exh4_1.htm


    
      

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Prepared
      by, and after recording

    return
      to:

    Moss
      & Barnett (EHK)

    A
      Professional Association

    4800
      Wells Fargo Center

    90
      South
      Seventh Street

    Minneapolis,
      MN  55402-4129

     

    


     

    


    


    ASSUMPTION
      AGREEMENT

    


    


    FHLMC
      Loan No. 002732432

     

     

     

     

     

     

     

     

     

     

     

     

    ____________________________________________________________________________________________________________________________________________

    ASSUMPTION
      AGREEMENT

    Multifamily
      - For Use with Electronic Mortgage
      Documents (8/13/2004)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSUMPTION
      AGREEMENT

    


    


    THIS
      ASSUMPTION AGREEMENT is made
      effective as of the 30th day of
      November, 2007, by and among Regency North Associates, L.P., a Missouri limited
      partnership ("Original Borrower"); Regency North Acquisition, LLC, a Missouri
      limited liability company ("New Borrower"); and the FEDERAL HOME LOAN MORTGAGE
      CORPORATION ("Noteholder") and is acknowledged and consented to by MJS
      Associates, Inc., a Missouri corporation ("Original Guarantor").

    


    RECITALS

    

      
        	
                 

              	
                A. 
                  

              	
                Original
                  Borrower obtained a mortgage loan (the "Loan") from Northland /
                  Marquette
                  Capital Group, Inc., a Minnesota corporation ("Original Lender"),
                  which
                  loan is secured by certain Land and Improvements (the "Property"),
                  located
                  in Kansas City, Clay County, Missouri.  The Land is more
                  particularly described in Exhibit A, attached to this
                  Agreement.

              


      

      


      
        	
                B.  

              	
                Original
                  Borrower executed a promissory note evidencing the Loan, dated
                  December
                  27, 2000, in the original principal amount of $5,250,000.00, payable
                  to
                  Original Lender (the "Note").  The Original Guarantor guaranteed
                  payment of certain amounts due under the Note by executing Limited
                  Guaranty dated December 27, 2000 (the "Original
                  Guaranty").

              


      

      


      
        	
                C.  

              	
                To
                  secure repayment of the Loan, Original Borrower executed and delivered
                  to
                  Original Lender a Multifamily Deed of Trust, Assignment of Rents
                  and
                  Security Agreement (the "Security Instrument") of even date with
                  the Note,
                  which is recorded in the Official Records in the County of Clay,
                  State of
                  Missouri (the "Land Records") at Book 3240 at Page 681.  Any
                  capitalized terms used in this Agreement and not defined shall
                  have the
                  meaning ascribed to them in the Security
                  Instrument.

              


      

      


      
        	
                D.  

              	
                The
                  Note, Security Instrument and any other document executed by Original
                  Borrower in connection with the Loan that will be assumed by New
                  Borrower,
                  all as listed on Exhibit B to this Agreement, are referred to
                  collectively in this Agreement as the "Loan
                  Documents".

              


      

      


      
        	
                 

              	
                E.
                   

              	
                Original
                  Lender endorsed the Note to the order of the Noteholder and by
                  instrument
                  dated December 27, 2000 filed for record on December 28, 2000 in
                  the Land
                  Records at Book 3240 at Page 727 sold, assigned and transferred
                  all right,
                  title and interest of the Original Lender in and to the Security
                  Instrument and the Loan

              


      



    

      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT

      Multifamily
        - For Use with Electronic Mortgage
        Documents (8/13/2004)

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Documents
      to the Noteholder.  The Noteholder is now the owner and holder of the
      Note and the Loan is serviced by NorthMarq Capital, Inc. (the
      "Servicer").

    


    
      	
               

            	
              F.

            	
              Original
                Borrower has transferred or has agreed to transfer all of its right,
                title, and interest in and to the Property to New Borrower (the
                "Transfer").

            


    

    


    
      	
               

            	
              G.

            	
              New
                Borrower has agreed to assume all of Original Borrower's rights,
                obligations, and liabilities created or arising under the Loan Documents,
                with certain modifications, if any, as set forth in Exhibit C to
                this Agreement (the "Assumption").

            


    

    


    
      	
               

            	
              H.

            	
              Subject
                to the full satisfaction of all conditions set forth below, the Noteholder
                has agreed to consent to New Borrower's Assumption
                .

            


    

    


    
      	
               

            	
              I.

            	
              Original
                Borrower desires to be released by the Noteholder from any and all
                obligations and liabilities under the terms and provisions of the
                Loan
                Documents, and Noteholder has agreed to release Original Borrower
                from
                further liability (except as provided in Section 14 of this
                Agreement).

            


    

    


    NOW,
      THEREFORE, in consideration of
      these premises, the mutual covenants contained in this Agreement and other
      good
      and valuable consideration, the receipt and sufficiency of which are
      acknowledged, the parties agree as follows:

    


    
      	
              1.  

            	
              Assumption
                of Obligations.  New Borrower covenants, promises and agrees
                that New Borrower, jointly and severally if more than one, will
                unconditionally assume and be bound by all terms, provisions, and
                covenants of the Loan Documents set forth in Exhibit B to this
                Agreement, as if New Borrower had been the original maker of the
                Loan
                Documents.  New Borrower will pay all sums to be paid and
                perform each and every obligation to be performed by Original Borrower
                under and in accordance with the terms and conditions of the Loan
                Documents.

            


    

    


    
      	
              2.

