Assumption of Existing Financing. Seller currently has a loan from First Interstate Bank ("Lender") secured by, among other things, a deed of trust encumbering the Property (the "Existing Loan"). In addition, Seller and Buyer anticipate that Seller will enter into negotiations with one or more lenders other than Lender to attempt to obtain during the Approval Period a new loan for the purpose of refinancing the Existing Loan (the "New Loan"). The New Loan and the Existing Loan, are sometimes referred to herein collectively as the "Loans". In no event shall Buyer have any obligation to assume the Existing Loan or the New Loan. At Close of Escrow, if Buyer assumes either of the Loans pursuant to Paragraph 5(e), Buyer shall receive a credit against the Purchase Price in an amount equal to the outstanding principal balance of the assumed loan as of the Close of Escrow, and Seller shall pay to Lender any assumption fee in connection with the assumption of the Existing Loan by Buyer. Buyer shall pay any assumption fee and cost associated with any assumption of the New Loan.
Assumption of Existing Financing. The Projects are encumbered by mortgages securing the Existing Financing. At Closing, Purchaser shall assume all of the Assumed Indebtedness and all of Sellers' obligations under the Loan Documents which arise from and after the Closing Date. Purchaser shall use commercially reasonable efforts to obtain Lender's Consent and all other documentation reasonably required by Lender as may be necessary to permit such assignment and assumption. In the event that Lender or Servicer requires payment of a deposit or fee in connection with the submission of the request for Lender's Consent and/or the due diligence to obtain Lender's Consent, Sellers agree to fund any such deposit or fee. At Closing, the closing costs described in Section 7.1.4 and Section 7.2.4 shall be adjusted to account for Sellers' payment of such deposit or fee. In the event that Sellers have paid such deposit or fee and this Agreement is terminated for any reason other than a default by Sellers under this Agreement, then Purchaser shall reimburse to Sellers 50% of the unrefunded amount of such deposit or fee, if any.
Assumption of Existing Financing. 12 3.4 Closing .......................................................... 12 3.5
Assumption of Existing Financing. If payment of the Purchase Price includes Purchaser's assumption of a note and mortgage, Seller shall promptly deliver to Purchaser true, correct and complete copies of the underlying debt, loan and security instruments) to be assumed, and Purchaser shall he deemed to have approved all of the terms of such instruments) unless Purchaser gives notice of disapproval within ten (10) days after receiving such instrument(s), in which case this Agreement shall become null and void and Purchaser shall receive a refund of its Xxxxxxx Money. If any of the debt instrument(s) requires the consent of a third party to the assumption by Purchaser, then Seller and/or Purchaser (as required under such instrument(s)) shall apply for such consent within seven (7) days after Purchaser's receipt of such instrument(s), Upon Purchaser's request, Seller shall assist Purchaser in requesting and/or procuring the third party's consent to the assumption on the Purchaser's behalf. This Agreement shall terminate and Purchaser shall receive a refund of the Xxxxxxx Money, unless Purchaser give Seller written notice within _____ (_____) days of receiving the debt instrument(s) stating that such consent is available on terms and conditions reasonably acceptable to Purchaser or that Purchaser is waiving this assumption contingency. Purchaser shall pay any assumption fees or other out-of-pocket expenses attributable to the assumption of the underlying indebtedness.
Assumption of Existing Financing. Buyer shall assume the existing mortgage financing (the "Existing Loan") on the Property presently held by Banker's United Life Assurance Company ("Lender"). On or before October 25, 1997, Buyer shall supply to AEGON USA Realty Advisors, Inc. ("AEGON") agent for Lender, all information necessary for Lender and/or AEGON to agree to the assignment to and assumption by Buyer of the Existing Loan. Seller shall also supply AEGON with all information necessary for Lender and/or AEGON to agree to the assignment of the Existing Loan. Buyer shall have until the expiration of the
Assumption of Existing Financing. (a) Seller is the borrower (“Mortgage Borrower”) under a first priority mortgage loan in the original principal amount of $141,500,000 secured by a mortgage and security agreement on the Property (the “Mortgage Loan”) and for the benefit of UBS Real Estate Securities Inc. (the “Mortgage Lender”) and evidenced by certain loan documents listed on Schedule 8 attached hereto. Seller’s affiliate is the borrower under a mezzanine loan (“Mezzanine Borrower”) in the original principal amount of $20,000,000 (the “Mezzanine Loan”, and together with the Mortgage Loan, the “Loans”) for the benefit of Pearlmark Mezzanine Realty Partners III, L.L.C. and TMRP III Co-Investment, L.L.C. (the “Mezzanine Lenders” and, together with the Mortgage Lender, the “Lenders”), and evidenced by certain loan documents listed on Schedule 9.
