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2oioool~~ (2) Borrower pays or causes to be paid to Lender, concurrently with the closing of such Sale, any and all out-of-pocket costs and expenses, including, without limitation, the reasonable attorneys' fees and disbursements, Uniform .Commercial Code financing statement preparation costs and filing fees, title search costs and title insurance endorsement premiums incurred by Lender in connection with the review, approval and documentation of the loan assumption and other matters related to such Sale. (3) The Grantee assumes ,and agrees to pay (subject to the non-recourse provisions of paragraph 51 hereof) the indebtedness secured hereby and to perform all obligations under the Note, this Security Instrument and the other Loan Documents pursuant to the documents and agreements executed and delivered in connection therewith as Lender shall reasonably require to evidence and effectuate said assumption as hereby contemplated including, without limitation, an assumption agreement in form and substance reasonably acceptable to Lender (the "Loan Assum tion Agreement"), and the holder or holders of the primary Beneficial Ownership Interest in the Grantee shall execute a Replacement Guaranty and a Replacement Indemnity. (4) Grantor and Grantee authorize the filing of new Uniform Commercial Cade financing statements or financing statement amendments (if necessary) and any additional documents reasonably requested by Lender to effectuate the security interest of Lender in the Mortgaged Property as to the Grantee. In connection therewith, Lender agrees to authorize the filing of new financing statement amendment or termination to release any security interest against Grantor. (5) Grantor shall provide Lender with a copy of the following Sale documents: (i) a deed covering the Premises and Improvements, (ii) a bill of sale covering the personalty .constituting the Mortgaged Property, if applicable, (iii) a Lease assignment and assumption agreement in a form reasonably acceptable to Lender (the "Lease Assum tion A Bement"), and (iv) the Loan Assumption Agreement. (6) If the Lease prohibits or conditions the assignment of the Borrower's rights as the landlord under the Lease without Lessee's consent thereto, Grantor shall provide Lender with either (i) written evidence (including a legal opinion, if reasonably required by Lender), satisfactory to Lender in its reasonable discretion, that such transfer is permitted under the Lease or (ii) Lessee's execution, for approval purposes only, of the Lease assignment specified in subparagraph (5) above. (7) Grantor shall cause to be delivered to Lender with respect to Lender's title insurance policy delivered at the closing of the initial Loan (the "Title Po, lice") such endorsements or certificates and other similar materials as -19-