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(4) Grantor and Grantee authorize the filing of new Uniform Commercial Code <br />financing statements or financing statement amendments (if necessary) and any <br />additional documents reasonably requested by Lender to effectuate the security <br />interest of Lender in the Mortgaged Property as to the Grantee. In connection <br />therewith, Lender agrees to authorize the filing of new financing statement <br />amendment or termination to release any security interest against Grantor. <br />(5) <br />(7) <br />231_400 <br />assumption agreement in form and substance reasonably acceptable to Lender (the <br />"Loan Assumption Agreement "), and the holder or holders of the primary <br />Beneficial Ownership Interest in the Grantee shall execute a Replacement <br />Guaranty and a Replacement Indemnity. <br />Grantor shall provide Lender with a copy of the following Sale documents: (i) a <br />deed covering the Premises and Improvements, (ii) a bill of sale covering the <br />personalty constituting the Mortgaged Property, (iii) a Lease assignment and <br />assumption agreement in a form reasonably acceptable to Lender (the "Lease <br />Assumption Agreement "), and (iv) the Loan Assumption Agreement. <br />(6) If the Lease does not authorize the assignment of the Borrower's rights as the <br />landlord under the Lease without Lessee's consent thereto (for such purposes the <br />provisions of Section 38 of Part II of the Lease are hereby deemed by Lender to be <br />Lessee's consent to such Sale), Grantor shall provide Lender with either (i) written <br />evidence (including a legal opinion, if reasonably required by Lender), <br />. satisfactory to Lender in its reasonable discretion, that such transfer is permitted <br />under the Lease or (ii) Lessee's execution, for approval purposes only, of the <br />Lease assignment specified in subparagraph (5) above. <br />Grantor shall cause to be delivered to Lender with respect to Lender's title <br />insurance policy delivered at the closing of the initial Loan (the "Title Policy ") <br />such endorsements or certificates and other similar materials as Lender may <br />reasonably deem necessary at the time of the Sale, all in form and substance <br />reasonably satisfactory to Lender, including, without limitation, an endorsement <br />or endorsements to the Title Policy insuring that the lien of this Security <br />Instrument constitutes a first lien on Borrower's interest in the Mortgaged <br />Property subject only to the Permitted Exceptions and subsequent title exceptions <br />as heretofore approved by Lender or permitted under this Security Instrument, <br />extending the effective date of such policy to the date of execution and delivery <br />(or, if later, of recording) of the assumption agreement referenced above in <br />subparagraph (3) and insuring that fee simple title to the Mortgaged Property is <br />vested in the Grantee, or, in lieu thereof, such other documents or evidence as <br />Lender may reasonably require in order to confirm that such Title Policy is <br />unaffected by the Sale. <br />(8) Grantor executes and delivers to Lender a release of Lender, its officers, directors, <br />employees and agents, from all claims and liability relating to the transactions <br />evidenced by the Note, this Security Instrument, and any of the other Loan <br />Documents through and including the date of the closing of the Sale, which <br />- 20 - <br />