**INSTRUCTION SHEET-- DO NOT RECORD (DETACH THIS PAGE)**

This document contains **Fill-In** and/or **Merge fields** and may also
contain document **Comments**. To use this feature, press the F11 key to
navigate to the next Fill-in or Merge Field and type in the required
information; optionally, you may Press F9 to display a dialog box
containing the prompt for each Fill-in. (For merge codes, F9 will
display the code in the body of the document). Users may also display or
hide all fields at once by pressing ALT + F9. The Center in Fresno has
provided documents with Fill-In Fields since 1997. Our lending partners
have appreciated the convenience that these codes provide.

TIP: When a document is ready to be printed, change [View]{.underline}
to [Normal]{.underline} or click Markup on the [View]{.underline} menu
to hide comments for printing.

CDC: This document may be executed by you if you hold a special
delegation of authority or power of attorney to do so. When the
Assumption Agreement has been executed by all appropriate parties,
please keep a copy for your records and forward the original to SBA as
follows:

Little Rock Commercial Loan Servicing Center

Attn: Collateral Cashier

2120 Riverfront Drive, Suite 100

Little Rock, Arkansas 72202

**ASSUMPTION AGREEMENT**

SBA Loan No.

SBA Loan Name:

**[Parties]{.underline}**

This Agreement, dated for reference November 13, 2023, is between
(\"Buyer\"), (\"Borrower\") and The Small Business Administration, an
Agency of the United States Government (\"SBA\").

**[Recitals]{.underline}**

A.  SBA is the holder of a Promissory Note executed by Borrower on , in
    the original principal amount of \$ ("Note") and a current
    outstanding balance of \$. Borrower has also executed an
    Authorization for Debenture Guarantee Loan Agreement, a Servicing
    Agent Agreement, Security Instruments and other documents in
    connection with the loan ("SBA Loan Documents").

B.  Borrower\'s repayment obligation is secured by a lien(s) and/or
    security interest(s) upon or in Borrower's real and/or personal
    property as described in the SBA Loan Documents ("Encumbered
    Property").

C.  Buyer has purchased or is about to purchase all or part of the
    Encumbered Property and desires to assume all of Borrower's
    obligations to SBA.

D.  A transfer of the Encumbered Property without SBA\'s consent is a
    default under the terms of the SBA Loan Documents and SBA\'s consent
    is conditioned upon Buyer\'s unconditional assumption of the
    Borrower\'s obligations to the SBA.

**[Agreement Terms]{.underline}**

In consideration of the representations, promises and conditions in this
agreement, the parties agree as follows:

1.  [Assumption of Debt and Related Obligations]{.underline} - Effective
    upon transfer of the Encumbered Property and/or Business to Buyer,
    Buyer assumes all of Borrower\'s obligations to SBA. Buyer agrees to
    pay SBA the unpaid principal balance, all interest accrued on the
    Note, the fees specified in the Servicing Agent Agreement, and all
    other amounts required by the SBA Loan Documents. Buyer also agrees
    to perform all of the Borrower's obligations contained in the SBA
    Loan Documents as if Buyer was the original borrower. SBA gives its
    one-time consent to the conveyance of the Encumbered Property to
    Buyer.

2.  [RATIFICATION OF NOTE]{.underline} - All of the prior acts of
    Borrower and the guarantor(s), specifically inclusive of but not
    limited to all of the provisions of the Promissory Note and the SBA
    Loan Documents, are in all respects hereby ratified and approved,
    and all provisions of the Promissory Note and the SBA Loan Documents
    are in full force and effect.

3.  [No Novation]{.underline} - Buyer and Borrower understand that this
    transaction is not a novation (new obligation). All security
    instruments now in effect will remain in effect and will bind the
    Buyer. SBA\'s rights and remedies under the security instruments
    will not be limited, changed or impaired by the transfer of the
    collateral or by anything in this agreement.

4.  [No Release]{.underline} - This agreement does not release the
    Borrower nor any Guarantors from liability to SBA.

5.  [No Offsetting Claims]{.underline} - Buyer and Borrower acknowledge
    that none of the Borrower\'s obligations under the SBA Loan
    Documents are subject to any right of offset, defense or
    counterclaim of any kind.

