Consent of Mortgage Lender Sample Clauses

Consent of Mortgage Lender. Seller shall cause Mutual Service Life Insurance Company to provide its written, unqualified consent to the assumption of the Promissory Note and the Mortgage by Buyer on terms acceptable to Buyer, which consent shall be delivered to Buyer at least two (2) days prior to Closing.
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Consent of Mortgage Lender. The written, unqualified consent of Mutual Service Life Insurance Company to the assumption of the Promissory Note and the Mortgage by Buyer on terms acceptable to Buyer shall have been delivered to Buyer.
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Consent of Mortgage Lender. The General Partners and Essex shall each exercise commercially reasonable efforts to seek the required approvals from the holder of the Mortgage Debt for the transactions contemplated by this Agreement, including, but not limited to, if required, obtaining consent to grant security interests pursuant to Section 7.1(b)(ii) (and file related financing statements). The previous mortgage debt on the Property was refinanced with $14,000,000 of the Mortgage Debt on February 9, 2007; $6,000,000 of the Mortgage Debt will be placed on the Property prior to Closing (collectively, the “Refinancing”). All Refinancing proceeds in excess of the previous mortgage debt shall be distributed to the Partners prior to the Closing in accordance with the terms of the Partnership Agreement. The approval from the lender (the “Mortgage Lender”) under the Mortgage Debt for the consummation of the transactions contemplated by this Agreement shall be sought by the Partnership, and the Partnership shall use all commercially reasonable efforts in cooperating with Essex in the joint pursuit of such approval as requested by Essex, but shall not incur any costs or expenses without the prior written approval of Essex. Those terms include but are not limited to the amendment of various provisions and the delivery of consent documentation (the “Mortgage Debt Consent Documents”) and estoppel certificates (“Mortgage Debt Estoppels”) dated as of the Closing Date, in form and substance reasonably satisfactory to Essex, which shall include, among other things, (i) the current balance of the loan, (ii) the interest rate on the loan, (iii) the amount of the monthly payments for the loan, (iv) a representation that the applicable Mortgage Instruments are all the documents that were executed and delivered in connection with applicable Mortgage Debt, and (v) a statement that no default exists under any of the applicable Mortgage Instruments and that no default would exist, but for the giving of notice or the passage of time, or both. Essex shall be entitled to extend the Closing Date, if necessary, for a period of up to thirty (30) days to obtain the Mortgage Debt Consent Documents and/or Mortgage Debt Estoppels.
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Consent of Mortgage Lender. The written consent of the Mortgage lender to the transactions described herein and the fully executed Mortgage Debt Consent Documents and Mortgage Debt Estoppels;
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Consent of Mortgage Lender. Mortgage Lender shall have consented in writing to the transactions contemplated by this Agreement and the other Loan Documents (Junior Tier Mezzanine);
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Consent of Mortgage Lender. Landlord’s mortgage lender has executed the Joinder to this Fourth Amendment to evidence its consent to this Fourth Amendment.
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Consent of Mortgage Lender. Buyer acknowledges that as part of the consideration for the sale of the Property, Buyer shall assume the Mortgage Obligations. Buyer acknowledges that pursuant to the terms of the Mortgage, Mortgage Lender must consent to the sale of the Property to Buyer and to Buyer’s assumption of the Mortgage Obligations. After expiration of the Review Period, if Buyer has elected proceed with the purchase of the Property, Buyer shall exercise reasonable efforts (and Seller shall reasonably cooperate with Buyer’s efforts) to obtain the consent of Mortgage Lender to the sale of the Property to Buyer and to Buyer’s assumption of the Mortgage Obligations. If Mortgage Lender does not consent to such sale and assumption on or before the date that is one hundred twenty (120) days following the date of this Contract, this Contract shall be terminated automatically, in which event (i) the Xxxxxxx Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iii) both parties will be relieved of all other rights, obligations, and liabilities hereunder, except for the parties’ obligations pursuant to Section 3.2, 3.3, and 16.6 hereof and any other provisions herein which are expressly indicated as surviving termination of this Contract.
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Consent of Mortgage Lender. By its signature below, Mortgage Lender hereby consents to this Amendment and the modifications to the Loan Documents effected thereby.
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Consent of Mortgage Lender. (a) Within ten (10) Business Days following the date hereof, Sellers shall request an application from the Existing Lender(s) or its servicer for approval of the transfer of the Properties and/or Property Owners encumbered by the Existing Mortgage Debt to Purchaser or its designee and assumption of such Existing Mortgage Debt by Purchaser or its designee (the “Mortgage Consent”). Promptly upon receipt of the application from the Existing Lender(s) and/or its servicer, Sellers shall provide the application to Purchaser and Purchaser shall, within ten (10) Business Days of receipt of the application from Sellers, submit to Seller Parent for its reasonable review an application completed with such information reasonably required from Purchaser, and Seller shall provide such information reasonably required from Seller on such application, it being agreed that all such information provided by Purchaser on the application shall be held in confidence by Seller Parent and shall not be disclosed by Seller Parent to any Person other than Existing Lender. Purchaser shall provide such other information as the Existing Lender(s) reasonably requires in connection therewith and shall pay an amount equal to Existing Lender’s costs and expenses in evaluating such applications and request for Mortgage Consent and any applicable processing fee of the Existing Lender(s), in each case to the extent set forth in the applicable Existing Mortgage Documents; provided that Sellers shall be solely responsible for (A) submitting any and all information and documentation with respect to Sellers, Property Owners and/or the current operations of the applicable Properties required to be submitted in connection with the application for the Mortgage Consent. Purchaser shall pursue the Mortgage Consent with commercially reasonable due diligence and shall make all commercially reasonable efforts to obtain the Mortgage Consent in accordance with the terms of this Agreement and the Existing Mortgage Documents, including providing (x) DRA Growth and Income Master Fund X, LLC, a Delaware limited liability company, (y) DRA Growth and Income Master Fund X-A, LLC, a Delaware limited liability company, and (z) DRA Growth and Income Master Fund X-B, LLC, a Delaware limited liability company, as one or more replacement guarantors/indemnitors (on a going forward basis), opinions, title insurance endorsements, certificates, information and documentation contemplated by the Existing Mortgage Documents or...
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Related to Consent of Mortgage Lender

