Total Assumption Clause Samples

Total Assumption. Notwithstanding the foregoing provisions of this Article 6, at any time other than the sixty (60) days prior to and following any Secondary Market Transaction, Lender shall not unreasonably withhold, condition or delay consent to a one-time transfer of the Property in its entirety to, and the related assumptions of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (i) no Event of Default has occurred; (ii) Borrower shall have (A) delivered written notice to Lender of the terms of such prospective transfer not less than forty-five (45) days before the date on which such transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transferee as Lender shall reasonably require and (B) paid to Lender a non-refundable processing fee in the amount of $5,000. Lender shall have the right to approve or disapprove the proposed transfer based on its then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld (it being acknowledged that Lender may withhold its consent to a Transfer contemplated by this Section 6.4 (and shall not be deemed to be acting unreasonably) in the event that the proposed Transferee or any Constituent Owner of the proposed Transferee that (together with its affiliates) Controls and/or owns more than a 49% direct and/or indirect interest in the Transferee shall: (i) hold a tenancy-in-common interest in the Property after giving effect to the applicable Transfer, (ii) be a statutory trust that is subject to limitations on its behavior pursuant to applicable Legal Requirements related to the tax code and/or (iii) be a “crowdfunded entity” that is funded primarily (A) in reliance upon Regulation Crowdfunding promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended and/or (B) though internet-mediated registries, platforms or similar portals, mail-order subscriptions, benefit events and/or other similar methods). In determining whether to give or withhold its approval of the proposed transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Property, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’...