is Thirty-Two Million Ninety-Five Thousand Seventy Four and 11/100 Dollars ($32,095,074.11).

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8. Escrow and Reserve Accounts.

PIP Deposit. At the closing of the transactions contemplated by this Agreement, Assumptor shall pay to Noteholder the amount of Nine Hundred Seventy-One Thousand and No/100 Dollars ($971,000.00) for deposit into the FF&E Reserve Fund (the “PIP Deposit”). The PIP Deposit shall be held and released in accordance with the Loan Documents and the Budget. Further, at the closing of the transactions contemplated by this Agreement, Assumptor shall pay to Noteholder the amount of Ninety Thousand and No/100 Dollars ($90,000.00), from funds not otherwise subject to any security interest or lien in favor of Noteholder, for deposit into the FF&E Reserve Fund, which sum the parties acknowledge and agree is a reasonable sum for deposit into the FF&E Reserve Fund. Nothing in the preceding sentence shall otherwise derogate from any other obligation of Assumptor regarding payments into the FF&E Reserve Fund.

Monthly Reserve and Escrow Deposit Amounts. Assumptor acknowledges that, as of the Effective Date, notwithstanding Noteholder’s right to adjust the foregoing amounts as set forth in the Mortgage: (a) the monthly Tax Escrow Amount is $42,140.49; (b) the monthly Insurance Escrow Amount is $5.107.29; and (c) the monthly FF&E Deposit Amount (i.e., 1/12 of the FF&E Deposit Amount) is $29,436.00.

Debt Service Reserve. Assumptor shall have cause to be deposited the amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for deposit into a debt service reserve to be established pursuant to the New Cash Management Agreement (as defined below) (the “Debt Service Reserve Deposit”).

9. SPE Requirements. Section 9 of the Mortgage is hereby revised as follows:

Section 9(m) is hereby revised by (i) deleting the clause “ (i) owning the Property as a tenant in common with other Borrowers, and/or (ii)” and (ii) restating clause (ii) to read as follows: “the commingling of funds with the Master Tenant pursuant to the cash management provisions of the Loan Documents shall not be, nor deemed to be, a violation of this provision.”.

Section 9(n) is hereby revised by (i) deleting the clause “(i) owning the Property as a tenant in common with other Borrowers, and/or (ii)”; and (ii) restating clause (ii) to read as follows: “the commingling of funds with the Master Tenant pursuant to the cash management provisions of the Loan Documents shall not be, nor deemed to be, a violation of this provision.”.

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Section 9(o) is hereby revised by deleting the clause “, except to the extent that each Borrower is liable for the Debt jointly and severally with other Borrowers”.

Section 9(t) is hereby revised by deleting the last sentence thereof.

10. Revisions to Transfer Provisions. Section 12 of the Mortgage is hereby revised as follows:

Section 12(b) is hereby revised by (i) deleting clauses (vii) and (viii) (ix); and substituting therefor, in each instance, “intentionally deleted”; and (ii) deleting clause (ix) and substituting therefor the following:

“the sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering of all or any portion of the direct or indirect ownership interests in New Guarantor, provided that with respect to any of the foregoing (A) New Guarantor files, with respect to equity interests in such company, all required periodic reports with the Securities and Exchange Commission under Section 13 or Section 15(d) of the Securities Exchange Act, as amended, and (B) such transfer does not result in an entity other than ▇▇▇▇▇ ▇. ▇▇▇▇▇ and/or an entity owned or controlled by ▇▇▇▇▇ ▇. ▇▇▇▇▇ owning more than forty-nine percent (49%) of the direct or indirect ownership interests in New Guarantor;”

Section 12(d) is hereby deleted and the following is hereby substituted therefor:

“Notwithstanding anything to the contrary, except as specifically allowed by Section 12(b) above, transfers shall not be permitted without Lender’s prior written consent, which consent may be withheld, granted and/or conditioned in Lender’s sole and absolute discretion.”

Section 12(f) is hereby deleted.

Section 12(g) is hereby deleted.

Section 12(h) is hereby deleted.

Without derogating from the foregoing, no further transfers of all or any portion of the Property shall be made to any entity or person to hold as a Tenant-in-Common so long as any Obligations remain outstanding.

11. Master Lease. Assumptor acknowledges and agrees that it will enter into an assignment of the Master Lease as well as an amendment and restatement of the Master Lease, each in form and substance acceptable to Noteholder (the “Assignment and Amendments of Master Lease”). In addition, Section 13(a) of the Mortgage is hereby amended by deleting the clause “(provided, however, that with respect to each Borrower other than ▇▇▇▇▇ National CY Lyndhurst H, LLC, each of the following will be as to the actual knowledge of Borrower)”.

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12. Financial Statements. Section 17(b)(iii) of the Mortgage is hereby revised by (a) deleting the clause “; provided, however, that as to items described in subsection (C), such deliveries shall not be required from any co-borrower or its respective constituents or its respective Guarantor, other than ▇▇▇▇▇ National CY Lyndhurst H, LLC and ▇▇▇▇▇ National CY Lyndhurst S, LLC (together, the “Sponsor Entity”) (at any time it owns an interest in the Property), and its respective Guarantors, unless such other co-borrower holds at least a twenty percent (20%) undivided interest in the Property”; and (b) substituting therefor, a “.”.

13. Events of Default. Section 22 of the Mortgage is hereby revised as follows:

The last two paragraphs of Section 22 are hereby deleted.

It shall be and Event of Default in the event New Guarantor breaches the New Guaranty (subject to any notice and cure periods as set forth in the New Guaranty).

In addition, any default by Assumptor hereunder shall constitute an Event of Default under the Loan Documents (subject to any applicable cure periods described in the Mortgage for a default of the same type), and any Event of Default under the Original Loan Documents shall constitute a default hereunder, in either event, entitling Noteholder to exercise all of its rights and remedies under the Loan Documents, at law and in equity.

