Common use of Assumption of Indebtedness Clause in Contracts

Assumption of Indebtedness. Notwithstanding anything to the contrary in Section 9.1 or 9.3 hereof, in the event the Lessee purchases one or more Properties pursuant to either such Section, or if Lessee elects to assume the outstanding Notes in accordance with Section 6.19 herein, the Lessee, in the case of a Section 9.1 or 9.3 assumption, may elect to assume on a full recourse basis the Allocable Portion of the outstanding Notes (it being understood that the Lessee may not assume the Allocable Portion of the Notes relating to one or more Properties with respect to which the Lessee has exercised its rights under clause (iii) of Section 9.3 herein), or, in the case of a Section 6.19 assumption, must assume on a full recourse basis all of the Notes, in either case by so notifying the Lessor, the Pass Through Trustee and the Indenture Trustee at least 30 days (5 days in the case of a Section 6.19 assumption) prior to such purchase or assumption. Such assumption shall not be deemed a re-grant of a Lien by the Lessee to the Indenture Trustee, but a purchase in which the pre-existing Lien continues as to such Property to secure the new indenture between the Lessee and the Indenture Trustee. Such notice shall be accompanied by the forms of assumption documents the Lessee agrees to execute and deliver on the date of such purchase which shall provide to the Indenture Trustee substantially the same protections with respect to the operation, use and maintenance of such Properties as are afforded by the Lease; provided that the new indenture between the Lessee and the Indenture Trustee and the Security Documents shall not be cross-collateralized or cross-defaulted. Such assumption shall be subject to the following additional conditions: (i) the Indenture Trustee and the Pass Through Trustee for itself and for the benefit of the Certificateholders shall have received such opinions of counsel (including, without limitation, an opinion of a nationally recognized independent tax counsel reasonably acceptable to the Indenture Trustee and the Pass Through Trustee) to the effect that no gain or loss for U.S. Federal income tax purposes will result from such assumption for which such Certificateholder is not fully indemnified, to its reasonable satisfaction, by Lessee; provided, however, that for purposes of such opinion it shall be assumed that each Certificateholder is a domestic corporation, bank or insurance company), certificates and other documents as it may reasonably request, each in form and substance reasonably satisfactory to the Indenture Trustee and the Pass Through Trustee, (ii) the Indenture Trustee for itself and for the benefit of the Holders shall have received a title insurance policy or endorsement to its Title Policy to the effect that the Indenture Trustee continues to have a first priority mortgage and security interest in the Estate, (iii) Lessee shall be obligated to pay all reasonable costs and expenses of the parties hereto, including the reasonable fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee (or, at the election of the Indenture Trustee and the Pass Through Trustee, in lieu of the reasonable legal fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee, the reasonable legal fees and expenses for one counsel for the Certificateholders) incurred in connection with such assumption, whether or not consummated and (iv) if Allocable Portions of the Notes are assumed on more than one occasion pursuant to this Section 10.1, all new notes shall be issued pursuant to the same indenture and all related Properties shall secure all such notes. In the event of any assumption of Notes or an Allocable Portion thereof pursuant to Section 10.1(a), the amount payable by the Lessee to the Lessor under Article IX hereof shall be reduced by the amount of the outstanding principal of the Allocable Portion of the Notes being so assumed on the date of the assumption or exchange, after payment of any Basic Rent due on such date. The Lessor, the Indenture Trustee and the Pass Through Trustee agree to cooperate, at the Lessee's request and expense, with any such assumption by the Lessee.

