Common use of Existing Lien Clause in Contracts

Existing Lien. The Lender shall have consented in writing to (i) the acquisition of the Property by the Partnership or its designee, and (ii) the assumption of the Existing Lien by the Partnership or its designee. The loan assumption documents to be executed at Closing in connection with the assignment of the Existing Lien shall be reasonably acceptable to the Partnership in all respects. There shall be no defaults under the Existing Lien, and no Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale events shall have occurred which with the passage of time or the giving of notice would constitute an event of default under the Existing Lien. The amount of the Existing Lien at Closing shall be a credit to the Contribution Value. The Partnership shall apply for, and diligently prosecute procurement of, the consent (the “Lender Consent”) by the holder of the Existing Lien to the assumption at Closing by the Partnership of the Existing Lien and the concurrent prospective release of Contributor and any existing guarantors of all obligations under the Existing Lien arising from and after the Closing. Contributor shall cooperate at no cost or expense to Contributor in connection with procurement of the Lender Consent except as otherwise provided in Section 7.5 of this Agreement. The Partnership shall keep Contributor regularly apprised of its discussions with the holder. Each of the conditions contained in this Section are intended for the benefit of the Partnership and may be waived in whole or in part, by the Partnership, but only by an instrument in writing signed by the Partnership.

Existing Lien. The Lender shall Existing Lien is in full force and effect and Contributor has received no written notice of any defaults which have consented in writing to (i) the acquisition not been cured thereunder. Contributor has received no written notice that there are any existing events of the Property by the Partnership or its designee, and (ii) the assumption of default under the Existing Lien by the Partnership or its designee. The loan assumption documents and, to be executed at Closing in connection with the assignment of the Existing Lien shall be reasonably acceptable to the Partnership in all respects. There shall be Contributor’s knowledge, no defaults under the Existing Lien, and no Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale events shall have event has occurred which that with the passage of if time or the giving of notice would constitute an event of default under the Existing Lien. The amount of the Existing Lien at Closing shall be a credit to the Contribution Value. The Partnership shall apply for, and diligently prosecute procurement of, the consent (the “Lender Consent”) by the holder of the Existing Lien to the assumption at Closing by the Partnership of the Existing Lien and the concurrent prospective release of Contributor and any existing guarantors of all obligations under the Existing Lien arising from and after the Closing. Contributor shall cooperate at no cost or expense to Contributor in connection with procurement of the Lender Consent except as otherwise provided in Section 7.5 of this Agreement. The Partnership shall keep Contributor regularly apprised of its discussions with the holder. Each of the conditions representations and warranties contained in this Section Article III and its various subparagraphs are intended for the benefit of the Partnership and may be waived in whole or in part, by the Partnership, but only by an instrument in writing signed by the Partnership.. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby, except to the extent that Contributor gives the Partnership written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or the Partnership otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and the Partnership nevertheless elects to close this transaction. The Partnership shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale