ANY CORRESPONDENCE FROM A LENDER WITH RESPECT TO THE LOAN
ASSUMPTION APPLICATION NO LATER THAN 3 BUSINESS DAYS AFTER RECEIPT OF SUCH
CORRESPONDENCE FROM SUCH LENDER.
PURCHASER ACKNOWLEDGES THAT SUCH LENDER'S
ASSUMPTION GUIDELINES MAY NOT BE CONSISTENT WITH THE PROVISIONS OF THE ASSUMED
LOAN DOCUMENTS CONCERNING THE LOAN ASSUMPTION AND RELEASE.
PURCHASER SHALL
COORDINATE WITH SUCH LENDER TO COMPLY WITH THE APPROPRIATE PROVISIONS OF BOTH
THE ASSUMED LOAN DOCUMENTS AND SUCH LENDER'S ASSUMPTION GUIDELINES IN ORDER TO
ALLOW FOR THE LOAN ASSUMPTION AND RELEASE.
4.5.5
PURCHASER SHALL PAY ALL FEES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, ALL SERVICING FEES AND CHARGES, TRANSFER FEES, ASSUMPTION FEES,
TITLE FEES, ENDORSEMENT FEES, AND OTHER FEES TO RELEASE SELLER OF ALL LIABILITY
UNDER THE LOANS) IMPOSED OR CHARGED BY THE LENDERS OR ITS COUNSEL (SUCH FEES AND
EXPENSES COLLECTIVELY BEING REFERRED TO AS THE "LENDERS FEES"), IN CONNECTION
WITH THE LOAN ASSUMPTION APPLICATION AND THE LOAN ASSUMPTION AND RELEASE.
4.5.6
SELLER SHALL ASSIGN ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO
ALL RESERVES, IMPOUNDS AND OTHER ACCOUNTS HELD BY LENDERS 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 LENDERS TO BE MAINTAINED BY PURCHASER IN
CONNECTION WITH THE LOANS AFTER THE LOAN ASSUMPTION AND RELEASE (THE "REQUIRED
LOAN FUND AMOUNTS").
4.5.7
PURCHASER AGREES PROMPTLY TO DELIVER TO THE LENDERS ALL DOCUMENTS
AND INFORMATION REQUIRED BY THE ASSUMED LOAN DOCUMENTS, AND SUCH OTHER
INFORMATION OR DOCUMENTATION AS THE LENDERS 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 LENDERS, AT NO COST OR EXPENSE TO SELLER, IN
CONNECTION WITH PURCHASER'S APPLICATION TO LENDERS FOR APPROVAL OF THE LOAN
ASSUMPTION AND RELEASE.
4.5.8
NO LATER THAN 10 DAYS AFTER THE EFFECTIVE DATE, PURCHASER SHALL
ORDER A PHASE I ENVIRONMENTAL STUDY (PREPARED BY AN ENVIRONMENTAL ENGINEER
REASONABLY ACCEPTABLE TO SELLER AND LENDERS), AND COVENANTS THAT SUCH PHASE I
ENVIRONMENTAL STUDY SHALL BE DELIVERED TO SELLER AND LENDERS NO LATER THAN 10
DAYS PRIOR TO THE CLOSING DATE IN CONNECTION WITH AND AS A PRECONDITION TO THE
LOAN ASSUMPTION AND RELEASE.
4.5.9
PURCHASER SHALL BE IN DEFAULT HEREUNDER IF (I) PURCHASER FAILS TO
SUBMIT A COMPLETE LOAN ASSUMPTION APPLICATION FOR EACH OF THE LOANS BY THE LOAN
ASSUMPTION APPLICATION SUBMITTAL DEADLINE, OR (II) PURCHASER FAILS TO USE BEST
EFFORTS TO OBTAIN LENDERS' CONSENT TO THE LOAN ASSUMPTION AND RELEASE PRIOR TO
THE CLOSING DATE, IN EITHER OF WHICH EVENTS SELLER MAY TERMINATE THIS CONTRACT
AND THE DEPOSIT SHALL BE IMMEDIATELY RELEASED BY THE ESCROW AGENT TO SELLER.
IF
(A) PURCHASER FULLY COMPLIES WITH ITS OBLIGATIONS UNDER THIS CONTRACT (INCLUDING
THIS SECTION 4.5) AND THE REQUIREMENTS OF THE ASSUMED LOAN DOCUMENTS IN
CONNECTION WITH OBTAINING THE LOAN ASSUMPTION AND RELEASE, (B)