Common use of Loan Assumption Clause in Contracts

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. Provided no Event of Default is then continuing, Mortgage Mezzanine Borrower shall have the one time right 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 fewer less than all) of the Properties Property only if after giving effect to the proposed transaction (i) the Properties Property will be owned by one or more a Single Purpose Entities Entity wholly owned by a Permitted Transferee or a Pre-approved Qualified 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 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 (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to each of the Title Policy Policies in form and substance acceptable to Mezzanine Mortgage Lender, insuring the lien of the Security InstrumentInstruments, 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. Provided Upon receipt of Lender’s prior written consent (which consent shall not be unreasonably withheld or delayed) and provided no Event of Default is then continuing, Mortgage Borrower shall have (or in the one time right to case of the Maryland Property, Maryland Loan Guarantor) may 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 Individual Properties only if if, after giving effect to the proposed transaction (i) transaction, the Individual Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Qualified 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 Qualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine LenderLender or, if applicable, requested by the Rating Agencies, (iv) the delivery of Opinions of Counsel requested by Mezzanine LenderLender or the Rating Agencies, 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 Opinions of Counsel 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 LenderLender or, if applicable, the Rating Agencies, (v) the delivery of a mezzanine an 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 Encumbrances, (vi) the payment of (A) 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, (B) any fees of the Rating Agencies and (C) an assumption fee in the amount of $200,000 and (vii) if the Loan is the subject of a Securitization, delivery of a Rating Agency Confirmation with respect to such assumption.

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 an 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. 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 Notwithstanding anything to the proposed transaction (i) contrary contained herein, in the Properties will event that any Qualified Successor Borrower purchases the Property from Borrower, such Transfer shall be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed permitted hereunder and delivered such Qualified Successor Borrower may assume Borrower's obligations under the Loan without Lender's consent, subject to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lenderthe provisions of this Section 8.7. Any such Transfer or assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of such evidence as Lender may reasonably request to establish that the purchaser of the Property is a Qualified Successor Borrower (including, if applicable, 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 TransfereeEntity, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel reasonably 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 an 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 or, if such endorsement is not available in the State, a letter from the Title Company certifying that the Transfer to the Qualified Successor Borrower does not affect the validity of the Title Policy or the priority of the Lien of the Security Instrument on the Property, (vi) in the event that the Existing Citibank Lease is no longer in effect, a Qualified Manager shall continue to manage the Property after such Transfer and (vivii) the payment of an assumption fee equal to one-tenth (1/10th) of one percent (0.10%) of the Principal Amount. In connection with any assumption of the Loan which is permitted under this Section 8.7, Guarantor shall be released from its obligations under the Recourse Guaranty, provided that a successor principal that is either a Permitted Owner or another creditworthy entity reasonably satisfactory to Lender and, if the Loan is the subject of a Securitization, the Rating Agencies, assumes all of Mezzanine the obligations of Guarantor thereunder with respect to events occurring on or after such assumption (it being agreed, however, that such Guarantor shall remain liable under the Recourse Guaranty to the extent of any events occurring prior to such assumption) pursuant to a written assumption agreement and other documentation reasonably satisfactory to Lender and, if the Loan is the subject of a Securitization, the Rating Agencies. Upon the execution and delivery of such written assumption and other documentation, such successor principal shall be deemed to be the "Guarantor" for all purposes of this Agreement and the other Loan Documents, but the foregoing shall not limit the right of the initially named Guarantor hereunder to constitute a Permitted Owner. Provided no Event of Default has occurred and is continuing, Lender shall execute, at Borrower's sole cost and expense, all documents reasonably requested to evidence such release of the prior Guarantor as provided above. In addition, Borrower shall pay, within thirty (30) days after the delivery by Lender to Borrower of an invoice therefor, all of Lender’s reasonable out-of-pocket fees, 's third party processing costs and expenses, (including, without limitation, reasonable attorneys’ ' fees and costs, ) actually incurred by Mezzanine Lender in connection with such assumption, which invoice shall be accompanied with such additional information which may be reasonably required to establish same.

