Existing Debt Assumptions Sample Clauses

Existing Debt Assumptions. (a) Purchaser shall assume the indebtedness listed on Exhibit L (the “Existing Debt”) at Closing and cause each Existing Debt lender to release Seller and all Existing Debt guarantors and indemnitors who are affiliated with Seller from all liability under the Existing Debt documents (collectively, the “Existing Debt Assumption and Release”). Purchaser and Seller acknowledge and agree that Seller’s marketing of the Property pursuant to Section 2.2 will include assumption of the Existing Debt by any prospective Third Party Buyer. Purchaser’s pursuit of the assumption of the Existing Debt under this Section 4.4 using commercially reasonable good faith efforts shall start immediately upon the earliest to occur of: (i) December 31, 2021, if Seller has not entered into a Third Party Buyer PSA which is in full force and effect on such date, (ii) if any such Third Party PSA is in effect on December 31, 2021, the date thereafter that Seller provides Purchaser with written notice that such Third Party Buyer PSA has been terminated, provided, if the Third Party Buyer PSA is in effect on December 31, 2021 and has not been terminated by January 31, 2022, Purchaser shall have no obligation to purchase the Property under this Section 4.4(a)(ii) after April 1, 2022, or (iii) the date Seller provides Purchaser with written notice that Seller has ceased marketing the Property for sale to a Third Party Buyer pursuant to Section 2.2, provided, such date shall be no earlier than September 1, 2021 (any of (i) through (iii) being referred to herein as the “Assumption Start Date”). (b) Purchaser acknowledges that it has reviewed the provisions of Existing Debt relating to the assumptions of the Existing Debt and agrees, beginning on the Assumption Start Date, to use diligent and commercially reasonable efforts to promptly satisfy all conditions that each of the Existing Debt lenders, any servicer and/or the rating agencies may require in order to cause the Existing Debt Assumption and Release. Without limiting the foregoing, Purchaser hereby agrees (i) to cooperate with all reasonable requests made by or on behalf of each of the Existing Debt lenders, any servicer and/or any rating agencies for information regarding Purchaser and its Affiliates as potential new guarantors or indemnitors of the Existing Debt (including providing all financial statements, organizational documents, background information regarding Purchaser and its Affiliates and other information and documents requ...