Assumption of the Loan Sample Clauses

Assumption of the Loan. In connection with the sale by Borrower of all of its right, title and interest in and to all of the Properties to a unrelated third-party purchaser (the "Transferee"), Borrower shall have the right to request that Lender approve (on a one time only basis) an assignment to, and assumption by, Transferee of Borrower's obligations under the Note, the Mortgages and the Loan Documents. Lender's consent to such transfer and assignment and assumption will not be unreasonably withheld after consideration of all relevant factors, provided that: (a) no Event of Default or event which with the giving of notice or the passage of time would constitute an Event of Default shall have occurred and remain uncured hereunder or under any of the Loan Documents; (b) the Transferee shall be a reputable Person of good character, creditworthy, with sufficient financial worth considering the obligations assumed and undertaken, as evidenced by financial statements and other information reasonably requested by Lender; (c) the Transferee shall have sufficient experience in the ownership and management of properties similar to the Properties, and Lender shall be provided with reasonable evidence thereof; (d) the Transferee must be in compliance with all applicable Rating Agency requirements for special-purpose bankruptcy remote entities; (e) Lender shall have received in writing evidence from the Rating Agency to the effect that such assignment and assumption will not result in a downgrade, withdrawal or qualification of the rating then in effect for the Certificates, together with such legal opinions as may be reasonably requested by the Rating Agency; (f) the transfer shall have been approved in writing by the Servicer; (g) the Transferee shall have executed and delivered to Lender an assumption agreement in form and substance reasonably acceptable to Lender evidencing such Transferee's agreement to abide and be bound by the terms of the Note, the Mortgages and the other Loan Documents, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (h) Lender shall have received evidence reasonably satisfactory to Lender that all required approvals, if any, to such sale or transfer shall have been obtained, including, without limitation, any approvals required under the Ground Lease; and (i) Lender shall have been reimbursed for all reasonable costs and expenses (including without limitation reasonable legal fees and Rating Agency fees)...
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Assumption of the Loan. (a) Promptly upon execution of this Agreement, Seller shall introduce Purchaser to the Lender (and/or any servicer of the Loan) and request in writing that Lender (or, if applicable, the servicer of the Loan) consent to the sale and the assumption by Purchaser of the Loan. Seller shall cooperate in all reasonable respects with such request for consent, and shall use its commercially reasonable efforts to cause the Lender (or, if applicable, the servicer of the Loan) to deliver the Loan Approval as quickly as possible. (b) Purchaser shall use commercially reasonable efforts to satisfy the Lender’s (or, if applicable, the servicer’s) reasonable requirements in order to obtain the consent of the Lender (or, if applicable, the servicer) to the sale and the assumption by Purchaser of the Loan on terms and conditions reasonably acceptable to Purchaser (such consent, the “Lender Approval”). Without limiting the generality of the foregoing, Purchaser shall: (i) promptly submit all information with respect to Purchaser as the Lender (or, if applicable, the servicer of the Loan) may reasonably request to the extent that the same is in Purchaser’s possession or control, and (ii) provide such customary authority, enforceability and substantive non-consolidation opinions with respect to the loan assumption documents and the Lender (or, if applicable, the servicer of the Loan) may reasonably request, provided, however, that notwithstanding anything to the contrary contained herein, in no event shall Purchaser be obligated to enter into any agreements in connection with the assumption of the Loan that would: (A) modify the economic or other material terms of the Loan, (B) increase the obligations of the borrower or require Purchaser or any of its affiliates to provide any collateral for the Loan other
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Assumption of the Loan. The loan may not be assumed by a future purchaser without the prior written approval of Lender and the payment of any fees which may be associated therewith.
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Assumption of the Loan. Subject to the terms and conditions thereof, including but not limited to Section 15.1 of the Mortgage, Assignee unconditionally assumes all of the duties, obligations and liabilities of Assignor under the Loan Documents. In connection therewith, without limiting the generality of the foregoing, Assignee agrees to pay the Note at the time, in the manner and in all other respects as therein provided, to perform all of the duties, covenants and obligations provided in the Loan Documents to be performed by Assignor thereunder at the time, in the manner, and in all other respects as therein provided, and to be bound by all the terms of the Loan Documents as fully and to the same extent as if the Loan Documents were originally made, executed and delivered to Lender by Assignee. Accordingly, the Loan Documents shall include Assignee as an obligee thereunder, including without limitation, the inclusion of Assignee as “Borrower” under the Note, the Mortgage, the Assignment, and the Pledge Agreement and “Debtor” under the Financing Statement. Provided that all of the terms and conditions of this Agreement are satisfied, and the Property is in fact transferred to Assignee, Lender consents to the transfer of the Property by Assignor and the assumption of the Loan by Assignee.
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Assumption of the Loan. New Maker unconditionally assumes all the duties, obligations, covenants, agreements, and liabilities of Original Maker under the Note and the other Loan Documents. In connection therewith, without limiting the generality of the foregoing, New Maker agrees to pay the Note at the time, in the manner and in all other respects as therein provided, to perform all of the duties, covenants and obligations provided in the Note and the other Loan Documents to be performed by Original Maker thereunder at the time, in the manner, and in all other respects as therein provided, and to be bound by all the terms of the Note and the other Loan Documents as fully and to the same extent as if the Note and the other Loan Documents were originally made, executed and delivered to Noteholder by New Maker. Accordingly, the Note and the other Loan Documents shall include New Maker as an obligor thereunder including, without limitation, the inclusion of New Maker as “Maker” under each Loan Document.
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Related to Assumption of the Loan