            	
              Affirmation
                by New Borrower.  New Borrower agrees that the Loan
                Documents set forth in Exhibit B to this Agreement are and will be
                and remain in full force and effect, enforceable against New Borrower
                in
                accordance with their terms, except as modified by Exhibit C to
                this Agreement.  The Property will remain subject to the lien,
                charge and encumbrance of the Security Instrument.  Nothing
                contained in this Agreement or done pursuant to this Agreement will
                affect
                or be construed to affect the lien, charge, and encumbrance of the
                Security Instrument or the priority of the Security Instrument over
                other
                liens, charges and encumbrances.  Nothing contained in this
                Agreement or done pursuant to this Agreement will release or be construed
                to release or affect the liability of any party or parties who may
                now or
                after the date of this Agreement be liable under or on account of
                the Note
                and the Security Instrument, except as expressly provided in this
                Agreement.  New Borrower will be liable for the payment of all
                sums and the performance of every obligation required under the Loan
                Documents to the extent set forth in the Loan Documents as modified
                by
                this

            


    

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        3

      Multifamily
        - For Use with Electronic Mortgage
        Documents (8/13/2004)

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Agreement.

    


    
      	
              3.

            	
              Subordination
                of Rights of Original Borrower and New Borrower.  Any
                indebtedness of Original Borrower to New Borrower, or of New Borrower
                to
                Original Borrower, now or existing after the date of this Agreement,
                together with any interest on such debt, is hereby subordinated to
                any
                indebtedness of Original Borrower or New Borrower to the Noteholder
                under
                the Loan Documents.  Any collection or receipts with respect to
                any such indebtedness of Original Borrower to New Borrower, or of
                New
                Borrower to Original Borrower, will be collected, enforced and received
                by
                New Borrower or Original Borrower (as applicable) in trust for the
                benefit
                of the Noteholder, and will be paid over to the Noteholder on account
                of
                the indebtedness of Original Borrower and New Borrower to the Noteholder,
                but without impairing or affecting in any manner the liability of
                Original
                Borrower or New Borrower under the other provisions of the Loan Documents
                and this Agreement.  However, until the occurrence of an Event
                of Default under the Security Instrument, Original Borrower or New
                Borrower (as applicable) will be entitled to retain for its own account
                all payments made on account of the principal of and interest on
                any such
                indebtedness; provided no such payment is made more than ten (10)
                days in
                advance of the due date.

            


    

    


    
      	
              4.  

            	
              Modification
                of Note and Security Instrument.  New Borrower and
                Noteholder agree that the provisions of the Loan Documents are modified
                as
                set forth on Exhibit C to this
                Agreement.

            


    

    


    
      	
              5.  

            	
              Replacement
                Reserve.  New Borrower and Noteholder agree that a
                Replacement Reserve Account will be established with Servicer with
                payments to be made by New Borrower to such account in the amount
                of Four
                Thousand Five Hundred and No/100 Dollars ($4,500.00) per month, in
                accordance with the terms and provisions of the Replacement Reserve
                Agreement to be executed by New Borrower and Noteholder on the same
                date
                as this Agreement. The failure of New Borrower to
                comply with the additional obligations contained in this Section
                will
                constitute an Event of Default under the Security Instrument, and
                the
                Noteholder will be entitled to exercise all remedies available to
                it under
                the terms of the Loan Documents.  Servicer will transfer the
                amount of Thirty Six Thousand and No/100 Dollars ($36,000.00) to
                the New
                Borrower’s Replacement Reserve Account as the Initial
                Deposit.  Original Borrower acknowledges and agrees that by
                executing this Agreement it relinquishes all right, title and interest
                it
                has or may have in the Replacement Reserve
                Account.

            


    

    


       6.  
      Repairs.

     No
      Repair Escrow is required.  Original Borrower acknowledges and agrees
      that Noteholder is not holding any funds pursuant to the Repair Escrow, if
      any,
      executed by Original Borrower.

    


    
      	
              7. 
                

            	
              Tax
                and Insurance Escrow.  On or prior to the execution of this
                Agreement, to ensure that sufficient funds are available for the
                payment
                of real estate taxes, and fire, hazard or
                other

            


    

     

     

    ____________________________________________________________________________________________________________________________________________

    
      ASSUMPTION
        AGREEMENT                                                                                Page
        4

      Multifamily
        - For Use with Electronic Mortgage
        Documents (8/13/2004)


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    insurance
      premiums, an escrow account will be established with Servicer, with payments
      to
      be made by New Borrower to such account in the amount required by Noteholder
      and/or Servicer.  By execution of this Agreement, Original Borrower
      acknowledges and agrees that it relinquishes any right, title or interest it
      has
      or may have in any escrow account held by Servicer in connection with the
      Property.

    


    
      	
              8.  

            	
              Guaranty
                Requirements. On the date of execution of this
                Agreement, Maxus Operating Limited Partnership, a Delaware limited
                partnership, and Maxus Realty Trust, Inc., a Missouri corporation,
                (jointly and severally if more than one, "New Guarantor")
                will
                execute and deliver to Noteholder the appropriate version of the
                Guaranty
                (the "Guaranty") under which the New Guarantor guarantees the full
                and
                punctual payment when due of the "Guaranteed Obligations" (as such
                term is
                defined in the Guaranty).  The Guaranty will provide that New
                Guarantor is personally liable for zero percent (0%) of the outstanding
                principal balance of the Loan.  New Guarantor automatically will
                become liable for one hundred percent (100%) of all amounts payable
                under
                the Loan Documents upon the occurrence of certain events more specifically
                set forth in the Guaranty.

