Loan Assumption. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.
Loan Assumption. By Purchaser accepting title under and subject to (without assuming any additional personal liability thereunder) the then unpaid principal balance under (i) the Amended and Restated First Mortgage Note dated as of September 30, 1993 ("Existing Note"), in the original principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and No/100 Dollars ($11,457,000.00), executed by Seller and payable to the order of the Travelers Insurance Company (the "Travelers") (the current holder thereof and the servicer of the Existing Loan, shall be referred to collectively as "Existing Lender"), (ii) the Amended and Restated First Mortgage executed by Seller to the Travelers and dated as of September 30, 1993 ("Existing Mortgage"), and (iii) all other documents securing payment of the Existing Note or related to the Existing Note or the Mortgage (the Existing Note, Existing Mortgage and any documents executed in connection therewith or related thereto, as the same may have been or may hereafter be amended or restated, shall collectively be referred to as the "Existing Loan Documents" and all indebtedness evidenced by the Existing Loan Documents shall be referred to as the "Existing Loan"). Provided, Seller shall be released at Closing from any liability arising under the Existing Loan or the Existing Loan Documents attributable to the time period following Closing. All funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents are held for the benefit of Seller. At Closing, if allowed by the Existing Lender, Purchaser shall fund such escrow/reserve accounts in cash or by posting a letter of credit acceptable to the Existing Lender, and Seller shall be entitled to arrange with the Existing Lender for return of Seller's funds in the escrow/reserve accounts; otherwise, Seller shall transfer to Purchaser all of Seller's rights in such escrow/reserve accounts, and Purchaser shall pay or credit to Seller the total amounts held in all such accounts as of the Closing Date.
Loan Assumption. (a) Purchaser shall use good faith efforts to obtain Lender's approval for Purchaser's assumption of the Loan on the same terms as currently set forth in the Loan Documents, including an individual to assume the personal liability provisions of the Loan Documents. Purchaser shall forward to Seller copies of any and all notices and other corresp9ondence received from Lender by Purchaser or sent to Lender by Purchaser (other than specific loan information or confidential financial information regarding Purchaser) promptly after receipt or delivery of such notices and other correspondence. Seller and Purchaser shall reasonably cooperate to facilitate the assumption of the Loan by Purchaser.
(b) A condition precedent to Seller's obligation to close hereunder is that Lender, Seller and Purchaser shall enter into at Closing a debt assumption agreement (the "ASSUMPTION AGREEMENT"), pursuant to which Purchaser [and Purchaser's guarantor] shall assume the Loan and Seller, and all existing indemnitors and guarantors, shall be released by Lender from all debts, duties, obligations and liabilities under the Loan.
(c) If Purchaser has not received an acceptable loan assumption approval ("LOAN APPROVAL") before the end of the Inspection Period, then Purchaser may extend the time for Loan Approval by delivering a letter to Seller stating that all of Purchaser's contingencies under this Agreement are either satisfied or waived, Purchaser has complied with all requirements and paid all fees required for the assumption application, and Purchaser's assumption application is still under review. Seller agrees that it will extend the time for Purchaser's loan approval for up to thirty (30) additional days (the "LOAN APPROVAL DATE") from the expiration of the Due Diligence Period. If Purchaser continues to comply with all requests but it has not received Loan Approval by the Loan Approval Date, then the Xxxxxxx Money will be returned to Purchaser and this Agreement will terminate.
Loan Assumption. At Closing, Buyer shall assume the Seller’s obligations under the Existing Loan Documents to come due from and after Closing, and Buyer will acquire the Property subject to the Existing Loan and the Existing Loan Documents (other than Seller's Guaranty and Seller's Environmental Indemnity which will be replaced by a Guaranty and Environmental Indemnity from Buyer or its affiliate).
(a) After the Effective Date, Buyer and Seller shall use commercially reasonable efforts to obtain the final written approval and consent of the Existing Lender for (i) the conveyance of the Property to Buyer subject to the rights and obligations under the Existing Loan and Existing Loan Documents, (ii) the Buyer’s assumption of all borrower obligations under the Existing Loan Documents, (iii) the release of Seller and any existing guarantor from all obligations under the Existing Loan Documents first arising or accruing subsequent to the Closing Date, and (iv) the form of an assignment and assumption agreement and related assumption documents mutually agreed to by Existing Lender, Seller and Buyer (collectively the “Lender Consent”). Seller shall reasonably cooperate with Buyer in its efforts to obtain the Lender Consent. Buyer shall promptly provide Seller and Existing Lender with all information reasonably requested by the Existing Lender in order to facilitate obtaining the Lender Consent.
(b) Within five (5) business days after the Effective Date, Buyer agrees to provide Seller with all necessary documentation requested from Buyer, as proposed borrower, in order to permit Seller to submit the preliminary loan assumption request to the Existing Lender. Seller shall make application to the Existing Lender, at Buyer’s expense, within three (3) business days after receipt of the Buyer’s documentation.
