Common use of Failure to Obtain Assumption Approval Clause in Contracts

Failure to Obtain Assumption Approval. Purchaser shall be in default of this Agreement in the event (a) Purchaser fails to obtain any Loan Assumption Approval by the Loan Assumption Deadline and (b) Purchaser did not use its best efforts to so obtain such approval. In the event Purchaser notifies Seller on the Loan Assumption Deadline that a Loan Assumption Approval was not obtained and Purchaser has used its best efforts to obtain such Loan Assumption Approval, the Loan Assumption Deadline shall automatically be extended to November 21, 2008 (the “Extended Loan Assumption Deadline”). In the event Purchaser notifies Seller on the Extended Loan Assumption Deadline that a Loan Assumption Approval was not obtained and Seller reasonably determines Purchaser used its best efforts to obtain such Loan Assumption Approval, Sellers shall, in their sole discretion and by written notice to Purchaser, either (a) extend the Extended Loan Assumption Deadline for the applicable Assumption Property for a period of up to thirty (30) additional days (and the Closing Date shall be extended as provided in Section 6.2); (b) terminate this Agreement with respect to such Assumption Property, in which event Purchaser shall receive a credit at Closing against the Base Purchase Price for the remaining Properties in an amount equal to the Applicable Share of the Deposit allocated to such terminated Property; or (c) convert such Property to a Payoff Property (provided, however, that such Seller shall be responsible for payment of any prepayment premiums or penalties imposed by the applicable Assumption Lender in connection with such payoff). If Sellers elect to convert an Assumption Property to a Payoff Property as provided herein, Sellers shall have no obligation to offer to Purchaser the Seller Loan for such Property. In the event Sellers elect to further extend the Extended Loan Assumption Approval as provided above and at the expiration of such extended period the applicable Loan Assumption Approval still has not been obtained despite Purchaser having used best efforts to obtain such approval, then Sellers shall elect to exercise either of their rights set forth in items (b) or (c) above. In the event the Extended Loan Assumption Deadline for a Property is extended as provided above, Purchaser shall have the right to extend the Closing Date for such Property, subject to the conditions set forth in Section 6.2. In the event that Sellers elect to convert an Assumption Property to a Payoff Property as provided herein, then notwithstanding the provisions of Section 6.2, the Closing Date will be automatically extended with respect to such Property to the date that is thirty (30) days after such Seller’s election; provided, however, that if Purchaser is unable to obtain new financing for such Property as a result of Xxxxxxx Mac or Xxxxxx Mae ceasing all lending operations, this Agreement shall terminate with respect to such Assumption Property, in which event Purchaser shall receive a credit at Closing against the Base Purchase Price for the remaining Properties in an amount equal to the Applicable Share of the Deposit allocated to such terminated Assumption Property.

Failure to Obtain Assumption Approval. Purchaser shall be in default of this Agreement in the event (a) Purchaser fails to obtain any Loan Assumption Approval by the Loan Assumption Deadline and (b) Purchaser did not use its best efforts to so obtain such approval. In the event Purchaser notifies Seller on the Loan Assumption Deadline that a Loan Assumption Approval was not obtained and Purchaser has used its best efforts to obtain such Loan Assumption Approval, the Loan Assumption Deadline shall automatically be extended to November 21, 2008 (the “Extended Loan Assumption Deadline”). In the event Purchaser notifies Seller on the Extended Loan Assumption Deadline that a Loan Assumption Approval was not obtained and Seller reasonably determines Purchaser used its best efforts to obtain such Loan Assumption Approval, Sellers shall, in their sole discretion and by written notice to Purchaser, either (a) extend the Extended Loan Assumption Deadline for the applicable Assumption Property for a period of up to thirty (30) additional days (and the Closing Date shall be extended as provided in Section 6.2“Extended Loan Assumption Deadline)”; (b) terminate this Agreement with respect to such Assumption Property, in which event Purchaser shall receive a credit at Closing against the Base Purchase Price for the remaining Properties in an amount equal to the Applicable Share of the Deposit allocated to such terminated Property; or (c) convert such Property to a Payoff Property (provided, however, that such Seller shall be responsible for payment of any prepayment premiums or penalties imposed by the applicable Assumption Lender in connection with such payoff). If Sellers elect to convert an Assumption Property to a Payoff Property as provided herein, Sellers shall have no obligation to offer to Purchaser the Seller Loan for such Property. In the event Sellers elect to further extend the Extended Loan Assumption Approval as provided above and at the expiration of such extended period the applicable Loan Assumption Approval still has not been obtained despite Purchaser having used best efforts to obtain such approval, then Sellers shall elect to exercise either of their rights set forth in items (b) or (c) above. In the event the Extended a Loan Assumption Deadline for a Property is extended as provided above, Purchaser shall have the right to extend the Closing Date for such PropertyProperty to January 23, 2009, subject to the conditions set forth in Section 6.2. In the event that Sellers elect to convert an Assumption Property to a Payoff Property as provided herein, then notwithstanding the provisions of Section 6.2, the Closing Date will be automatically extended with respect to such Property to the date that is thirty (30) days after such Seller’s election; provided, however, that if Purchaser is unable to obtain new financing for such Property as a result of Xxxxxxx Freddie Mac or Xxxxxx Fannie Mae ceasing all lending operations, this Agreement shall terminate with respect to such Assumption Property, in which event Purchaser shall receive a credit Purchaxxx xxxll receixx x xredit at Closing against the Base Purchase Price for the remaining Properties in an amount equal to the Applicable Share of the Deposit allocated to such terminated Assumption Property.