Assumption of Indebtedness. Notwithstanding anything At the Initial Closing, Transferee shall assume and agree to pay and perform all indebtedness and obligations of the TCR Group under all Assumed Loans, and, to the contrary extent permitted by the respective lenders, the TCR Group and its affiliates shall be released from any and all liability for such Assumed Loans. At the Initial Closing, Transferee shall execute and deliver all such documents and instruments (the "ASSUMPTION DOCUMENTS") reasonably required by the holders of the Assumed Loans to evidence such assumption and release in Section 9.1 or 9.3 hereofform satisfactory to such holders and the TCR Group, provided that, except as set forth on Schedule 2.2, Transferee shall not be required to accept any loan terms (including, with respect to any bonds, their tax exempt status and low to moderate income tenant requirements) substantially more onerous than those to which the applicable Contributor is subject pursuant to the applicable loan documents. Transferee shall pay fees associated with such assumptions not in excess of those set forth on Schedule 2.2. Except as provided below, in the event that the Lessee purchases one Transferee is unable for any reason to consummate any such assumption, the Transferee (i) shall cause the Assumed Loan to be paid in full at the Initial Closing and such payment, in lieu of assumption, shall not affect the determination of Net Value under Section 2.1(a) or more Properties the Cash Consideration designated under Section 2.4, and (ii) except as provided in the next sentence hereof, Transferee shall be responsible for the payment at the Initial Closing of all amounts due in connection with any such prepayment. If, however, a holder of an Assumed Loan (i) does not allow an assumption of an Assumed Loan for any reason other than due to a failure of the Transferee to cooperate with the holder on a basis consistent with that required pursuant to either such Sectionthe second sentence of this Section 2.2, or if Lessee elects to assume the outstanding Notes in accordance with Section 6.19 herein(ii) except as set forth on Schedule 2.2, the Lessee, in the case of a Section 9.1 or 9.3 assumption, may elect to assume on a full recourse basis the Allocable Portion of the outstanding Notes (it being understood that the Lessee may not assume the Allocable Portion of the Notes relating to one or requires substantially more Properties with respect onerous terms than those to which the Lessee has exercised its rights under clause Contributor is subject, or (iii) charges an assumption fee in excess of that set forth on Schedule 2.2, then the TCR Group shall be responsible for (x) any excess assumption fee if (iii) applies or (y) any prepayment premium or penalty due in connection with any such prepayment if (i) or (ii) applies. Notwithstanding any other provision herein, other than the buy-down of the interest rate on the Assumed Loan on the Vinings Ridge Property as described in Section 9.3 herein9.1(m), or, in the case of a Section 6.19 assumption, must assume on a full recourse basis all of the Notes, in either case by so notifying the Lessor, the Pass Through Trustee and the Indenture Trustee at least 30 days (5 days in the case of a Section 6.19 assumption) prior to such purchase or assumption. Such assumption TCR Group shall not be deemed a liable for any fee incurred in connection with the Transferee replacing any credit enhancement, re-grant of a Lien by the Lessee to the Indenture Trustee, but a purchase in which the preunderwriting any bonds or interest rate buy-existing Lien continues as to such Property to secure the new indenture between the Lessee and the Indenture Trusteedown. Such notice shall be accompanied by the forms of assumption documents the Lessee agrees to execute and deliver on the date of such purchase which shall provide to the Indenture Trustee substantially the same protections with With respect to any Assumed Loan, Transferee shall indemnify the operationTCR Group from any cost, use and maintenance of such Properties as are afforded by liability or damage for liability under the Lease; provided that documents evidencing the new indenture between the Lessee and the Indenture Trustee and the Security Documents shall not be cross-collateralized or cross-defaulted. Such assumption shall be subject to the following additional conditions: (i) the Indenture Trustee and the Pass Through Trustee for itself and for the benefit of the Certificateholders shall have received such opinions of counsel (Assumed Loan, including, without limitation, an opinion of a nationally recognized independent tax counsel reasonably acceptable to environmental liabilities, for matters first arising after the Indenture Trustee and the Pass Through Trustee) to the effect that no gain or loss for U.S. Federal income tax purposes will result from such assumption for which such Certificateholder is not fully indemnified, to its reasonable satisfaction, by Lessee; provided, however, that for purposes of such opinion it shall be assumed that each Certificateholder is a domestic corporation, bank or insurance company), certificates and other documents as it may reasonably request, each in form and substance reasonably satisfactory to the Indenture Trustee and the Pass Through Trustee, (ii) the Indenture Trustee for itself and for the benefit of the Holders shall have received a title insurance policy or endorsement to its Title Policy to the effect that the Indenture Trustee continues to have a first priority mortgage and security interest in the Estate, (iii) Lessee shall be obligated to pay all reasonable costs and expenses of the parties hereto, including the reasonable fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee (or, at the election of the Indenture Trustee and the Pass Through Trustee, in lieu of the reasonable legal fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee, the reasonable legal fees and expenses for one counsel for the Certificateholders) incurred in connection with such assumption, whether or not consummated and (iv) if Allocable Portions of the Notes are assumed on more than one occasion pursuant to this Section 10.1, all new notes shall be issued pursuant to the same indenture and all related Properties shall secure all such notes. In the event of any assumption of Notes or an Allocable Portion thereof pursuant to Section 10.1(a), the amount payable by the Lessee to the Lessor under Article IX hereof shall be reduced by the amount of the outstanding principal of the Allocable Portion of the Notes being so assumed on the date of the assumption or exchange, after payment of any Basic Rent due on such date. The Lessor, the Indenture Trustee and the Pass Through Trustee agree to cooperate, at the Lessee's request and expense, with any such assumption by the LesseeInitial Closing.

Assumption of Indebtedness. Notwithstanding anything At the Closing, except as otherwise set forth in this Section 3.3, the Operating Partnership or its designee shall assume and agree to pay and perform all indebtedness and obligations of the Contributors under all Assumed Loans relating to the contrary in Section 9.1 or 9.3 hereofProperty, in and, to the event extent permitted by the Lessee purchases one or more Properties pursuant to either such Section, or if Lessee elects to assume the outstanding Notes in accordance with Section 6.19 hereinrespective Lenders, the LesseeContributors and their affiliates shall be released from any and all liability for such Assumed Loans. At the Closing, in the case of a Section 9.1 or 9.3 assumption, may elect to assume on a full recourse basis Operating Partnership shall execute and deliver all such documents and instruments (the Allocable Portion “Loan Assumption Documents”) reasonably required by the Lenders of the outstanding Notes (it Assumed Loans being understood that assumed at the Lessee may not assume Closing to evidence such assumption and release in form satisfactory to such Lenders and the Allocable Portion Operating Partnership. In addition, the approval of the Notes relating to one released Contributor, which approval shall not be unreasonably withheld, delayed or more Properties conditioned, shall be required only with respect to which the Lessee has exercised its rights under clause (iii) of Section 9.3 herein), or, in the case of a Section 6.19 assumption, must assume on a full recourse basis all of the Notes, in either case by so notifying the Lessor, the Pass Through Trustee and the Indenture Trustee at least 30 days (5 days in the case of a Section 6.19 assumption) prior to such purchase or assumption. Such assumption shall not be deemed a re-grant of a Lien by the Lessee to the Indenture Trustee, but a purchase in which the pre-existing Lien continues as to such Property to secure the new indenture between the Lessee and the Indenture Trustee. Such notice shall be accompanied by the forms of assumption documents the Lessee agrees to execute and deliver on the date of such purchase which shall provide to the Indenture Trustee substantially the same protections with respect to the operation, use and maintenance of such Properties as are afforded by the Lease; provided that the new indenture between the Lessee and the Indenture Trustee and the Security Documents shall not be cross-collateralized or cross-defaulted. Such assumption shall be subject to the following additional conditions: (i) the Indenture Trustee and the Pass Through Trustee for itself and for the benefit form of the Certificateholders shall have received such opinions release of counsel (including, without limitation, an opinion of a nationally recognized independent tax counsel reasonably acceptable to liability under the Indenture Trustee Assumed Loans and the Pass Through Trustee) to the effect that no gain or loss for U.S. Federal income tax purposes will result from such assumption for which such Certificateholder is not fully indemnified, to its reasonable satisfaction, by Lessee; provided, however, that for purposes of such opinion it shall be assumed that each Certificateholder is a domestic corporation, bank or insurance company), certificates and other documents as it may reasonably request, each in form and substance reasonably satisfactory to the Indenture Trustee and the Pass Through Trustee, (ii) the Indenture Trustee liability under the Assumed Loans that may be incurred after the Closing Date by the released Contributor. The Operating Partnership shall be responsible for itself all fees and for costs associated with the benefit assumption of each of the Holders shall have received Assumed Loans up to a title insurance policy or endorsement maximum equal to its Title Policy to the effect that the Indenture Trustee continues to have a first priority mortgage and security interest in the Estate, (iii) Lessee shall be obligated to pay all reasonable costs and expenses of the parties hereto, including the reasonable fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee (or, at the election of the Indenture Trustee and the Pass Through Trustee, in lieu of the reasonable legal fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee, the reasonable legal fees and expenses for one counsel for the Certificateholders) incurred in connection with such assumption, whether or not consummated and (iv) if Allocable Portions of the Notes are assumed on more than one occasion pursuant to this Section 10.1, all