Common use of Title to the Real Property Clause in Contracts

Title to the Real Property. 4.2.1 Effective as of the Closing Date, but conditioned upon Closing, Escrow Agent shall issue to Purchaser for each Property Escrow Agent’s A.L.T.A. Owner’s Policy of Title Insurance 2006 Form (or if not available, the local equivalent) (extended coverage, if and to the extent available) (“Title Policy”), with the liability under each Title Policy to be in an amount equal to the Allocated Purchase Price for such Property, insuring the fee title or ground lessee’s interest, as the case may be, in such Real Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”): (a) All general and special property taxes and assessments not yet due and owing; (b) Any supplemental property taxes assessed as a result of the sale of the Real Property and the Improvements by Seller to Purchaser; (c) All liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title in the Official Records in existence as of the Effective Date or approved by Purchaser prior to the expiration of the Due Diligence Period (in accordance with the terms of Section 4.3.1 below); provided, however, that Seller shall remove at or prior to the Closing Date (with use of the Purchase Price, at Seller’s option) all of the Existing Liens (except as may be caused by Purchaser or if and to the extent assumed by Purchaser as set forth in Section 4.2.3 below); (d) All exceptions to title in existence as of the Effective Date and disclosed by or in the Survey (and any updates thereto) of the Real Property (including, without limitation, easements, encroachments and zoning) or that would have been disclosed had Purchaser obtained the Survey, or any other matters approved by Purchaser prior to Closing; (e) Rights of parties in possession (including residents of the Facility), easements, or claims of easements not shown by the public records, but with respect to which Seller has provided copies of the applicable leases or documents to Escrow Agent and to Purchaser with the Due Diligence Materials as provided herein; (f) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended; and (g) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors. 4.2.2 Purchaser shall have the right, at Purchaser’s sole cost and expense, to obtain from Escrow Agent such endorsements to the Title Policies and/or such additional liability protection as Purchaser may elect to obtain; provided, however, that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or delay Closing. Purchaser shall be solely responsible for negotiating with Escrow Agent with respect to the Title Policy and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Purchaser, if any. Purchaser shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating Sellers’ survey) of the Real Property (“Survey”) acceptable to Escrow Agent for purposes of issuing the Title Policy. 4.2.3 Purchaser shall assume, at Purchaser’s sole risk, cost, and expense, the existing ▇▇▇▇▇▇ ▇▇▇ loan (the “▇▇▇▇▇▇ Mae Debt”) currently encumbering fifteen (15) of the Properties under terms and conditions reasonably acceptable to Purchaser, Sellers, and ▇▇▇▇▇▇ ▇▇▇; provided, however, that the terms of the assumption of the ▇▇▇▇▇▇ Mae Debt shall be deemed to be acceptable to Purchaser if it provides for Purchaser to be subject to substantially the same economic terms and conditions as currently contained in Sellers’ existing loan documents and guaranties, and Purchaser will pay all reasonable costs of the assumption, including without limitation, an increase in the interest rate, payment of points, and/or a loan curtailment. The parties acknowledge and agree that the ▇▇▇▇▇▇ ▇▇▇ Debt currently encumbers a sixteenth property (the “Sixteenth Property”) that is not one of the Properties. On the Closing Date, Sellers shall cause the portion of the ▇▇▇▇▇▇ Mae debt applicable to the Sixteenth Property to be deducted from the balance of the ▇▇▇▇▇▇ ▇▇▇ Debt to be assumed by Purchaser and the ▇▇▇▇▇▇ Mae Debt shall not be cross-defaulted with the Sixteenth Property. Purchaser also shall have the right, at Purchaser’s sole risk, cost, and expense, to assume any one or more of the other existing loans on the remaining Properties, provided that Purchaser gives Sellers written notice of the assumption of such other loans within ten (10) business days after the Effective Date. With respect to the assumption of any loans, including the ▇▇▇▇▇▇ ▇▇▇ Debt, it is expressly understood and agreed that (a) Purchaser shall be solely responsible for obtaining the applicable lender’s consent to any loan assumption and for the coordination thereof, and (except in relation to the assumption of the ▇▇▇▇▇▇ Mae Debt as provided above) the Closing shall not be subject to, contingent upon, nor delayed by any loan assumption(s), (b) Purchaser shall pay all fees, costs, and expenses in connection with any loan assumption(s), (c) any assumption shall include an affirmative release of the applicable Sellers and their respective Affiliates by the lender of all liabilities and obligations in connection with such assumed loan(s) and any guarantees or indemnities in connection therewith, in form and substance acceptable to Sellers (collectively, the “Releases”), and (d) if Purchaser assumes any portion of Sellers’ loans in accordance with the terms hereof, then the Purchase Price shall be reduced solely by the principal and interest one or more Sellers would otherwise have been obligated to pay as of the Cut-Off Time. Sellers shall reasonably cooperate with Purchaser in connection with any assumption pursuant to the terms hereof, all at no cost or risk to Sellers.

