Assumptions and Consents Clause Samples

Assumptions and Consents. The Asset is subject to the mortgage lien which secures existing indebtedness as described on Exhibit G hereto (the “Existing Debt”), as more particularly described in the loan documents listed on Exhibit G hereto (collectively, the “Existing Debt Documents”). The holder of the applicable Existing Debt (whether one or more) shall be referred to as the “Lender.” During the Inspection Period, Purchaser and Seller agree to furnish Lender such documents and information with respect to Seller, Purchaser and its Affiliates and the Asset as Lender may require, and use Commercially Reasonable Efforts to attempt to reach agreement with Lender prior to expiration of the Inspection Period to permit Purchaser to assume at Closing the Existing Debt on a form of consent, assignment and assumption agreement (the “Existing Debt Assumption Agreement”), by which (i) an Acquisition Vehicle that is a special purpose entity indirectly owned and controlled by Purchaser will assume the Existing Debt and all liabilities and obligations thereunder from and after the Closing, (ii) Seller and, if applicable, its Affiliates, will be released from any and all liability arising in respect of the Existing Debt from and after the Closing, and (iii) the requirement set forth in item 1 of the January 20, 2006 letter to Bank of America, N. A., requiring delivery of a no further action or similar letter with respect to the underground storage tank as provided therein shall have been waived or the delivery date shall have been further extended to a date reasonably acceptable to both Seller and Purchaser. Purchaser shall pay at Closing any assumption or transfer fees which may be due in connection with any Lender’s consent to Purchaser’s assumption of Existing Debt, plus to the extent required by the Existing Debt Documents, any Lender’s attorney’s fees and costs incurred by any Lender, any costs incurred by any Lender for appraisals (or updates) thereto, any processing or application fee required by Lender with respect thereto, and any other out of pocket costs incurred by or at the request of Lender, to the extent required to be paid by Seller or Purchaser as a condition to such consent and assumption under the terms of the Existing Debt Documents (collectively, the “Loan Assumption Costs”). At Closing, any tax, insurance and other reserve or escrow accounts held by the Lender pursuant to the Existing Debt Documents (collectively, the “Existing Debt Reserves”) shall be assigned to Purchaser ...