Common use of Assumption of Existing Debt Clause in Contracts

Assumption of Existing Debt. (A) Seller or Third-Party Transferor, as applicable, have incurred certain indebtedness secured by a lien on, pledge of, or security interest in the Properties (the “Existing Debt”) as more particularly described on Schedule 2.1(b)(i) attached hereto. Seller shall use best efforts to obtain the consent of the lender(s) of the Existing Debt to (a) the transfer of the Properties to Buyer or an Affiliate(s) of Buyer, (b) the assumption by Buyer or such Affiliate(s) of the Existing Debt, (c) the lease of the Facilities by Lessor to Lessee pursuant to terms of the Lease and (d) the termination of any cross-collateralization and cross-default provisions relating to any indebtedness other than the Existing Debt, and which consent shall confirm an identification of the applicable loan documents (the “Existing Debt Documents”), interest rate, principal and interest paid through date, outstanding principal balance, maturity date, monthly payment and, to the knowledge of such lender, the absence of any default by the borrower thereunder. If such lender(s) consent to the assumption of the Existing Debt, Buyer or its Affiliate(s) shall assume and agree to pay and perform at Closing the Existing Debt obligations that arise after the Closing (excluding the payment of any Assumption Fees), in each case subject to the prorations and adjustments provided for herein and the terms of the Lease. Seller shall pay all charges, fees, and payments that become due or arise out of the assumption by Buyer or its Affiliate(s) of the Existing Debt, including, but not limited to, all application fees, title insurance costs, assumption fees, appraisal fees, recording fees, survey costs and other similar costs required by the lender thereunder to be paid (collectively, the “Assumption Fees”). (B) The principal amount of any Existing Debt assumed by Buyer or its Affiliate(s) at Closing with respect to each Property shall be credited against the Allocated Purchase Price for such Property at Closing. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer or its Affiliate(s) assume any of Seller’s, Third-Party Transferor’s or their Affiliates’, as applicable, obligations with respect to any other indebtedness of Seller, Third-Party Transferor or their Affiliates that is cross-collateralized or cross-defaulted with the Existing Debt.

Assumption of Existing Debt. The Purchaser shall assume at Closing the indebtedness (Athe "EXISTING FINANCING") Seller or Third-Party Transferorsecured by the Project payable to the order of Wachovia Bank, National Association as Master Servicer on behalf of ▇▇▇▇▇ Fargo Bank, NA, as applicableTrustee for the benefit of Certificate Holders of Commercial Mortgage Pass-Through Certificates Series Wachovia Bank 2003-C-5 ("LENDER") subject to Purchaser (or Seller, have incurred certain indebtedness secured by a lien on, pledge of, or security interest in as the Properties (the “Existing Debt”case may be) as more particularly described on Schedule 2.1(b)(i) attached hereto. Seller shall use best efforts to obtain the consent of the lender(s) of the Existing Debt to (a) the transfer of the Properties to Buyer or an Affiliate(s) of Buyer, (b) the assumption by Buyer or such Affiliate(s) of the Existing Debt, (c) the lease of the Facilities by Lessor to Lessee pursuant to terms of the Lease and (d) the termination of any cross-collateralization and cross-default provisions relating to any indebtedness other than the Existing Debt, and which consent shall confirm an identification of the applicable loan documents (the “Existing Debt Documents”), interest rate, principal and interest paid through date, outstanding principal balance, maturity date, monthly payment and, to the knowledge of such lender, the absence of any default by the borrower thereunder. If such lender(s) obtaining Lender's consent to the assumption of the Existing Debt, Buyer or its Affiliate(sFinancing ("LENDER'S CONSENT") shall assume prior to Closing in a form reasonably acceptable to Purchaser. The loan documents evidencing and agree to pay and perform at Closing securing the Existing Debt obligations Financing are hereinafter collectively referred to as the "EXISTING LOAN DOCUMENTS." Purchaser acknowledges that arise Seller has provided Purchaser with copies of the Existing Loan Documents and that Purchaser will not request any modifications or additions to the Existing Loan Documents except for (a) the assumption of the Existing Loan Documents by Purchaser (or Purchaser's assignee), (b) such modifications or additions to the Existing Loan Documents as may be identified by Purchaser during the Study Period, and (c) the release of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, "UBERMANS") from all of their guaranties under the Existing Loan Documents arising after the Closing Date and the substitution of the Purchaser (excluding or its assignees) or other individuals or entities as the payment Lender may require in place of the Ubermans. The Purchaser agrees that in the event that if, as a condition to obtaining Lender's Consent, the Lender requires that the Purchaser, or its assignee, shall be a Delaware, single purpose entity, then the Purchaser (or its assignee, as applicable) shall comply with such condition. Purchaser further agrees to use commercially reasonable efforts to comply with any Assumption Fees)other conditions that the Lender may place upon Purchaser to grant such Lender's Consent. Within five (5) business days of the Effective Date, in each case subject Purchaser shall use commercially reasonable efforts to furnish to Lender (with a copy to Seller) all information required by the Lender for the assumption of the Existing Financing, and shall use commercially reasonable efforts to, within five (5) business days, furnish to Lender such additional information as may be requested by Lender from time to time. Purchaser shall use commercially reasonable efforts to obtain Lender's Consent prior to the prorations expiration of the Study Period. Purchaser acknowledges that Lender's Consent will not be deemed obtained or granted unless Lender has agreed to release the Ubermans from their guaranties and adjustments provided for herein liability under the Existing Loan Documents with respect to events occurring after the date of Closing on terms and conditions as are satisfactory to the Seller and the terms Ubermans in their sole discretion. If Lender's Consent is not obtained on or before the expiration of the LeaseStudy Period, then if Purchaser has not otherwise terminated this Agreement, Seller shall have the right to extend the Closing Date for sixty (60) days until the Purchaser has obtained Lender's Consent or terminate this Agreement on or before the expiration of the Study Period. Seller Purchaser shall pay all charges, fees, and payments that become due or arise out of costs associated with the assumption by Buyer or its Affiliate(s) of the Existing DebtFinancing, including but not limited to any Lender's attorneys' fees and any assumption fees. Purchaser shall keep Seller informed as to the status of Purchaser's obtaining Lender's Consent upon Seller's request. All amounts held in escrow pursuant to and under the Existing Financing shall be transferred to Purchaser. At Closing, in addition to paying the Purchase Price, Purchaser shall pay Seller for all amounts held by Lender pursuant to the Existing Loan Documents, including, but not limited to, all application fees, title insurance costs, assumption fees, appraisal fees, recording fees, survey costs and other similar costs required by the lender thereunder to be paid (collectively, the “Assumption Fees”). (B) The principal amount of any Existing Debt assumed by Buyer or its Affiliate(s) at Closing with respect to each Property shall be credited against the Allocated Purchase Price for such Property at ClosingHoldback Agreements. Notwithstanding anything contained herein to the contrary contained in contrary, if Lender's Consent (including the release of the Ubermans) is not obtained on or before the Closing Date (as same may be extended under this Agreement, in no event shall Buyer or its Affiliate(s) assume any of Seller’s, Third-Party Transferor’s or their Affiliates’, as applicable, obligations with respect then Seller may terminate this Agreement by written notice to any other indebtedness of Seller, Third-Party Transferor or their Affiliates that is cross-collateralized or cross-defaulted with the Existing DebtPurchaser.