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-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. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right right, with the prior written consent of Lender, 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 less than all) of the Properties Property only if after giving effect to the proposed transaction (i) the Properties Property will be owned by one or more a Single Purpose Entities Entity wholly owned by a Permitted Transferee or a Pre-approved Qualified 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 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 Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to each of the Title Policy Policies in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security InstrumentInstruments, 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. Provided no Event of Default is then continuing, Mortgage Mezzanine Borrower shall have the one time right 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 fewer less than all) of the Properties Property only if after giving effect to the proposed transaction (i) the Properties Property will be owned by one or more an entity (the “New Property Owner”) which is a Single Purpose Entities Entity wholly owned by a Permitted Transferee or Qualified Transferee; the direct owner of such New Property Owner shall be a Pre-approved Transferee which Single Purpose Entity and 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 Property Owner 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 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 (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to each of the Title Policy in form and substance acceptable to Mezzanine Lender, Policies insuring the lien of the Security InstrumentInstruments, as assumed, subject only to the Permitted Encumbrances Encumbrances, in form and substance reasonably acceptable to Mezzanine Lender; (vi) delivery of a new “UCC 9” title policy in favor of Mezzanine Lender, its successors and assigns, with such mezzanine endorsements in favor of Lender as Mezzanine Lender reasonably requires, in form and substance reasonably acceptable to Mezzanine Lender, and (vivii) 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. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sellrequest Lender's consent, assignwhich consent shall not be unreasonably withheld, 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) the assumption 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 Loan 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 Lenderproposed purchaser of the Property. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of a Rating Agency Confirmation, (ii) the delivery of financial information, including, without limitation, if available, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (iiiii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified TransfereeSPE Entity, (iiiiv) the execution and delivery of all documentation evidencing the loan assumption reasonably requested by Mezzanine Lender, (ivv) the delivery of Opinions of Counsel reasonably requested by Mezzanine Lender, including, without limitation, a Nonnon-Consolidation Opinion 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, (vvi) the delivery of a mezzanine Guaranty of Recourse Obligations and Environmental Indemnity in substantially the form of the Recourse Guaranty and Environmental Indemnity, respectively, from an entity acceptable to Lender in its sole and absolute discretion (and if such entity is acceptable to Lender, Lender shall release the Guarantor from its obligations under the Loan Documents except for any obligations which first arose prior to the applicable transfer); (vii) the delivery of an 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 (or a letter from the Title Company confirming such matters in form acceptable to Lender in its sole but reasonable discretion), (viii) other than in connection with the first assumption of the Loan, the payment of an assumption fee equal to one percent (1%) of the Principal Amount (the ASSUMPTION FEE), (ix) all costs and expenses related to any assumption are to be paid by Borrower and (vix) the payment of all of Mezzanine Lender’s '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. Provided no Event In connection with any Transfer of Default is then continuingthe Property for which Lender’s consent must be obtained pursuant to the provisions of this Article VIII, Mortgage which consent shall not be unreasonably withheld or delayed, Borrower shall have the one time right to sellrequest Lender’s consent, assignwhich consent shall not be unreasonably withheld or delayed, 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) the assumption of the Properties only if after giving effect to Loan by the proposed transaction (i) purchaser of 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 LenderProperty. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of a Rating Agency Confirmation, (ii) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (iiiii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified TransfereeEntity, (iiiiv) the execution and delivery of all documentation reasonably requested by Mezzanine LenderLender including a replacement guaranty of recourse obligations and environmental indemnity agreement, from an entity or entities satisfactory to Lender and the Rating Agencies, the form and substance of each shall be the same in all material respects as the Recourse Guaranty and Environmental Indemnity delivered as of the Closing Date (in which event Sponsor and Borrower shall be released from all liability under the Recourse Guaranty and Environmental Indemnity arising on or after such assumption), (ivv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Nonconsolidation 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, (vvi) the delivery of a mezzanine an 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 Encumbrances, (vivii) 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, (viii) evidence that the new borrower is of good repute and qualified to own properties of this type, (ix) payment to Lender of an assumption fee equal to 0.10% of the then outstanding Principal Amount of the Loan, and (x) confirmation that the transferee or its Affiliate (a) has not (within the past five (5) years) defaulted, or is not now in default, beyond any applicable cure period, of its material obligations, under any material written agreement with Lender, any Affiliate of Lender, or, unless approved by the Rating Agencies, any other financial institution or other person providing or arranging financing; (b) has not been convicted in a criminal proceeding for a felony or a crime involving moral turpitude or that is not an organized crime figure or is not reputed (as determined in good faith by Lender) to have substantial business or other affiliations with an organized crime figure; (c) has not at any time filed a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (d) as to which an involuntary petition (which was not subsequently dismissed within one hundred twenty (120) days), has not at any time been filed under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (e) has not at any time filed an answer consenting to or acquiescing in any involuntary petition filed against it by any other person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (f) has not at any time consented to or acquiesced in or joined in an application for the appointment of a custodian, receiver, trustee or examiner for itself or any of its property; (g) has not at any time made an assignment for the benefit of creditors, or has at any time admitted its insolvency or inability to pay its debts as they become due; or (h) has not been found by a court of competent jurisdiction or other governmental authority in a comparable proceeding to have violated any federal or state securities laws or regulations promulgated thereunder.