ASSUMPTION AND RELEASE AGREEMENT

as beneficiary, dated as of November 23, 2004, recorded in the Official Records of the County Clerk of Harris County, Texas, as File Number Y082845, in Volume 595, Book 99, Page 1535 (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 Borrower’s 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 December 1, 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 Servicer’s 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.

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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 Borrower’s 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 $5,672,816.00 and prior to default bears interest at the rate of 4.83% 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) $104,954.92 in the Tax and Insurance Funds reserve account, (ii) $0.00 in the TI & LC Funds reserve account, (iii) $0.00 in the On-going Replacement Reserve, (iv) $0.00 in the Tenant Reserve Funds reserve account, and (v) $0.00 in the Cold Stone Creamery 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.

(b)             The Note requires that monthly payments of principal and interest in the amount of $47,895.44 be made on or before the first day of each month continuing to December 1, 2014, whereupon the entire outstanding balance of the Loan shall be immediately due and payable, if not sooner accelerated or paid.

(c)              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 Loan Documents.

(d)             There are no defenses, offsets or counterclaims by Original Borrower to the Note, the Security Instrument or the other Loan Documents.

(e)              There are no defaults by Original Borrower under the provisions of the Note, the Security Instrument or the other Loan Documents, nor, to the best of Original Borrower’s knowledge, are there any conditions which with the giving of notice or the passage of time or both may constitute a default by Original Borrower under the provisions of the Note, the Security Instrument or the other Loan Documents.

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(f)                To the best of Original Borrower’s knowledge, all provisions of the Note, the Security Instrument and the other Loan Documents are valid, in full force and effect, and enforceable in accordance with their terms.

(g)             There are no subordinate liens of any kind covering or relating to the Property, nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property, nor has notice of a lien or notice of intent to file a lien been received by Original Borrower.

Original Borrower understands and intends that Noteholder and Assumptor will rely upon the acknowledgments, representations and warranties contained herein in entering into this Agreement.

4.                        Assumptor’s and New Borrower Principal’s Representations and Warranties . Assumptor and New Borrower Principal jointly and severally represent and warrant to Noteholder as of the date of this Agreement that neither Assumptor nor New Borrower Principal has any knowledge that any of the representations made by Original Borrower in Section 3 above are not true and correct. Assumptor and New Borrower Principal understand and intend that Noteholder will rely on the representations and warranties contained herein.

5.                        Consent to Transfer and Assumption . Noteholder hereby consents to the Transfer and to the Assumption, subject to the terms and conditions set forth in this Agreement Noteholder’s consent to the Transfer of the Property to Assumptor and Noteholder’s consent to the Assumption are not intended to be and shall not be construed as a consent to any subsequent transfer or assumption which requires Noteholder’s consent pursuant to the terms of the Loan Documents.

6.                        Assumption by New Borrower Principal of Liability for the Exceptions to Non-Recourse . New Borrower Principal hereby adopts, ratifies and confirms all of the representations, warranties and covenants of Original Borrower Principal under the Loan Documents as if New Borrower Principal were the Original Borrower Principal named therein, and jointly and severally assumes all liability of Original Borrower Principal under the Loan Documents as of the origination date of the Loan, including, without limitation, including, without limitation, the Environmental Indemnity Agreement, the Guaranty, and Article 11 of the Security Instrument. Reference in any Loan Document to Original Borrower Principal henceforth shall be deemed to refer to New Borrower Principal.

7.                        Release of Original Borrower and Original Borrower Principal . In reliance on Original Borrower’s and Assumptor’s acknowledgments, representations and warranties in this Agreement and in consideration for the releases contained in Section 12 of this Agreement, Noteholder releases Original Borrower and Original Borrower Principal from their respective obligations under the Loan Documents, provided that neither Original Borrower nor Original Borrower Principal is released from any liability pursuant to this Agreement or any of the Loan Documents, including, without limitation, Section 11 of the Security Instrument, for any liability that relates to the period prior to the date hereof regardless of when any environmental hazard or other condition giving rise to any such liability thereunder is discovered. Nothing contained herein shall be deemed to impair the right of Noteholder to name Original Borrower, for

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purposes of extinguishing Original Borrower’s interest in the Property, as a party defendant in any action or suit for judicial foreclosure and sale under the Security Instrument or for purposes of appointment of a receiver for the Property, or for purposes of enforcement of the assignment of leases and rents set forth in the Security Instrument.

