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. 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:
Loan Assumption. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, from and after the earlier to occur of (i) ten (10) Business Days after the Securitization of the Loan or (ii) four (4) months after the Closing Date, Borrower shall have the right to convey all of the Properties to a new borrower (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrower’s obligations under this Agreement and the Loan Documents, and have one or more Replacement Guarantors assume all of the obligations of Guarantor under the Loan Documents from and after the date of such assumption (collectively, a “Permitted Direct Assumption”), provided that the following conditions are satisfied (either prior to, or contemporaneously with, the closing of such Permitted Direct Assumption):
Loan Assumption. On the Closing Date, Seller shall assign, and Buyer shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, the Existing Loan Documents in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Loan Assumption Agreement. Seller and Buyer hereby acknowledge and agree that the Loan Assignment and Loan Assumption Agreement are subject to Lender’s approval. The date Lender approves of the Loan Assignment and executes and provides the Loan Assumption Agreement to Buyer shall be known as the “Loan Approval Date.” Buyer shall promptly furnish all information and shall cooperate with Seller in Seller’s direct communication with Lender. Buyer shall pay any (i) processing fees and expenses, (ii) application fees, (iii) Lender’s attorney fees and (iv) assumption fee imposed by Lender (up to 1% of the unpaid principal balance of the Existing Loan as of the Closing Date (the “Buyer Assumption Fee Cap”) and Seller shall be obligated to pay any amounts in excess of the Buyer Assumption Fee Cap) when due (collectively, the “Assumption Fees”). This obligation to pay the Assumption Fees shall survive closing or termination of this Agreement. Any deposits, reserves, escrows, holdbacks and/or similar amounts held by Lender in connection with the Existing Loan Documents shall be credited back to Seller at Closing and Buyer shall be responsible for replacing at Closing, such amounts as required by Lender. In connection with the Loan Assignment, the parties will endeavor in good faith to fully negotiate a definitive assignment and assumption agreement in a form and substance satisfactory to Buyer and Lender, which shall include, without limitation, the following (collectively, the “Loan Assumption Agreement”):
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. Without limiting the foregoing, Mezzanine Borrower shall have the right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) the direct or indirect legal or equitable title to all (but not less than all) of the Collateral only if Mortgage Borrower simultaneously exercise their right to transfer the Property pursuant to Section 8.5 of the Loan Agreement (Mortgage) and:
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. Provided no Event of Default is then continuing, Mezzanine Borrower shall have the right, with the prior written consent of Mezzanine Lender, to cause Mortgage Borrower 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 after giving effect to the proposed transaction the Property will be owned by an entity (the “New Property Owner”) which is a Single Purpose Entity wholly owned by a Qualified Transferee which shall become the new First Mezzanine Borrower; the direct owner of such new First Mezzanine Borrower shall be a Single Purpose Entity, shall become the new Second Mezzanine Borrower and shall assume the Second Mezzanine Loan and pledge all the equity interests in the new First Mezzanine Borrower to Second Mezzanine Lender pursuant to an assumption agreement in form and substance acceptable to Mezzanine Lender; and such new Second Mezzanine Borrower will be owned by a Single Purpose Entity which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender to assume the Mezzanine Loan and pledge all the equity interests in such new Second Mezzanine Borrower to Mezzanine Lender. Any such assumption of the Mezzanine Loan shall be conditioned upon, among other things, (i) the delivery of 103 financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners of 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 Mezzanine Loan Documents and any other matters requested by Mezzanine Lender, (v) the delivery of an endorsement to each of the Title Policies insuring the lien of the Security Instruments, as assumed, subject only to the Permitted Encumbrances, in form and substance reasonably acceptab...
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.
