Assumption of Loan Documents. Subject to the provisions of Section 3 below, MTP-South Tower LLC hereby assumes all of the obligations of MTP-South Tower LP under the Note, as amended by the Allonge, under the Deed of Trust and Assignment of Rents, as amended by the Amendment to Security Documents, under the Lockbox Agreement, under the Modification and Extension Agreement, under the Environmental Indemnity, and under all other instruments and agreements evidencing or securing the Loan (collectively, the "LOAN DOCUMENTS").
Assumption of Loan Documents. Seller shall lead and coordinate the efforts to obtain the approval and consent of the Lender to the transfer of the Property and the assumption by Purchaser and/or related entities of certain obligations under the Loan Documents. Purchaser agrees to use all reasonable efforts to assume such obligations under the Loan Documents (the “Loan Assumption”) and to comply with Lender’s organizational requirements and other requirements set forth in the Loan Documents and which are otherwise reasonable for loans of this type (Lender’s consent, together with Lender’s organization requirements and other requirements set forth in the Loan Documents, is referred to as “Lender’s Consent”) and to work diligently to comply with all requirements of Lender relating to such consent and assumption and to provide all information, filings and other documents reasonably requested by Seller or Lender in connection with the efforts of Seller and Purchaser to obtain such consent and assumption. Purchaser acknowledges and agrees that, within five (5) days of (x) the Effective Date with respect to the loan assumption application materials previously delivered to Purchaser or (y) its receipt of a request from either Lender or Seller for other information, documentation or other materials relating to Seller’s request for Lender’s consent to the transactions contemplated by this Agreement, Purchaser shall fully, truthfully and accurately provide the requested information, documentation and other materials. The parties shall coordinate with each other and shall each act reasonably and in good faith to arrange for the consent to the transfer of the Property, the assumption by Purchaser and/or related entities of certain obligations under the Loan Documents and the release of Seller therefrom.
Assumption of Loan Documents. In connection with the Closing and the Loan Assumption: (i) Seller and Buyer shall execute an assignment and assumption of the Loan on a form reasonably acceptable to Lender, Seller and Buyer, which shall contain Lender’s consent to Buyer’s assumption of the Loan and such customary estoppel statements by Lender as are reasonably acceptable to Buyer (the “Loan Assignment, Assumption and Consent”); (ii) Buyer shall execute the New Loan Documents (as defined herein) in a form reasonably acceptable to Buyer and Lender; (iii) Seller and Xxxxxxx Xxxxx Xxxxxxxxxxx and Xxxx Xxxxxxxx (collectively, the “Guarantors”) shall be fully and finally released from all of their obligations under the Loan, except for any liabilities and obligations that expressly survive assignment, transfer or repayment of the Loan (e.g., environmental indemnities); and (iv) Buyer shall execute and deliver such other documents, instruments, certificates and/or legal opinions as may be reasonably required by Lender in a form reasonably acceptable to Buyer. “New Loan Documents” shall mean the Loan Documents, as assigned and modified as provided in this Section 2.10, evidencing and/or securing the Loan.
Assumption of Loan Documents. The New Borrower hereby irrevocably assumes and promises to pay and perform all of the covenants, obligations, liabilities and duties of the Original Borrowers arising under the Loan Documents from and after the First Amendment Effective Date and agrees that as of the First Amendment Effective Date the New Borrower shall be a primary obligor, under each such document.