            


    

    


    
      	
              9.  

            	
              Ratification
                of Original Guaranty.  By signing the Acknowledgment and
                Consent to this Agreement where indicated below, the Original
                Guarantor:

            


    

    


    
      	
               

            	
              a)  
                

            	
              ratifies
                the guaranty under which it guaranteed payments of certain amounts
                under
                the Loan Documents (the "Original Guaranty") only to the extent that
                it
                guaranties payments of the Borrower's liability under Section 18
                (ENVIRONMENTAL HAZARDS) of the Security Instrument arising out of
                conditions existing on or before the date of this Agreement ("Preexisting
                Conditions"); and

            


    

    


    
      	
              b)  

            	
              agrees
                that Section 18 (ENVIRONMENTAL HAZARDS) of the Security Instrument
                as
                assumed by New Borrower and modified by this Agreement will continue
                to be
                guaranteed by the Original Guarantor as and to the full extent provided
                in
                the Original Guaranty for such Preexisting
                Conditions.

            


    

    


    
      	
              c)  

            	
              Noteholder
                hereby releases Original Guarantor from any and all liability under
                the
                Original Guaranty except to the extent that the Original Guaranty
                guarantees payment of the Original Borrower's liability under Section
                18
                of the Security Instrument arising out of Preexisting
                Conditions.

            


    

    


    
      	
              10.

            	
              Representations.  Original
                Borrower represents and warrants to
                Noteholder:

            


    

    


    
      	
              a)  

            	
              As
                of the date of this Agreement, the amount of the unpaid indebtedness
                under
                the Note is Four Million Eight Hundred Fourteen Thousand Nine Hundred
                and
                56/100 Dollars ($4,814,900.56).

            


    

    


    
      	
              b)  

            	
              Interest
                at the rate set forth in the Note has been paid to Noteholder in
                full
                through and including October 31,
                2007.

            


    

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        5

      Multifamily
        - For Use with Electronic Mortgage
        Documents (8/13/2004)


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              c)  

            	
              All
                of the representations and warranties in the Loan Documents are true
                as of
                the date on which Original Borrower executes this
                Agreement.

            


    

    


    
      	
              d)  

            	
              No
                Event of Default (or event which, with the giving of notice or the
                passage
                of time or both, would be an Event of Default) has occurred or is
                continuing under the Security
                Instrument.

            


    

    


    
      	
              e)  

            	
              Original
                Borrower has no claims, offsets, defenses, or counterclaims of any
                kind to
                its performance under, or Noteholder's enforcement of, the Note and
                the
                other Loan Documents; and to the extent any such counterclaims, setoffs,
                defenses or other causes of action may exist, whether known or unknown,
                Original Borrower waives all such items.  Original Borrower
                acknowledges that all of Noteholder's actions in connection with
                the Loan
                have been in compliance with the terms of the applicable Loan Documents,
                and Original Borrower acknowledges and agrees that Noteholder has
                not
                breached or failed to perform any duty or obligation that Noteholder
                may
                owe Original Borrower.

            


    

    


    
      	
              f)  

            	
              There
                are no suits or actions threatened or pending against Original Borrower
                which affect the enforcement or validity of the Note, the Security
                Instrument and/or the Loan
                Documents.

            


    

    


    
      	
              11.

            	
              Additional
                Transfers.  Notwithstanding the Noteholder's consent to the
                Transfer of the Property to New Borrower, New Borrower understands
                and
                agrees that such consent will in no way limit or operate as a waiver
                of
                the Noteholder's continuing rights under Section 21 of the Security
                Instrument.

            


    

    


    
      	
              12.

            	
              Continuing
                Obligations.  New Borrower will execute, acknowledge and
                deliver Moisture Management Plan Compliance Certificate and such
                other
                documents as Noteholder, or Servicer may require to document the
                Assumption described in this Agreement and to more fully effectuate
                the
                provisions of this Agreement.  The failure of New Borrower to
                comply with the additional obligations contained in this Section
                will
                constitute an Event of Default under the Security Instrument, and
                the
                Noteholder will be entitled to exercise all remedies available to
                it under
                the terms of the Loan Documents.

            


    

    


    
      	
              13.

            	
              Additional
                Obligations.

            


    

    


    
      	
              a)  

            	
              To
                induce the Noteholder to consent to New Borrower's Assumption, in
                addition
                to the covenants and agreements set forth in the Loan Documents,
                New
                Borrower agrees that it will comply with the Additional Obligations
                set
                forth on Exhibit D to this Agreement, if
                applicable.

            


    

    


    
      	
              b)  

            	
              The
                failure of New Borrower to comply with the Additional Obligations,
                if
                applicable, will constitute an Event of Default under the Security
                Instrument, and the

            


    

     

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        6

      Multifamily
        - For Use with Electronic Mortgage
        Documents (8/13/2004)


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Noteholder
      will be entitled to exercise all remedies available to it under the terms of
      the
      Loan Documents.

    


    
      	
              14.  

            	
              Release
                of Original Borrower; Rights of
                Noteholder.

            


    

    


    
      	
              a)  

            	
              In
                reliance upon Original Borrower's representations and warranties,
                the
                Noteholder releases Original Borrower from any and all obligations
                under
                the terms and provisions of the Loan Documents; provided, however,
                that
                Original Borrower is not released from any liability pursuant to
                Section
                18 (ENVIRONMENTAL HAZARDS) of the Security Instrument arising out
                of
                conditions existing on or before the date of this Agreement ("Preexisting
                Conditions").