8.                        No Impairment of Lien . Nothing set forth herein shall affect the priority or extent of the lien of the Security Instrument or any of the other Loan Documents, nor, except as expressly set forth herein, release or change the liability of any party who may now be or after the date of this Agreement may become liable, primarily or secondarily, under the Loan Documents. Except as expressly modified hereby, the Note, the Security Instrument and the other Loan Documents remain unchanged, are hereby ratified and reaffirmed in all respects and shall remain in full force and effect, and this Agreement shall have no effect on the priority or validity of the liens, operation and effect of the Security Instrument and the other Loan Documents, all of which are incorporated herein by reference. Nothing herein shall be construed to constitute a novation of the Loan or of any of the Loan Documents.

9.                        Costs . Original Borrower agrees to pay all fees and costs (including reasonable attorneys’ fees) incurred by Noteholder in connection with Noteholder’s consent to and approval of the Transfer of the Property and the assumption fee equal to 1.0% of the outstanding principal balance of the Loan which is required to be paid by Original Borrower to Noteholder in consideration of the consent to the Transfer and to the Assumption.

10.                       Financial Information . Assumptor and New Borrower Principal represent and warrant to Noteholder that all financial information and information regarding the management capability of Assumptor and New Borrower Principal provided to Noteholder was true and correct as of the date provided to Noteholder and remains materially true and correct as of the date of this Agreement.

11.                       Addresses . From and after the date hereof, the addresses for notice for Assumptor, New Borrower Principal and Noteholder hereunder and under the Loan Documents are as follows:

Assumptor:

MB Cypress CyFair Limited Partnership
2901 Butterfield Road
Oak Brook, Illinois 60523
Attn: Lori Foust

New Borrower Principal:

Minto Builders (Florida), Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
Attn: Lori Foust

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Noteholder:

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-C3
c/o Midland Loan Services, Inc.
10851 Mastin, Suite 300
Overland Park, Kansas 66210
Attn: MLS Loan Number 03-0244355

12.                       Complete Release . Assumptor, Original Borrower, Original Borrower Principal and New Borrower Principal hereby jointly and severally, unconditionally and irrevocably release and forever discharge Lender, Noteholder and Master Servicer and their respective successors, assigns, agents, directors, officers, employees and attorneys, and each current or substitute trustee, if any, under the Security Instrument (collectively, “ Indemnitees ”) from all Claims (as defined below). Further, each of Original Borrower and Original Borrower Principal hereby covenants and agrees that it will not take or assert, and will not request or cause any other person or entity to take or assert, any action, claim or allegation in contradiction of, or inconsistent with, the following statement: all provisions of the Note, the Security Instrument and the other Loan Documents are valid, in full force and effect, and enforceable in accordance with their terms. Original Borrower and Original Borrower Principal jointly and severally agree to indemnify Indemnitees and defend and hold them harmless from any and all claims, losses, causes of action, costs and expenses of every kind or character incurred by or asserted against Indemnitees in connection with (A) any Claims, the Transfer, or the breach by Original Borrower or Original Borrower Principal of the Loan Documents, as amended herein, but only to the extent that such claims, losses, causes of action, costs and expenses arise out of or are in any way connected with or result from the acts, actions or omissions of Original Borrower or Original Borrower Principal, or (B) any actions or conduct taken or caused to be taken by Original Borrower, Original Borrower Principal, or any person or entity claiming by, through, under, or on behalf of Original Borrower or Original Borrower Principal which are in contradiction of, inconsistent with, or in breach of the terms and provisions of this Section 12 (including, without limitation, the release and discharge set forth in this Section 12). Assumptor and New Borrower Principal jointly and severally agree to indemnify Indemnitees, and defend and hold them harmless from any and all claims, losses, causes of action, costs and expenses of every kind or character incurred by or asserted against Indemnitees in connection with Claims, the Transfer or the breach by Assumptor or New Borrower Principal of the Loan Documents, as amended herein, but only to the extent that such claims, losses, causes of action, costs and expenses arise out of or are in any way connected with or result from the acts, actions or omissions of Assumptor or New Borrower Principal.

As used in this Agreement, the term “ Claims ” shall mean any and all possible claims, demands, actions, fees, costs, expenses and liabilities whatsoever, known or unknown, at law or in equity, originating in whole or in part, on or before the date of this Agreement, which Original Borrower, Original Borrower Principal, or any of their respective partners, limited partners, members, officers, directors, shareholders, agents or employees may now or hereafter have against Indemnitees, and irrespective of whether any such Claims arise out of contract, tort,

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violation of laws, regulat