Preview | Assumption and Release Agreement |

THIS ASSUMPTION AND RELEASE AGREEMENT (this Agreement) is made effective as of August 17, 2006, by and among A-S 60 HWY 75-LOY LAKE, L.P., a Texas limited partnership (Original Borrower), STEVEN D. ALVIS, JAY K. SEARS, H. DEAN LANE, JR. and KYLE D. LIPPMAN (collectively, Original Borrower Principal), MB SHERMAN TOWN CENTER LIMITED PARTNERSHIP, an Illinois limited partnership (Assumptor), MINTO BUILDERS (FLORIDA), INC., a Florida corporation (New Borrower Principal), and WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-CIBC10 (Noteholder).

A. Original Borrower executed and delivered to the order of JPMorgan Chase Bank, a New York banking corporation (Lender), a certain Fixed Rate Note dated June 15, 2004 (together with all addenda, modifications, amendments, riders, exhibits and supplements thereto, the Note), in the stated principal amount of $39,650,000.00, which Note evidences a loan (the Loan) made by Lender to Original Borrower. To secure the repayment of the Note, Original Borrower, among other things, executed and delivered a Deed of Trust and Security Agreement executed by Original Borrower to Reno Hartfiel, as trustee, for the benefit of Lender, as beneficiary, dated as of June 15, 2004, recorded in the Real Property Records of Grayson

County, Texas, in Volume 3680, Page 231 (together with all addenda, modifications, amendments, riders, exhibits and supplements thereto, the Security Instrument), that grants a lien on certain property described on Exhibit A attached hereto and incorporated herein by reference and more particularly described in the Security Instrument (the Property). Original Borrower is liable for the payment and performance of all of Original Borrowers obligations under the Note, the Security Instrument and all those other documents listed on Exhibit B attached hereto together with all addenda, riders, exhibits and supplements thereto all of which are incorporated herein by reference as though fully set forth herein (the Note, the Security Instrument and such other documents and instruments are hereinafter referred to as the Loan Documents).

B. Each of the Loan Documents has been duly assigned or endorsed to Noteholder.

C. Noteholder, as the holder of the Note and beneficiary under the Security Instrument, has been asked to consent to the transfer of the Property to Assumptor (the Transfer) and the assumption by Assumptor and New Borrower Principal of the obligations of Original Borrower and Original Borrower Principal, respectively, under the Loan Documents (the Assumption).

D. Noteholder has agreed to consent to the Transfer and the Assumption subject to the terms and conditions stated below.

E. Section 3.08 of that certain Pooling and Servicing Agreement dated as of November 23, 2004 (the PSA) authorizes Midland Loan Services, Inc., a Delaware corporation (Master Servicer), as Master Servicer under the PSA, on behalf of Noteholder, under certain terms and conditions to waive the due on sale clause and facilitate the Transfer and the Assumption, and Master Servicer has elected to do so on the terms and conditions set forth in this Agreement. Master Servicers execution and delivery of this Agreement is binding upon Noteholder pursuant to the PSA.

AGREEMENT:

In consideration of the foregoing and the mutual covenants and promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Noteholder, Original Borrower, Original Borrower Principal, Assumptor and New Borrower Principal agree as follows:

1. Incorporation of Recitals. The foregoing recitals are incorporated herein as a substantive, contractual part of this Agreement.

2. Assumption of Obligation. Assumptor agrees to and does hereby assume as of the origination date of the Loan, all of the payment and performance obligations of Original Borrower set forth in the Note, the Security Instrument and the other Loan Documents in accordance with their respective terms and conditions, as the same may be modified by this Agreement including, without limitation, payment of all sums due and payable under the Note. Assumptor further agrees to abide by and be bound by all of the terms of the Loan Documents, all as though each of the Loan Documents had been made, executed and delivered by Assumptor. The provisions of the Loan Documents are incorporated herein by reference as if fully set forth

herein. Assumptor acknowledges and agrees that any reference to Original Borrower in the Loan Documents shall be deemed to refer to Assumptor. Assumptor hereby adopts, ratifies and confirms as of the date hereof all of the representations, warranties and covenants of Original Borrower contained in the Loan Documents in connection with the Loan (including, but not limited to, the warranty of title set forth in, and the other terms and provisions of, Section 5.2 of the Security Instrument) as if Assumptor was Original Borrower named in the Loan Documents, and, without limitation of the foregoing, Assumptor hereby represents, warrants, and covenants that Assumptor has good, indefeasible, and insurable fee simple title to the real property comprising part of the Property and good and indefeasible title to the balance of the Property, free and clear of all liens whatsoever except the Permitted Exceptions (as defined in the Security Instrument), such other liens as are permitted pursuant to the Loan Documents and the liens created by the Loan Documents.

3. Original Borrowers Acknowledgments, Representations and Warranties. Original Borrower acknowledges, represents and warrants to Noteholder as of the date of this Agreement that:

(a) The Note has an unpaid principal balance as of the date of this Agreement, of $38,448,939.41 and prior to default bears interest at the rate of 4.95% per annum, subject to adjustment as, and to the extent, set forth in the Note. There are presently the following balances in the indicated reserve accounts (each of the following terms for the individual reserve accounts are defined in the Escrow Agreement, as defined on Exhibit B) maintained by Noteholder in connection with the Loan: (i) $809,915.67 in the Tax and Insurance Funds reserve account, (ii) $116,846.24 in the TI & LC Funds reserve account, (iii) $58,640.64 in the On-going Replacement Reserve, (iv) $3,856.72 in the Tenancy Reserve Funds reserve account, and (v) $0.00 in the Construction Reserve Funds reserve account. Contemporaneously herewith, Original Borrower has transferred and assigned to Assumptor all right, title and interest of Original Borrower in and to such reserve accounts.

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