SHALL PROVIDE EVIDENCE OF ITS
SUBMISSION TO LENDER ON OR BEFORE THE LOAN ASSUMPTION APPLICATION SUBMITTAL
DEADLINE.
PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS SOLELY
RESPONSIBLE FOR THE PREPARATION AND SUBMITTAL OF THE LOAN ASSUMPTION
APPLICATION, INCLUDING THE COLLECTION OF ALL MATERIALS, DOCUMENTS, CERTIFICATES,
FINANCIALS, SIGNATURES, AND OTHER ITEMS REQUIRED TO BE SUBMITTED TO LENDER IN
CONNECTION WITH THE LOAN ASSUMPTION APPLICATION.
4.5.4
PURCHASER SHALL COMPLY WITH LENDER'S ASSUMPTION GUIDELINES IN
CONNECTION WITH THE LOAN ASSUMPTION AND RELEASE AND, IF REQUIRED BY THE LENDER,
PURCHASER SHALL CAUSE SUCH OTHER PERSON OR ENTITY REASONABLY ACCEPTABLE TO THE
LENDER TO EXECUTE AND DELIVER A "NON-RECOURSE CARVE-OUT" GUARANTY AND
ENVIRONMENTAL INDEMNITY IN FAVOR OF LENDER.
PURCHASER SHALL BE RESPONSIBLE AT
ITS SOLE COST AND EXPENSE FOR CORRECTING AND RE-SUBMITTING ANY DEFICIENCIES
NOTED BY LENDER IN CONNECTION WITH THE LOAN ASSUMPTION APPLICATION NO LATER THAN
3 BUSINESS DAYS AFTER NOTIFICATION FROM LENDER OF SUCH DEFICIENCY.
PURCHASER
ALSO SHALL PROVIDE SELLER WITH A COPY OF ANY CORRESPONDENCE FROM LENDER WITH
RESPECT TO THE LOAN ASSUMPTION APPLICATION NO LATER THAN 3 BUSINESS DAYS AFTER
RECEIPT OF SUCH CORRESPONDENCE FROM LENDER.
PURCHASER ACKNOWLEDGES THAT
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 THE LENDER TO COMPLY WITH THE APPROPRIATE PROVISIONS OF
BOTH THE ASSUMED LOAN DOCUMENTS AND LENDER 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 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 IN CONNECTION WITH PURCHASER'S
APPLICATION TO LENDER 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 AND A PROPERTY CONDITION REPORT (EACH PREPARED