14. Sponsor Entity. All references in the Loan Documents to “Sponsor Entity” are hereby deleted and replaced with a reference to “Borrower”, subject to the provisions of Paragraph 2 above.

15. Tenancy In Common. Section 64 of the Mortgage is hereby deleted.

16. New Property Management Agreement. Master Tenant shall enter into a new Property Management Agreement with ▇▇▇▇▇ National Hospitality Management, LLC (“Property Manager”) in form and substance acceptable to Noteholder (the “New Property Management Agreement”). In addition, Property Manager will enter execute and deliver an Acknowledgment in form and substance identical to Exhibit “G” attached hereto (the “Property Manager Acknowledgement”). Master Tenant shall also execute and deliver its Consent and Release attached to the signature pages of this Agreement.

17. New Cash Management Agreement. In connection with the execution of this Agreement, Assumptor and Master Tenant will execute a new Cash Management Agreement (the “New Cash Management Agreement”) in form and substance identical to Exhibit “H” attached hereto and a new Lockbox Agreement (the “Control Agreement”) in form and substance identical to Exhibit “I” attached hereto.

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18. Notices: For purposes of notices to “Lender” or “Noteholder” and “Borrower” or “Assumptor” under the Loan Documents, the address of each shall be as follows:

If to Lender or Noteholder:

German American Capital Corporation

▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital

▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn.: ▇▇▇ Deja, Director-Portfolio Manager

With a copy to:

▇▇▇▇▇▇▇ Coie LLP

▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.

If to Borrower or Assumptor:

c/o Moody National REIT I, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇

With a copy to:

Gresham, Savage, ▇▇▇▇▇ & ▇▇▇▇▇▇, PC

▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

19. Conditions Precedent. The effectiveness of this Agreement and Noteholder’s obligations hereunder are strictly conditioned upon the satisfaction or written waiver by Noteholder in whole or in part of each of the following conditions precedent:

Old Republic National Title Insurance Company (“Title Company”) shall be committed to issue to Noteholder a new lender’s title policy (the “Policy”) with coverage in form and substance acceptable to Noteholder;

Assumptor shall have executed and delivered to Noteholder, this Agreement (fully executed by Assumptor, Master Tenant, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇’▇ spouse (if applicable)) and all other documents contemplated hereby, including, without limitation, the Mortgage Amendment, the Assignment and Amendments of Master Lease, the New Cash Management Agreement, the Control Agreement and any other document reasonably required by Noteholder and/or Title Company in form and substance acceptable to Noteholder;

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Title Company shall have recorded in the Official Records the Mortgage Amendment and a UCC-1 Financing Statement and UCC-3 Financing Statement Amendment, if applicable, in form and substance acceptable to Noteholder, and shall have filed with the applicable state authorities a UCC-1 Financing Statement and UCC-3 Financing Statement Amendment of the State UCC, in form and substance acceptable to Noteholder;

(i) New Guarantor and Assumptor shall have executed and delivered to Noteholder, the Environmental Indemnity Assumption, (ii) New Guarantor shall have executed and delivered to Noteholder the New Guaranty and the Solvency Certificate in form and substance identical to Exhibit “J” attached hereto, and (iii) ▇▇▇▇▇ ▇▇▇▇▇ and each member of Assumptor shall also have executed and delivered to Noteholder, a Solvency Certificate in form identical to Exhibit “J” attached hereto;

Noteholder shall have received (i) a copy of the New Property Management Agreement in form and substance acceptable to Noteholder, and (ii) the Property Manager Acknowledgement executed by Master Tenant and Property Manager;

Noteholder shall have received such opinion of Assumptor’s and New Guarantor's counsel as Noteholder may require, including, without limitation, due authorization, non-consolidation, due execution and enforceability legal opinions;

Assumptor shall have delivered to Noteholder such transfer, and organizational documents, including evidence of good standing of Assumptor, together with such resolutions, certificates, evidence of incumbency of signers, articles of organization, articles of incorporation, certificates of partnership, operating agreements, bylaws, partnership agreements, and other documents as Noteholder may require, in form and content acceptable to Noteholder, authorizing the transfer, purchase and assumption of the Loan and executed by the appropriate persons and/or entities on behalf of Assumptor and New Guarantor;

All representations and warranties contained herein shall be true and correct as of the Effective Date;

Assumptor shall have delivered to Noteholder certificates of insurance evidencing each of Assumptor’s insurance policies required to be maintained under the terms and conditions of the Loan Documents, each in form and amount satisfactory to Noteholder;

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If Noteholder determines it necessary, Noteholder shall have received a REMIC opinion in form and substance satisfactory to Noteholder and shall have received whatever rating agency approvals it deems necessary;

Noteholder shall have received a copy of the grant deed by which title to the real property will be conveyed to Assumptor and a copy of the executed assignment, documenting the assignment of the personal property to Assumptor from Borrower;

Assumptor shall have paid to Noteholder: the Fee, the amount of all Costs and Expenses, including the cost of the Policy and the PIP Deposit;

Noteholder’s receipt of financial statements and tax returns for Assumptor and New Guarantor as reasonably requested by Noteholder;

Noteholder’s receipt of Assumptor’s taxpayer ID number and non-foreign status and a Loans to One Borrower Certificate;

Noteholder’s receipt of whatever rating agency approvals it deems necessary; and

Noteholder’s receipt of a new comfort letter executed and delivered by Marriott in form and substance acceptable to Noteholder as well as such other confirmation reasonably acceptable to Noteholder from Marriott that neither Borrower, Assumptor nor Master Tenant is in default with respect to any agreement with Marriott and that this Agreement and the transaction contemplated hereby is acceptable to Marriott.

The date of the date of the satisfaction of all of the foregoing conditions precedent shall be the “Effective Date” of this Agreement (“Effective Date”).

