Existing Mortgage Loan. Buyer will provide such information to Lender as is required by the Loan Documents to permit the transaction contemplated hereby to close without the consent of Lender and will request the release by Lender of Seller and its affiliates from all liability under the Loan Documents, in form and substance acceptable to Seller in its sole discretion, but such release will not be a condition to Closing. In the event that Lender does not execute a release in form and substance acceptable to Seller, Buyer, jointly and severally, shall, and hereby does, indemnify and hold Seller and its affiliates harmless from and against all liabilities under the Loan Documents arising from and after Closing. This indemnity shall survive Closing.
Existing Mortgage Loan. It is expressly understood and agreed between Landlord and Tenant that this Lease is and shall be subject and subordinate to the terms of that certain loan in the original principal amount of $98,660,000.00 (the “Existing Mortgage Loan”) originally made by Greenwich Capital Financial Products, Inc. (hereinafter, together with any successor in interest under the Existing Mortgage Loan being hereinafter referred to as “Existing Lender”) to certain Affiliates of Tenant, as prior owners of the Leased Property, as such terms are set forth in that certain Loan Agreement between said Affiliates of Tenant and Existing Lender dated December 3, 2004 (the “Existing Loan Agreement”) and in the other documents and instruments which evidence, secure, and relate to such Loan (the “Existing Loan Documents”). Tenant and Landlord each hereby acknowledge receipt of copies of the Existing Loan Agreement and the other Existing Loan Documents, and represent that they are familiar with the terms, covenants, and conditions thereof. Tenant further hereby covenants and agrees as follows:
(a) No right, power, or privilege granted to Tenant under this Lease may be exercised or enjoyed by Tenant if and to the extent that such exercise, enjoyment, or operation would violate or be in conflict with any term, covenant, or condition of the Existing Mortgage Loan applicable to Landlord. Tenant covenants and agrees that it will not, to the extent within the control of Tenant, violate or breach or take any action which would cause a violation or breach of any of the terms, covenants, or conditions of the Existing Mortgage Loan.
(b) During the term of this Lease, Tenant shall, to the extent within the control of Tenant, comply and cause the Properties which are subject to the Existing Mortgage Loan to comply with the terms and requirements of Sections 5.5(A), 5.11, 5.12, and 5.13 of the Existing Loan Agreement and, to the extent not provided in the financial reports described in Section 14.2 hereof, shall provide to Landlord the financial statements and other information required by Section 5.1(A)(iv), (v), (vi), and (vii) of the Existing Loan Agreement with respect to the operation of the Leased Property.
(c) Tenant shall notify Landlord and Existing Lender promptly upon the occurrence of any events of the type described in Section 5.1(D)(ii) or (F) of the Existing Loan Agreement.
(d) Tenant shall maintain or cause to be maintained insurance in accordance with the requirements of Section 5.4 ...
Existing Mortgage Loan. The Contributed Property is to be conveyed without release of, and subject to, the Existing Mortgage Loan in accordance with the following:
Existing Mortgage Loan. The Property is to be conveyed without release of, and subject to, the Existing Mortgage Loan in accordance with the following:
Existing Mortgage Loan. The Consideration payable by Buyer to Seller hereunder shall be reduced by an amount equal to the aggregate amount of all indebtedness, liabilities and other obligations assumed or taken subject to by Buyer with respect to the Existing Mortgage Loan as of the Closing Date, including without limitation the principal amount thereof and all interest, fees, penalties, costs and expenses accrued as of the Closing Date in connection therewith, but specifically excluding prepayment and assumption fees, penalties and similar amounts due or to become due with respect to such Existing Mortgage Loan solely by reason of the assumption thereof or the taking subject thereto, and, if Buyer chooses, the refinancing thereof, on or after the Closing Date.
Existing Mortgage Loan. Sellers agree that during the period between the Effective Date and the Closing Date, Sellers shall, and shall cause the Company to: (a) perform all obligations of Sellers, if any, and of the Company required to be performed under the Mortgage Loan Documents; and (b) promptly advise Purchaser of any written notice of default received by any Seller or the Company under any of the Mortgage Loan Documents.
Existing Mortgage Loan. [if applicable]
(i) Seller has delivered to Purchaser a true, correct and complete copies of the documents evidencing and securing the Existing Mortgage Loan (the “Existing Mortgage Loan Documents”).
(ii) The Existing Mortgage Loan Documents are in full force and effect, and have not been amended or modified by any writing or otherwise except as set forth on Exhibit A-4 hereto.
(iii) The agreements listed on Exhibit A-4 constitute all of the documents that comprise the Existing Mortgage Loan Documents.
(iv) All amounts payable by Owners under the Existing Mortgage Loan Documents have been paid to the extent that they are payable prior to the date hereof.
(v) As of the date of this Agreement, the unpaid principal balance of the Existing Mortgage Loan is $ .
(vi) Neither Seller nor Owner has received or delivered any written notices of default under the Existing Mortgage Loan Documents, and to Seller’s knowledge there has been no event which, but for the passing of time and the giving of notice, would constitute a default under the Existing Mortgage Loan Documents.
(vii) With respect to the Existing Mortgage Loan, no consent of any party, including the lenders under the Existing Mortgage Loan, is required in connection with the consummation of the transactions contemplated by this Agreement.
Existing Mortgage Loan. Purchaser represents and warrants to Seller that the Purchaser’s acquisition of the Membership Interest at Closing will not constitute a breach of the provisions of Section [ ] of that certain [Mortgage] (the “Mortgage”), or cause a breach of any representation of Owners set forth in Section [ ] of the Mortgage.] [if applicable]
Existing Mortgage Loan. 54 ARTICLE 16
Existing Mortgage Loan. Attached hereto as Schedule 4.17, is a list of all of the material loan documents related to the Existing Mortgage Loan, including all amendments and modifications thereto (the “Existing Loan Documents”). Transferor has delivered to Transferee copies of the Existing Loan Documents which are true and complete in all material respects. To Transferor’s Actual Knowledge, the outstanding principal balance of the Existing Mortgage Loan as of June 30, 2007 is set forth on Schedule 4.17 attached hereto. Neither Property Owner nor Transferor has received any written notice of default under the Existing Mortgage Loan. The only guarantees or letters of credit contemplated by the Existing Loan Documents that are currently applicable to the Property and which will be binding on Transferee and/or CBL REIT after Closing are the Assumed Guarantees. Property Owner is not currently required to make any cash escrow deposits under the Existing Loan Documents.
