Partial Transfer and Assumption Sample Clauses

Partial Transfer and Assumption. The Note Holders acknowledge that Section 5.26.3 of the Mortgage Loan Agreement grants the Mortgage Loan Borrower the one-time right, in connection with the sale of one or more Mortgaged Properties to an unaffiliated third party, to sever the Mortgage Loan into one or more loans secured by each Mortgaged Property being transferred in connection with such sale (the “New Severed Loan”) and the loan secured by the Mortgaged Properties retained by the Mortgage Loan Borrower (the “Existing Severed Loan”). In the event that such a severance were to be consummated in accordance with the Mortgage Loan Agreement (including the satisfaction of all conditions set forth in Section 5.26.3(c) thereof) (such event, the “Partial Transfer and Assumption”), each Note Holder shall cooperate to (i) execute such amendments to this Agreement to reflect the Mortgaged Property retained by the Mortgage Loan Borrower and securing the Existing Severed Loan following the Partial Transfer and Assumption and to reduce the principal balances of each Note in an amount corresponding to the sum of the respective allocated loan amounts of the Mortgaged Property securing the New Severed Loan and (ii) execute a separate Agreement among Noteholders on terms substantially similar to those set forth in this Agreement with respect to the new promissory notes evidencing the New Severed Loan.