20. Releases.

Noteholder/Borrower Releases. To the extent Noteholder receives executed releases from Borrower in form and substance identical to Exhibits “K-1” (with each TIC Borrower executing a separate release in the form of Exhibit “K-1”) and “K-2” attached hereto Noteholder shall promptly execute and deliver releases to Borrower in form and substance identical to Exhibits “L-1” (with Noteholder executing and delivering only a separate release in the form of Exhibit “L-1” for each such TIC Borrower Release it receives) and “L-2” attached hereto, respectively.

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General Release. Each of Assumptor, ▇▇▇▇▇ ▇▇▇▇▇, Master Tenant and New Guarantor, on behalf of itself, its members, managers and partners, and any of its successors and assigns, hereby: (a) fully and finally acquits, quitclaims, releases and forever discharges each of the Released Parties (the term “Released Parties” shall mean the Noteholder, Situs Holdings, LLC, Hanover Street Capital, LLC, ▇▇▇▇▇ Fargo, Citigroup Global Markets Realty Corp., a New York corporation MTGLQ, CGCMT, Special Situations. and each of their respective servicers, officers, directors, shareholders, members, managers, representatives, employees, agents and attorneys (in each case in their respective capacities as such), and their respective predecessors, successors and assigns), each of whom is an intended third party beneficiary hereof, of and from any and all obligations, claims, liabilities, damages, demands, debts, liens, deficiencies or cause or causes of action of whatever kind and character, at law or in equity, known or unknown, contingent or otherwise, whether asserted or unasserted, whether now known or hereafter discovered, arising out of or in any way related to or concerning, whether directly or indirectly, proximately or remotely, the Loan, the Loan Documents, the Property, the transactions contemplated hereby, or any action or omission by any of the Released Parties in connection with the Loan, the Loan Documents or the transactions contemplated hereby, which Assumptor, Master Tenant, ▇▇▇▇▇ ▇▇▇▇▇ and/or New Guarantor may have against any Released Party arising from any event occurring prior to the date hereof (whether in their own capacity or as assignee or transferee of any entity that was an Original Borrower or a Borrower before Assumptor’s assumption of the Loan); (b) waives any and all defenses to payment of the Note for any reason; and (c) waives any and all defenses, counterclaims or offsets to the Note or the other Loan Documents (collectively, the “Released Claims”).

It is understood and agreed by Assumptor, ▇▇▇▇▇ ▇▇▇▇▇, Master Tenant and/or New Guarantor that the claims released hereunder include all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, arising out of or related to any and all of the matters referred to in the immediately preceding paragraph, notwithstanding any limitations on such a release under any applicable law. Assumptor, Master Tenant, ▇▇▇▇▇ ▇▇▇▇▇ and New Guarantor each acknowledge that there is a risk that subsequent to the execution of this Agreement, it may discover, incur, or suffer from claims which were unknown or unanticipated at the time this Agreement is executed, including, without limitation, unknown or unanticipated claims which, if known by it on the date this Agreement is being executed, may have materially affected Assumptor’s, ▇▇▇▇▇ ▇▇▇▇▇’▇, Master Tenant’s and/or New Guarantor’s decision to execute this Agreement. Assumptor, ▇▇▇▇▇ ▇▇▇▇▇, Master Tenant and New Guarantor each acknowledge that it is assuming the risk of such unknown and unanticipated claims and agrees that this Agreement applies thereto. Assumptor, ▇▇▇▇▇ ▇▇▇▇▇, Master Tenant and New Guarantor each waive the provisions of any applicable law which provides as follows:

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A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Assumptor, ▇▇▇▇▇ ▇▇▇▇▇, Master Tenant and New Guarantor each acknowledge that it may hereafter discover facts different from, or in addition to, those which it now knows or believes to be true with respect to the claims released hereunder, and agrees that the foregoing release shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof, and waives application of any applicable law including any limitation on such a release with respect to the claims released hereunder.

21. Representations and Warranties. Assumptor represents and warrants to Noteholder each of the following, which representations and warranties shall survive the closing of the transactions contemplated hereby:

Authority. Assumptor has the full right and authority to enter into this Agreement and the other documents contemplated hereby and to consummate the transactions described in this Agreement. This Agreement and the other documents contemplated hereby constitute the valid and legally binding obligations of Assumptor and are enforceable against Assumptor in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforcement of the rights and remedies of creditors generally and/or equitable principles of general application (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution nor delivery of this Agreement or the other documents contemplated hereby nor the performance of Assumptor’s obligations under this Agreement or the other documents contemplated hereby violates, or will violate, any contract or agreement to which Assumptor is a party or by which Assumptor is otherwise bound. The person executing this Agreement and the other documents contemplated hereby on behalf of Assumptor has the power and authority to bind Assumptor to the terms and conditions of this Agreement and the other documents contemplated hereby and to execute this Agreement and the other documents contemplated hereby on behalf of Assumptor.

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No Defaults. Assumptor is not in default with respect to any order, writ, injunction, decree or demand of any court or of any other requirement of a governmental authority.

Title to Property. On the Effective Date, title to the Property shall be vested in Assumptor.

No Claims or Offsets. (i) To Assumptor’s knowledge, there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Loan Documents; and (ii) Assumptor does not have any claims, offsets, defenses or counterclaims against Noteholder or relating to the Loan Documents.

Patriot Act. Neither Assumptor, New Guarantor nor any principal of either is a person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., or any executive order or regulation promulgated thereunder with the result that the investment in Assumptor, New Guarantor or any principal (whether directly or indirectly) is prohibited by law or the Loan is in violation of law.

Ownership of Assumptor. The ownership structure of Assumptor is set forth on the chart attached hereto as Schedule 1.

