ASSUMPTION AND RELEASE AGREEMENT



     This Assumption and Release Agreement ("Agreement") is made effective as of

September 28, 2001, by and among WATERTON  ROCK,  LIMITED,  an Arkansas  limited

partnership ("Transferor"),  DAVID R. SCHWARTZ and PETER M. VILIM ("Original Key

Principals") LANDINGS ACQUISITION,  L.L.C., a Missouri limited liability company

("Transferee"),  MAXUS REALTY TRUST, INC., a Missouri  corporation (the "New Key

Principal") and FANNIE MAE, a corporation  organized and existing under the laws

of the United States of America,  formerly  known as Federal  National  Mortgage

Association.



                                    RECITALS:



     A. Fannie Mae is the holder of that certain  Multifamily  Note (as modified

by the Addendum to  Multifamily  Note, the "Note") dated August 15, 1997, in the

original  principal  amount of  $4,000,000.00  made by  Transferor  to Berkshire

Mortgage  Finance  Limited  Partnership,  a  Massachusetts  limited  partnership

("Original  Lender"),  which Note  evidences  a loan  ("Loan")  made by Original

Lender to  Transferor.  To secure the  repayment  of the Note,  Transferor  also

executed and delivered a Multifamily Mortgage,  Assignment of Rents and Security

Agreement,   including  a  Rider  to  Multifamily   Instrument   (the  "Security

Instrument"), dated as of August 15, 1997, recorded in the Office of the Circuit

County  Clerk and  Recorder of Pulaski  County,  State of Arkansas on August 18,

1997, as Instrument No.  97-052920 that grants a lien on the property  described

in Exhibit A to this  Agreement (the  "Property").  The Transferor is liable for

the payment and performance of all of Transferor's  obligations  under the Note,

the Security  Instrument and all other documents executed in connection with the

Loan,  as  listed  on  Exhibit  B to this  Agreement  (collectively,  the  "Loan

Documents").  Each of the Loan  Documents  has been duly assigned or endorsed to

Fannie Mae. The current servicer of the Loan is Original Lender ("Servicer").



     B. The Original Key  Principals  are liable for the  obligations  under the

Acknowledgment  and  Agreement of Key  Principal to Personal  Liability  for the

Exceptions  to  Non-Recourse  Liability  contained  in  the  Note  and  Security

Instrument (the "Acknowledgment").



     C. Fannie Mae has been asked to consent to the  transfer of the Property to

the Transferee  and the  assumption by the Transferee of the  obligations of the

Transferor under the Loan Documents.





{PAGE}



     D. Fannie Mae has been asked to consent to the release of the  Original Key

Principals from their respective obligations under the Acknowledgment and accept

the  assumption  by the  New  Key  Principal  of the  Original  Key  Principals'

obligations under the Acknowledgment.



     E.  Fannie Mae has agreed to consent to the  transfer  of the  Property  by

Transferor to Transferee subject to the terms and conditions stated below.



     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,  Fannie  Mae,  Transferor,

Original Key Principals, Transferee and New Key Principal agree as follows:



     1.  Assumption of Obligations.  The Transferee  agrees to assume all of the

payment and performance obligations of the Transferor 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 under  the  Note.  The

Transferee  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 the Transferee.



     2.   Transferor's   and  Original  Key  Principals'   Representations   and

Warranties. The Transferor and the Original Key Principals represent and warrant

to Fannie Mae as of the date of this Agreement that:



          (a) The Note has an unpaid  principal  balance of  $3,839,130.53,  and

prior to default bears interest at the rate of seven and 66/100 percent  (7.66%)

per annum;



          (b) The Note requires that monthly  payments of principal and interest

in the amount of  $28,408.12  be made on or before  the first  (1st) day of each

month,  continuing to and including  September 1, 2007,  when all sums due under

the Loan Documents will be immediately due and payable in full;



          (c)  Based  solely  on the  title  commitment  delivered  to Lender in

connection with this  transaction and  Transferor's and Original Key Principals'

knowledge, the Security Instrument is a valid first lien on the Property for the

full unpaid  principal amount of the Loan and all other amounts as stated in the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC