Permitted Property Transfer (Assumption) Clause Samples
Permitted Property Transfer (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 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:
(a) no Default or Event of Default has occurred;
(b) Borrower shall have (i) delivered written notice to Lender of the terms of such prospective transfer not less than sixty (60) 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 (ii) paid to Lender a non-refundable processing fee in the amount of $25,000. 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. 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’s and its principals’ relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Lender determines to be commercially reasonable and, if given, may be given subject to such conditions as Lender may reasonably deem appropriate;
(c) Borrower shall have paid to Lender, concurrently with the closing of such prospective transfer, (i) a non-refundable assumption fee in an amount equal to one percent (1%) of the then outstanding principal balance of the Loan, (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Lender in connection therewith and (iii) all fees, costs and expenses of all third parties and the Rating Agencies incurred in connection therewith;
(d) Transferee assumes and agrees to pay the Debt a...
Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, no transfer of all of the Properties, the Mezzanine A Collateral and the Collateral and assumption of the Loan and the Security Instrument shall occur until the earlier of (I) sixty (60) days after a Securitization of the Loan, Securitization (as defined in the Mezzanine A Loan Agreement) of the Mezzanine A Loan or Securitization (as defined in the Mortgage Loan Agreement) of the Mortgage Loan and (II) one hundred twenty (120) days after the Closing Date. Otherwise, in addition to Borrower’s other rights expressly permitted under this Article 6, (X) a transfer of all of the Properties, all of the Mezzanine A Collateral and the Collateral or (Y) a transfer of more than forty-nine percent (49%) of the direct or indirect legal or beneficial interests in Borrower, Mezzanine A Borrower and Mortgage Borrower, and in each instance provided that the same do not otherwise constitute a Permitted Transfer or are otherwise permitted by Section 6.3 (a “Majority Equity Transfer”) and, in each case, to the extent the Mortgage Loan is simultaneously being assumed by a Successor Property Owner, the related and concurrent assumption of the Mortgage Loan by a Successor Property Owner pursuant to Section 6.4 of the Mortgage Loan Agreement, the Mezzanine A Loan by a Transferee (as defined in the Mezzanine A Loan Agreement) (hereafter, “Mezzanine A Transferee”) pursuant to Section 6.4 of the Mezzanine A Loan Agreement, and the Loan by a Person (a “Transferee”) shall be permitted without Lender’s consent (each, a “Permitted Assumption”) provided that ▇▇▇▇▇▇ receives thirty (30) days’ prior written notice of such Permitted Assumption and no Event of Default has occurred and is continuing at the time the Permitted Assumption is consummated. In connection with any Permitted Assumption pursuant to this Section 6.4, Borrower shall be required to satisfy the following:
(a) Borrower shall pay Lender, Mortgage Lender and Mezzanine A Lender (without duplicating any payment made under the Mortgage Loan Agreement) a fee equal to $250,000.00 at the time such Permitted Assumption is consummated, which amount shall be split pro rata among the Loan, Mortgage Loan and Mezzanine A Loan;
(b) Borrower shall pay any and all reasonable out of pocket costs incurred in connection with such Permitted Assumption (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums an...
Permitted Property Transfer (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 the transfer of all (but not less than all) of the Properties, and the related assumptions of the Loan by, any Person (a “Transferee”) shall be permitted without ▇▇▇▇▇▇’s consent; provided that each of the following terms and conditions are satisfied:
(a) no Default or Event of Default has occurred and is continuing;
(b) Borrower shall have (i) delivered written notice to Lender of the terms of such prospective transfer not less than sixty (60) 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 (ii) paid to Lender a non-refundable processing fee in the amount of $25,000; provided, that, in connection with the closing of the applicable transfer, the $25,000 fee shall be applied as a credit against the $250,000 fee, described in clause (c) below;
Permitted Property Transfer (Assumption)