Loan Documents. (i) Assumptor has actual knowledge of all terms and conditions of the Loan Documents; (ii) Noteholder has no obligation or duty to provide any information to Assumptor regarding the terms and conditions of the Loan Documents; (iii) all representations, agreements and warranties in the Loan Documents regarding Original Borrower (other than those as of a specified date or those specific to any person constituting Original Borrower and (A) relating to financial information or organizational structure delivered with respect to such person, or (B) relating to its status as a tenant in common) shall apply to Assumptor, from and after the Effective Date, as though Assumptor were the borrower originally named in the Loan Documents; (iv) except as expressly provided herein and in any other writing executed by Noteholder, Noteholder has not waived any right of Noteholder or obligation of Assumptor under the Loan Documents; and (v) Noteholder has not agreed to any modification of any provision of any Loan Document or to any extension of the Loan, except as otherwise expressly set forth herein.

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Financial Statements. The financial statements of Assumptor, of Assumptor’s sole member and of New Guarantor previously delivered by Assumptor or any of such parties to Noteholder: (i) are materially complete and correct; (ii) present fairly the financial condition of each of such parties; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied or other accounting standards approved by Noteholder; since the date of such financial statements, there has been no material adverse change in the financial condition of any of such parties, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered except as previously disclosed in writing by Assumptor to Noteholder and approved in writing by Noteholder.

Assumptor Location. Assumptor is an organization organized solely under the laws of the State of Delaware; Copies of all organizational documents of Assumptor delivered to Noteholder are complete and accurate in every respect; Assumptor’s legal name is exactly as shown on page one of this Agreement; and Assumptor shall not change Assumptor’s name or, as applicable, Assumptor’s address for notices as set forth in paragraph 18 above, Assumptor’s principal residence or the jurisdiction in which Assumptor is organized, without giving Noteholder at least 30 days’ prior written notice.

No Pledge of Equity Interests. All funds provided by Assumptor’s constituents to Assumptor are in the form of capital contributions and are not loans to Assumptor; neither the Property nor the direct ownership interests in Assumptor have been pledged or encumbered in connection with the acquisition of the Property by Assumptor.

22. Representations and Warranties of Noteholder. Noteholder hereby represents and warrants as follows: (a) Noteholder has all requisite power and authority to enter into and perform this Agreement and the other documents contemplated hereby; and (b) the Loan Documents, including this Agreement and the other documents contemplated hereby are the valid, binding and enforceable obligations of Noteholder, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or by legal or equitable principles relating to or limited by creditors’ rights generally.

23. UCC Filing. Assumptor hereby authorizes Noteholder to file any UCC Financing Statements or amendments thereto that Noteholder deems appropriate in connection with the Loan.

24. No Waiver of Remedies. Except as may be expressly set forth herein, nothing contained in this Agreement shall prejudice, act as, or be deemed to be a waiver of any right or remedy available to Noteholder by reason of the occurrence or existence of any fact, circumstance or event constituting a default or an Event of Default under the Note or any other Loan Document. Assumptor hereby acknowledges that the modifications provided herein shall not entitle Assumptor to any other or future modifications of the Loan Documents in the same, similar or other circumstances.

25. Waiver of Acceleration. Noteholder hereby agrees that it shall not exercise its right to cause all sums secured by the Mortgage to become immediately due and payable because of the conveyance of the Property to Assumptor; provided, however, Noteholder reserves its right under the terms of the Mortgage or any other Loan Document to accelerate all principal and interest in the event of any subsequent sale, transfer, encumbrance or other conveyance of the Property, or any interest in Assumptor, except as permitted by any Loan Document.

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26. [Intentionally Deleted]

27. Confirmation of Security Interest. Nothing contained herein shall affect or be construed to affect any lien, charge or encumbrance created by any Loan Document or the priority of that lien, charge or encumbrance.

28. UCC Release Preparation. Noteholder hereby authorizes Assumptor to, and Assumptor hereby acknowledges and agrees that it shall, prepare, file and/or record any and all UCC-3 releases relating to Borrowers or Original Borrowers. Assumptor hereby agrees to indemnify and hold harmless Noteholder for, from and against any and all losses, claims, liabilities, damages and costs and expenses arising from or relating to the non-release of (or the allegation of the non-release of) security interests relating to the Loan to Borrowers or Original Borrowers.

29. Integration; Interpretation. The Original Loan Documents and this Agreement and the documents contemplated hereby, contain or expressly incorporate by reference the entire agreement of the parties thereto with respect to the matters contemplated herein and supersede all prior negotiations. Neither the Original Loan Documents nor this Agreement and the documents contemplated hereby shall be modified except by written instrument executed by the applicable parties thereto. Any reference in any of the Original Loan Documents or this Agreement and the documents contemplated hereby to the Property shall include all or any parts of the Property.

30. No Other Changes. Except as expressly modified and superseded by this Agreement, the terms and provisions of the Original Loan Documents are ratified, confirmed and approved and shall continue in full force and effect. In elaboration and not by way of limitation of the foregoing, all pledges and grants of security interests are ratified, confirmed and approved and Assumptor hereby pledges and assigns to Noteholder, and grants to Noteholder, a security interest in all collateral previously pledged or assigned or with respect to which a security interest was previously granted. Any property or rights to or interests in property granted as security in the Original Loan Documents shall remain as security for the Loan and the obligations of Assumptor under the Original Loan Documents as hereby modified.

31. Entire Agreement. The Loan Documents contain the entire understanding and agreement of Assumptor and Noteholder in respect of the Loan and supersede all prior representations, warranties, agreements, arrangements, and understandings. No provision of the Loan Documents may be changed, discharged, supplemented, terminated or waived except in a writing signed by Assumptor and Noteholder.

32. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the heirs, successors and assigns of the parties but, with respect to any future transfers to heirs, successors or assigns, shall be subject to all prohibitions of transfers contained in any Loan Document.