new notes shall be issued pursuant to the same indenture and all related Properties shall secure all such notes. In the event of any assumption of Notes or an Allocable Portion thereof pursuant to Section 10.1(a), the amount payable by the Lessee to the Lessor under Article IX hereof shall be reduced by the amount 1% of the outstanding principal amount of each Assumed Loan assumed at Closing. If a Lender (a) does not allow an assumption of an Assumed Loan for any reason other than a failure of a Contributor to comply with the provisions of this Section 3.3 or (b) requires substantially more onerous terms than those to which a Contributor is subject, then the Contributee shall, at its election, either (1) prepay or defease all such Assumed Loans, and Contributee shall be responsible for costs and penalties related thereto, including but not limited to yield maintenance penalties, or (2) terminate this Agreement in its entirety upon delivery of written notice thereof to the Contributors. If a Lender charges an assumption fee in excess of 1% of the Allocable Portion outstanding principal amount of such Assumed Loan, then the Notes being Contributee shall so assumed on notify the date of the assumption or exchangeContributors, after payment of any Basic Rent due on such date. The Lessor, the Indenture Trustee and the Pass Through Trustee agree to cooperate, at the Lessee's request and expense, with Contributors shall be responsible for any such excess assumption by the Lesseefee.

Assumption of Indebtedness. Notwithstanding anything (a) At Closing, subject to the contrary in Section 9.1 receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or 9.3 hereof, in the event the Lessee purchases one or more Properties pursuant to either such Section, or if Lessee elects to assume the outstanding Notes in accordance with Section 6.19 hereinsimilar agencies and bond trustees, the Lessee, in the case of a Section 9.1 or 9.3 assumption, may elect to assume on a full recourse basis the Allocable Portion Transferee acknowledges and agrees that all Indebtedness and obligations of the outstanding Notes Contributors listed on Schedule 3.2 (the "ASSUMED LOANS") shall remain in effect with respect to, and therefore be effectively assumed as of the Closing Date by, the Operating Partnership and or its affiliates; provided that, except as set forth on Schedule 3.2, the Transferee shall not be required to accept any changes to the terms of the Assumed Loans (including, with respect to any bonds, the low to moderate income tenant requirements of the related Real Estate Properties, but excluding any extension not exceeding two years to the qualified project period) which would cause or result in (i) any increase in ongoing financial obligations of the Contributor or (ii) any additional restrictions on the use or operation of the applicable Real Estate Properties on or after the Closing Date; it being understood that the Lessee may Transferee shall not assume unreasonably withhold its consent with respect to any changes to the Allocable Portion Assumed Loans which would not cause or result in any such increase or restrictions. Subject to the receipt of any required consents thereto from the Notes relating applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trustees, the Transferee (i) agrees that it will pay and perform, and cause each entity which owns a related Real Estate Property to pay and perform, any and all obligations with respect to such Assumed Loans as they become due in accordance with the Assumed Loan Documents and (ii) hereby agrees to enter into one or more Properties agreements with respect Connecticut General Life Insurance Company and Metropolitan Life Insurance Company (individually or together, the "GUARANTORS"), each in form and substance satisfactory to the Transferee and the Guarantors, under which the Lessee has exercised its rights under clause (iii) of Section 9.3 herein), or, Company will agree to reimburse each Guarantor in the case amount of a Section 6.19 assumption, must assume on a full recourse basis all any payments made by such Guarantors after the Closing Date under or pursuant to guaranty agreements which secure payment of the Notes, in either case by so notifying the Lessortax exempt bonds which finance certain Real Estate Properties (individually or collectively, the Pass Through Trustee and the Indenture Trustee at least 30 days (5 days in the case of a Section 6.19 assumption) prior to such purchase or assumption. Such assumption shall not be deemed a re-grant of a Lien by the Lessee to the Indenture Trustee, but