Mortgage Debt Clause Samples

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. Seller shall not be in default under the terms of the Mortgage Debt, provided Seller shall have twenty (20) days to cure any default, notice of which Seller first receives within ten (10) days of the date of the Closing, and the Closing Date shall be extended to permit Seller to so cure such a default.

Mortgage Debt. Indebtedness of the Partnership or a Subsidiary of the Partnership to an Institutional Lender that is secured by a Mortgage of any of the Commercial Properties. CNL VILLAGE RETAIL PARTNERSHIP, LP 23

Mortgage Debt. (a) Subject to Section 23, the Company and ▇▇▇▇▇▇▇ agree to use all commercially reasonable efforts to refinance the Existing Mortgage Debt on terms and conditions acceptable to both the Company and ▇▇▇▇▇▇▇ in their sole discretion (the "Replacement Loan"). Contributor and ▇▇▇▇▇▇▇, jointly and severally, shall be responsible and pay for any and all accrued and unpaid interest, prepayment penalties, expenses, late charges, legal fees, protective advances and all other costs and fees which are attributable to the Existing Mortgage Debt, due to the holder of the Existing Mortgage Debt other than the outstanding principal amount thereof (the "Existing Principal Amount"). The Replacement Loan shall be subject to the provisions of Section 23. (b) In the event that the amount of the initial advance under the Replacement Loan that is used to satisfy the Mortgage Debt, which shall not be less than $35,000,000.00, is less than the Existing Principal Amount, then (i) the difference between the Existing Principal Amount and $40,000,000.00 shall be shared equally by the Company and ▇▇▇▇▇▇▇, and (ii) the difference between the amount of the initial advance under the Replacement Loan that is used to satisfy the Mortgage Debt and $40,000,000.00 shall be advanced by the Company. The Company shall thereafter be entitled to a preferred return of 9.5% on the amount so advanced under clause (ii) of this Section 13.1(b), as more particularly set forth in the Amended Partnership Agreement.

Mortgage Debt. Kensington-North Dakota 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, Kensington-North Dakota 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 Kensington-North Dakota with respect to such financing, except as otherwise expressly provided in this Agreement.

Mortgage Debt. 2 2.3 Deposit . . . . . . . . . . . . . . . . . . . . .2 2.4

Mortgage Debt. Prior to the Closing, the Contributors will keep all debt service payments and other payments owed in connection with the Mortgage Debt current and will not permit or suffer to exist any monetary or material nonmonetary default under any document evidencing, governing or securing any Mortgage Debt. Any and all debts secured by any Property other than the Mortgage Debt and any and all other liens or judgments filed against the Property (except for the respective Permitted Exceptions shall be satisfied and released of record by the Contributors at or prior to Closing.

Mortgage Debt. The party of the second part within five days upon request in person or within ten days upon request by mail will furnish a written statement duly acknowledged of the amount due on said mortgage and whether any offsets or defenses exist against the mortgage debt.