Title to the Real Property. 4.2.1 Effective as of the Closing Date, but conditioned upon Closingthe Close of Escrow, Escrow Agent Title Insurer shall issue to Purchaser for each Property Escrow AgentTitle Insurer’s 2006 A.L.T.A. Owner’s Policy of Title Insurance 2006 Form (or if not available, the local equivalent) (extended standard coverage, if and to the extent available) (“Title Policy”), with the liability under each the Title Policy Policies to be in an aggregate amount equal to of the Allocated Purchase Price for such PropertyPrice, insuring the fee title or ground lessee’s interest, as the case may be, in such Real Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”):). (a) All general and special property taxes and assessments not yet due delinquent, and owingall improvement and assessment bonds; (b) Any supplemental property taxes Supplemental taxes, if any, assessed as a result of the sale of the Real Property and the Improvements by Seller to Purchaser; (c) All Subject to the provisions of Section 4.4 hereof, all liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title as referenced in the Official Records in existence Title Commitments, except monetary liens and encumbrances (except as of the Effective Date or approved caused by Purchaser prior to the expiration of the Due Diligence Period (in accordance with the terms of Section 4.3.1 below); provided, however, that Purchaser) which Seller shall remove at or prior to the Closing Date (with use Close of the Purchase Price, at Seller’s option) all of the Existing Liens (except as may be caused by Purchaser or if and to the extent assumed by Purchaser as set forth in Section 4.2.3 below)Escrow; (d) All Subject to Section 4.4 hereof, all exceptions to title in existence as of the Effective Date and disclosed by or in the Survey Surveys (and any updates thereto) of the Real Property for the Title Policy (including, without limitation, easements, encroachments and zoning) or that would have been disclosed had Purchaser obtained the Survey, or any other matters approved by Purchaser prior to Closing); (e) Rights Guests of the Hotels in the ordinary course of business and rights of parties in possession (including residents of the Facility), easements, or claims of easements not shown by the public records, but only with respect to those which Seller Purchaser has provided copies actual knowledge thereof prior to expiration of the applicable leases or documents to Escrow Agent and to Purchaser with the Due Diligence Materials as provided hereinPeriod or has consented to thereafter; (f) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended; and; (g) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors.; and 4.2.2 (h) All preprinted exceptions and exclusions contained in the Title Policies not customarily removed upon receipt by the Title Company of its standard seller’s affidavit as to liens and possession through the Close of Escrow, to be provided by Seller. Purchaser shall have the right, at Purchaser’s sole cost and expense, right to obtain from Escrow Agent Title Insurer such endorsements to the Title Policies and/or such additional liability protection as Purchaser may elect to obtain; provided, however, that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or delay Closingthe Close of Escrow; provided further, however, that Seller shall execute and deliver to the Title Insurer such certified organizational documents and consents, affidavits, agreements, and undertakings (including, without limitation, gap undertakings), as may be required by the Title Insurer in order to issue the Title Policies with affirmative coverage over mechanics liens. Purchaser shall be solely responsible for negotiating with Escrow Agent Title Insurer with respect to the Title Policy Policies and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Purchaser, if any. With respect to each Property, Seller will deliver to Purchaser a copy of any survey of the Real Property in its possession, without warranty, and Purchaser shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating Sellers’ Seller’s survey) of the Real Property (“Survey”) acceptable to Escrow Agent Title Insurer for purposes of issuing the Title Policy. 4.2.3 Purchaser shall assume, at Purchaser’s sole risk, cost, and expense, the existing ▇▇▇▇▇▇ ▇▇▇ loan (the “▇▇▇▇▇▇ Mae Debt”) currently encumbering fifteen (15) of the Properties under terms and conditions reasonably acceptable to Purchaser, Sellers, and ▇▇▇▇▇▇ ▇▇▇; provided, however, that the terms of the assumption of the ▇▇▇▇▇▇ Mae Debt shall be deemed to be acceptable to Purchaser if it provides for Purchaser to be subject to substantially the same economic terms and conditions as currently contained in Sellers’ existing loan documents and guaranties, and Purchaser will pay all reasonable costs of the assumption, including without limitation, an increase in the interest rate, payment of points, and/or a loan curtailment. The parties acknowledge and agree that the ▇▇▇▇▇▇ ▇▇▇ Debt currently encumbers a sixteenth property (the “Sixteenth Property”) that is not one of the Properties. On the Closing Date, Sellers shall cause the portion of the ▇▇▇▇▇▇ Mae debt applicable to the Sixteenth Property to be deducted from the balance of the ▇▇▇▇▇▇ ▇▇▇ Debt to be assumed by Purchaser and the ▇▇▇▇▇▇ Mae Debt shall not be cross-defaulted with the Sixteenth Property. Purchaser also shall have the right, at Purchaser’s sole risk, cost, and expense, to assume any one or more of the other existing loans on the remaining Properties, provided that Purchaser gives Sellers written notice of the assumption of such other loans within ten (10) business days after the Effective Date. With respect to the assumption of any loans, including the ▇▇▇▇▇▇ ▇▇▇ Debt, it is expressly understood and agreed that (a) Purchaser shall be solely responsible for obtaining the applicable lender’s consent to any loan assumption and for the coordination thereof, and (except in relation to the assumption of the ▇▇▇▇▇▇ Mae Debt as provided above) the Closing shall not be subject to, contingent upon, nor delayed by any loan assumption(s), (b) Purchaser shall pay all fees, costs, and expenses in connection with any loan assumption(s), (c) any assumption shall include an affirmative release of the applicable Sellers and their respective Affiliates by the lender of all liabilities and obligations in connection with such assumed loan(s) and any guarantees or indemnities in connection therewith, in form and substance acceptable to Sellers (collectively, the “Releases”), and (d) if Purchaser assumes any portion of Sellers’ loans in accordance with the terms hereof, then the Purchase Price shall be reduced solely by the principal and interest one or more Sellers would otherwise have been obligated to pay as of the Cut-Off Time. Sellers shall reasonably cooperate with Purchaser in connection with any assumption pursuant to the terms hereof, all at no cost or risk to Sellers.

