Defeasance and Assumption Sample Clauses

Defeasance and Assumption. Section 2.1. Defeasance 34 Section 2.2. Assumption 36 Section 2.3. Transfers of Equity Interests in Borrower 37
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Defeasance and Assumption. 2.1. Defeasance....................................................................................29 2.2. Assumption....................................................................................31 ARTICLE III ACCOUNTS
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Defeasance and Assumption. 36 Section 2.1. Defeasance 36 Section 2.2. Property Releases 39 Section 2.3. Assumption 40 Section 2.4. Transfers of Equity Interests in Borrower 42 ARTICLE III ACCOUNTS 44 Section 3.1. Cash Management Account 44 Section 3.2. Distributions from Cash Management Account 45 Section 3.3. Loss Proceeds Account 46 Section 3.4. Basic Carrying Costs Escrow Account 46 Section 3.5. TI/LC Reserve Account 48 Section 3.6. Capital Expenditure Reserve Account 49 Section 3.7. Deferred Maintenance and Environmental Escrow Account 50 Section 3.8. Unfunded Obligations Account 51 Section 3.9. Excess Cash Flow Reserve Account 52 Section 3.10. Account Collateral 53 Section 3.11. Bankruptcy 53 ARTICLE IV REPRESENTATIONS 54 Section 4.1. Organization 54 Section 4.2. Authorization 54 Section 4.3. No Conflicts 54 Section 4.4. Consents 55 Section 4.5. Enforceable Obligations 55 Section 4.6. No Default 55 -i- TABLE OF CONTENTS (continued) Page Section 4.7. Payment of Taxes 55 Section 4.8. Compliance with Law 55 Section 4.9. ERISA 55 Section 4.10. Investment Company Act 56 Section 4.11. No Bankruptcy Filing 56 Section 4.12. Other Debt 56 Section 4.13. Litigation 56 Section 4.14. Leases; Material Agreements 56 Section 4.15. Full and Accurate Disclosure 58 Section 4.16. Financial Condition 58 Section 4.17. Single-Purpose Requirements 58 Section 4.18. Use of Loan Proceeds 58 Section 4.19. Not Foreign Person 59 Section 4.20. Labor Matters 59 Section 4.21. Title 59 Section 4.22. No Encroachments 59 Section 4.23. Physical Condition 59 Section 4.24. Fraudulent Conveyance 60 Section 4.25. Management 60 Section 4.26. Condemnation 60 Section 4.27. Utilities and Public Access 60 Section 4.28. Environmental Matters 60 Section 4.29. Assessments 61 Section 4.30. No Joint Assessment 61 Section 4.31. Separate Lots 61 Section 4.32. Permits; Certificate of Occupancy 61 Section 4.33. Flood Xxxx 00 Xxxxxxx 4.34. Security Deposits 62 Section 4.35. Acquisition Documents 62 -ii- TABLE OF CONTENTS (continued) Page Section 4.36. Insurance 62 Section 4.37. No Dealings 62 Section 4.38. Estoppel Certificates 62 Section 4.39. Federal Trade Embargos 62 Section 4.40. Intellectual Property/Websites 62 Section 4.41. No Subleases 63 Section 4.42. No Dark Tenants 63 Section 4.43. Central Plant 63 ARTICLE V AFFIRMATIVE COVENANTS 63 Section 5.1. Existence; Licenses 63 Section 5.2. Maintenance of Properties 64 Section 5.3. Compliance with Legal Requirements 64 Section 5.4. Impositions and Other Claims 64 Section 5.5. Acces...
Sample 1
Defeasance and Assumption. Section 2.1. Defeasance 31 Section 2.2. Assumption 32 Section 2.2. Transfers of Equity Interests in Borrower 34 ARTICLE III ACCOUNTS Section 3.1. Cash Management Account 35 Section 3.2. Distributions from Cash Management Account 36 Section 3.3. Loss Proceeds Account 37 Section 3.4. Basic Carrying Costs Escrow Account 37 Section 3.5. FF&E Reserve Account 39
Sample 1
Defeasance and Assumption 
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Related to Defeasance and Assumption

  • Defeasance and Assumption Costs The related Mortgage Loan documents provide that the related borrower is responsible for the payment of all reasonable costs and expenses of the lender incurred in connection with the defeasance of such Mortgage Loan and the release of the related Mortgaged Property, and the borrower is required to pay all reasonable costs and expenses of the lender associated with the approval of an assumption of such Mortgage Loan.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

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