Common use of Loan Assumption Clause in Contracts

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. Without limiting the foregoing, Borrower and Operating Lessee shall have the 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 less than all) of the Property only if: (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 after giving effect 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 Agentproposed transaction: (i) the Property will be owned by a Single Purpose Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Pre-approved Transferee or such other entity (specifically approved in writing by both Lender and each Rating Agency) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.29 hereof (as if such transferee shall deliver to Agent have remade all of such representations, warranties and covenants as of, and after giving effect to, the assumption fee; (ii) Borrower proposed transaction); such Single Purpose Entity shall have executed and Transferee shall execute and deliver delivered to Lender any an assumption agreement and all documents required by Agentsuch other agreements as Lender may reasonably request (collectively, the Assumption Agreement) in form and substance required acceptable to Lender, evidencing the proposed transferee's agreement to abide and be bound by Agentall the terms, covenants and conditions set forth in Agent’s this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan; the Permitted Discretion Borrower Transferee, Pre-approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (and such Single Purpose Entity and the “Assumption Documents”applicable Permitted Borrower Transferee, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII); (iii) Borrower , and the transferee shall cause to be delivered to AgentLender, such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (ii) an endorsement Acceptable Manager shall continue to each act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; and (iii) no Event of Default shall have occurred and be continuing; (b) the Assumption Agreement shall state the applicable transferee's agreement to abide by and be bound by the terms in the Note (or such other promissory notes to be executed by the transferee, such other promissory note or notes to be on the same terms as the Note), the Security Instrument, this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the terms hereof) and such other Loan Documents (or other loan documents to be delivered by such transferee, which shall contain terms substantially identical to the terms of the applicable Loan Documents) whenever arising, and Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Lender; (c) following execution of a contract for the sale of the Property and not less than thirty (30) days prior to the expected date of such proposed sale, Borrower shall submit notice of such sale to Lender. Borrower shall submit to Lender, not less than ten (10) days prior to the expected date of such sale, the Assumption Agreement for execution by Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Property is located and shall be reasonably satisfactory to Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such assumption, together with an Officer's Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Security Instrument; (d) prior to any such transaction, the proposed transferee shall deliver to Lender an Officer's Certificate stating that (x) such transferee is not an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject Title Insurance Policy I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (e) if the transfer is to (i) an entity other than a Pre-approved Transferee or a Permitted Borrower Transferee, a Rating Agency Confirmation shall have been received in form respect of such proposed transfer (or, if the proposed transfer shall occur prior to a Securitization, such transfer shall be subject to Lender's consent in its sole discretion) and substance acceptable (ii) a Permitted Borrower Transferee, such transfer shall be subject to AgentLender's prior written consent in its reasonable discretion; (f) the terms of Section 8.6 shall be complied with and Borrower shall cause the transferee to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of S&P and any other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein; and (g) Lender shall have received the payment of, or reimbursement for, all reasonable costs and expenses incurred by Lender and the Rating Agencies (and any servicer in Agent’s sole discretion connection with a Securitization) in connection therewith (the “Endorsement”including, without limitation, reasonable attorneys' fees and disbursements); and (ivh) Borrower Each of the Mezzanine Borrowers shall deliver simultaneously exercise its right to Agent a payment transfer the "Collateral" (as defined in the amount Mezzanine Loan) pursuant to and in accordance with Section 8.5 of all costs incurred Agent Lender in connection with each Mezzanine 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) 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) So long as Provided no Default or Event of Default has occurred and is then continuing, in Borrower shall have the event Borrower desires one time right to transfer Transfer (but not mortgage, hypothecate, pledge or otherwise encumber or grant a security interest in) the fee simple title to all (but not fewer than all) of the Individual Properties only if after giving effect to another party (the “Transferee”) and have proposed transaction, the Transferee assume all of Borrowers’ obligations under this Agreement and all of the other Loan Documents Individual Properties will be owned by one or more Single Purpose Entities (collectively, the “Transfer and AssumptionTransferee Borrower”), which Transferee 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 (wholly owned and afterwards if requested Controlled by Agent)a Permitted Transferee, 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, which 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 have executed and Transferee shall execute and deliver delivered to Lender any and all documents required by Agent, an assumption agreement in form and substance required by Agentacceptable to Lender, in Agentassuming all of Borrower’s Permitted Discretion obligations under the Loan Documents. Any such transfer to a Transferee Borrower and assumption of