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33. Attorneys’ Fees; Enforcement. If any attorney is engaged by Noteholder to enforce, construe or defend any provision of this Agreement with respect to Assumptor, or as a consequence of any default under or breach of this Agreement by Assumptor, with or without the filing of any legal action or proceeding, Assumptor shall be obligated to pay to Noteholder, upon demand, the amount of all attorneys’ fees and costs reasonably incurred by Noteholder in connection therewith, together with interest thereon from the date of such demand at the rate of interest applicable to the principal balance of the Note as specified therein.

34. Choice of Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to conflicts of law principles. Assumptor to the full extent permitted by applicable law, (i) hereby knowingly, intentionally and voluntarily submits to the personal jurisdiction in the State of New Jersey over any suit, action, or proceeding by any person or entity arising from or relating to the Loan Documents, as amended hereby, (ii) agrees that any such action, suit or proceeding may be brought in any state or federal court in New Jersey, (iii) submits to the jurisdiction of such courts, and (iv) agrees that it will not bring any action, suit or proceeding in any other forum (but nothing herein shall affect the right of Noteholder to bring any action, suit or proceeding in any other forum). To the full extent permitted by law, Assumptor further (w) consents and agrees to service of any summons, complaint or other legal process in any such suit, action or proceeding by registered or certified U.S. Mail, postage prepaid, to Assumptor’s designated agent at the address set forth in Section 18 above, (x) agrees that such address shall be maintained (or at least 30 days prior written notice given to Noteholder of any change of address relating to such designated agent) and that any failure to so maintain shall be an Event of Default hereunder and under the Loan Documents, (y) consents and agrees that such service shall constitute in every respect valid and effective service (but nothing herein shall affect the validity or effectiveness of process served in any other manner permitted by law), and (z) covenants and agrees that Assumptor does not have an office in New Jersey and does not conduct business in New Jersey (and that if Assumptor either obtains an office in New Jersey or begins to conduct business in New Jersey, Assumptor shall notify Noteholder in writing within 10 days of such occurrence).

35. Waiver of Jury Trial. Assumptor, to the full extent permitted by law, hereby knowingly, intentionally and voluntarily, waives, relinquishes and forever forges the right to a trial by jury in any action or proceeding based upon, arising out of, or in any way relating to the Loan or the Loan Documents, as amended hereby or any conduct, act or omission of Noteholder, Original Borrowers, Borrowers or Assumptor, or any of their directors, officers, partners, managers, members, employees, agents, affiliates, predecessors, successors or assigns or any other persons, in each of the foregoing cases, whether sounding in contract, tort or otherwise.

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36. Miscellaneous. From time to time, Assumptor shall execute or procure and deliver to Noteholder such other and further documents and instruments evidencing, securing or pertaining to the Loan or the Loan Documents as shall be reasonably requested by Noteholder so as to evidence or effect the terms and provisions hereof. Time is of the essence in the performance of the covenants contained herein and in the Loan Documents. The paragraph headings are inserted for convenience of reference only and shall in no way alter, amend, define or be used in the construction or interpretation of the text of such paragraph. Whenever the context hereof so requires, reference to the singular shall include the plural and likewise, the plural shall include the singular; words denoting gender shall be construed to mean the masculine, feminine or neuter, as appropriate; and specific enumeration shall not exclude the general, but shall be construed as cumulative of the general recitation. If any clause or provision of this Agreement is or should ever be held to be illegal, invalid or unenforceable under any present or future law applicable to the terms hereof, then and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby, and that in lieu of each such clause or provision of this Agreement that is illegal, invalid or unenforceable, such clause or provision shall be judicially construed and interpreted to be as similar in substance and content to such illegal, invalid or unenforceable clause or provision, as the context thereof would reasonably suggest, so as to thereafter be legal, valid and enforceable. To facilitate execution, this Agreement and the documents contemplated hereby may be executed in as many counterparts as may be convenient or required and by facsimile or .pdf (except for the Mortgage Amendment which may be signed in counterpart but must contain original signatures). It shall not be necessary that the signature and acknowledgment of, or on behalf of, each party, or that the signature and acknowledgment of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures and acknowledgment of, or on behalf of, each of the parties hereto.

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IN WITNESS WHEREOF, Noteholder, Assumptor and New Guarantor have caused this Agreement to be duly executed as of the date first above written.

	NOTEHOLDER

	GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation

	By: Situs Holdings, LLC, a Delaware limited liability company d/b/a Hanover Street Capital Partners, acting in its capacity as servicer and not individually

		By:
		Name:
		Title:

Signature Page to Agreement

	ASSUMPTOR

	▇▇▇▇▇ National 1 ▇▇▇▇▇▇ Lyndhurst Holding, LLC, a Delaware limited liability company

	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	President

	NEW GUARANTOR:

	▇▇▇▇▇ National REIT I, Inc., a Maryland corporation

	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Chief Executive Officer

CONSENT AND RATIFICATION

The undersigned, ▇▇▇▇▇ National CY Lyndhurst MT, LLC hereby consents to the foregoing Agreement and reaffirms and acknowledges its release as set forth in Section 20 of the Agreement.

▇▇▇▇▇ National CY Lyndhurst MT, LLC, a Delaware limited liability company

	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	President

CONSENT AND RATIFICATION

The undersigned, ▇▇▇▇▇ ▇▇▇▇▇, hereby consents to the foregoing Agreement, reaffirms, reacknowledges and restates, to and for the benefit of Noteholder, effective as of the Effective Date all of its obligations under that (i) certain Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇ ▇▇▇▇▇ pertaining to the Loan (the “▇▇▇▇▇ Guaranty”) and (ii) that certain Environmental Liabilities Agreement dated August 31, 2007 executed by ▇▇▇▇▇ ▇▇▇▇▇ and pertaining to the Loan (the “Environmental Indemnity”). Except as expressly modified and amended by this Agreement, as applicable, all terms, covenants, conditions, and provisions of the ▇▇▇▇▇ Guaranty and the Environmental Indemnity shall remain unaltered and in full force and effect, and ▇▇▇▇▇ ▇▇▇▇▇ does hereby expressly ratify and confirm its obligations under the ▇▇▇▇▇ Guaranty and the Environmental Indemnity and any other Loan Document to which he is otherwise bound, as such Loan Documents are modified and amended hereby.

