That Existing Lender has agreed in writing to (i) consent to the conveyance and transfer of the Property to Buyer, subject to the Existing Loan Documents, (ii) approve the assumption by Buyer and its guarantor of the obligations of RT Hudson and Guarantor under the Existing Loan Documents and (iii) release RT Hudson and Guarantor from liability under the Existing Loan Documents with respect to matters first arising or accruing after the Closing Date (the foregoing items (i), (ii) and (iii) being hereinafter collectively referred to as the “ Loan Assumption Condition ”). Within three (3) Business Days following the Effective Date, RT Hudson shall request a loan assumption application form from Existing Lender. Buyer agrees to submit a fully-completed loan assumption application along with any required loan application fees, loan servicing and processing fees and deposits to Existing Lender within five (5) Business Days after receipt of Existing Lender’s loan assumption application form, and Buyer shall thereafter use good faith and diligent efforts to satisfy the Loan Assumption Condition. In connection with the foregoing, Buyer agrees (x) to reasonably cooperate with Existing Lender’s customary requests for delivery of information, (y) to enter into loan assumption documents in form and content customarily required of similarly situated buyers in similar transactions but in any event consistent with the terms of the Existing Loan Documents, and (z) to comply with any other commercially reasonable requirements and conditions of Existing Lender consistent with the terms of the Existing Loan Documents. Buyer acknowledges that the documents by which RT Hudson and Guarantor assumed the Existing Loan Documents are commercially reasonable. Buyer agrees to provide such opinions as may be customarily required by Existing Lender consistent with the Existing Loan Documents. In addition, Buyer acknowledges and agrees that (A) Buyer or its permitted assignee may be required to constitute a new single purpose entity to satisfy Existing Lender’s special purpose entity requirements and Buyer will take such reasonable action in connection therewith so as to not delay the Existing Loan assumption process, and (B) any requirements of Existing Lender that Buyer continue to escrow or deposit of real estate taxes, tenant inducement and improvement costs, deferred maintenance or any other reserves or impounds provided for under the Existing Loan Documents shall not be deemed a material modification of the Existing Loan. Buyer acknowledges that the economic terms of the Existing Loan shall not be modified in connection with the satisfaction of the Loan Assumption Condition and that Buyer’s obligation to perform under this Agreement shall not be conditioned upon Existing Lender providing any modifications to the economic terms of the Existing Loan. Buyer agrees to pay any commercially reasonable loan assumption fee required by Existing Lender as a requirement for satisfying the Loan Assumption Condition, as well as all other costs and expenses of Existing Lender related to the assumption of the Existing Loan, including without limitation, all reasonable attorneys’ fees, title costs, appraisals fees, processing fees, filing fees, mortgage taxes, and title insurance policy or endorsement premiums and other actual third party costs incurred by Existing Lender in connection with Buyer’s application for assumption of the Existing Loan, which obligation shall survive the Closing or the sooner termination of this Agreement. Buyer further agrees that SSC IV, L.P., a Delaware limited partnership (“ Buyer’s Guarantor ”), shall be submitted to Existing Lender as a substitute and replacement guarantor/indemnitor to replace Guarantor under the Existing Loan Documents. Buyer represents and warrants to Sellers that Buyer’s Guarantor has a net worth of at least $100,000,000.00 as of the Effective Date and will have a net worth of at least $100,000,000.00 on the Closing Date.