the Loan shall be conditioned upon Lender’s reasonable approval, which may be conditioned upon among other things, (i) the “Assumption Documents”); delivery of financial information, including, without limitation, audited financial statements, for Transferee Borrower and the direct and indirect owners of Transferee Borrower, (ii) the delivery of evidence that Transferee Borrower is a Single Purpose Entity, and that neither Transferee Borrower nor any Person that Controls Transferee Borrower is a Disqualified Transferee, (iii) the management of the Property by a Qualified Manager or by a property manager reasonably acceptable to Lender and acceptable to the Rating Agencies; (iv) the satisfaction of the Guarantor Net Worth Requirements, (v) the execution and delivery of all documentation reasonably requested by Lender, (vi) the delivery of Opinions of Counsel requested by Lender, including, without limitation, an Additional Non-Consolidation Opinion with respect to Transferee Borrower shall cause and other entities identified by Lender or requested by the Rating Agencies and opinions with respect to be delivered to Agentthe valid formation, due authority and good standing of Transferee Borrower, Qualifying Replacement Guarantor and any additional pledgors, and the continued enforceability of the Loan Documents and any other matters requested by Lender, (vii) the delivery of an endorsement to each Title Insurance Policy in form and substance acceptable to AgentLender, in Agent’s sole discretion insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances, (the “Endorsement”); and (ivviii) Borrower shall deliver to Agent a payment in the amount satisfaction of all requirements of the Mezzanine Loan Documents respecting such Transfer and assumption, and confirmation of the Mezzanine Lenders that such requirements have been satisfied, (ix) the payment of all of Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred Agent by 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 Termsuch assumption, and (iix) except based on Agent’s written agreement payment to Lender of the Assumption Fee (in addition to the Transfer and Assumption and Borrower’s and Transferee’s compliance with all of payments required under 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 Agreementforegoing clause (ix)).

Loan Assumption. 45 In connection with any Transfer of the Property to a Permitted Owner, Borrower shall have the right to request the Required Lenders’ consent to, and the Required Lenders may approve in their sole discretion,46 a one-time47 Transfer of the Property and the assumption of the Loan by the purchaser of the Property. Any such assumption of the Loan shall be conditioned upon, among other things, (ai) So long as no Default or Event of Default has shall have occurred and is be 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 such purchaser being a Permitted Owner, (iii) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and Transferee shall execute the direct and deliver to Lender any indirect owners of such purchaser, (iv) the Property producing at least a _____ Debt Yield and at least a _____ Debt Service Coverage Ratio, (v) the delivery of evidence that the purchaser is a single purpose entity as described in Section 5.17 of this Agreement, (vi) the execution and delivery of all documents required documentation reasonably requested by Administrative Agent, in form and substance required by reasonably satisfactory to Administrative Agent, in Agent’s Permitted Discretion including without limitation, (A) a written assumption agreement whereby the “Assumption proposed transferee assumes all obligations of Borrower under the Loan Documents”); , and (iiiB) Borrower shall cause to be delivered to the Replacement Guaranty and the Replacement Environmental Indemnification Agreement; (vii) the delivery of opinions of counsel requested by Administrative Agent, including, without limitation, opinions with respect to the valid formation, due authority and good standing of the purchaser, any additional pledgors and the Replacement Guarantor and the enforceability of the Loan Documents, as modified by the loan assumption agreement, and the Replacement Guaranty and the Replacement Environmental Indemnification Agreement, and any other matters requested by Administrative Agent, (viii) the delivery of an endorsement to each the Title Insurance Policy in form and substance acceptable to Administrative Agent, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances, (ix) the proposed transferee shall have delivered certificates of insurance as required under Exhibit 5.5 of this Agreement; (x) Borrower or the proposed transferee shall have delivered such UCC, litigation, tax and bankruptcy searches with respect to the Property, the proposed transferee and Replacement Guarantor as Administrative Agent may reasonably require; (xi) the payment of an assumption fee equal to ________ percent (___% ) of the outstanding amount of the Loan; (xii) the payment to Administrative Agent of a processing fee equal to [$15,000.00], (xiii) the delivery of evidence reasonably acceptable to Administrative Agent that the Property will be managed by a qualified property manager approved by Administrative Agent in its reasonable discretion; (xiv) all third-party out-of-pocket costs and expenses related to any assumption are to be paid by Xxxxxxxx, and (xv) the payment of all of Administrative Agent’s sole discretion (the “Endorsement”); and (iv) Borrower shall deliver to third-party out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Administrative Agent a payment in the amount of all costs incurred Agent Lender in connection with the Transfer and Assumptionsuch assumption. For avoidance of doubt, including but any Hedging Transaction entered into with Administrative Agent or a Lender, or an Affiliate of Administrative Agent or a Lender as a counterparty shall not limited to, Agent’s reasonable attorneys fees and expenses, all recording fees for the Assumption Documents, and all fees payable be transferable to the title company for the delivery to Agent a Permitted Owner in connection with an assumption of the Endorsement. (c) Notwithstanding anything contained Loan unless otherwise approved by Administrative Agent or such Lender, as applicable, 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.its sole discretion.48]