		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇▇

Signature Page to Agreement

SPOUSAL WAIVER AND CONSENT

The undersigned acknowledges that the undersigned is the spouse of ▇▇▇▇▇ ▇▇▇▇▇ (the “Guarantor Spouse”), who executed (i) that certain Guaranty dated as of August 31, 2007, and (ii) that certain Environmental Liabilities Agreement dated August 31, 2007, as each may be amended from time to time (collectively, the “Guaranties”). The undersigned hereby waives any requirement or right that she join in the execution of the Guaranties, or any amendment to the foregoing or any other document required for any transactions contemplated thereby or any amendment thereto, or any other document now or hereafter executed by any party to the Guaranties in connection with the indebtedness evidenced by the same, or that she consent to any of the foregoing documents, including, without limitation, the Loan Assumption and Modification Agreement to which this waiver and consent is attached. It is expressly understood that third parties, including, without limitation, German American Capital Corporation, and its successors, assigns and agents, are entitled to rely on the foregoing.

Date: September___, 2014

		/s/ ▇▇▇ ▇▇▇▇▇
		▇▇▇ ▇▇▇▇▇

Signature Page to Agreement

LIST OF EXHIBITS

Exhibit “A-1”

Original TIC Borrowers

Exhibit “A-2”

Borrower

Exhibit “B”

List of Assumption Agreements

Exhibit “C”

List of TIC Guaranties

Exhibit “D”

List of UCC Financing Statements

Exhibit “E”

Mortgage Amendment

Exhibit “F-1”

Assumption of Environmental Indemnity

Exhibit “F-2”

New Guaranty

Exhibit “G”

Property Manager Acknowledgement

Exhibit “H”

New Cash Management Agreement

Exhibit “I”

Control Agreement

Exhibit “J”

New Guarantor Solvency Certificate

Exhibit “K-1”

Form of Release from TIC Borrowers

Exhibit “K-2”

Release from ▇▇▇▇▇ Borrowers

Exhibit “L-1”

Form of Release from Noteholder to TIC Borrowers

Exhibit “L-2”

Release from Noteholder to ▇▇▇▇▇ Borrowers

Schedule 1

Ownership Structure of Assumptor

Exhibit “A-1”

Original TIC Borrowers

TIC CY Lyndhurst 1, LLC, a Delaware limited liability company

TIC CY Lyndhurst 2, LLC, a Delaware limited liability company

TIC CY Lyndhurst 3, LLC, a Delaware limited liability company

TIC CY Lyndhurst 4, LLC, a Delaware limited liability company

TIC CY Lyndhurst 5, LLC, a Delaware limited liability company

TIC CY Lyndhurst 6, LLC, a Delaware limited liability company

TIC CY Lyndhurst 7, LLC, a Delaware limited liability company

TIC CY Lyndhurst 8, LLC, a Delaware limited liability company

TIC CY Lyndhurst 10, LLC, a Delaware limited liability company

TIC CY Lyndhurst 12, LLC, a Delaware limited liability company

TIC CY Lyndhurst 13, LLC, a Delaware limited liability company

Exhibit “A-2”

Borrower

▇▇▇▇▇ National CY Lyndhurst H, LLC, a Delaware limited liability company

TIC CY Lyndhurst 1, LLC

TIC CY Lyndhurst 2, LLC

TIC CY Lyndhurst 3, LLC

TIC CY Lyndhurst 4, LLC

TIC CY Lyndhurst 5, LLC

TIC CY Lyndhurst 6, LLC

TIC CY Lyndhurst 7, LLC

TIC CY Lyndhurst 8, LLC

TIC CY Lyndhurst 9, LLC

TIC CY Lyndhurst 10, LLC

TIC CY Lyndhurst 11, LLC

TIC CY Lyndhurst 12, LLC

TIC CY Lyndhurst 13, LLC

TIC CY Lyndhurst 14, LLC

TIC CY Lyndhurst 15, LLC

TIC CY Lyndhurst 16, LLC

TIC CY Lyndhurst 17, LLC

TIC CY Lyndhurst 18, LLC

TIC CY Lyndhurst 19, LLC

TIC CY Lyndhurst 20, LLC

TIC CY Lyndhurst 21, LLC

TIC CY Lyndhurst 22, LLC

TIC CY Lyndhurst 23, LLC

TIC CY Lyndhurst 24, LLC

TIC CY Lyndhurst 25, LLC

TIC CY Lyndhurst 26, LLC

TIC CY Lyndhurst 27, LLC

TIC CY Lyndhurst 28, LLC

TIC CY Lyndhurst 29, LLC

TIC CY Lyndhurst 30, LLC

TIC CY Lyndhurst 31, LLC

TIC CY Lyndhurst 32, LLC

Exhibit “B”

Assumption Agreement dated as of September 28, 2007 and recorded in Official Records Book 1093, Page 255 of the Records, that certain Assumption Agreement dated as of September 28, 2007, and recorded in Official Records Book 1093, Page 271 of the Records, that certain Assumption Agreement dated as of September 28, 2007, and recorded in Official Records Book 1093, Page 287 of the Records, that certain Assumption Agreement dated as September 28, 2007 and recorded in Official Records Book 1093, Page 3 02 of the Records, that certain Assumption Agreement dated as of September 28, 2007 and recorded in Official Records Book 1093, Page 318 of the Records, that certain Assumption Agreement dated as of September 28, 2007 and recorded in Official Records Book 1093, Page 334 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 1100, Page 126 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 1100, Page 142 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 1100, Page 158 of the Records, that certain Assumption Agreement dated as of October 31,2007 and recorded in Official Records Book 1100, Page 174 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 11 00, Page 190 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 1100, Page 206 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 1100, Page 222 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 1100, Page 238 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 1100, Page 254 of the Records, that certain Assumption Agreement dated as of October 31, 2007 and recorded in Official Records Book 1100, Page 270 of the Records, that certain Assumption Agreement dated as of November 29, 2007 and recorded in Official Records Book 1101, Page 146 of the Records, that certain Assumption Agreement dated as of December 14, 2007 and recorded in Official Records Book 1102, Page 337 of the Records, that certain Assumption Agreement dated as of January 10, 2008 and recorded in Official Records Book 17174, Page 786 of the Records, that certain Assumption Agreement dated as of January 10, 2008 and recorded in Official Records Book 17174, Page 802 of the Records, that certain Assumption Agreement dated as of January 10, 2008 and recorded in Official Records Book 17174, Page 818 of the Records and that certain Assumption Agreement dated as of January 30, 2008 and recorded in Official Records Book 1106, Page 049 of the Records