Title to the Real Property. 4.2.1 Effective as of the Closing Date, but conditioned upon Closingthe Close of Escrow, Escrow Agent Title Insurer shall issue to Purchaser for each Property Escrow AgentTitle Insurer’s A.L.T.A. C.L.T.A. Owner’s Policy of Title Insurance 2006 Form (or if not available, the local equivalent) (extended standard coverage, if and to the extent available) (“Title Policy”), with the liability under each the Title Policy Policies to be in an aggregate amount equal to of the Allocated Purchase Price for such PropertyPrice, insuring the fee title or ground lessee’s interest, as the case may be, in such Real Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”):). (a) All AH general and special property taxes and assessments not yet due delinquent, and owingall improvement and assessment bonds; (b) Any supplemental property Supplemental taxes assessed as a result of the sale of the Real Property and the Improvements by Seller to PurchaserPurchaser pursuant to the provisions of California Revenue and Taxation Code Chapter 3.5 (commencing with Section 75); (c) All Subject to the provisions of Section 4.4 hereof, all liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title as referenced in the Official Records in existence as of Title Commitment, except monetary liens and encumbrances (except the Effective Date or approved by Purchaser prior Existing Indebtedness, but subject to the expiration provisions of the Due Diligence Period (in accordance with the terms of this Section 4.3.1 below); provided4.2, however, that and except as caused by Purchaser) which Seller shall remove at or prior to the Closing Date (with use Close of the Purchase Price, at Seller’s option) all of the Existing Liens (except as may be caused by Purchaser or if and to the extent assumed by Purchaser as set forth in Section 4.2.3 below)Escrow; (d) All exceptions to title in existence as of the Effective Date and disclosed by or in the Survey (and any updates thereto) of the Real Property for the Title Policy (including, without limitation, easements, encroachments and zoning) or that would have been disclosed had Purchaser obtained the Survey, or any other matters approved and not objected to by Purchaser prior to Closingas provided in this Agreement; (e) The Existing Indebtedness; (f) All security interests recorded in connection with the Contracts, provided all indebtedness accruing under such security interest up to the Closing Date shall be paid in full by Seller; (g) Rights of parties in possession (including residents of not shown by the Facility)public records, easements, easements or claims of easements not shown by the public records, but only with respect to those which Seller Purchaser has provided copies of the applicable leases or documents to Escrow Agent and to Purchaser with the Due Diligence Materials as provided hereinactual knowledge thereof; (fh) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended; and; (gi) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors.; and 4.2.2 (j) All preprinted exceptions and exclusions contained in the Title Policy. At Purchaser’s election, each Title Policy shall be an A.L.T.A. Owner’s Policy of Title Insurance (extended coverage); provided, however, that Purchaser’s ability to obtain an A.L.T.A. Owner’s Policy of Title Insurance (extended coverage) for each Property shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend the Closing Date or delay the Close of Escrow. In addition, Purchaser shall have the right, at Purchaser’s sole cost and expense, right to obtain from Escrow Agent Title Insurer such endorsements to the Title Policies and/or such additional liability protection as Purchaser may elect to obtain; provided, however, that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or delay Closingthe Close of Escrow. Purchaser shall be solely responsible for negotiating with Escrow Agent Title Insurer with respect to the such A.L.T.A. Owner’s Policy of Title Policy Insurance (extended coverage) and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Purchaser, if any. With respect to each Property, Seller will deliver to Purchaser a copy of any survey of the Real Property in its possession, without warranty, and Purchaser shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating Sellers’ Seller’s survey) of the Real Property (“Survey”) acceptable to Escrow Agent Title Insurer for purposes of issuing the Title Title.Policy. 