LOAN AND (III) LENDER'S LEGAL FEES.
FURTHER, IF
AS A CONDITION TO APPROVING THE LOAN ASSUMPTION AND RELEASE, THE LENDER REQUIRES
A REDUCTION IN THE OUTSTANDING PRINCIPAL AMOUNT OF EITHER OF THE LOANS, THEN (I)
PURCHASER SHALL PAY SUCH PORTION OF THE OUTSTANDING PRINCIPAL BALANCE OF THE
LOANS AS THE LENDER MAY REQUIRE AND (II) SELLER SHALL PAY ANY PREPAYMENT
PENALTY(IES) ASSOCIATED WITH SUCH PREPAYMENT OF THE LOANS.
4.5.6
SELLER SHALL ASSIGN ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO ALL
RESERVES, IMPOUNDS AND OTHER ACCOUNTS HELD BY LENDER IN CONNECTION WITH THE
LOANS, AND AT CLOSING, PURCHASER SHALL PAY TO SELLER AN AMOUNT EQUAL TO THE
BALANCE OF SUCH RESERVES, IMPOUNDS AND ACCOUNTS SO ASSIGNED.
ADDITIONALLY,
PURCHASER SHALL BE RESPONSIBLE FOR FUNDING ANY ADDITIONAL OR INCREASED RESERVES,
IMPOUNDS OR ACCOUNTS REQUIRED BY LENDER THAT ARE FOR REAL ESTATE TAXES,
INSURANCE AND CAPITAL IMPROVEMENTS OR REPAIRS IN AMOUNTS CUSTOMARY AND
REASONABLE FOR LOANS ON MULTI-FAMILY PROPERTY IN SEMINOLE COUNTY, FLORIDA WHICH
ARE SIMILAR IN TYPE, AGE AND CONDITION AS THE PROPERTY (THE "REQUIRED LOAN FUND
AMOUNTS").
4.5.7
PURCHASER AGREES PROMPTLY TO DELIVER TO THE LENDER ALL DOCUMENTS AND
INFORMATION REQUIRED BY THE ASSUMED LOAN DOCUMENTS, AND SUCH OTHER INFORMATION
OR DOCUMENTATION AS THE LENDER REASONABLY MAY REQUEST, INCLUDING, WITHOUT
LIMITATION, FINANCIAL STATEMENTS, INCOME TAX RETURNS AND OTHER FINANCIAL
INFORMATION FOR PURCHASER AND ANY REQUIRED GUARANTOR.
SELLER AGREES THAT IT
WILL COOPERATE WITH PURCHASER AND LENDER IN CONNECTION WITH PURCHASER'S
APPLICATION TO LENDER FOR APPROVAL OF THE LOAN ASSUMPTION AND RELEASE AND THE
CLOSING OF THE LOAN ASSUMPTION AND RELEASE
4.5.8
TO THE EXTENT REQUIRED BY LENDER, PURCHASER SHALL ORDER A PHASE I
ENVIRONMENTAL STUDY AND/OR PROPERTY CONDITION REPORT (PREPARED BY A CONSULTANT
AND ENGINEER REASONABLY ACCEPTABLE TO PURCHASER AND LENDER), AND COVENANTS THAT
SUCH PHASE I ENVIRONMENTAL STUDY AND/OR PROPERTY CONDITION REPORT SHALL BE
DELIVERED TO SELLER AND LENDER PRIOR TO THE CLOSING DATE IN CONNECTION WITH AND
AS A PRECONDITION TO THE LOAN ASSUMPTION AND RELEASE.
4.5.9
IF (A) PURCHASER COMPLIES IN ALL MATERIAL RESPECTS WITH ITS OBLIGATIONS
UNDER THIS CONTRACT (INCLUDING THIS SECTION 4.5), AND (B) PURCHASER IS UNABLE TO
OBTAIN THE CONSENT OF THE LENDER TO THE LOAN ASSUMPTION AND RELEASE (SUBJECT
ONLY TO LENDER'S CUSTOMARY CONDITIONS) ON OR BEFORE THE DATE THAT IS FORTY-FIVE
(45) DAYS FROM THE EFFECTIVE DATE (THE "LOAN ASSUMPTION APPROVAL PERIOD"), THEN
PURCHASER SHALL HAVE THE RIGHT, ON OR BEFORE THE EXPIRATION OF THE LOAN
ASSUMPTION APPROVAL PERIOD TO GIVE ESCROW AGENT NOTICE TERMINATING THIS CONTRACT
BASED SOLELY ON THE FACT THAT THE LOAN ASSUMPTION AND RELEASE HAS NOT BEEN
APPROVED BY THE LENDER, IN WHICH EVENT THIS CONTRACT SHALL BE OF NO FURTHER
FORCE AND EFFECT, SUBJECT TO AND EXCEPT FOR THE SURVIVAL PROVISIONS, AND ESCROW
AGENT SHALL FORTHWITH RETURN THE DEPOSIT TO PURCHASER.
IF (Y) DESPITE PURCHASER USING COMMERCIALLY REASONABLE GOOD FAITH
EFFORTS TO OBTAIN THE LOAN ASSUMPTION AND RELEASE, PURCHASER DOES NOT OBTAIN THE
CONSENT OF THE LENDER TO THE LOAN ASSUMPTION AND RELEASE (SUBJECT ONLY