Exhibit “C”

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, III in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by Theofane ▇▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇ ▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of August 31, 2007, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by Lily Bee in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by August ▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of October 31, 2007, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of September 28, 2007, executed by ▇▇▇▇▇▇▇ A.K. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of September 28, 2007, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of September 28, 2007, executed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of September 28, 2007, executed by ▇▇▇▇▇ ▇. ▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of September 28, 2007, executed by ▇▇▇▇ ▇▇▇▇ Gubler and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in favor of Original Lender.

Original TIC Principal Guaranty dated as of September 28, 2007, executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Veatriki Daskarolis in favor of Original Lender.

TIC Principal Guaranty dated as of November 29, 2007, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of December 14, 2007, executed by A. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of January 10, 2008, executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of January 10, 2008, executed by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ in favor of Original Lender.

TIC Principal Guaranty dated as of January 10, 2008, executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of Original Lender

Exhibit “D”

UCC Financing Statement reflecting ▇▇▇▇▇ S and ▇▇▇▇▇ National CY Lyndhurst H, LLC, as debtors, and Original Lender, as secured party, recorded in Official Records Book 105164 and 001744-R of the Records, as amended and/or assigned.

UCC Financing Statement reflecting TIC 1, TIC 2, TIC 3, TIC 4, TIC 5, TIC 6, TIC 7, TIC 8, TIC 10, TIC 12, and TIC 13, as debtors, and Original Lender, as secured party, recorded in Official Records Book 105166 and 001745-R of the Records, as amended and/or assigned.

UCC Financing Statement reflecting TIC 9, TIC 11, TIC 14, TIC 15, TIC 16, and TIC 17, as debtors, and Original Lender, as secured party, recorded in Official Records Book 113672 and 001893-R of the Records, as amended and/or assigned.

UCC Financing Statement reflecting TIC 18, TIC 19, TIC 20, TIC 21, TIC 22, TIC 23, TIC 24, TIC 25, TIC 26 and TIC 27, as debtors, and Original Lender, secured party, recorded in Official Records Book 136159 and 002309-R of the Records, as amended and/or assigned.

UCC Financing Statement reflecting TIC 28, as debtor, and Original Lender, secured party, recorded in Official Records Book 2516 and 000060 of the Records, as amended and/or assigned.

UCC Financing Statement reflecting TIC 29, as debtor, and Original Lender, as secured party, recorded in Official Records Book 138174 and 002343 of the Records, as amended and/or assigned.

UCC Financing Statement reflecting TIC 30, TIC 31, and TIC 32, as debtors, and Original Lender, as secured party, recorded in Official Records Book 11345 and 000206-R of the Records, as amended and/or assigned.

UCC Financing Statement reflecting ▇▇▇▇▇ S, and ▇▇▇▇▇ H, as debtors, and Original Lender, as secured party, filed under File No. 2007 3715603 with the Delaware Secretary, as amended and/or assigned.

UCC Financing Statement reflecting TIC 1, TIC 2, TIC 3, TIC 4, TIC 5, TIC 6, TIC 7, TIC 8, TIC 10, TIC 12, and TIC 13, as debtors, and Original Lender, as secured party, filed under File No. 2007 3391678 with the Delaware Secretary of State (“Delaware Secretary”), as amended and/or assigned.

UCC Financing Statement reflecting TIC 9, TIC 11, LLC, TIC 14, LLC, TIC 15, TIC 16, and TIC 17 as debtors, and Original Lender, as secured party, filed under File No. 2007 3715603 with the Delaware Secretary, as amended and/or assigned.

UCC Financing Statement reflecting TIC 18, TIC 19, TIC 20, TIC 21, TIC 22, TIC 23, LLC, TIC 24, TIC 25, TIC 26 and TIC 27, as debtors, and Original Lender, as secured party, filed under File No. 2007 4148721 with the Delaware Secretary, as amended and/or assigned.

UCC Financing Statement reflecting TIC 28, as debtor, and Original Lender, as secured party, filed under File No. 2007 4729835 with the Delaware Secretary, as amended and/or assigned.

UCC Financing Statement reflecting TIC 29, as debtor, and Original Lender, as secured party, filed under File No. 2007 4521497 with the Delaware Secretary, as amended and/or assigned.

UCC Financing Statement reflecting TIC 30, TIC 31, and TIC 32, as debtors, and Original Lender, secured party, filed under File No. 2008 0132926 with the Delaware Secretary, as amended and/or assigned.

Exhibit “E”

PREPARED BY AND
WHEN RECORDED MAIL TO:

▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.

▇▇▇▇▇▇▇ Coie LLP

▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

THIS SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is dated as of September ___, 2014, by and German American Capital Corporation, a Maryland corporation (“Noteholder”), and ▇▇▇▇▇ National 1 ▇▇▇▇▇▇ Lyndhurst Holding, LLC, a Delaware limited liability company (“Assumptor”).

