FEES, AND OTHER FEES TO RELEASE
SELLER OF ALL LIABILITY UNDER THE LOANS) IMPOSED OR CHARGED BY ANY OF THE
LENDERS OR THEIR 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.
IF THE LENDER FEES EXCEED THE SUM OF 1% OF
THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF THE LOANS PLUS $59,000, AND
SELLER DOES NOT AGREE TO PAY THE EXCESS, THEN PURCHASER SHALL HAVE THE RIGHT TO
TERMINATE THIS CONTRACT.
IN THE EVENT OF SUCH TERMINATION, THE DEPOSIT SHALL BE
PROMPTLY RETURNED TO PURCHASER AND THIS CONTRACT SHALL BE OF NO FURTHER FORCE OR
EFFECT, EXCEPT FOR THOSE PROVISIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS
CONTRACT.
4.7.6
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.
4.7.7
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 A 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 LENDERS, AT NO COST OR EXPENSE TO SELLER, IN
CONNECTION WITH PURCHASER'S APPLICATION TO EACH LENDER FOR APPROVAL OF THE LOAN
ASSUMPTION AND RELEASE, INCLUDING, UPON PURCHASER'S OR LENDERS' SPECIFIC REQUEST
THEREFOR TO SELLER, DELIVERING ANY PROPERTY-RELATED DOCUMENTS TO LENDERS, TO THE
EXTENT (A) NOT PREVIOUSLY DELIVERED TO PURCHASER, (B) THAT SUCH PROPERTY-RELATED
DOCUMENTS EXIST AND (C) THAT SUCH PROPERTY-RELATED DOCUMENTS ARE IN SELLER'S
POSSESSION OR REASONABLE CONTROL.
4.7.8
IF REQUIRED BY LENDER, PURCHASER SHALL PROMPTLY ORDER A PHASE I
ENVIRONMENTAL STUDY AND/OR A PROPERTY CONDITION ASSESSMENT REPORT (PREPARED BY
AN ENVIRONMENTAL ENGINEER/ENGINEERING COMPANY REASONABLY ACCEPTABLE TO THE
LENDERS), AND COVENANTS THAT SUCH PHASE I ENVIRONMENTAL STUDY AND PROPERTY
CONDITION ASSESSMENT REPORT SHALL BE DELIVERED TO SELLER AND LENDERS PRIOR TO
THE CLOSING DATE.
4.8
PURCHASER FINANCING.
Except as otherwise provided in Section 4.7 above with respect to the Loan
Assumption and Release, Purchaser assumes full responsibility to obtain the
funds required for settlement, and Purchaser's acquisition of such funds shall
not be a contingency to the Closing.
4.9
COLLECTIVE BARGAINING AGREEMENT.
4.9.1
SELLER HAS INFORMED PURCHASER THAT SELLER IS A PARTY TO THAT CERTAIN
COLLECTIVE BARGAINING AGREEMENT BETWEEN UNITED FOOD AND COMMERCIAL WORKERS
UNION, LOCAL 1776 (THE " UNION") AND VILLAGE OF PENNBROOK EFFECTIVE MAY 1, 2005,
AS AMENDED BY THAT CERTAIN MEMORANDUM OF AGREEMENT BETWEEN VILLAGE OF PENNBROOK
AND THE UNITED FOOD AND COMMERCIAL WORKERS UNION, LOCAL 1776 DATED DECEMBER 4,
2008 (THE " COLLECTIVE BARGAINING AGREEMENT").
PURCHASER ACKNOWLEDGES THAT
CERTAIN OF THE EMPLOYEES OF SELLER AND SELLER'S MANAGER ARE MEMBERS OF THE
UNION.
PRIOR TO THE CLOSING, SELLER SHALL PROVIDE A NOTICE TO THE