PROPERTY EXCEPT UNDER
AND PURSUANT TO THE RELATED LEASE OR SUCH SUBLEASE; THE RELATED TENANT (OR
SUB-TENANT) IS IN OCCUPANCY OF THE MORTGAGED PROPERTY AND IS PAYING RENT
PURSUANT TO THE LEASE; AND, IN THE CASE OF ANY SUBLEASE, THE TENANT REMAINS
PRIMARILY LIABLE ON THE LEASE;
(2)
THE OBLIGATIONS OF THE RELATED TENANT, INCLUDING, BUT NOT LIMITED
TO, THE OBLIGATION TO PAY FIXED AND ADDITIONAL RENT, ARE NOT AFFECTED BY REASON
OF: ANY DAMAGE TO OR DESTRUCTION OF ANY PORTION OF SUCH RELATED MORTGAGED
PROPERTY; ANY TAKING OF SUCH RELATED MORTGAGED PROPERTY OR ANY PART THEREOF BY
CONDEMNATION OR OTHERWISE; OR ANY PROHIBITION, LIMITATION, INTERRUPTION,
CESSATION, RESTRICTION, PREVENTION OR INTERFERENCE OF THE RELATED TENANT'S USE,
OCCUPANCY OR ENJOYMENT OF THE LEASED PROPERTY, EXCEPT THE RELATED TENANT'S
RIGHTS TO ABATE OR TERMINATE ITS OBLIGATION TO PAY FIXED OR ADDITIONAL RENT
DURING THE LAST 42 MONTHS OF THE LEASE TERM IN THE EVENT OF A CASUALTY, IF
COUPLED WITH THE REQUIREMENT THAT INSURANCE PROCEEDS OR CONDEMNATION AWARDS IN
AN AMOUNT EQUAL TO SUCH FIXED OR ADDITIONAL
10
RENT ARE PAID TO THE RELATED BORROWER; OR THE RIGHT TO ABATE AS A RESULT OF A
LANDLORD'S DEFAULT;
(3)
THE RELATED BORROWER AS LESSOR UNDER THE LEASE DOES NOT HAVE ANY
MONETARY OBLIGATIONS UNDER THE LEASE THAT HAVE NOT BEEN SATISFIED;
(4)
THE RELATED TENANT HAS NOT BEEN RELEASED, IN WHOLE OR IN PART,
FROM ITS OBLIGATIONS UNDER THE TERMS OF THE RELATED LEASE;
(5)
ALL OBLIGATIONS RELATED TO THE INITIAL CONSTRUCTION OF THE
IMPROVEMENTS ON THE MORTGAGED PROPERTY HAVE BEEN SATISFIED AND EXCEPT FOR THE
OBLIGATION TO REBUILD SUCH IMPROVEMENTS AFTER A CASUALTY (WHICH OBLIGATION IS
LIMITED BY AVAILABLE INSURANCE PROCEEDS), SELLER DOES NOT HAVE ANY NONMONETARY
OBLIGATIONS UNDER THE LEASE AND HAS MADE NO REPRESENTATION OR WARRANTY UNDER THE
RELATED LEASE, THE BREACH OF WHICH WOULD RESULT IN THE ABATEMENT OF RENT, A
RIGHT OF SETOFF OR TERMINATION OF THE RELATED LEASE;
(6)
THERE IS NO RIGHT OF RESCISSION, SET-OFF, ABATEMENT (EXCEPT IN THE
CASE OF CASUALTY OR CONDEMNATION), DIMINUTION, DEFENSE OR COUNTERCLAIM TO THE
RELATED LEASE, NOR DOES
THE OPERATION OF ANY OF THE TERMS OF THE RELATED LEASE,
OR THE EXERCISE OF ANY RIGHTS THEREUNDER, RENDER THE RELATED LEASE
UNENFORCEABLE, IN WHOLE OR IN PART, OR SUBJECT TO ANY RIGHT OF RESCISSION,
SET-OFF, ABATEMENT, DIMINUTION, DEFENSE OR COUNTERCLAIM, AND NO SUCH RIGHT HAS
BEEN ASSERTED;
(7)
THE RELATED TENANT HAS AGREED TO INDEMNIFY THE RELATED BORROWER
AND ITS SUCCESSORS AND ASSIGNS FROM ANY CLAIMS OF ANY NATURE RELATING TO THE
RELATED LEASE AND THE RELATED LEASED PROPERTY (INCLUDING, WITHOUT LIMITATION,
ARISING AS A RESULT OF VIOLATIONS OF ENVIRONMENTAL AND HAZARDOUS WASTE LAWS
RESULTING FROM THE TENANT'S OPERATION OF THE PROPERTY) OTHER THAN CLAIMS
RELATING TO THE RELATED BORROWER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
(8)
ANY OBLIGATION OR LIABILITY IMPOSED ON THE RELATED BORROWER BY ANY
EASEMENT OR RECIPROCAL EASEMENT AGREEMENT IS ALSO AN OBLIGATION OR LIABILITY OF
THE RELATED TENANT UNDER THE RELATED LEASE;
(9)
THE RELATED TENANT