4.2.3 Purchaser shall assume, at Purchaser’s sole risk, cost, and expense, the existing ▇▇▇▇▇▇ ▇▇▇ loan (the “▇▇▇▇▇▇ Mae Debt”) currently encumbering fifteen (15) of the Properties under terms and conditions reasonably acceptable to Purchaser, Sellers, and ▇▇▇▇▇▇ ▇▇▇; provided, however, that the terms of the assumption of the ▇▇▇▇▇▇ Mae Debt shall be deemed to be acceptable to Purchaser if it provides for Purchaser to be subject to substantially the same economic terms and conditions as currently contained in Sellers’ existing loan documents and guaranties, and Purchaser will pay all reasonable costs of the assumption, including without limitation, an increase in the interest rate, payment of points, and/or a loan curtailment. The parties acknowledge and agree that the ▇▇▇▇▇▇ ▇▇▇ Debt currently encumbers a sixteenth property (the “Sixteenth Property”) that is not one of the Properties. On the Closing Date, Sellers shall cause the portion of the ▇▇▇▇▇▇ Mae debt applicable to the Sixteenth Property to be deducted from the balance of the ▇▇▇▇▇▇ ▇▇▇ Debt to be assumed by Purchaser and the ▇▇▇▇▇▇ Mae Debt shall not be cross-defaulted with the Sixteenth Property. Purchaser also shall have the right, at Purchaser’s sole risk, cost, and expense, to assume any one or more of the other existing loans on the remaining Properties, provided that Purchaser gives Sellers written notice of the assumption of such other loans within ten (10) business days after the Effective Date. With respect to the assumption of any loans, including the ▇▇▇▇▇▇ ▇▇▇ Debt, it is expressly understood and agreed that (a) Purchaser shall be solely responsible for obtaining the applicable lender’s consent to any loan assumption and for the coordination thereof, and (except in relation to the assumption of the ▇▇▇▇▇▇ Mae Debt as provided above) the Closing shall not be subject to, contingent upon, nor delayed by any loan assumption(s), (b) Purchaser shall pay all fees, costs, and expenses in connection with any loan assumption(s), (c) any assumption shall include an affirmative release of the applicable Sellers and their respective Affiliates by the lender of all liabilities and obligations in connection with such assumed loan(s) and any guarantees or indemnities in connection therewith, in form and substance acceptable to Sellers (collectively, the “Releases”), and (d) if Purchaser assumes any portion of Sellers’ loans in accordance with the terms hereof, then the Purchase Price shall be reduced solely by the principal and interest one or more Sellers would otherwise have been obligated to pay as of the Cut-Off Time. Sellers shall reasonably cooperate with Purchaser in connection with any assumption pursuant to the terms hereof, all at no cost or risk to Sellers.

Title to the Real Property. 4.2.1 Effective as of the Closing DateClose of Escrow, but conditioned upon Closingthe Close of Escrow, Escrow Agent Title Insurer shall issue to Purchaser for each Property Escrow AgentTitle Insurer’s A.L.T.A. C.L.T.A. Owner’s Policy of Title Insurance 2006 Form (or if not available, the local equivalentstandard coverage) (extended coverage, if and to the extent available) (“Title Policy”), with liability in the liability under each Title Policy to be in an amount equal to of the Allocated Purchase Price for such Property, insuring the fee title or ground lessee’s interest, as the case may be, in such Real Property insuring title therein as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”):). (a) All general and special property taxes and assessments not yet due and owingpayable or if due and payable not yet delinquent, and all improvement and assessment bonds with respect to the Real Property; (b) Any supplemental property Supplemental taxes assessed as a result of the sale of the Real Property and the Improvements by Seller to PurchaserPurchaser pursuant to the provisions of California Revenue and Taxation Code Chapter 3.5 (commencing with Section 75); (c) All liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title as referenced in the Official Records in existence as of the Effective Date or approved Title Commitment, except monetary liens and encumbrances (other than caused by Purchaser prior to the expiration of the Due Diligence Period (in accordance with the terms of Section 4.3.1 below); provided, however, that Purchaser) which Seller shall remove at or prior to the Closing Date (with use Close of the Purchase Price, at Seller’s option) all of the Existing Liens (except as may be caused by Purchaser or if and to the extent assumed by Purchaser as set forth in Section 4.2.3 below)Escrow; (d) All exceptions to title in existence as of the Effective Date and disclosed by or in, or arising from or in connection with, the Survey (and any updates thereto) of the Real Property for the Title Policy (including, without limitation, easements, encroachments and zoning) or that would have been disclosed had Purchaser obtained the Survey, or any other matters approved by Purchaser prior to Closing); (e) All security interests recorded in connection with the Contracts; (f) Rights of parties in possession (including residents of not shown by the Facility)public records, easements, easements or claims