            


    

    


    
      	
              b)  

            	
              If
                any material element of Original Borrower's representations and warranties
                are materially false or misleading, this release will be canceled
                and
                Original Borrower will remain obligated under the Loan Documents
                as though
                there had been no release.

            


    

    


    
      	
               

            	
              c)  
                

            	
              If
                at any time all or any part of any payment by Original Borrower which
                has
                been applied by the Noteholder to payment of the Loan on or prior
                to the
                date of this Agreement is or must be rescinded, repaid or returned
                by the
                Noteholder for any reason whatsoever (including, without limitation,
                the
                application of any bankruptcy, insolvency or other law), for purposes
                of
                this Agreement, to the extent that such payment is or must be rescinded,
                repaid or returned, such payment will be deemed to have continued
                to be
                due and payable, notwithstanding such application by the Noteholder
                and
                this Agreement will continue to be effective as to such payment as
                though
                such application by the Noteholder had not been made.  Original
                Borrower and New Borrower will each remain liable to the Noteholder
                for
                the amount so rescinded, repaid, or returned to the same extent as
                if such
                amount had never originally been received by the Noteholder,
                notwithstanding any cancellation of the Note, release or satisfaction
                of
                the Security Instrument, or the cancellation of any other Loan
                Document.

            


    

    


    
      	
              15.

            	
              Expenses.  New
                Borrower's execution of this Agreement will constitute New Borrower's
                agreement to pay all expenses incurred by the Noteholder in connection
                with this Assumption, including without limitation the payment of
                any
                title endorsement costs,  legal costs (including in-house legal
                costs) attorney's fees, and assumption fees required by the
                Noteholder.

            


    

    


    
      	
              16.

            	
              Miscellaneous.

            


    

    


    
      	
              a)  

            	
              This
                Agreement will be binding upon and will inure to the benefit of the
                parties to the Agreement and their respective heirs, successors and
                permitted assigns.

            


    

     

     

    
 

    ____________________________________________________________________________________________________________________________________________

    ASSUMPTION
      AGREEMENT                                                                                Page
      7

    Multifamily
      - For Use with Electronic Mortgage
      Documents (8/13/2004)

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    


    
      	
              b)  

            	
              Except
                as expressly modified by this Agreement, the Note, the Security Instrument
                and all other Loan Documents will be unchanged and remain in full
                force
                and effect, and are hereby expressly approved, ratified and
                confirmed.  No provision of this Agreement that is held to be
                inoperative, unenforceable or invalid will affect the remaining
                provisions, and to this end all provisions of this Agreement are
                declared
                to be severable.

            


    

    


    
      	
              c)  

            	
              Time
                is of the essence of this
                Agreement.

            


    

    


    
      	
              d)  

            	
              This
                Agreement may not be changed orally, but only by an agreement in
                writing,
                signed by the party against whom enforcement of any waiver, change,
                modification or discharge is
                sought.

            


    

    


    
      	
              e)  

            	
              This
                Agreement will be construed in accordance with the laws of the
                jurisdiction in which the Property is
                located.

            


    

    


    
      	
              f)  

            	
              This
                Agreement may be executed in counterparts, each of which will be
                deemed an
                original, but all of which together will constitute one and the same
                document.

            


    

    


    
      	
              g)  

            	
              All
                notices given pursuant to the Agreement must be in writing and will
                be
                effectively given if personally delivered or, if mailed, postage
                prepaid,
                certified or registered mail, return receipt requested, to the addresses
                of the parties set forth below or to such other address as any party
                subsequently may designate in
                writing.

            


    

    


    
      	
              17.

            	
              Executed
                Originals.  An executed original of this Agreement will be
                (i) attached permanently to the Note as an amendment to the Note,
                and (ii)
                recorded in the Land Records as a modification to the Security
                Instrument.

            


    

    


    
      	
              18.

            	
              State
                Specific
                Requirements.  N/A.

            


    

    


    ATTACHED
      EXHIBITS.  The following Exhibits are attached to this
      Instrument:

    


    [X]  Exhibit
      A                     
Legal Description of the Land (required).

    


    [X]  Exhibit
      B                      
List of Loan Documents (required).

    


    
      	
               

            	
              [X]  Exhibit
                C

            	
              Modifications
                to Note and Security Instrument,
                (required).

            


    

    


    
      	
               

            	
              [X]  Exhibit
                D

            	
              Additional
                Obligations of New Borrower, check if
                applicable.

            


    

    


    
      	
               

            	
              [X]  Exhibit
                E

            	
              Modification
                to Assumption Agreement, check if
                applicable.

            


    

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        8

      Multifamily
        - For Use with Electronic Mortgage
        Documents (8/13/2004)


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have
      executed this Agreement as of the date written above.

    


    ORIGINAL
      BORROWER:

    


    Regency
      North Associates, L.P.,

    a
      Missouri limited partnership

    


    By:           KELCOR,
      INC.,

    a
      Missouri corporation

    Its:           General
      Partner

    


    By:
      /s/ John W. Alvey

    Name:
      John W. Alvey

    Its:
      Vice
      President

    


    Address
      for Notice to Original Borrower:

    Regency
      North Associates, L.P.

    c/o
      Maxus
      Properties, Inc.

    104
      Armour Road

    North
      Kansas City, MO  64116

    


    


    STATE
      OF
      MISSOURI                                        
)

     
      )ss.

