BE CONSISTENT WITH THE PROVISIONS OF THE ASSUMED LOAN DOCUMENTS CONCERNING 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 AND ENDORSEMENT FEES) IMPOSED OR CHARGED BY THE LENDER OR ITS COUNSEL
(SUCH FEES AND EXPENSES COLLECTIVELY BEING REFERRED TO AS THE "LENDER 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 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 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 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, AT NO COST OR EXPENSE TO SELLER, IN
CONNECTION WITH PURCHASER'S APPLICATION TO LENDER FOR APPROVAL OF THE LOAN
ASSUMPTION AND RELEASE.
4.5.8
TO THE EXTENT REQUIRED BY LENDER, NO LATER THAN 15 DAYS AFTER THE
EFFECTIVE DATE, PURCHASER SHALL ORDER A PHASE I ENVIRONMENTAL STUDY AND/OR
PROPERTY CONDITION REPORT (PREPARED BY A CONSULTANT AND ENGINEER REASONABLY
ACCEPTABLE TO 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.
4.5.9
(A)
IF (X) PURCHASER 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, (Y)
PURCHASER USES COMMERCIALLY REASONABLE EFFORTS TO DILIGENTLY OBTAIN THE LOAN
ASSUMPTION AND RELEASE, AND (Z) 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 APRIL 15, 2011 (THE "LOAN ASSUMPTION APPROVAL PERIOD"),
THEN PURCHASER SHALL HAVE THE RIGHT TO TERMINATE THIS CONTRACT BASED SOLELY ON
THE FACT THAT THE LOAN ASSUMPTION AND RELEASE HAS NOT BEEN APPROVED BY THE
LENDER BY GIVING WRITTEN NOTICE TO SELLER AND ESCROW AGENT NO LATER THAN 5:00
P.M. ON OR BEFORE THE DATE OF THE EXPIRATION OF THE LOAN ASSUMPTION APPROVAL
PERIOD.
IF PURCHASER PROVIDES SUCH WRITTEN NOTICE PRIOR TO THE EXPIRATION OF
THE LOAN ASSUMPTION APPROVAL PERIOD (AS SAME MAY BE EXTENDED PURSUANT TO THE
PROVISIONS OF THIS SECTION 4.5.9), THIS CONTRACT SHALL TERMINATE AND BE OF NO
FURTHER FORCE AND EFFECT, SUBJECT TO AND EXCEPT FOR THE SURVIVAL PROVISIONS, AND
ESCROW AGENT SHALL RETURN THE DEPOSIT