a purchase in which the pre-existing Lien continues as to such Property to secure the new indenture between the Lessee and the Indenture Trustee. Such notice shall be accompanied by the forms of assumption documents the Lessee agrees to execute and deliver on the date of such purchase which shall provide to the Indenture Trustee substantially the same protections with respect to the operation, use and maintenance of such Properties as are afforded by the Lease; provided that the new indenture between the Lessee and the Indenture Trustee and the Security Documents shall not be cross-collateralized or cross-defaulted. Such assumption shall be subject to the following additional conditions: (i) the Indenture Trustee and the Pass Through Trustee for itself and for the benefit of the Certificateholders shall have received such opinions of counsel (including, without limitation, an opinion of a nationally recognized independent tax counsel reasonably acceptable to the Indenture Trustee and the Pass Through Trustee) to the effect that no gain or loss for U.S. Federal income tax purposes will result from such assumption for which such Certificateholder is not fully indemnified, to its reasonable satisfaction, by Lessee"GUARANTY AGREEMENTS"); provided, however, that such reimbursement obligation agreements with respect to each of the Guarantors and Guaranty Agreements shall terminate on the date as of which all obligations under each such Guaranty Agreement terminate and as of which all obligations under the reimbursement obligation agreements shall have been satisfied. In addition, the Transferee shall (x) indemnify the TCR Parties from any liability or obligation under the documents evidencing the Assumed Loans, including without limitation, environmental liabilities, for purposes events occurring after the Closing Date and (y) on or before the Closing Date (A) cause Credit Suisse First Boston or another bank, the credit rating of such opinion it shall be assumed that each Certificateholder is a domestic corporationwhich satisfies the requirements under the financing documents, bank or insurance company), certificates and other documents as it may reasonably request, each in form and substance reasonably satisfactory to deliver to the Indenture Trustee bond trustee letters of credit in such amounts and the Pass Through Trustee, (ii) the Indenture Trustee on such terms and conditions as are reasonably required for itself and such letters of credit to constitute substitute credit enhancements for the benefit tax exempt indebtedness that constitutes Assumed Loans and (B) otherwise use all commercially reasonable efforts to satisfy the requirements of the Holders shall have received a title insurance policy applicable creditors, lenders, trustees and governmental authorities or endorsement to its Title Policy to the effect that the Indenture Trustee continues to have a first priority mortgage agencies and security interest in the Estate, (iii) Lessee shall be obligated to pay all reasonable costs and expenses of the parties hereto, including the reasonable fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee (or, at the election of the Indenture Trustee and the Pass Through Trustee, in lieu of the reasonable legal fees and expenses of counsel for the Indenture Trustee and the Pass Through Trustee, the reasonable legal fees and expenses for one counsel for the Certificateholders) incurred bond trustees whose consent or approval is required in connection with such assumption, whether or not consummated and (iv) if Allocable Portions of the Notes are assumed on more than one occasion pursuant to matters described in this Section 10.1, all new notes shall be issued 3.2(a) in relation to their acceptance of such letters of credit pursuant to the same indenture and all related Properties shall secure all alternate security provisions of such notesAssumed Loans (subject to the last two clauses of the first sentence of this Section 3.2(a)). In the event of any assumption of Notes or an Allocable Portion thereof pursuant to Section 10.1(a)Furthermore, the amount payable by the Lessee to the Lessor under Article IX hereof shall be reduced by the amount of the outstanding principal of the Allocable Portion of the Notes being so assumed on the date of the assumption or exchange, after payment of any Basic Rent due on such date. The Lessor, the Indenture Trustee and the Pass Through Trustee TCR Parties agree to cooperate, at the Lessee's request and expense, with any such assumption by the Lessee.use all commercially reasonable efforts to cause the