Mortgage Debt. The Lender shall have consented to the transfer of the Property subject to the Transferred Debt as contemplated by Section 2.3, or Heritage LP shall have agreed to refinance or pay off such Mortgage Debt.
Mortgage Debt. The REIT, Heritage LP and Transferor acknowledge and agree that the Property is subject to the Mortgage Debt from the lender (the "Lender") as 6 described on Schedule II attached hereto. The Property shall be acquired by Heritage LP subject to the Mortgage Debt, provided that the Lender of such Mortgage Debt shall execute a consent, estoppel letter, transfer agreement, and modification with respect to such Mortgage Debt as shall be acceptable to Heritage LP, acting reasonably; provided, however, the Lender will not be required to amend any of the material legal or business terms of the Mortgage Debt.
Mortgage Debt. Prior to the Closing, the Partnership will keep all debt service payments and other payments owed in connection with its Mortgage Debt current on the Property and will not permit or suffer to exist any default under any Mortgage Instrument. On or before the Closing, if required, the Partnership shall obtain the written consent from the holder of the Mortgage Debt to any deemed assumption of such Mortgage Debt by the Partnership due to a change in its general partner upon the Closing. All costs, fees and charges required to be paid to the holder of the Mortgage Debt or on behalf of such holder in connection with such deemed assumption of the Mortgage Debt shall be paid by the Existing Partners. Any and all debts secured by the Property or other liens or judgments filed against the Property (except for the respective Permitted Encumbrances and the Mortgage Debt) shall be satisfied and released of record by the Existing Partners. Except as provided in this Section 4.8, the Partnership will not amend or in any way modify without the prior written consent of Essex any term of its Mortgage Debt or any documents or instruments executed in connection therewith.
Mortgage Debt. In August 1999, the Company made a prepayment of $19 million to pay down in full the mezzanine mortgage on the Marriott Desert Springs Resort and Spa. In September 1999, the Company made a prepayment of $45 million to pay down in full the mortgage note on the Philadelphia Four Seasons Hotel. In July 1999, the Company entered into a financing agreement pursuant to which it borrowed $665 million due 2009 at a fixed rate of 7.47% with eight hotels serving as collateral. In connection with this refinancing, an extraordinary loss of $3 million was recognized, representing the write-off of deferred financing fees. The proceeds from this financing were used to refinance existing mortgage indebtedness maturing at various times through 2000, including approximately $590 million of outstanding variable rate mortgage debt. In June 1999, the Company refinanced the debt on the San Diego Marriott Hotel and Marina. The mortgage is $195 million with a term of 10 years at a rate of 8.45%. In addition, the Company entered into a mortgage for the Philadelphia Marriott expansion in July 1999 for $23 million at an interest rate of approximately 8.6%, maturing in 2009. In April 1999, a subsidiary of the Company completed the refinancing of the $245 million mortgage on the New York Marriott Marquis, maturing June 2000. In connection with the refinancing, the Company renegotiated the management agreement and recognized an extraordinary gain of $14 million on the forgiveness of accrued incentive management fees by the manager. This mortgage was subsequently refinanced as part of the $665 million financing agreement discussed above. In connection with the refinancing of certain mortgage debt for approximately $152 million in December 1997, the Company recognized an extraordinary loss of $2 million which represents payment of a prepayment penalty and the write-off of unamortized deferred financing fees, net of taxes. In 1997, the Company purchased 100% of the outstanding bonds secured by a first mortgage on the San Francisco Marriott for $219 million, an $11 million discount to the face value of $230 million. An extraordinary HOST MARRIOTT, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) gain of $5 million was recognized, which represents the $11 million discount less the write-off of unamortized deferred financing fees, net of taxes. Interest Rate Swap Agreements. During 1999, the Company terminated its outstanding interest rate swap agreements recogni...
Mortgage Debt. Seller shall make all necessary arrangements to pay the Mortgage Debt in full and release the Assets from all Security Interests in connection therewith at Closing. To the extent reasonably requested by Karrington, Seller shall fully cooperate with any attempts by Karrington to obtain new financing for the Property, provided that such cooperation shall not require any payment of fees or incurrence of out-of-pocket expenses by Seller with respect to such financing, except as otherwise expressly provided in this Agreement. 9.9
Mortgage Debt. From the date of this Agreement until the Closing Date, the Seller Parties shall use commercially reasonable good faith efforts to obtain from the holders of the Mortgage Debt encumbering the Partnership Properties listed on Schedule 5.10 of the Seller Parties Disclosure Schedule a written consent (to the extent required under the applicable Mortgage Debt Documents) to the consummation of the Partnership Interest Purchase without causing a default under or the acceleration of the repayment of or any modification to the terms of such Mortgage Debt (each, a “Mortgage Consent”). Buyer will reasonably cooperate with the Seller Parties in such efforts to obtain the Mortgage Consents, which obligation of Buyer may include (if required by the applicable lender), without limitation, (A) causing Buyer (or any applicable Buyer Subsidiary) to execute any customary documents reasonably required by such applicable lender in connection therewith, (B) causing a law firm acceptable to each applicable lender to issue any opinion reasonably required by such lender on behalf of the borrower, and (C) causing Buyer or
Mortgage Debt. 14 3.17 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.18 Illegal Activity . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE 4.
Mortgage Debt. There are no mortgages, deeds of trust, or similar liens or encumbrances securing any debt on any of the Partnership Properties other than the liens securing the NHP Notes or as set forth on Exhibit D to this Loan Agreement.
Mortgage Debt. Nine Penn Owner is not the borrower under any mortgage loan secured by the Property. All references in this Agreement or in the Company Disclosure Letter to “Seller’s Knowledge” or words of similar import (whether or not such words may be capitalized), shall refer only to the conscious actual (and not implied or constructive) knowledge of the Seller’s Representative (as defined in the Company Disclosure Letter) and shall not be construed to refer to the knowledge of any other member, officer, director, trustee, shareholder, venturer, consultant, employee, agent, property manager or representative of Seller, its partners or members (including without limitation Seller’s counsel, Property Manager or any broker), or of any affiliate of any of the foregoing, or to impose or have imposed upon the Seller’s Representative any duty to investigate the matters to which such knowledge, or the absence thereof, pertains (except that Seller’s Representative has requested that the individual employee of Property Manager with direct responsibility for managing the Property provide Seller’s Representative with information known to such individual that is salient to the representations given in this Section 9.1 above). There shall be no personal liability on the part of the Seller’s Representative or any employee of Property Manager arising out of any representations or warranties made herein. All references herein to “written notice” having been given to Seller shall include only those notices received by the Seller’s Representative.
Mortgage Debt. In the event Lender consents to the ------------- modification and assumption of the Mortgage Debt, the documents evidencing the assumption of the Mortgage Debt and evidence of the release and discharge of the Sellers, as applicable for all personal liabilities under the Mortgage Debt in accordance with Section 7.5;
