First Mortgage Loan. 23 Fitch......................................................................... 23 FNMA.......................................................................... 23
First Mortgage Loan. MetLife shall have consented to the assumption of the First Mortgage Loan by one or more of the Buyer Subsidiaries, or, if Buyer chooses not to use Buyer Subsidiaries, by Buyer.
First Mortgage Loan. Section 10.1
First Mortgage Loan. (a) Set forth in Section 3.15 of Seller’s Disclosure Letter is a list of each Contract entered into by Seller to evidence or secure the First Mortgage Loan (the “Mortgage Financing Documents”), including all amendments or modifications thereto. True and correct copies of the Mortgage Financing Documents and Loan Agreement have been provided to Buyer. The Mortgage Financing Documents are in full force and effect. Seller has also provided true and correct copies of all legal opinions (on a non-reliance basis), title policies, officer’s certificates, closing documents, periodic reports and other submissions to MetLife and any notices under the Mortgage Financing Documents delivered to or received from MetLife.
(b) Neither Seller nor any of its Affiliates has received written notice from MetLife that it is in breach or default under the Mortgage Financing Documents (which breach or default has not been cured or waived). None of Seller or to Seller’s Knowledge any other party to a Mortgage Financing Document is in breach or default under such Mortgage Financing Document. To Seller’s Knowledge, no event has occurred or failed to occur or circumstance exists which, if remaining unremedied after the giving of any required notice and expiration of applicable grace periods, would constitute an “Event of Default” under any Mortgage Financing Document; and, to Seller’s Knowledge no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default under any such Mortgage Financing Document by any other party thereto.
First Mortgage Loan. The MetLife Negotiation Period shall have expired and MetLife shall have consented to the assumption of the First Mortgage Loan by one or more of the Buyer Subsidiaries or, if Buyer chooses not to use Buyer Subsidiaries, Buyer in accordance with Section 5.9, with any modifications in a form satisfactory to the Buyer to the extent such modifications would change the obligations of the “Borrower” under the Loan Agreement or otherwise impose legally binding obligations on Buyer (including modifications necessary to allow MetLife to consent to the assumption and to reflect Buyer’s structure) that are different from the existing obligations.
First Mortgage Loan. Borrower: Grand Canal Shops Mall, LLC, a special purpose Delaware limited liability company that owns and/or leases, and shall own and/or lease, no assets other than the Property and assets relating thereto. At the closing of the Loan (the "Closing"), the Borrower shall have (i) no debt other than the Loan, the Subordinate Loan (as defined below), the Mezzanine Loan (as defined below) (to the extent permitted under Section 3 of Exhibit B to this Commitment), trade debt incurred in the ordinary course of Borrower's business of operating the Property and Permitted Other Indebtedness (as defined below) and (ii) no liabilities other than those described in the foregoing clause (i) and other liabilities incurred in the normal operations of the Property in accordance with the Form Loan Documents (as defined below). As used herein, the term "
First Mortgage Loan. (a) Promptly after the date hereof, Seller will contact MetLife to seek consent for the assumption of the First Mortgage Loan by Buyer or, if Buyer chooses to form one or more Buyer Subsidiaries, by the Buyer Subsidiaries and will submit a written request for a consent to assignment as provided in Section 3.9.7 of the Loan Agreement. Buyer will have a reasonable opportunity to review and comment on this consent request prior to submission to MetLife. Once Seller has received a response from MetLife, Seller and Buyer will jointly proceed to obtain such consent strictly in accordance with the requirements of the terms of the Mortgage Financing Documents and will use commercially reasonable efforts to obtain the release of Seller under the Mortgage Financing Documents on the basis set forth in Section 3.9.7(i) of the Loan Agreement as well as the release at Closing of any escrows, reserves or other collateral of Seller not comprising the Property. Buyer shall make and submit such applications to MetLife for the assumption of the First Mortgage Loan by Buyer or the Buyer Subsidiaries, as applicable, as MetLife may reasonably require pursuant to the Loan Agreement. Each of Seller and Buyer will work expeditiously and in good faith to obtain such consent and any such modifications to the First Mortgage Loan required by MetLife, or desired by Buyer solely to the extent modifications are necessary to allow MetLife to consent to the assumption and to reflect that one or more Buyer Subsidiaries or Buyer, as applicable, not Seller, will be the borrower under the First Mortgage Loan or required by Seller to evidence the release of Seller on the basis set forth in Section 3.9.7(i) of the Loan Agreement and of any collateral for the First Mortgage Loan not comprising the Property (including any receivables in respect of Timber to which Seller is entitled hereunder). Any such modifications or changes will be subject to Seller’s approval only to the extent the modifications or changes would impose legally binding obligations on Seller. Buyer will not be obligated to deliver any documents or consent to any changes to the Mortgage Financing Documents to the extent the delivery of such documents or such changes would increase the obligations, or decrease the rights, of the “Borrower” under the Mortgage Financing Documents.
(b) In addition to implementing the transfer of the First Mortgage Loan to the Buyer Subsidiaries or Buyer, as applicable, as described above, Seller agre...
First Mortgage Loan. (a) Promptly after the date hereof, Seller will contact MetLife to seek consent for the assumption of the First Mortgage Loan by Buyer or, if Buyer chooses to form one or more Buyer Subsidiaries, by the Buyer Subsidiaries and will submit a written request for a consent to assignment as provided in Section 3.9.7
First Mortgage Loan. From and after the Effective Date to the Closing Date, Seller shall pay all monetary obligations due or otherwise allocable under the loan documents evidencing the First Mortgage Loan for the period prior to the Closing Date.
First Mortgage Loan. Buyer is able to assume the First Mortgage Loan (and thereby satisfy $275,000,000 of the Purchase Price) provided that Buyer has complied with all covenants, conditions and requirements for the First Mortgage Loan and the assumption thereof to the extent specifically set forth in the documents provided by Seller to Buyer on or before November 10, 1998 (including, without limitation, delivery of all documents, notices, certificates and opinions and information and payment of all expenses required to be borne by the assuming party thereunder).