of easements not shown by the public records, but with respect to which Seller Purchaser has provided copies of the applicable leases or documents to Escrow Agent and to Purchaser with the Due Diligence Materials as provided hereinknowledge thereof; (fg) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended; and, and any and all other matters, known or unknown, relating to the Property, or its condition, use, value or operation; (gh) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors.; and 4.2.2 (i) All preprinted exceptions and exclusions contained in the Title Policy, except those customarily deleted by an owner’s affidavit. At Purchaser’s election, the Title Policy shall be an A.L.T.A. Owner’s Policy of Title Insurance (extended coverage); provided, however, subject to Section 8.2(d) hereof, that Purchaser’s ability to obtain an A.L.T.A. Owner’s Policy of Title Insurance (extended coverage) shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend the Closing Date or delay the Close of Escrow. In addition, Purchaser shall have the right, at Purchaser’s sole cost and expense, right to obtain from Escrow Agent Title Insurer such endorsements to the Title Policies Policy and/or such additional liability protection as Purchaser may elect to obtain; provided, however, that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or delay Closingthe Close of Escrow. Purchaser shall be solely responsible for negotiating with Escrow Agent Title Insurer with respect to the such A.L.T.A. Owner’s Policy of Title Policy Insurance (extended coverage) and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Purchaser, if any. Seller will deliver to Purchaser a copy of the latest survey of the Real Property in its possession, without warranty, and Purchaser shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating Sellers’ Seller’s survey) of the Real Property (the “Survey”) acceptable to Escrow Agent Title Insurer for purposes of issuing the Title Policy. 4.2.3 Purchaser shall assume, at Purchaser. Seller will also deliver to Title Insurer an owner’s sole risk, cost, and expense, the existing ▇▇▇▇▇▇ ▇▇▇ loan (the “▇▇▇▇▇▇ Mae Debt”) currently encumbering fifteen (15) of the Properties under terms and conditions reasonably acceptable to Purchaser, Sellers, and ▇▇▇▇▇▇ ▇▇▇; provided, however, that the terms of the assumption of the ▇▇▇▇▇▇ Mae Debt shall be deemed to be acceptable to Purchaser if it provides for Purchaser to be subject to substantially the same economic terms and conditions as currently contained affidavit in Sellers’ existing loan documents and guaranties, and Purchaser will pay all reasonable costs of the assumption, including without limitation, an increase in the interest rate, payment of points, and/or a loan curtailment. The parties acknowledge and agree that the ▇▇▇▇▇▇ ▇▇▇ Debt currently encumbers a sixteenth property (the “Sixteenth Property”) that is not one of the Properties. On the Closing Date, Sellers shall cause the portion of the ▇▇▇▇▇▇ Mae debt applicable to the Sixteenth Property to be deducted from the balance of the ▇▇▇▇▇▇ ▇▇▇ Debt to be assumed by Purchaser and the ▇▇▇▇▇▇ Mae Debt shall not be cross-defaulted with the Sixteenth Property. Purchaser also shall have the right, at Purchaser’s sole risk, cost, and expense, to assume any one or more of the other existing loans on the remaining Properties, provided that Purchaser gives Sellers written notice of the assumption of such other loans within ten (10) business days after the Effective Date. With respect to the assumption of any loans, including the ▇▇▇▇▇▇ ▇▇▇ Debt, it is expressly understood and agreed that (a) Purchaser shall be solely responsible for obtaining the applicable lender’s consent to any loan assumption and for the coordination thereof, and (except in relation to the assumption of the ▇▇▇▇▇▇ Mae Debt as provided above) the Closing shall not be subject to, contingent upon, nor delayed by any loan assumption(s), (b) Purchaser shall pay all fees, costs, and expenses customary form in connection with any loan assumption(s), (c) any assumption shall include an affirmative release the issuance of the applicable Sellers and their respective Affiliates by the lender of all liabilities and obligations in connection with such assumed loan(s) and any guarantees or indemnities in connection therewith, in form and substance acceptable to Sellers (collectively, the “Releases”), and (d) if Purchaser assumes any portion of Sellers’ loans in accordance with the terms hereof, then the Purchase Price shall be reduced solely by the principal and interest one or more Sellers would otherwise have been obligated to pay as of the Cut-Off Time. Sellers shall reasonably cooperate with Purchaser in connection with any assumption pursuant to the terms hereof, all at no cost or risk to Sellers.Title Policy