    COUNTY
      OF                       Clay          
)

     

    On
      this
27 day of November, 2007, before me, the undersigned, a Notary
      Public in and for the State of Missouri, duly commissioned and sworn, personally
      appeared David L. Johnson, to me known to be the Vice President of Kelcor,
      Inc.,
      a Missouri corporation, the General Partner of Regency North Associates, L.P.,
      a
      Missouri limited partnership, described in the foregoing instrument,
      acknowledged to me that he signed and sealed the foregoing instrument as the
      free and voluntary act and deed of the limited partnership, for the uses and
      purposes therein mentioned.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
      the
      day and year above written.

     

    
      	
              (Seal)

            	 	 
	
              GRACE
                E. BALES

            	 	 
	
              Notary
                Public – Notary Seal

            	 	 
	
              STATE
                OF MISSOURI

            	 	 
	
              Clay
                County

            	 	 
	
              My
                Commission Expires Aug. 24. 2010

            	 	 
	
              Commission
                #06429203

            	 	
              /s/
                Grace E. Bales

            
	 	 	
              Notary
                Public

            
	 	 	
              My
                Commission Expires: Aug. 24, 2010

            


    

    


     

    


    [The
      remainder of this page is intentionally left blank, signature pages
      follow.]

     

     

     

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        9

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        Documents (8/13/2004)


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NEW
      BORROWER:

    


    Regency
      North Acquisition, LLC,

    a
      Missouri limited liability company

    


    By:           Maxus
      Realty Trust, Inc.,

    a
      Missouri corporation

    Its:           Manager

    


    By:
      /s/ John W. Alvey

    Name:
      John W. Alvey

    Its:
      Vice
      President

    


    Tax
      identification number for New Borrower:

    26-1441356

    


    Address
      for Notice to New Borrower:

    Regency
      North Acquisition, LLC

    c/o
      Maxus
      Properties, Inc.

    104
      Armour Road

    North
      Kansas City, MO  64116

    


    


    
      STATE
        OF
        MISSOURI                                        
)

       
        )ss.

      COUNTY
        OF                       Clay          
)

       

    

    On
      this
      27 day of November, 2007, before me, the undersigned, a Notary Public in
      and for the State of Missouri, duly commissioned and sworn, personally appeared
      John W. Alvey, to me known to be the Vice President of Maxus Realty Trust,
      Inc.,
      a Missouri corporation, the Manager of Regency North Acquisition, LLC, a
      Missouri limited liability company, described in the foregoing instrument,
      acknowledged to me that he signed and sealed the foregoing instrument as the
      free and voluntary act and deed of the limited liability company, for the uses
      and purposes therein mentioned.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
      the
      day and year above written.

    
       

      
        	
                (Seal)

              	 	 
	
                GRACE
                  E. BALES

              	 	 
	
                Notary
                  Public – Notary Seal

              	 	 
	
                STATE
                  OF MISSOURI

              	 	 
	
                Clay
                  County

              	 	 
	
                My
                  Commission Expires Aug. 24. 2010

              	 	 
	
                Commission
                  #06429203

              	 	
                /s/
                  Grace E. Bales

              
	 	 	
                Notary
                  Public

              
	 	 	
                My
                  Commission Expires: Aug. 24, 2010

              


      

      


    

    [The
      remainder of this page is intentionally left blank, signature pages
      follow.]

     

     

     

     

    

      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        10

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    CONSENTED
      TO BY NOTEHOLDER:

    


    Federal
      Home Loan Mortgage Corporation

    


    


    


    By:
      _______________________________

    Name:
      _____________________________

    Title:
      ______________________________

    


    


    Address
      for Notice to Noteholder:

    Federal
      Home Loan Mortgage Corporation

    8100
      Jones Branch Drive, MS B-4F

    McLean,
      VA  22102

    Attn:  Director
      of Multifamily Portfolio Services

    


    


    


    


    COMMONWEALTH
      OF
      VIRGINIA                           
 )

                        )
      ss.

    COUNTY
      OF
      _______________________              )

    


    The
      foregoing instrument was acknowledged before me this _____ day of __________,
      2007, by 

    ___________________________,
      the __________________________ of Federal Home Loan 

    Mortgage
      Corporation, on behalf of the corporation.

    


    ___________________________________

    Signature
      of Person Taking Acknowledgment

    ___________________________________

    Title
      or
      Rank

    


    


    [The
      remainder of this page is intentionally left blank, signature pages
      follow.]

     

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        11

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    ACKNOWLEDGED
      AND CONSENTED TO:

    


    ORIGINAL
      GUARANTOR:

    


    MJS
      ASSOCIATES, INC.,

    a
      Missouri corporation

    


    


    By:
      /s/ John W. Alvey

    Name:  John
      W. Alvey

    Its:  Vice
      President

    


    Address
      for Notice to Original Guarantor:

    MJS
      Associates, Inc.

    c/o
      Maxus
      Properties, Inc.

    104
      Armour Road

    North
      Kansas City, MO  64116

    


    


     
      
      STATE
        OF
        MISSOURI                                        
)

       
        )ss.

      COUNTY
        OF                       Clay          
)

    

     

    On
      this
27 day of November, 2007, before me, the undersigned, a Notary
      Public in and for the State of Missouri, duly commissioned and sworn, personally
      appeared David L. Johnson, to me known to be the Vice President of MJS
      Associates, Inc., a Missouri corporation, described in the foregoing instrument,
      acknowledged to me that he signed and sealed the foregoing instrument as the
      free and voluntary act and deed of the corporation, for the uses and purposes
      therein mentioned.