(c) Buyer agrees to order all reports required by the Existing Lender as part of the loan assumption process, including appraisal reports, environmental studies, and engineering reports within ten (10) days after request from the Existing Lender. Buyer shall send a copy of the submission and orders to Seller to evidence compliance with this requirement. In the event that Buyer does not provide such evidence to Seller, Seller shall have the right to terminate this Agreement at its sole discretion within five (5) business days after such ten (10) day deadline, in which event the Exxxxxx Money Deposit shall be returned to the Buyer and the parties shall have no further rights or obli...
Loan Assumption. Buyer shall receive a credit at Closing in an amount equal to the sum of the unpaid principal balance of the Loan, and any interest, default interest, or other sum that is accrued, due and/or payable to Existing Lender on the Closing Date. Seller shall receive a credit at Closing in an amount equal to the sum of any and all Loan reserves that are transferred to Buyer at Closing.
Loan Assumption. (a) So long as no Default or Event of Default has occurred and is continuing, in the event Borrower desires to transfer all of the Properties to another party (the “Transferee”) and have the Transferee assume all of Borrowers’ obligations under this Agreement and all of the other Loan Documents (collectively, the “Transfer and Assumption”), Borrower may make a written application to Agent for Agent’s consent to the Transfer and Assumption, which consent shall be in Agent’s sole discretion. Together with such written application (and afterwards if requested by Agent), Borrower will submit to Agent true, correct and complete copies of any and all information and documents of any kind requested by Agent concerning the Properties, Transferee and/or Borrower, together with any review fee required by Agent, in Agent’s sole discretion.
(b) If Agent consents to the Transfer and Assumption, the Transferee and/or Borrower as the case may be, shall deliver the following to Agent:
(i) Borrower shall deliver to Agent the assumption fee;
(ii) Borrower and Transferee shall execute and deliver to Lender any and all documents required by Agent, in form and substance required by Agent, in Agent’s Permitted Discretion (the “Assumption Documents”);
(iii) Borrower shall cause to be delivered to Agent, an endorsement to each Title Insurance Policy in form and substance acceptable to Agent, in Agent’s sole discretion (the “Endorsement”); and
(iv) Borrower shall deliver to Agent a payment in the amount of all costs incurred Agent Lender in connection with the Transfer and Assumption, including but not limited to, Agent’s reasonable attorneys fees and expenses, all recording fees for the Assumption Documents, and all fees payable to the title company for the delivery to Agent of the Endorsement.
(c) Notwithstanding anything contained in this Section 5.18 to the contrary,
(i) under no circumstances may the Property and Loan be transferred and assumed by any party under the terms of this Section 5.18 more than once during the Term, and (ii) except based on Agent’s written agreement to the Transfer and Assumption and Borrower’s and Transferee’s compliance with all of the terms and provisions of this Section 5.18, the terms and provisions of this paragraph shall in no way amend or modify the terms and provisions contained in Section 5.18 of this Agreement.
Loan Assumption. A deceased xxx- xxxxx’s loan may be assumed by an in- dividual not liable for the indebtedness in accordance with subpart I of this part.
Loan Assumption. Borrower and Operating Lessee shall not have the right to sell, assign, convey or otherwise transfer (i) legal or equitable title to any part of the Property and (ii) their respective interests in, to and under the Loan and the Loan Documents.
Loan Assumption. Up to two (2) times, the Loan may be assumed by a third party approved by Xxxxx, in its sole and absolute discretion, upon a transfer of the Property or a transfer of direct or indirect equity interests in Maker which are otherwise prohibited under Section 13 of the Deed of Trust. Any approved assumption shall be subject to delivery to Payee of (a) an assumption agreement in form and substance acceptable to Payee; (b) an assumption fee equal to one percent (1%) of the then unpaid principal balance of the Loan; (c) payment of all costs and expenses incurred by Payee in connection with the assumption; and (d) such other documents and legal opinions as Payee may require in its sole and absolute discretion, including without limitation, a substantive non-consolidation legal opinion and, to the extent required by the applicable loan pooling and servicing agreement, written confirmation from all applicable rating agencies that such assumption will not cause such rating agency to withdraw, downgrade or qualify any then-current ratings for any securities backed by a pool of mortgage loans that includes the Loan.
Loan Assumption. Purchaser shall have obtained written approval from Lender for the assumption of the Existing Financing by Purchaser. Seller shall have approved, in its reasonable discretion, the form of the Loan Assumption Documents, which shall include a release of Seller and all applicable guarantors, if any, from any and all liability under the Existing Financing. Each of the conditions contained in this Section are intended for the benefit of Seller and may be waived in whole or in part, by Seller. If the conditions precedent set forth above are neither satisfied nor waived by Seller by the Closing Date, Seller shall have the right to terminate this Agreement, and Seller and Purchaser shall be released from all further liability or obligation hereunder except those which expressly survive the termination of this Agreement; provided however that if Purchaser is in default hereof at the time of such termination, Section 8.1 shall additionally apply.
