Property Indebtedness means so called “mezzanine indebtedness” incurred by a Subsidiary of MAC (in such capacity, a “Mezzanine Borrower”), other than a Borrower Party, where (i) the Mezzanine Borrower’s only material asset is the Capital Stock it owns in a Subsidiary of MAC that owns a Retail/Other Property encumbered by a mortgage Lien, (ii) such Indebtedness is non-recourse to MAC and its Subsidiaries (other than the Subsidiary of MAC that owns such Retail/Other Property and customary carveouts for bankruptcy and other so called “bad acts”) and (iii) the only material collateral for such Indebtedness is a pledge of the Capital Stock described in clause (i) of this definition.
Property Indebtedness means, either or both, as the case may be, (a) the unpaid mortgage debt secured by the Project and (b) the unpaid mezzanine debt secured by a collateral assignment of indirect ownership interests in the Project.
Property Indebtedness means, collectively, the Existing Indebtedness and any New Financing.
Examples of Property Indebtedness in a sentence
Subject to applicable consents required under any Property Indebtedness related to the Property, at Optionee’s request, Optionor shall duly execute, acknowledge and deliver to Optionee a short form memorandum of this Agreement in form and substance reasonably acceptable to Optionee and Optionor (the “Memorandum”).
Optionor shall keep in full force and effect with respect to the Property policies of insurance providing coverage at least as extensive as that maintained on the Effective Date, and in any event in compliance with the terms of the Leases and any documents or instruments evidencing or otherwise securing the Property Indebtedness.
The Court has prepared and makes available to counsel a Property, Indebtedness, and Earnings Disclosure Form as set forth at Appendix 3.
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Further, Optionor shall provide Optionee with notice of any known default under any Property Indebtedness and shall provide copies of any written default notices Optionor may receive from the Lenders thereunder promptly upon receipt of the same.
More Definitions of Property Indebtedness
Property Indebtedness means (A) any outstanding financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof which relate to the Property or the Portion (as applicable) (the “Existing Financings”), and (B) any outstanding financings, or other arrangements entered into by Optionor (or any affiliate of Optionor) after the date hereof which relate to the Property or the Portion (as applicable), including, without limitation, any mezzanine or bridge financing, or amendments or extensions of the Existing Financings (the “New Financings”). Notwithstanding anything to the contrary contained herein, “Property Indebtedness” shall not include any Existing Financings or New Financings to the extent that the aggregate of all Existing Financings and New Financings (plus accrued and unpaid interest and any related prepayment, assumption or other fees, costs and penalties) exceed the Acquisition Consideration. Notwithstanding anything to the contrary contained herein, “Property Indebtedness” for purposes of a transfer of a Portion shall include the outstanding balance (including, without limitation, all applicable prepayment, assumption or other fees, costs and penalties) of all Existing Financings and New Financings which, by their terms or as may otherwise be required by the lenders thereunder, must be assumed, prepaid or repaid upon a transfer of such Portion by Optionor as contemplated by this Agreement. Any financings or other arrangements relating to the Property in excess of the amount of the Acquisition Consideration shall be the responsibility of Optionor and shall be prepaid or repaid at or prior to the Closing Date. Optionor shall provide Kite Realty with notice of any known default under any of the Existing Financings or New Financings and shall provide copies of any written default notices Optionor may receive from the lenders of such financings.