     

    IN
      WITNESS WHEREOF, I have hereunto set
      my hand and affixed my official seal, the day and year above
      written.

    
       

      
        	
                (Seal)

              	 	 
	
                GRACE
                  E. BALES

              	 	 
	
                Notary
                  Public – Notary Seal

              	 	 
	
                STATE
                  OF MISSOURI

              	 	 
	
                Clay
                  County

              	 	 
	
                My
                  Commission Expires Aug. 24. 2010

              	 	 
	
                Commission
                  #06429203

              	 	
                /s/
                  Grace E. Bales

              
	 	 	
                Notary
                  Public

              
	 	 	
                My
                  Commission Expires: Aug. 24, 2010

              


      

      
 

    

    [The
      remainder of this page is intentionally left blank, signature pages
      follow.]

     

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        12

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        Documents (8/13/2004)



    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NEW
      GUARANTOR:

    


    Maxus
      Operating Limited Partnership,

    a
      Delaware limited partnership

    


    By:           Maxus
      Realty GP, Inc.,

    a
      Delaware corporation

    Its:           General
      Partner

    


    By:
      /s/ John W. Alvey

    Name: John
      W. Alvey

    Title:  Vice
      President

    


    Address
      for Notice to New Guarantor:

    Maxus
      Operating Limited Partnership

    c/o
      Maxus
      Properties, Inc.

    104
      Armour Road

    North
      Kansas City, MO  64116

    


    


    
      STATE
        OF
        MISSOURI                                        
)

       
        )ss.

      COUNTY
        OF                       Clay          
)

    

     

    On
      this
      27 day of November, 2007, before me, the undersigned, a Notary Public in
      and for the State of Missouri, duly commissioned and sworn, personally appeared
      John W. Alvey, to me known to be the Vice President of Maxus Realty GP, Inc.,
      a
      Delaware corporation, the General Partner of Maxus Operating Limited
      Partnership, a Delaware limited partnership, described in the foregoing
      instrument, acknowledged to me that he signed and sealed the foregoing
      instrument as the free and voluntary act and deed of the limited partnership,
      for the uses and purposes therein mentioned.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
      the
      day and year above written.

     

    
       

      
        	
                (Seal)

              	 	 
	
                GRACE
                  E. BALES

              	 	 
	
                Notary
                  Public – Notary Seal

              	 	 
	
                STATE
                  OF MISSOURI

              	 	 
	
                Clay
                  County

              	 	 
	
                My
                  Commission Expires Aug. 24. 2010

              	 	 
	
                Commission
                  #06429203

              	 	
                /s/
                  Grace E. Bales

              
	 	 	
                Notary
                  Public

              
	 	 	
                My
                  Commission Expires: Aug. 24, 2010

              


      

      


    

     

     [The
      remainder of this page is intentionally left blank, signature pages
      follow.]

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        13

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    NEW
      GUARANTOR:

    


    Maxus
      Realty Trust, Inc.,

    a
      Missouri corporation

    


    


    By:
      /s/ John W. Alvey

    
      	
               

            	
              Name:  John
                W. Alvey

            


    

    
      	
               

            	
              Title:  Vice
                President

            


    

    


    Address
      for Notice to New Guarantor:

    Maxus
      Realty Trust, Inc.

    c/o
      Maxus
      Properties, Inc.

    104
      Armour Road

    North
      Kansas City, MO  64116

    


    


    
      
        STATE
          OF
          MISSOURI                                        
)

         
          )ss.

        COUNTY
          OF                       Clay          
)

         

      

    

    On
      this
27 day of November, 2007, before me, the undersigned, a Notary
      Public in and for the State of Missouri, duly commissioned and sworn, personally
      appeared John W. Alvey, to me known to be the Vice President of Maxus Realty
      Trust, Inc., a Missouri corporation, described in the foregoing instrument,
      acknowledged to me that he signed and sealed the foregoing instrument as the
      free and voluntary act and deed of the corporation, for the uses and purposes
      therein mentioned.

     

    IN
      WITNESS WHEREOF, I have hereunto set
      my hand and affixed my official seal, the day and year above
      written.

     

    
       

      
        	
                (Seal)

              	 	 
	
                GRACE
                  E. BALES

              	 	 
	
                Notary
                  Public – Notary Seal

              	 	 
	
                STATE
                  OF MISSOURI

              	 	 
	
                Clay
                  County

              	 	 
	
                My
                  Commission Expires Aug. 24. 2010

              	 	 
	
                Commission
                  #06429203

              	 	
                /s/
                  Grace E. Bales

              
	 	 	
                Notary
                  Public

              
	 	 	
                My
                  Commission Expires: Aug. 24, 2010

              


      

      


    

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
        14

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    EXHIBIT
      A

    


    REQUIRED

     

    (Legal
      Description of Land)

    


    


    Tracts
      1
      and 2, REGENCY NORTH, a subdivision in Kansas City, Clay County,
      Missouri.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    ____________________________________________________________________________________________________________________________________________

    ASSUMPTION
      AGREEMENT                                                                                Page
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    EXHIBIT
      B

    


    REQUIRED

    


    (List
      of Loan Documents that will be Assumed)

    


    


    
      	
              1.

            	
              Multifamily
                Note dated as of December 27, 2000, in the original principal amount
                of
                $5,250,000.00, executed by Original Borrower and payable to the Original
                Lender.

            


    

    


    
      	
              2.

