Loan Assumption Clause Samples

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. 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; the direct owner of such New Property Owner shall be a Single Purpose Entity and shall assume the First Mezzanine Loan and pledge all the equity interests in the New Property Owner to First Mezzanine Lender pursuant to an assumption agreement in form and substance acceptable to First Mezzanine Lender; the direct owner of such new First Mezzanine Borrower shall be a Single Purpose Entity 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 Second Mezzanine Lender; the direct owner of such new Second Mezzanine Borrower shall be a Single Purpose Entity and shall assume the Third Mezzanine Loan and pledge all the equity interests in the new Second Mezzanine Borrower to Third Mezzanine Lender pursuant to an assumption agreement in form and substance acceptable to Third Mezzanine Lender; and such new Third 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 Third Mezzanine Borrower to Mezzanine Lender. Any such assumption of the Mezzanine 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 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 e...

Loan Assumption. A deceased ▇▇▇- ▇▇▇▇▇’s loan may be assumed by an in- dividual not liable for the indebtedness in accordance with subpart I of this part.

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): (i) No Event of Default shall be continuing as of the date of the closing of the Permitted Direct Assumption; (ii) Borrower shall have provided Lender with not less than thirty (30) days’ prior written notice of the Permitted Direct Assumption, and if Lender’s consent and a Rating Agency Confirmation is not required pursuant to clause (iii) below, such notice shall include information establishing and Borrower and Transferee Borrower certifying that Transferee Borrower is (A) a Qualified Transferee, (B) a Person who is Controlled by one or more Qualified Equityholders that either (x) satisfy the Control Party Asset Threshold and the Experience Threshold or (y) are Pre-Approved Control Parties, and (C) a Person in whom no less than thirty-five percent (35%) of the equity interests in the aggregate are directly or indirectly owned by one or more Qualified Equityholders; (iii) Prior to a Securitization, Lender shall have provided its consent to the Permitted Direct Assumption (not to be unreasonably withheld, conditioned or delayed if the proposed Transferee Borrower satisfies the Control Party Asset Threshold and the Experience Threshold) and, from and after a Securitization, Lender shall have received a Rating Agency Confirmation with respect to such Permitted Direct Assumption, provided that neither Lender’s consent nor a Rating Agency Confirmation shall be required with respect to the identity of the Transferee Borrower so long as the Transferee Borrower (A) is a Qualified Transferee, (B) a Person who is Controlled by one or more Qualified Equityholders described in clauses (i), (ii), (iii) or (iv) of the definition of Qualified Equityh...

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.

Loan Assumption. Within fifteen (15) days of the Effective Date hereof, Buyer shall make application to the Lender for the assumption of the Mortgage Loan, and Buyer shall diligently prosecute its application and provide regular updates by email (not less frequently than every other week) to Seller to keep Seller reasonably informed as to the status of Buyer’s assumption of the Mortgage Loan. As a material condition to Seller’s entering into this Agreement and Closing hereunder, Buyer shall seek to prospectively assume payment of principal and interest and all other obligations thereafter accruing under the Mortgage Loan, in which event Buyer shall comply with such terms and conditions, including, without limitation, paying the assumption fee, and any other fees and expenses of the Mortgage Loan assumption as may required by Lender and shall execute and deliver at or prior to Closing all documents reasonably required by Lender in connection with the assumption of the Mortgage Loan. Further, in the event that Lender requires or otherwise conditions the consent of the assumption of the Mortgage Loan upon increased reserves or additional deposits to the reserves, such deposits shall be the sole responsibility of Buyer. Seller shall cooperate with Buyer’s efforts to obtain an assumption of the Mortgage Loan, at no material cost or expense to Seller. Buyer acknowledges that it has received and reviewed the documents with respect to the Mortgage Loan, and understands and agrees that Lender may require as a condition precedent to the assumption of the Mortgage Loan, certain indemnitors and guarantors to guarantee the usual and customary CMBS non-recourse carve-outs under the Mortgage Loan, together with the usual and customary opinion letters of counsel. The assumption of such Mortgage Loan shall be a condition precedent to Closing. In the event that Buyer has diligently pursued the application for the Mortgage Loan as provided for in this Section 4.6 and Lender has not provided consent for such assumption of the Mortgage Loan on or before the date that is one-hundred and eighty (180) days after the Effective Date, either party may terminate this Agreement by providing written notice to the other and the Escrow Holder shall return the Escrow Deposit to Buyer and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination and Seller shall be responsible for any fees and expenses of Lender, if any.

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. 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. Up to two (2) times, the Loan may be assumed by a third party approved by ▇▇▇▇▇, 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.