ENDORSEMENT FEES) IMPOSED OR
CHARGED BY EACH LENDER OR ITS COUNSEL (SUCH FEES AND EXPENSES COLLECTIVELY BEING
REFERRED TO AS THE "LENDER FEES"), IN CONNECTION WITH EACH LOAN ASSUMPTION
APPLICATION AND EACH LOAN ASSUMPTION AND RELEASE OR AS A RESULT OF A LOAN PAYOFF
(AS THE CASE MAY BE).
4.5.6
EACH 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 EACH
LOAN, AND AT CLOSING, PURCHASER SHALL REMIT TO THE APPLICABLE SELLER AN AMOUNT
EQUAL TO THE BALANCE OF SUCH RESERVES, IMPOUNDS AND ACCOUNTS SO ASSIGNED.
ADDITIONALLY, SUBJECT TO SECTION 4.5.4, PURCHASER SHALL BE RESPONSIBLE FOR
FUNDING ANY ADDITIONAL OR INCREASED RESERVES, IMPOUNDS OR ACCOUNTS REQUIRED BY A
LENDER TO BE MAINTAINED BY PURCHASER IN CONNECTION WITH EACH LOAN AFTER THE LOAN
ASSUMPTION AND RELEASE (THE "REQUIRED LOAN FUND AMOUNTS").
4.5.7
PURCHASER AGREES PROMPTLY TO DELIVER TO EACH LENDER ALL DOCUMENTS AND
INFORMATION REQUIRED BY THE ASSUMED LOAN DOCUMENTS, AND SUCH OTHER INFORMATION
OR DOCUMENTATION AS SUCH LENDER REASONABLY MAY REQUEST, INCLUDING, WITHOUT
LIMITATION, FINANCIAL STATEMENTS, INCOME TAX RETURNS AND OTHER FINANCIAL
INFORMATION FOR PURCHASER AND ANY REQUIRED GUARANTOR.
EACH SELLER AGREES THAT
IT WILL COOPERATE WITH PURCHASER AND THE APPLICABLE LENDER, AT NO COST OR
EXPENSE TO SUCH SELLER, IN CONNECTION WITH PURCHASER'S APPLICATION TO LENDER FOR
APPROVAL OF EACH APPLICABLE LOAN ASSUMPTION AND RELEASE.
4.5.8
TO THE EXTENT REQUIRED BY A LENDER, NO LATER THAN 25 DAYS AFTER THE
EFFECTIVE DATE, PURCHASER SHALL ORDER A PHASE I ENVIRONMENTAL STUDY AND PROPERTY
CONDITION REPORT FOR EACH PROPERTY (PREPARED BY A CONSULTANT AND ENGINEER
REASONABLY ACCEPTABLE TO EACH APPLICABLE LENDER), AND COVENANTS THAT SUCH PHASE
I ENVIRONMENTAL STUDY AND PROPERTY CONDITION REPORT SHALL BE DELIVERED TO
SELLERS' REPRESENTATIVE AND LENDER NO LATER THAN 10 DAYS PRIOR TO THE CLOSING
DATE IN CONNECTION WITH AND AS A PRECONDITION TO A LOAN ASSUMPTION AND RELEASE
FOR EACH PROPERTY.
THE FOREGOING SHALL NOT RESTRICT PURCHASER'S ABILITY TO
ORDER A PHASE I ENVIRONMENTAL STUDY AND PROPERTY CONDITION REPORT IF A LENDER
DOES NOT REQUIRE SAME.
4.5.9
IF (A) 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 EACH LOAN ASSUMPTION AND RELEASE, INCLUDING,
WITHOUT LIMITATION, SUBMITTING EACH LOAN ASSUMPTION APPLICATION ON OR BEFORE THE
EXPIRATION OF THE LOAN ASSUMPTION APPLICATION SUBMITTAL DEADLINE, (B) PURCHASER
USES COMMERCIALLY REASONABLE EFFORTS TO OBTAIN EACH LOAN ASSUMPTION AND RELEASE,
AND (C) PURCHASER IS UNABLE TO OBTAIN THE CONSENT OF EACH LENDER TO EACH LOAN
ASSUMPTION AND RELEASE WITHOUT ANY MATERIAL LOAN MODIFICATIONS ON OR BEFORE
APRIL 12, 2010 (THE "LOAN ASSUMPTION APPROVAL PERIOD"), THEN PURCHASER SHALL
HAVE THE RIGHT, ON OR BEFORE THE EXPIRATION OF THE LOAN ASSUMPTION APPROVAL
PERIOD TO GIVE SELLERS' REPRESENTATIVE AND ESCROW AGENT NOTICE TERMINATING THIS
CONTRACT IN ITS ENTIRETY WITH RESPECT TO BOTH PROPERTIES (BUT NOT IN PART WITH
RESPECT TO LESS THAN BOTH PROPERTIES) BASED SOLELY ON THE FACT THAT A