Common use of Assumption of Existing Debt Clause in Contracts

Assumption of Existing Debt. Lender shall have entered into an --------------------------- agreement with Purchaser and Seller, in form and substance reasonably satisfactory to Purchaser, whereby (i) Purchaser assumes the Existing Debt, as contemplated in Section 5.2 above, (ii) Purchaser is permitted to lease the Inns to its designated lessee pursuant to a lease providing for operation of the Inns by lessee and management of the Inns by Manager, and (iii) Lender confirms that (x) the Loan Agreement is in full force and effect and has not been further amended, (y) that there are no defaults or events that with notice or the passage of time, or both, would constitute a default by Seller or Crestline under the Loan Agreement, and (z) the Replacement Reserve Account, the Tax and Insurance Reserve Account, the Debt Service Reserve Account and any Immediate Repair Escrow Account (each such term as defined in the Loan Agreement) maintained by the Lender are fully funded as required by the Loan Agreement, no Debt Service Sweep Event has occurred and is continuing, and such other information as Purchaser may reasonably request from Lender. Notwithstanding the foregoing sentence, in the event that the Lender does not confirm the items listed in clauses (x) and (y) above, Seller shall have the right, in lieu of such confirmation by Lender, to provide Purchaser with an estoppel certificate confirming such items.

Assumption of Existing Debt. Lender shall have entered into an agreement --------------------------- agreement with Purchaser and Seller, in form and substance reasonably satisfactory to Purchaser, whereby (i) Purchaser assumes the Existing Debt, as contemplated in Section 5.2 above, (ii) Purchaser is permitted to lease the Inns to its designated lessee pursuant to a lease providing for operation of the Inns by lessee and management of the Inns by Manager, and (iii) Lender confirms that (x) the Loan Agreement is in full force and effect and has not been further amended, (y) that there are no defaults or events that with notice or the passage of time, or both, would constitute a default by Seller or Crestline under the Loan Agreement, and (z) the Replacement Reserve Account, the Tax and Insurance Reserve Account, the Debt Service Reserve Account and any Immediate Repair Escrow Account (each such term as defined in the Loan Agreement) maintained by the Lender are fully funded as required by the Loan Agreement, no Debt Service Sweep Event has occurred and is continuing, and such other information as Purchaser may reasonably request from Lender. Notwithstanding the foregoing sentence, in the event that the Lender does not confirm the items listed in clauses (x) and (y) above, Seller shall have the right, in lieu of such confirmation by Lender, to provide Purchaser with an estoppel certificate confirming such items.