            	
              Multifamily
                Deed of Trust, Assignment of Rents and Security Agreement dated as
                of
                December 27, 2000 executed by Original Borrower in favor of Original
                Lender.

            


    

    


    


     

     

     

     

     

     

     

     

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
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    EXHIBIT
      C

    


    REQUIRED

    


    (Changes
      to Loan Documents)

    


    


    I.           
      Modifications to all Loan Documents

     

         
As
      used in the Loan Documents, all reference to Borrower will be deemed to refer
      to
      New Borrower.

    


    II.           Modifications
      to the Note

    


    
      	
              1.

            	
              Paragraph
                9(c) of the Note is hereby amended to add the following subparagraph
                (4)
                as follows:

            


    

    


    
      	
               

            	
              (4)

            	
              failure
                by Borrower to pay the amount of any water and sewer charges that
                could
                become a lien on the Mortgaged Property, other charges or assessments
                that
                could become a lien on the Mortgaged Property, or ground rents in
                accordance with the terms of the Security
                Instrument.

            


    

    


    III.           Modifications
      to the Security Instrument

    


    
      	
              1.

            	
              Section
                7 of the Security Instrument is deleted in its entirety and the following
                substituted in its place:

            


    

    


    7.           DEPOSITS
      FOR TAXES, INSURANCE AND OTHER CHARGES.

    


    (a)           Unless
      this requirement is waived in writing by Lender, which waiver may be contained
      in this Section 7(a), Borrower shall deposit with Lender on the day monthly
      installments of principal or interest, or both, are due under the Note (or
      on
      another day designated in writing by Lender), until the Indebtedness is paid
      in
      full, an additional amount sufficient to accumulate with Lender the entire
      sum
      required to pay, when due, the items marked "Collect" below.  Lender
      will not require the Borrower to make Imposition Deposits with respect to the
      items marked "Deferred" below.

    


    
      	
               

            	
                [Collect]

            	
              Hazard
                Insurance premiums or other insurance premiums required by Lender
                under
                Section 19,

            


    

    
      	
               

            	
              [Collect]

            	
              Taxes,

            


    

    
      	
                   
                [Deferred]

            	
              water
                and sewer charges (that could become a lien on the Mortgaged
                Property),

            


    

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
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     [N/A]   ground
      rents,

    
      	
                   
                [Deferred]

            	
              assessments
                or other charges (that could become a lien on the Mortgaged
                Property)

            


    

    


    The
      amounts deposited under the preceding sentence are collectively referred to
      in
      this Instrument as the "Imposition Deposits."  The obligations of
      Borrower for which the Imposition Deposits are required are collectively
      referred to in this Instrument as "Impositions."  The amount of the
      Imposition Deposits shall be sufficient to enable Lender to pay each Imposition
      before the last date upon which such payment may be made without any penalty
      or
      interest charge being added.  Lender shall maintain records indicating
      how much of the monthly Imposition Deposits and how much of the aggregate
      Imposition Deposits held by Lender are held for the purpose of paying Taxes,
      insurance premiums and each other Imposition.

    


    (b)           Imposition
      Deposits shall be held in an institution (which may be Lender, if Lender is
      such
      an institution) whose deposits or accounts are insured or guaranteed by a
      federal agency.  Lender shall not be obligated to open additional
      accounts or deposit Imposition Deposits in additional institutions when the
      amount of the Imposition Deposits exceeds the maximum amount of the federal
      deposit insurance or guaranty.  Lender shall apply the Imposition
      Deposits to pay Impositions so long as no Event of Default has occurred and
      is
      continuing.  Unless applicable law requires, Lender shall not be
      required to pay Borrower any interest, earnings or profits on the Imposition
      Deposits.  As additional security for all of Borrower's obligations
      under this Instrument and the other Loan Documents, Borrower hereby pledges
      and
      grants to Lender a security interest in the Imposition Deposits and all proceeds
      of, and all interest and dividends on, the Imposition Deposits.  Any
      amounts deposited with Lender under this Section 7 shall not be trust funds,
      nor
      shall they operate to reduce the Indebtedness, unless applied by Lender for
      that
      purpose under Section 7(e).

    


    (c)           If
      Lender receives a bill or invoice for an Imposition, Lender shall pay the
      Imposition from the Imposition Deposits held by Lender.  Lender shall
      have no obligation to pay any Imposition to the extent it exceeds Imposition
      Deposits then held by Lender.  Lender may pay an Imposition according
      to any bill, statement or estimate from the appropriate public office or
      insurance company without inquiring into the accuracy of the bill, statement
      or
      estimate or into the validity of the Imposition.

    


    (d)           If
      at any time the amount of the Imposition Deposits held by Lender for payment
      of
      a specific Imposition exceeds the amount reasonably deemed necessary by Lender,
      the excess shall be credited against future installments of Imposition
      Deposits.  If at any time the amount of the Imposition Deposits held
      by Lender for payment of a specific Imposition is less than the amount
      reasonably estimated by Lender to be necessary, Borrower shall pay to Lender
      the
      amount of the deficiency within 15 days after Notice from Lender.

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
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    (e)           If
      an Event of Default has occurred and is continuing, Lender may apply any
      Imposition Deposits, in any amounts and in any order as Lender determines,
      in
      Lender's discretion, to pay any Impositions or as a credit against the
      Indebtedness. Upon payment in full of the Indebtedness, Lender shall refund
      to
      Borrower any Imposition Deposits held by Lender.