6.  [No Reliance]{.underline} - Buyer and Borrower have each conducted
    such investigation and obtained such independent legal or other
    advice as they have decided is necessary and have not relied upon
    the SBA, its agents, employees or attorneys in entering into this
    agreement.

7.  [Legal Capacity and Authority]{.underline} - Buyer and Borrower
    warrant to SBA that each has the legal capacity to enter into this
    agreement and perform the obligations it creates. Buyer and Borrower
    also warrant that the individuals signing below have the requisite
    legal authority to execute this agreement on their behalf.

8.  [Further Assurances and Documentation]{.underline} - Buyer and
    Borrower will execute all other documents required by SBA and comply
    with all other conditions SBA imposes. Buyer will be in default
    under this agreement and under the SBA Loan Documents unless Buyer
    has delivered (and executed as appropriate) to SBA or its designee,
    the following:

-   Buyer's Federal Tax I.D. number;

-   A copy of the executed Agreement to Purchase the Encumbered
    Property;

-   SBA Form 912, Statement of Personal History for each Buyer and (new)
    Guarantor;

-   Proof of Hazard Insurance in favor of Buyer naming SBA/CDC
    mortgagee/loss payee;

-   Flood Zone Certification (if applicable);

-   Board/Members Resolution to Borrow/Assume (SBA Form 160 Optional);

-   Secretary of State's Statement of Good Standing;

-   Articles of Incorporation/Organization (Corp./LLC);

-   Corporate Bylaws (Corp.);

-   Operating Agreement (LLC);

-   Partnership Agreement or SBA Form 160A Certificate as to Partners
    (Partnerships);

-   Guaranty (SBA Form 148) of ;

-   Assignment of Lease between \_\_\_\_\_\_\_\_\_\_\_\_\_ and
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_;

-   Satisfactory Environmental Questionnaire/Report;

-   A copy of the escrow closing statement;

-   Proof of payment of past and current real property taxes and
    assessments due and payable;

-   Life Insurance, if applicable; and

-   Other

9.  [Modification]{.underline} - This agreement may not be modified
    except in writing signed by the parties to be charged. It supersedes
    all prior written or oral understandings or negotiations concerning
    the assumption of this loan.

10. [No Assignment OR TRANSFER - DEFAULT]{.underline} - Buyer shall not
    assign any of its rights or delegate any of its obligations under
    this Agreement or under the Note or other SBA Loan Documents without
    SBA's prior written consent. Any attempted assignment or delegation,
    or transfer of any part of the Encumbered Property, without SBA's
    written consent, will be a default giving SBA the right to foreclose
    its interest in all of the Encumbered Property.

11. [Governing Law]{.underline} - This agreement shall be interpreted
    and enforced in accordance with federal law.

12. [Environmental Warranty]{.underline} - Borrower and Buyer represent
    and warrant that they and any tenant of the Encumbered Property have
    complied and will continue to comply with all laws, rules, and
    regulations related to land use, zoning, or environmental
    protection. Buyer agrees that it shall not cause or permit to exist,
    intentionally or unintentionally, any unlawful leaking, pumping,
    emitting, pouring, emptying or dumping of a toxic material,
    hazardous substance or hazardous waste into air or waters or onto or
    beneath lands. The Buyer and Borrower must notify SBA of any risk of
    contamination of the Encumbered Property by any hazardous substance,
    hazardous wastes, or toxic material.

13. [ENVIronmental Indemnity]{.underline} - SBA is relying upon the
    warranties in this agreement in consenting to the assumption.
    Borrower and Buyer agree, jointly and severally, to hold SBA/CDC
    harmless from any loss, including but not limited to penalties,
    fines, claims, costs (including clean-up costs) and other expenses,
    including consultants or experts' expenses, which arise as a result
    of any inaccuracy or any breach of the warranties and promises in
    this agreement. This environmental indemnity will survive the term
    of this agreement and will not terminate by virtue of payment in
    full, foreclosure or acceptance of a deed in lieu of foreclosure.

14. [SEVERABILITY]{.underline} -- If any of the provisions of this
    document are deemed invalid, all remaining provisions will
    nonetheless remain in force.

