Common use of Assignment and Assumption of the Loan Clause in Contracts

Assignment and Assumption of the Loan. Borrower may request Lender’s consent to an assumption of the Loan following the first (1st) anniversary of the First Payment Date, which consent shall be conditioned on (i) an assumption of this Agreement, the Note, the Security Instrument and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.4; (ii) payment of all of fees and expenses incurred in connection with such Transfer including, without limitation, the cost of any third party reports, legal fees and expenses, Rating Agency fees and expenses or required legal opinions; (iii) the payment of a non refundable $5,000 application fee and an assumption fee equal to one-half of one percent (1/2%) of the outstanding principal balance of the Loan; (iv) the delivery of a non consolidation opinion reflecting the proposed transfer satisfactory in form and substance to Lender; (v) the proposed transferee’s continued compliance with the representations and covenants set forth in Section 4.1.1(b) and Section 5.2.10; (vi) the delivery of evidence satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; (vii) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have executed a replacement guaranty reasonably satisfactory to Lender which shall not provide for a cap on any liability for the recourse provisions except to the extent set forth in Section 9.4; (viii) if required by Lender, confirmation in writing from the Rating Agencies to the effect that such transfer will not result in a re qualification, reduction or withdrawal of the then current rating assigned to the Securities or any class thereof in any applicable Securitization; or (ix) such other conditions (including, without limitation, delivery of certificates, opinions, documents and instruments) as Lender shall determine in its reasonable discretion to be in the interest of Lender, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Loan and the Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Assignment and Assumption of the Loan. Borrower may request Lender’s consent to an assumption of the Loan following the first (1st) anniversary of the First first Payment Date, which consent shall be conditioned on (i) an assumption of this Agreement, the Note, the Security Instrument and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.4; (ii) payment of all of fees and expenses incurred in connection with such Transfer including, without limitation, the cost of any third party reports, legal fees and expenses, Rating Agency fees and expenses or required legal opinions; (iii) the payment of a non refundable $5,000 application fee and an assumption fee equal to one-half of one percent (1/2%) of the outstanding principal balance of the Loan; (iv) the delivery of a non consolidation opinion reflecting the proposed transfer satisfactory in form and substance to Lender; (v) the proposed transferee’s continued compliance with the representations and covenants set forth in Section 4.1.1(b) and Section 5.2.10; (vi) the delivery of evidence satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; (vii) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have executed a replacement guaranty reasonably satisfactory to Lender which shall not provide for a cap on any liability for the recourse provisions except to the extent set forth in Section 9.4; (viii) if required by Lender, confirmation in writing from the Rating Agencies to the effect that such transfer will not result in a re qualification, reduction or withdrawal of the then current rating assigned to the Securities or any class thereof in any applicable Securitization; or (ix) such other conditions (including, without limitation, delivery of certificates, opinions, documents and instruments) as Lender shall determine in its reasonable discretion to be in the interest of Lender, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Loan and the Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.