Assumption of Existing Financing. (a) The Premises are now subject to and encumbered by that certain Notice of Future Advance, Mortgage Modification, Extension and Spreader Agreement and Security Agreement, as amended (the “Existing Mortgage”) and other security instruments in favor of Lxxxxx Brothers Bank, FSB evidencing and securing a first mortgage loan in the original principal amount of $91,000,000.00 (the “Existing Loan”). The holder of the Existing Loan is referred to herein as “Lender”. Buyer has been furnished with and has had the opportunity fully to review all documents and instruments in Seller’s possession relating to the Existing Loan. The Existing Mortgage and such other documents and instruments evidencing and securing the Existing Loan are herein collectively called the “Existing Loan Documents”. Buyer acknowledges that the Existing Loan Documents contain a “due on sale” provision, and that the transfer of the Existing Loan to Buyer, as contemplated by this Agreement, would constitute a default or event of default under the Existing Loan Documents unless (i) the prior written consent of Lender with respect thereto is first obtained, and (ii) the conditions to transfer set forth in Section 8.3(c) of the Existing Mortgage (the “Existing Loan Transfer Conditions”), a copy of which is attached hereto as Exhibit “N”, are either satisfied or waived, ((i) and (ii) being referred to herein collectively, as the “Assumption Approval”).
Assumption of Existing Financing. American Spectrum Xxxxxx Properties shall acquire the Projects subject to the Existing Financing (except that the Existing Financing affecting San Jacinto which shall be released and expunged by Xxxxxx from the Official Records on or prior to Closing). Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, American Spectrum hereby assumes and agrees to pay, perform and discharge, as and when due, any and all obligations owing with respect to the Existing Financing, together with any and all costs, fees, expenses and other amounts associated therewith which accrue and are payable on or after the Closing Date. Xxxxxx hereby agrees and/or represents and warrants that it has paid or will pay, has performed and discharged or will perform and discharge any obligations owing with respect to the Existing Financing together with any and all costs, fees, expenses and other amounts associated therewith which have accrued and/or will accrue prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, American Spectrum shall be solely responsible for any and all amounts which become due and payable with respect to the Existing Financing as a result of the assumption by American Spectrum of the Existing Financing, including without limitation, any penalties, assumption costs or related costs fees or expenses; provided, however, for all purposes, American Spectrum shall not be in default of any obligation to Xxxxxx or the holder of any Senior Preferred Stock or the holder of any Xxxxxx Note by reason of any default under the Existing Financing which (a) arose prior to the Closing or (b) arises by reason of the transactions described in this Agreement (including the assumption of the Existing Financing without consent of the holder of the Existing Financing) unless and until the holder of the applicable Existing Financing forecloses upon or otherwise acquires the Project which is governed by a lien created by such Existing Financing. At Closing, the amount of the then outstanding principal balance of the Existing Financing shall be applied and credited toward payment of the Contribution Value. American Spectrum hereby agrees, from and after the Closing, to indemnify, defend and hold harmless Xxxxxx and its respective partners, directors, managers, officers, employees, affiliates and representatives from and against any and all losses, liabilities, damages, claims, suits, settlements, liabilities, costs, exp...
Assumption of Existing Financing. Seller shall have obtained the consent of Existing Lender to the assignment of the Existing Financing to Buyer, on substantially the same terms (i.e., interest rate, maturity date as currently existing).
Assumption of Existing Financing. The Projects are encumbered by mortgages securing the Existing Mortgage Loan and the interest in Sellers are encumbered by the Existing Mezzanine Loan. At Closing, Purchaser shall assume all of the Assumed Indebtedness and all of Sellers' obligations under the Loan Documents which arise from and after the Closing Date. Purchaser shall use commercially reasonable efforts to obtain Lender's Consent and all other documentation reasonably required by Lender as may be necessary to permit such assignment and assumption. In the event that Lender or Servicer requires payment of a deposit or fee in connection with the submission of the request for Lender's Consent and/or the due diligence to obtain Lender's Consent, Sellers agree to fund any such deposit or fee. At Closing, the closing costs described in Section 7.1.4 and Section 7.2.4 shall be adjusted to account for Sellers' payment of such deposit or fee. In the event that Sellers have paid such deposit or fee and this Agreement is terminated for any reason other than a default by Sellers under this Agreement, then Purchaser shall reimburse to Sellers 50% of the unrefunded amount of such deposit or fee, if any.
