Assignment and Assumption of Interest in Borrower; Transfer of Properties Sample Clauses

Assignment and Assumption of Interest in Borrower; Transfer of Properties. The obligations of Borrower under this Agreement and the other Loan Documents may not be assigned by Borrower or assumed by any third party. The receipt of loan payments, the cashing of such payment checks, or such similar acts by Lender shall not constitute a waiver of this prohibition. None of the Properties, nor any direct or indirect interest therein, nor in Borrower, may be transferred, except that, as long as no Default or Event of Default has occurred and is continuing, there shall be a one-time right to transfer 100% of the beneficial interest in Borrower (the "REIT Transfer") to a REIT (the "REIT Transferee"), provided that and immediately subsequent to such transfer, the REIT Transferee shall have a book value net worth of no less than $150,000,000.00 or a market value equity of no less than $150,000,000.00 as reasonably determined by Lender based on asset values established by third-party MAI appraisals of the Properties acceptable to Lender in its reasonable discretion less all existing liabilities and debts of the REIT Transferee, and Guarantor shall reaffirm (and shall not be released from) its guarantor obligations and liabilities under any guaranty or indemnity agreement executed by Guarantor in connection with the Loan and the REIT Transferee executes new guaranty and indemnity agreements substantially in the form of the Other Related Documents. In addition, the following conditions to the REIT Transfer must be satisfied: (a) Guarantor owns at least 51% of the economic interest in the REIT Transferee at the time of the REIT Transfer and the REIT Transferee is managed and controlled directly or indirectly by Guarantor and shall continue to be so owned, managed and controlled, (b) Guarantor expressly covenants in writing that so long as any part of the Loan remains outstanding it shall continue to own at least 51% of the economic interest in the REIT Transferee and shall continue to manage and directly or indirectly control the REIT Transferee, (c) at the time of the REIT Transfer, the Loan shall have a ratio of (i) aggregate NOI from the Properties for the prior twelve (12) month period (adjusted by Lender to the extent Lender reasonably determines that such aggregate NOI will not continue for the next twelve (12) months) to (ii) annual debt service on the Loan, of no less than 1.65:1.00 and Lender reasonably believes that the loan-to-value ratio of the Loan is no higher than 72.5%, and (d) the Rating Agencies are provided with an opinion o...
Sample 1
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Related to Assignment and Assumption of Interest in Borrower; Transfer of Properties

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

  • Recordation of Assignments If any Custodial File includes one or more assignments to the Trustee of Mortgage Notes and related Mortgages that have not been recorded, each such assignment shall be delivered by the Custodian to the Seller for the purpose of recording it in the appropriate public office for real property records, and the Seller, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment and, upon receipt thereof from such public office, shall return each such assignment to the Custodian.

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