RECITALS

A. On or about August 31, 2007, Citigroup Global Markets Realty Corp., a New York corporation (“Original Lender”), made a loan (the “Loan”) to ▇▇▇▇▇ National CY Lyndhurst H, LLC, a Delaware limited liability company, ▇▇▇▇▇ National CY Lyndhurst S, LLC, a Delaware limited liability company, and each of the parties listed on “Exhibit A” attached hereto (collectively “Original Borrower”), in the original principal amount of Thirty-Four Million Three Hundred Fifty Thousand and no/100 Dollars ($34,350,000.00).

B. The Loan is evidenced by, among other things, that certain Fixed Rate Note dated August 31, 2007 (the “Note”) in the original principal amount of Thirty-Four Million Three Hundred Fifty Thousand and no/100 Dollars ($34,350,000.00) executed by Original Borrower in favor of Original Lender, as transferred to ▇▇▇▇▇ Fargo Bank, N.A., as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2008-C7, Commercial Mortgage Pass-Through Certificates, Series 2008-C7 (“▇▇▇▇▇ Fargo”) pursuant to that certain Allonge executed by Original Lender, as further transferred to CGCMT ▇▇▇▇-▇& ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a New Jersey Limited Liability Company (“CGCMT”), pursuant to that certain Allonge date September 13, 2010 executed by ▇▇▇▇▇ Fargo, as further assigned to MTGLQ Investors, L.P., a Delaware limited partnership (“MTGLQ”) pursuant to that certain Allonge dated November 18, 2010 executed by CGCMT, as further assigned to Special Situations Investing Group II, LLC, a Delaware limited liability company (“Special Situations”) pursuant to that certain Allonge executed by MTGLQ, as further assigned to Noteholder pursuant to that certain Allonge executed by Special Situations, and Noteholder currently holds the Note.

C. The Loan is secured by, among other things, (i) that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated August 31, 2007 (the “Mortgage”), executed by Original Borrower for the benefit of Original Lender, and covering the real and personal property more particularly described therein (the “Property”), recorded in the Office of the County Recorder of ▇▇▇▇▇▇ County, New Jersey (the “Official Records”) in Book 16984, Page 845, as assigned pursuant to that certain Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded in Book 1432, Page 174 in the Official Records, and as further assigned pursuant to that certain Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing and Other Loan Documents recorded in Book 540, Page 1290 in the Official Records, and as assumed, modified and amended by those certain Assumption Agreements described on Exhibit “B” attached hereto (collectively, the “Assumption Agreements”), and as further amended by that certain First Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing made as of February 29, 2008 and recorded in Book 1125, Page 369 in the Official Records (the “First Amendment”) and as assigned to Noteholder pursuant to that certain Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated May 1, 2013 and recorded on May 24, 2013, in Book V 1402, Page 1333 in the Official Records; and (ii) that certain Assignment of Leases and Rents (the “Assignment”), dated August 31, 2007, executed by Original Borrower for the benefit of Original Lender, recorded in the Official Records in Book 16984, Page 932, as amended by the Assumption Agreements and the First Amendment.

D. The Note, the Mortgage, the Assignment and all of the other documents evidencing, securing, or relating to the Loan may be collectively referred to in this Amendment as the “Loan Documents.”

E. Noteholder, Assumptor and other parties have entered into that certain Assumption and Loan Modification Agreement (the “Loan Modification Agreement”) which, among other things, assigns the Loan to Assumptor. Pursuant to the Loan Modification Agreement, Assumptor and Noteholder have agreed to execute this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assumptor and Noteholder hereby agree as follows:

1. Security. The Mortgage is hereby amended to reflect that the Mortgage secures, among other things, the Note, the Loan and the Obligations (as defined in the Mortgage), as amended by the Loan Modification Agreement.

2. Definitions. All references to the Note and any other Loan Document in the Mortgage shall be deemed to refer to such agreements, documents and instruments as modified, including by the Loan Modification Agreement. All references to the Loan shall be deemed to refer to the Loan as modified by the Loan Modification Agreement. All references to the Note or Notes shall be deemed to refer to the Note, as modified by the Loan Modification Agreement

3. Full Force and Effect. Other than as amended hereby or by the Loan Modification Agreement, the Mortgage shall remain in full force and effect.

4. Miscellaneous. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. A facsimile or electronic copy of the signature pages of this Amendment shall be effective and binding upon the parties as if such signatures were original signatures. Should any provision of this Amendment be declared or determined by any court to be illegal or invalid, the validity of the remaining provisions of this Amendment shall not be affected thereby.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day above first written.

ASSUMPTOR:

Witnessed or Attested by:	▇▇▇▇▇ National 1 ▇▇▇▇▇▇ Lyndhurst Holding, LLC, a Delaware limited liability company


	By:
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	President

STATE OF__________	:
	:	ss.
COUNTY OF________	:

I CERTIFY that on September _____, 2014, ____________________________ personally came before me and this person acknowledged under oath, to my satisfaction, that:

(a)

this person signed, sealed and delivered the attached document as Authorized Signatory of______, the ______________of ___________ named in this document; and

(b)

this document was signed and made by the __________as its voluntary act and deed by virtue of authority from its ________.


		NOTARY PUBLIC

	NOTEHOLDER:

	GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation

	By: Situs Holdings, LLC, a Delaware limited liability company d/b/a Hanover Street Capital Partners, acting in its capacity as servicer and not individually

		By:
		Name:
		Title:

Witnessed or Attested by:

_______________________________________________:

STATE OF__________	:
	:	ss.
COUNTY OF________	:

I CERTIFY that on September _____, 2014, ____________________________ personally came before me and this person acknowledged under oath, to my satisfaction, that:

(a)

this person signed, sealed and delivered the attached document as Authorized Signatory of ______, the ______________ of German American Capital Corporation named in this document; and

(b)

this document was signed and made by the __________ as its voluntary act and deed by virtue of authority from its ________.


		NOTARY PUBLIC

Exhibit A to Amendment to Mortgage