Extract to table

(the Existing Lender), which must agree to assign, rather than satisfy, its existing mortgage at closing

In addition, Pinnacle Federal Savings Bank (the Proposed Lender) must be willing to participate in the CEMA structure and accept an assigned mortgage as part of its consolidated first-priority lien

Both parties must be engaged early in the process to preserve the feasibility of this approach and to avoid timeline delays that could jeopardize the target closing date

Under UCC Article 9, a financing statement is effective for five years from the date of filing and must be continued by the filing of a continuation statement within six months prior to lapse

Specific SPE requirements will likely include: (a) The Borrower shall not engage in any business or activity other than the ownership, operation, and financing of the Property; (b) The Borrower shall maintain separate books, records, and bank accounts from its members and affiliates; (c) The Borrower shall hold itself out as a separate entity and not commingle its assets with those of any other person or entity; (d) The Borrower shall maintain adequate capital and shall not incur indebtedness other than the Pinnacle mortgage and customary trade payables; and (e) Pinnacle will likely require a springing member or independent director provision in the Borrower's LLC agreement, providing that an independent director must consent to any voluntary bankruptcy filing by the Borrower

Eastbridge's participation is the single most critical factor in the CEMA analysis, as the existing lender holds the mortgage that must be assigned rather than satisfied