  • Terms of the Loan The Loan will bear interest for the period and at the rate or rates set forth in the Note, and be payable in accordance with the terms of the Note. The outstanding principal balance, all accrued and unpaid interest and all other sums due and payable under the Note or other Loan Documents, if not sooner paid, shall be paid in full at Loan Maturity.

  • Repayment of the Loan Subject to the terms and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, the Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender the outstanding principal balance of the Loan on each of September 10, 2020, December 10, 2020 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount that has been applied to pay any Senior Obligations pursuant to Section 2.05 of the Senior Credit Agreement on such date. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment of principal is required to be made pursuant to the first sentence of this Section 2.05, less than the required payment amount of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan and (C) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)). The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, Borrower shall provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date shall be extended by one additional calendar year.

  • Disbursement of the Loan Disbursements will be made by and at the discretion of SBA Counsel, in accordance with this Loan Authorization and Agreement and the general requirements of SBA. · Disbursements may be made in increments as needed. · Other conditions may be imposed by SBA pursuant to general requirements of SBA. · Disbursement may be withheld if, in SBA's sole discretion, there has been an adverse change in Borrower's financial condition or in any other material fact represented in the Loan application, or if Borrower fails to meet any of the terms or conditions of this Loan Authorization and Agreement. · NO DISBURSEMENT WILL BE MADE LATER THAN 6 MONTHS FROM THE DATE OF THIS LOAN AUTHORIZATION AND AGREEMENT UNLESS SBA, IN ITS SOLE DISCRETION, EXTENDS THIS DISBURSEMENT PERIOD. · This Loan Authorization and Agreement will be binding upon Borrower and Borrower's successors and assigns and will inure to the benefit of SBA and its successors and assigns.

  • Assumptions Concerning Funding of Eurodollar Rate Loans Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

  • Repayment of the Loans The Companies (a) may prepay the Obligations from time to time in accordance with the terms and provisions of the Notes (and Section 17 hereof if such prepayment is due to a termination of this Agreement); (b) shall repay on the expiration of the Term (i) the then aggregate outstanding principal balance of the Loans together with accrued and unpaid interest, fees and charges and; (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (c) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Loans are in excess of the Formula Amount at such time, Loans in an amount equal to such excess. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds.

  • Purpose of the Loan The purpose of the Loan is to provide financing for the Borrower’s activities and investments.

  • CONDITIONS OF EACH EXTENSION OF CREDIT The obligation of Bank to make each extension of credit requested by Borrower hereunder shall be subject to the fulfillment to Bank's satisfaction of each of the following conditions:

  • Conditions Precedent to Initial Loans and Letters of Credit The obligation of each Lender to make the Loans requested to be made by it on the Closing Date and the obligation of each Issuer to Issue Letters of Credit on the Closing Date is subject to the satisfaction or due waiver in accordance with Section 11.1 (

  • CONDITIONS OF INITIAL EXTENSION OF CREDIT The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank's satisfaction of all of the following conditions:

  • Conditions Precedent to Each Extension of Credit The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowing: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request.

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