201400400 - Laserfiche WebLink

Browse

(H) 201400400 Borrower, and the Substitute Collateral Borrower shall have assumed the outstanding obligations under the New Note; (E) Borrower shall have paid or deposited with Escrow Agent all transfer and mortgage taxes incurred or to be incurred in connection with such Transfer and the exercise of the Substitute Collateral Right. Borrower hereby indemnifies Lender in respect of any such taxes; Borrower shall have delivered or caused to be delivered to Lender a Substitute Collateral Non - Consolidation Opinion in the form specified in the Declaration or in such other form as is reasonably acceptable to Lender; Borrower shall have delivered to Lender an Opinion of Counsel that exercise of the Substitute Collateral Right should not result in a realization event under Section 1001 of the Internal Revenue Code of 1986, as amended, in the form specified in the Declaration or in such other form as is reasonably acceptable to Lender; and The transferee shall have delivered an opinion letter in the form set forth as Schedule 10(ii) to the Declaration or in such other form as is reasonably acceptable to Lender. (e) Upon satisfaction of the conditions set forth in paragraph 19(c) or (d), as applicable: (i) Lender shall cause the grid attached to the Note to be amended to reflect a decrease in the principal amount of such Note by the Principal Collateral; and (ii) Lender shall deliver a release releasing Borrower from its obligations under the New Note. (f) Subject to compliance with the terms and conditions of paragraph 19(c) or (d) above, as applicable, and this paragraph 19(f), and if an Event of Default shall not have occurred and be continuing, the Grantee, in the case of a Sale subject to paragraph 19(c) or, Borrower in the case of a Transfer subject to paragraph 19(d), may subsequently elect to assume (the "Debt Assumption Right "), in whole but not in part, the debt of the Substitute Collateral Borrower evidenced by the New Note. Exercise of the Debt Assumption Right by the Grantee or Borrower, as applicable, is subject to satisfaction of the following conditions: (i) no later than three (3) Business Days prior to the Election Period Deadline, the transferee or Borrower, as applicable, shall deliver written notice to Lender and Escrow Agent stating such Grantee's or Borrower's election, as applicable, to exercise the Debt Assumption Right; (ii) either (A) if the Sale is subject to paragraph 19(c), the Grantee and the Substitute Collateral Borrower shall have entered into an assignment and assumption agreement, pursuant to which the Substitute Collateral Borrower shall have assigned, and the Grantee shall have assumed, ownership of the Cash Collateral - 36 -