Assignment of Loan Documents. Upon not less than thirty (30) days written notice to Lender by Borrower, and provided that the Documents continue to secure a bona fide obligation of the Borrower, Lender agrees to assign the Note, this Instrument, the Assignment of Leases and Rents and the other Documents, all without recourse, covenant or warranty of any nature, express or implied, to any party designated by Borrower (other than Borrower or a nominee of Borrower) (the “Assignee”), provided that (a) Borrower shall have first caused the same to be purchased for an amount equal to the entire indebtedness (including, without limitation, all unpaid principal, accrued interest and the prepayment premium due ) and upon payment by Borrower of (i) Lender’s then customary administrative fee for processing assignments of mortgages; (ii) the reasonable expenses of Lender incurred in connection therewith; and (iii) Lender’s reasonable attorneys’ fees for the preparation, delivery and performance of such an assignment; (b) Borrower shall have caused the delivery of an executed Statement of Oath under Section 275 of the New York Real Property Law; (c) the Assignee shall assume the obligations and liabilities of Lender (or Lender shall be otherwise released from any such obligations); and (d) provided further that such an assignment is not then prohibited by any federal, state or local law, rule, regulation, order, or by any other governmental authority. Borrower shall be responsible for all taxes, recording fees and other charges payable in connection with any such assignment.
Assignment of Loan Documents. Seller hereby grants, assigns, transfers, conveys and delivers to Buyer the Loan Documents and all of Seller’s right, title, interest, benefits and privileges thereunder, and Buyer hereby accepts such Assignment. Notwithstanding anything to the contrary in this Assignment, Seller shall continue to be entitled (on a non-exclusive basis) to the rights of indemnity, defense and to be held harmless provided to the lender under the Loan Documents; provided, however, that (i) nothing herein shall be construed to limit the right, title and interest of Buyer once Buyer becomes the lender under the Loan Documents, to all such rights of indemnity, defense and to be held harmless, (ii) if and to the extent Seller’s rights of indemnity, defense and to be held harmless provided to the lender under the Loan Documents conflict or compete in any way with Buyer’s rights of indemnity, defense and to be held harmless provided to the lender under the Loan Documents, Buyer’s rights shall have priority, and (iii) if and to the extent any amounts are recoverable from or payable by a borrower and/or any guarantor under the Loan Documents in satisfaction of such indemnity and/or defense obligations, then as between Buyer (and Bxxxx’s Related Persons) and Seller (and Seller’s Related Persons), Buyer (and Buyer’s Related Persons) shall have first priority as to same.
Assignment of Loan Documents. At Closing, Assignor shall assign to Assignee the Loan Documents free and clear of any liens, encumbrances, pledges or claims of third parties, without recourse and without representation or warranty except as set forth in this Agreement. The form of the executed Assignments to be delivered at Closing by Assignor are attached hereto as Exhibit B, and incorporated herein by reference.
Assignment of Loan Documents. Borrower shall not assign Borrower's interest, of any portion thereof, under any of the Loan Documents, or in any monies due or to become due thereunder, without the Department's prior written consent. Any such assignment made without the Department's consent shall be void. Borrower recognizes that this is not an ordinary commercial loan and that the Department would not make the Loan except in reliance on Borrower's expertise and reputation, the Department's knowledge of Borrower, and the Department's understanding that this Development Agreement is more in the nature of an agreement involving personal services than a standard loan where the Department would rely on security which already exists. In this instance, the work funded has not been performed at the time of Loan approval and the Department is relying on Borrower's expertise and prior experience to rehabilitate the Development in accordance with the terms of the Loan Documents.
Assignment of Loan Documents. In consideration of the receipt of the Purchase Price, Assignor shall grant, assign, convey, transfer, and set over to Assignees (i) all of the Loan Documents, including, without limitation, the promissory notes included therein, (ii) all sums payable thereunder, and (iii) all of Assignor's rights, title and interest in the collateral securing the Loan as described in the Loan Documents and all rights to enforce any guaranties contained therein, together with all its rights, remedies and powers, benefits, fees and revenues pertaining thereto, with good right to collect, enforce, release and discharge the same, as well as any and all liens, security interests, assignments and financing statements existing and securing the obligation, in and under the Loan Documents thereunder, to have and hold each of the Loan Documents, together with all right, title, interest, liens, privileges, claims, demands and equities existing and to exist in connection thereunder or as security therefor unto Assignees, their respective successors and assigns. Simultaneously with the Closing under this Agreement and receipt of the Purchase Price by Assignor, Assignor shall endorse to Leslxx X. Xxxxxxx xx Agent for Assignees those Loan Documents consisting of negotiable promissory notes and Assignor shall deliver to Assignees the original Loan Documents. In addition, simultaneously with the Closing under this Agreement and receipt of the Purchase Price by Assignor, Assignor shall execute and deliver to Assignees such UCC financing statement change forms as may be reasonably requested by Assignees to reflect the assignment herein. Except as expressly set forth in Section 7 of this Agreement, the sale and assignment pursuant to this Agreement is made without recourse to Assignor and without any representation and warranty by Assignor.
Assignment of Loan Documents. The Assignment and Acceptance dated of even date herewith from Gxxxxxx Sxxxx Mortgage Company to Agent.
Assignment of Loan Documents. (a) Lender shall have the right (i) to sell, assign, pledge or otherwise transfer the Loan or any portion thereof to any Person, or (ii) to sell participation interests in the Loan to any Person. (The transactions referred to in clauses (i) and (ii) shall hereinafter be referred to collectively as “Secondary Market Transactions”).
(b) If requested by Lender, Borrower shall assist Lender, at Borrower’s reasonable expense, in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace, including to:
(i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower and the Manager, (B) provide updated budgets relating to the Property, and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender;
(ii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as Lender may require; and
(iii) execute amendments to the Loan Documents and Borrower’s organizational documents reasonably requested by Lender including, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan.
Assignment of Loan Documents. Lenders agrees to cooperate with Borrower in a commercially reasonable manner if Borrower obtains financing from an interim or permanent lender (the “Future Lender”) in an amount sufficient to pay all indebtedness and obligations due Lender from Borrower by assigning this Agreement and all Loan Documents to such Future Lender, provided that (a) any such assignment shall be made without recourse, (b) the full amount of all indebtedness due Lender is paid in full on the same date, (c) all reasonable costs and expenses of Lender relating to such assignment shall be paid by Borrower, and (d) such other terms and conditions as Lender may reasonably require.
Assignment of Loan Documents. If Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; or
Assignment of Loan Documents. In connection with the purchase ---------------------------- and sale contemplated hereby, on and as of the date hereof, the Seller hereby assigns and transfers to the Buyer, all of its right, title and interest as mezzanine lender in and to the Loan Documents (exclusive of rights to the Exit Fee), and the Buyer hereby accepts said assignment, and assumes all obligations of the Seller as mezzanine lender under the Loan Documents arising from and after the date hereof. Also in connection with the purchase and sale contemplated hereby, on the date hereof, the Seller shall deliver to or at the direction of the Buyer the following documents or instruments with respect to the Loan:
(a) the original Note endorsed by the Seller, without recourse, in blank or to the order of the Buyer;
(b) originals of all Loan Documents, including without limitation the stock certificate for shares of the Managing Member and stock power (in blank); and
(c) forms UCC-3's assigning to the Buyer all UCC-1 Financing Statements filed with respect to the Pledge Agreement. The Buyer shall be solely responsible for recording, at its expense, the assignment to the Buyer of any applicable assignments of collateral documents.
