THE MEANING OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED; (B) A "HOLDING COMPANY" OR A
"SUBSIDIARY COMPANY" OF A "HOLDING COMPANY" OR AN "AFFILIATE" OF EITHER A
"HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" WITHIN THE MEANING OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED; OR (C) SUBJECT TO ANY OTHER
FEDERAL OR STATE LAW OR REGULATION WHICH PURPORTS TO RESTRICT OR REGULATE ITS
ABILITY TO BORROW MONEY.
4.1.35
EMBARGOED PERSON.
AS OF THE CLOSING DATE, (A) NONE OF THE FUNDS OR
OTHER ASSETS OF BORROWER CONSTITUTE PROPERTY OF, OR ARE BENEFICIALLY OWNED,
DIRECTLY OR INDIRECTLY, BY ANY EMBARGOED PERSON; (B) NO EMBARGOED PERSON HAS ANY
INTEREST OF ANY NATURE WHATSOEVER IN BORROWER WITH THE RESULT THAT THE
INVESTMENT IN BORROWER (WHETHER DIRECTLY OR INDIRECTLY), IS PROHIBITED BY LAW OR
THE LOAN IS IN VIOLATION OF LAW; AND (C) NONE OF THE FUNDS OF BORROWER HAVE BEEN
DERIVED FROM ANY UNLAWFUL ACTIVITY WITH THE RESULT THAT THE INVESTMENT IN
BORROWER (WHETHER DIRECTLY OR INDIRECTLY), IS PROHIBITED BY LAW OR THE LOAN IS
IN VIOLATION OF LAW.
4.1.36
PRINCIPAL PLACE OF BUSINESS; STATE OF ORGANIZATION.
BORROWER'S
PRINCIPAL PLACE OF BUSINESS AS OF THE DATE HEREOF IS THE ADDRESS SET FORTH IN
THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT.
THE BORROWER IS ORGANIZED UNDER
THE LAWS OF THE STATE OF DELAWARE.
4.1.37
LOAN TO VALUE.
THE MAXIMUM PRINCIPAL AMOUNT OF THE LOAN DOES NOT
EXCEED ONE HUNDRED TWENTY-FIVE PERCENT (125%) OF THE FAIR MARKET VALUE OF THE
PROPERTY AS SET FORTH ON THE APPRAISAL OF THE PROPERTY.
42
4.1.38
MORTGAGE TAXES.
AS OF THE DATE HEREOF, BORROWER REPRESENTS THAT IT
HAS PAID OR HAS DEPOSITED WITH THE TITLE COMPANY ISSUING THE TITLE INSURANCE
POLICY FUNDS SUFFICIENT TO PAY ALL STATE, COUNTY AND MUNICIPAL RECORDING AND ALL
OTHER TAXES IMPOSED UPON THE EXECUTION AND RECORDATION OF THE SECURITY
INSTRUMENT.
4.1.39
GROUND LEASE.
BORROWER HEREBY REPRESENTS AND WARRANTS TO LENDER THE
FOLLOWING WITH RESPECT TO THE GROUND LEASE:
(A)
RECORDING; MODIFICATION.
THE GROUND LEASE OR A MEMORANDUM OF THE
GROUND LEASE HAS BEEN DULY RECORDED.
THE GROUND LEASE PERMITS THE INTEREST OF
BORROWER TO BE ENCUMBERED BY A MORTGAGE.
THERE HAVE NOT BEEN AMENDMENTS OR
MODIFICATIONS TO THE TERMS OF THE GROUND LEASE SINCE ITS RECORDATION, WITH THE
EXCEPTION OF WRITTEN INSTRUMENTS WHICH HAVE BEEN RECORDED OR IN RESPECT OF WHICH
A MEMORANDUM HAS BEEN RECORDED.
THE GROUND LEASE MAY NOT BE CANCELED,
TERMINATED, SURRENDERED OR AMENDED WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER.
(B)
NO LIENS.
EXCEPT FOR THE PERMITTED ENCUMBRANCES, BORROWER'S
INTEREST IN THE GROUND LEASE IS NOT SUBJECT TO ANY LIENS OR ENCUMBRANCES
SUPERIOR TO, OR OF EQUAL PRIORITY WITH, THE RELATED SECURITY INSTRUMENT OTHER
THAN THE GROUND LESSOR'S RELATED FEE INTEREST.
(C)
GROUND LEASE ASSIGNABLE.
BORROWER'S INTEREST IN THE GROUND LEASE
IS ASSIGNABLE TO LENDER UPON NOTICE TO, BUT WITHOUT THE CONSENT OF, THE GROUND
LESSOR (OR, IF ANY SUCH CONSENT IS REQUIRED, IT HAS BEEN OBTAINED PRIOR TO THE
CLOSING DATE).
(D)
DEFAULT.
AS OF