    


    (f)           If
      Lender does not collect an Imposition Deposit with respect to an Imposition
      either marked "Deferred" in Section 7(a) or pursuant to a separate written
      waiver by Lender, then on or before the date each such Imposition is due, or
      on
      the date this Instrument requires each such Imposition to be paid, Borrower
      must
      provide Lender with proof of payment of each such Imposition for which Lender
      does not require collection of Imposition Deposits.  Lender may revoke
      its deferral or waiver and require Borrower to deposit with Lender any or all
      of
      the Imposition Deposits listed in Section 7(a), regardless of whether any such
      item is marked "Deferred" in such section, upon Notice to Borrower, (i) if
      Borrower does not timely pay any of the Impositions, (ii) if Borrower fails
      to
      provide timely proof to Lender of such payment, or (iii) at any time during
      the
      existence of an Event of Default.

    


    (g)           In
      the event of a Transfer prohibited by or requiring Lender's approval under
      Section 21, Lender's waiver of the collection of any Imposition Deposit in
      this
      Section 7 may be modified or rendered void by Lender at Lender's option by
      Notice to Borrower and the transferee(s) as a condition of Lender's approval
      of
      such Transfer.

    


    
      	
              2.

            	
              Section
                19(b) of the Security Instrument is deleted in its entirety and the
                following substituted in its place:

            


    

    


    
      	
               

            	
              (b)

            	
              All
                premiums on Hazard Insurance policies required under Section 19(a)
                shall
                be paid in the manner provided in Section 7, unless Lender has designated
                in writing another method of payment.  All such policies shall
                also be in a form approved by Lender.  All policies of property
                damage insurance shall include a non-contributing, non-reporting
                mortgage
                clause in favor of, and in a form approved by, Lender.  Lender
                shall have the right to hold the original policies or duplicate original
                policies of all Hazard Insurance required by Section
                19(a).  Borrower shall promptly deliver to Lender a copy of all
                renewal and other notices received by Borrower with respect to the
                policies and all receipts for paid premiums.  Prior to the
                expiration date of any Hazard Insurance policy, Borrower shall deliver
                to
                Lender evidence acceptable to Lender that the policy has been
                renewed.  If Borrower has not delivered the original (or a
                duplicate original) of a renewal policy prior to the expiration date
                of
                any Hazard Insurance policy, Borrower shall deliver the original
                (or a
                duplicate original) of a renewal policy in
                a

            


    

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
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    form
      satisfactory to Lender within 120 days after the expiration date of the original
      policy.

    


    3.           A
      new Section 50 is hereby added to the Security Instrument as
      follows:

    


    
      	
               

            	
              50.

            	
              Moisture
                Management Plan and Mold.  Borrower must have or must
                establish and must adhere to a moisture management plan (an
                "MMP").  The Borrower must keep all MMP documentation at the
                Mortgaged Property or at the management agent's office and available
                for
                the Lender or the Loan Servicer to review during any annual assessment
                or
                other inspection of the Mortgaged Property that is required by
                Lender.

            


    

    


    If
      Lender
      determines that Mold has developed at the Mortgaged Property as a result of
      a
      water intrusion event or leak, Lender, at Lender's discretion, may require
      that
      a professional inspector inspect the Mortgaged Property as frequently as Lender
      determines is necessary until any issue with Mold and its cause(s) are resolved
      to Lender's satisfaction.  Such inspection shall be limited to a
      visual and olfactory inspection of the area that has experienced the water
      intrusion event, leak or Mold.  Borrower shall be responsible for the
      cost of such professional inspection and any remediation deemed to be necessary
      as a result of the professional inspection.  After any issue with
      Mold, water intrusion or leaks is remedied to Lender's satisfaction, Lender
      shall not be entitled to require a professional inspection any more frequently
      than once every three years unless Lender is otherwise aware of subsequent
      Mold
      as a result of a water intrusion event or leak.

    


    If
      Lender
      or Loan Servicer determines not to conduct an annual inspection of the Mortgaged
      Property, and in lieu thereof Lender requests a certification, Borrower shall
      be
      prepared to provide and must actually provide to Lender a factually correct
      certification each year that the annual inspection is waived to the following
      effect:

    


    Borrower
      has not received any written complaint, notice, letter or other written
      communication from tenants, management agent or governmental authorities
      regarding odors, indoor air quality, mold, fungus, microbial contamination
      or
      pathogenic organisms ("Mold") or any activity, condition, event or omission
      that
      causes or facilitates the growth of Mold on or in any part of the Mortgaged
      Property or if Borrower has received any such written complaint, notice, letter
      or other written communication that Borrower has investigated and determined
      that no Mold activity, condition or event exists or alternatively
      has  fully and properly remediated such activity, condition, event or
      omission in compliance with the Moisture Management Plan for the Mortgaged
      Property.

     

    If
      Borrower is unwilling or unable to provide such certification, Lender may
      require a professional inspection of the Mortgaged Property at Borrower's
      expense.

     

     

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
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    EXHIBIT
      D

    APPLICABLE
      _____

    NOT
      APPLICABLE   X

    


    (Additional
      Obligations of New Borrower)

    


    


    


    


    


     

     

     

     

     

     

     

     

    
 

    


    


    


    


    


    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
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    EXHIBIT
      E

    


    APPLICABLE
      _____

    NOT
      APPLICABLE   X

    


    (Modification
      to Assumption Agreement)

    


    


     

     

     

     

     

     

     

     

    
 

    
      ____________________________________________________________________________________________________________________________________________

      ASSUMPTION
        AGREEMENT                                                                                Page
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