  • Assignment of Mortgage An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage to the party indicated therein, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, if permitted by law. Best Efforts: Efforts determined to be reasonably diligent by the Seller or the Servicer, as the case may be, in its sole discretion. Such efforts do not require the Seller or the Servicer, as the case may be, to enter into any litigation, arbitration or other legal or quasi-legal proceeding, nor do they require the Seller or the Servicer, as the case may be, to advance or expend fees or sums of money in addition to those specifically set forth in this Agreement.

  • Custody of Mortgage Documents Section 2.1. Custodian to Act as Agent;

  • Custody of Mortgage Loan Documents The originals of all of the Mortgage Loan Documents (other than the Non-Lead Securitization Note) (a) prior to the Lead Securitization will be held by the Initial Agent and (b) after the Lead Securitization, will be held by the Lead Securitization Note Holder (in the name of the Trustee and held by a duly appointed custodian therefor in accordance with the Lead Securitization Servicing Agreement), in each case, on behalf of the registered holders of the Notes.

  • Notice of Mortgage The Borrower shall keep the Mortgage registered against the Ship as a valid first priority mortgage, carry on board the Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the Master’s cabin of the Ship a framed printed notice stating that the Ship is mortgaged by the Borrower to the Security Trustee.

  • Sale and Conveyance of Mortgages; Possession of Mortgage File The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of November 30, 2023 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of November 30, 2023 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

  • CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing Date, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02.

  • Condition of Mortgaged Property Except as Borrower may have disclosed to Lender in writing in connection with the issuance of the Commitment Letter, the Mortgaged Property has not been damaged by fire, water, wind or other cause of loss, or any previous damage to the Mortgaged Property has been fully restored.

  • Validity of Mortgage Documents The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with a Mortgage Loan are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms (including, without limitation, any provisions therein relating to Prepayment Penalties). All parties to the Mortgage Note, the Mortgage and any other such related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any other such related agreement have been duly and properly executed by other such related parties. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Seller in connection with the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan. The documents, instruments and agreements submitted for loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of any Person, including without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application for any insurance in relation to such Mortgage Loan. The Seller has reviewed all of the documents constituting the Servicing File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein;

  • Releases of Mortgaged Property Except as described in the next sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or any material portion of the related Mortgaged Property that was included in the appraisal for such Mortgaged Property, and/or generates income from the lien of the related Mortgage except upon payment in full of all amounts due under the related Mortgage Loan or in connection with the defeasance provisions of the related Note and Mortgage. The Mortgages relating to those Mortgage Loans identified on Schedule A hereto require the mortgagee to grant releases of portions of the related Mortgaged Properties upon (a) the satisfaction of certain legal and underwriting requirements and/or (b) the payment of a predetermined or objectively determinable release price and prepayment consideration in connection therewith. Except as described in the first sentence hereof and for those Mortgage Loans identified on Schedule A, no Mortgage Loan permits the full or partial release or substitution of collateral unless the mortgagee or servicer can require the Borrower to provide an opinion of tax counsel to the effect that such release or substitution of collateral (a) would not constitute a "significant modification" of such Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and (b) would not cause such Mortgage Loan to fail to be a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.

  • Releases of Mortgaged Properties No Mortgage Note or Mortgage requires the mortgagee to release all or any material portion of the related Mortgaged Property from the lien of the related Mortgage except upon (i) payment in full of all amounts due under the related Mortgage Loan or (ii) delivery of "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), in connection with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans that are Crossed Loans, and the other individual Mortgage Loans secured by multiple parcels, may require the respective mortgagee(s) to grant releases of portions of the related Mortgaged Property or the release of one or more related Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting requirements or (ii) the payment of a release price in connection therewith; and provided, further, that certain Crossed Groups or individual Mortgage Loans secured by multiple parcels may permit the related Mortgagor to obtain the release of one or more of the related Mortgaged Properties by substituting comparable real estate property, subject to, among other conditions precedent, receipt of confirmation from each Rating Agency that such release and substitution will not result in a qualification, downgrade or withdrawal of any of its then-current ratings of the Certificates; and provided, further, that any Mortgage Loan may permit the unconditional release of one or more unimproved parcels of land to which the Seller did not give any material value in underwriting the Mortgage Loan.

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