Property Indebtedness means (i) any financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof relating to the Property or the Portion (as applicable) as reflected on Schedule 3.2 attached hereto plus any mezzanine or bridge financing and any other financings reflected on the Preliminary Title Report prepared by Commonwealth Title Insurance Company dated September 25, 2002, Order No. 282527CDK (collectively, the "Existing Financings"), and (ii) any financing or other arrangement entered into by Optionor (or any affiliate of Optionor) after the date hereof which relate to the Property or the Portion (as applicable), including, without limitation, any mezzanine or bridge financing, or amendments or extensions of the Existing Financings (the "New Financings"), but only to the extent the aggregate of all Existing Financings and New Financings (plus any related prepayment, assumption or other fees, costs and penalties) does not exceed the Cost
Property Indebtedness means (A) any financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the Effective Date relating to the Property as reflected on Schedule 3.2(b) attached hereto (collectively, the “Existing Financings”), and (B) any financing or other arrangement entered into by Optionor (or any affiliate of Optionor) after the Effective Date which relates to the Property, including, without limitation, any mezzanine or bridge financing, or amendments or extensions of the Existing Financings (the “New Financings”). Notwithstanding anything to the contrary in this Agreement or the Acquisition Agreement, if the total Property Indebtedness as of Closing (including all Existing Financings and New Financings (plus any related prepayment, assumption or other fees, costs and penalties)) exceeds the Acquisition Consideration, then Optionor shall pay in cash at Closing such excess to the Operating Partnership, or at the direction of the Operating Partnership, directly to the lender(s) under such Property Indebtedness. Optionor shall provide the Operating Partnership with notice of any known default under any of the Existing Financings and New Financings and shall provide copies of any written default notices Optionor may receive from the lenders of such financings.
Property Indebtedness means so called “mezzanine indebtedness” incurred by a Macerich Core Entity (in such capacity, a “Mezzanine Borrower”), other than a Borrower Party, where (i) the Mezzanine Borrower’s only material asset is the Capital Stock it owns in a Macerich Core Entity that owns a Retail/Other Property encumbered by a mortgage Lien, (ii) such Indebtedness is non-recourse to any other Borrower Party and Macerich Core Entity (other than the Macerich Core Entity that owns such Retail/Other Property and customary carveouts for bankruptcy and other so called “bad acts”) and (iii) the only material collateral for such Indebtedness is a pledge of the Capital Stock described in clause (i) of this definition.
Property Indebtedness means (A) any financings or other arrangements entered into by any Property Owner (or any affiliate of the Property Owners) prior to the date hereof relating to the Property as reflected on Schedule 3.2 attached hereto plus any mezzanine or bridge financing and any other financings reflected on the Preliminary Title Report prepared by Commonwealth Title Insurance Company dated August 21, 2002, Order No. 1204908-27 (collectively, the "Existing Financings"), and (B) any financing or other arrangement entered into by any Property Owner (or any affiliate of any Property Owner) after the date hereof which relate to the Property, including, without limitation, any mezzanine or bridge financing, or amendments or extensions of the Existing Financings (the "New Financings"), but only to the extent the aggregate of all Existing Financings and New Financings (plus any related prepayment, assumption or other fees, costs and penalties) does not exceed the Consideration. Any financings or other arrangements relating to the Property in excess of the amount of the Consideration shall be the responsibility of Optionor. Optionor shall provide the Operating Partnership with notice of any known default under any of the Existing Financings and New Financings and shall provide copies of any written default notices any Property Owner may receive from the lenders of such financings.
Property Indebtedness means (A) any financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof relating to the Property as reflected on Schedule 3.2 attached hereto plus any mezzanine or bridge financing and any other financings reflected on the Preliminary Title Report prepared by Commonwealth Title Insurance Company dated August 21, 2002, Order No. 1204866-27 (collectively, the "Existing Financings"), and (B) any financing or other arrangement entered into by Optionor (or any affiliate of Optionor) after the date hereof which relate to the Property, including, without limitation, any mezzanine or bridge financing, or amendments or extensions of the Existing Financings (the "New Financings"), but only to the extent the aggregate of all Existing Financings and New Financings (plus any related prepayment, assumption or other fees, costs and penalties) does not exceed the Acquisition Consideration. Any financings or other arrangements relating to the Property in excess of the amount of the Acquisition Consideration shall be the responsibility of Optionor. Optionor shall provide the Operating Partnership with notice of any known default under any of the Existing Financings and New Financings and shall provide copies of any written default notices Optionor may receive from the lenders of such financings.
Property Indebtedness means Indebtedness the repayment of which is secured by, among other things, a mortgage lien on one or more Properties, including Retained Debt.