15. [RIGHTS, NOTICES, AND DEFENSES WAIVED]{.underline} - Borrower and
    Buyer agree if, by operation of law or otherwise, one or both of
    them become a surety, that they (a) grant to SBA full power, in its
    uncontrolled discretion and without notice, to deal in any manner
    with the liabilities and collateral for the Note and (b) waive all
    of the following rights, notices and defenses to the extent
    permitted by law:

-   [The Right to]{.underline}:

-   Require presentment, protest, or demand;

-   Redeem any Collateral before or after SBA disposes of it;

-   Have any disposition of Collateral advertised; and

-   Require a valuation of Collateral before or after SBA disposes of
    it.

-   [Notice of]{.underline}:

-   Any default under the Note or under any SBA Loan Document;

-   Presentment, dishonor, protest, or demand;

-   Execution of any SBA Loan Document;

-   Any action or inaction on the Note or Collateral, such as
    disbursements, payment, nonpayment, acceleration, intent to
    accelerate, assignment, collection activity, and incurring
    enforcement expenses;

-   Any change in the financial condition or business operations of any
    person or entity related to the SBA Loan;

-   Any changes in the terms of the Note or other Loan Documents, except
    increases in the amounts due under the Note; and

-   The time or place of any sale or other disposition of Collateral.

-   [Defenses based upon any claim that]{.underline}:

-   SBA or its agent failed to obtain any guarantee;

-   SBA or its agent failed to obtain, perfect, or maintain a security
    interest in any property offered or taken as Collateral;

-   SBA or its agent or others improperly valued or inspected the
    Collateral;

-   The Collateral changed in value, or was neglected, lost, destroyed,
    or underinsured;

-   SBA or its agent impaired the Collateral;

-   SBA or its agent did not dispose of any of the Collateral;

-   SBA or its agent did not conduct a commercially reasonable sale;

-   SBA or its agent did not obtain the fair market value of the
    Collateral;

-   SBA or its agent did not make or perfect a claim upon the death or
    disability of any person;

-   The financial condition of any person or entity was overstated or
    has adversely changed;

-   SBA or its agent made errors or omissions in Loan Documents or
    administration of the Loan;

-   SBA or its agent did not seek payment from any other person or
    entity, or any Collateral before demanding payment from Surety;

-   SBA or its agent impaired Surety's suretyship rights;

-   SBA or its agent modified the Note terms, other than to increase
    amounts due under the Note;

-   If SBA or its agent modifies the Note to increase the amounts due
    under the Note without Surety's consent, Surety will not be liable
    for the increased amounts and related interest and expenses, but
    remains liable for all other amounts;

-   Borrower has avoided liability on the Note;

-   SBA or its agent has taken an action allowed under the Note, this
    agreement, or other Loan Documents; or

-   All rights and defenses arising out of an election of remedies by
    the creditor, even though that election of remedies such as a
    non-judicial foreclosure with respect to security for a guaranteed
    obligation, has destroyed the Surety's rights of subrogation and
    reimbursement against the principal by the operation of law or
    otherwise.

16\. [COUNTERPART EXECUTION]{.underline} - This Agreement may be
executed in any number of counterparts, all of which taken together
shall constitute one and the same agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart.

U.S. SMALL BUSINESS ADMINISTRATION

BY , its Attorney-In-Fact

By:

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--

Insert enforceable signature block for **Borrower(s)**

Insert Acknowledgement/Notary Block for Borrower for state where

Assumption Agreement will be recorded

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--

Insert enforceable signature block for **Buyer**

Insert Acknowledgement/Notary Block for Buyer for state where

Assumption Agreement will be recorded

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--

# 

# JOINDER AND CONSENT OF GUARANTORS (if applicable)

The undersigned Guarantors join in and consent to all the terms of this
agreement and acknowledge that it does not alter their liability to the
SBA. **The Guarantor(s) acknowledge that SBA has not agreed to release
them from any of their obligations.**

Insert enforceable signature block for **[each]{.underline}**
**Guarantor** and

Insert Acknowledgment/Notary block for each Guarantor for state

where Assumption Agreement will be recorded.

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--

[Prepared By:]{.underline}