THE REQUIRED LENDERS, THE TRUST AND THE CORPORATE OWNER TRUSTEE (THE
"ASSIGNMENT AND ASSUMPTION AGREEMENT");
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(b)
Evidence of notice of the transfer of the of the Owner Participant
Interest to the Trust, the Corporate Owner Trustee, the Indenture Trustee and
the Lenders in accordance with Section 8.01(a)(iv) of the Participation
Agreement;
and
(c)
Such instruments and documents as may reasonably be required by
Purchaser's title insurer to update any existing title insurance policy.
7.3
AT THE CLOSING, PURCHASER SHALL EXECUTE AND DELIVER TO SELLER A
COUNTERPART OF THE ASSIGNMENT AND ASSUMPTION AGREEMENT AND PAY TO SELLER THE
CASH PURCHASE PRICE.
7.4
PURCHASER AND SELLER EACH SHALL PAY THEIR RESPECTIVE LEGAL COSTS.
PURCHASER SHALL BE RESPONSIBLE FOR THE PAYMENT OF THE COSTS OF ITS DUE
DILIGENCE, INCLUDING, WITHOUT LIMITATION, TITLE INSURANCE, SURVEY FEES,
RECORDING CHARGES, ENVIRONMENTAL COSTS AND ENGINEERING COSTS.
PURCHASER SHALL
PAY SALES, TRANSFER OR SIMILAR TAXES, IF ANY.
ALL OTHER COSTS SHALL BE PAID IN
ACCORDANCE WITH LOCAL CUSTOM.
7.5
The Earnest Money shall be applied at Closing as a credit against
the Cash Purchase Price.
7.6
AT THE CLOSING, THE PARTIES SHALL EACH EXECUTE A CLOSING STATEMENT
REFLECTING THE CLOSING DISBURSEMENTS AND OTHER FINANCIAL ASPECTS OF THE
TRANSACTION AND SUCH OTHER DOCUMENTS AS MAY BE NECESSARY OR APPROPRIATE TO
CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
7.7
IN ADDITION TO ALL DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXPRESSLY
PROVIDED FOR HEREIN, PURCHASER AND SELLER SHALL EXECUTE SUCH OTHER DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, AN INCUMBENCY CERTIFICATE AND CERTIFIED
RESOLUTIONS AUTHORIZING THE EXECUTION AND DELIVERY OF ALL DOCUMENTS AND THE
PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED HEREUNDER) AS MAY BE REASONABLY
REQUIRED BY COUNSEL FOR EITHER PARTY OR PURCHASER'S TITLE INSURER TO EFFECTUATE
THE PURPOSES OF THIS AGREEMENT.
8.
DEFAULT AND REMEDIES.
8.1
IF THE CLOSING DOES NOT OCCUR BECAUSE OF SELLER'S INABILITY,
FAILURE OR REFUSAL TO PERFORM ITS OBLIGATIONS HEREUNDER, OR BECAUSE ANY WARRANTY
OR REPRESENTATION MADE HEREIN BY SELLER PROVES UNTRUE IN A MATERIAL RESPECT
RESULTING IN PURCHASER ELECTING THE REMEDIES DESCRIBED HEREIN OR BECAUSE ANY
PURCHASER CONDITION HAS NOT BEEN TIMELY SATISFIED, AND THE SAME IS NOT CURED BY
SELLER WITHIN TEN (10) DAYS AFTER RECEIPT OF NOTICE FROM PURCHASER IDENTIFYING
SUCH INABILITY, FAILURE, REFUSAL, UNTRUTH, OR NON-SATISFACTION, THEN PURCHASER
MAY ELECT, UPON WRITTEN NOTICE BY PURCHASER TO SELLER, TO FILE SUIT FOR SPECIFIC
PERFORMANCE OF THIS AGREEMENT.
8.2
IF THE CLOSING DOES NOT OCCUR BECAUSE OF PURCHASER'S DEFAULT IN
ITS OBLIGATIONS HEREUNDER OR BECAUSE ANY SELLER CONDITION HAS NOT BEEN TIMELY
SATISFIED, AND THE SAME IS NOT CURED BY PURCHASER WITHIN TEN (10) DAYS AFTER
RECEIPT OF NOTICE FROM SELLER'S IDENTIFYING SUCH DEFAULT, THEN, UPON WRITTEN
NOTICE BY SELLER OF SUCH OCCURRENCE TO PURCHASER, SELLER SHALL RETAIN THE
EARNEST MONEY AS FULL LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE
REMEDY FOR SUCH DEFAULT, IT BEING AGREED AND UNDERSTOOD THAT IT IS IMPOSSIBLE TO
ESTIMATE MORE PRECISELY THE
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DAMAGES WHICH MAY SUFFERED BY SELLER UPON SUCH DEFAULT BY PURCHASER AND THAT THE
EARNEST MONEY IS