IS REQUIRED TO MAKE RENTAL PAYMENTS AS DIRECTED
BY THE LESSOR AND ITS SUCCESSORS AND ASSIGNS; AND
(10)
EXCEPT IN CERTAIN CASES WHERE THE RELATED TENANT MAY EXERCISE A
RIGHT TO PURCHASE THE MORTGAGED PROPERTY UPON BEING NOTIFIED OF AN INTENDED SALE
OF THE RELATED MORTGAGED PROPERTY (TO THE EXTENT THAT AN ASSIGNMENT OF THE
RELATED LEASE WOULD OCCUR CONCURRENTLY WITH SUCH A SALE OF THE RELATED MORTGAGED
PROPERTY), THE RELATED LEASE IS FREELY ASSIGNABLE BY THE RELATED BORROWER AND
ITS SUCCESSORS AND ASSIGNS TO ANY PERSON WITHOUT THE CONSENT OF THE TENANT, AND
IN THE EVENT THE RELATED BORROWER'S INTEREST IS SO ASSIGNED, THE TENANT IS
OBLIGATED TO RECOGNIZE THE ASSIGNEE AS LESSOR UNDER SUCH RELATED LEASE, WHETHER
UNDER THE RELATED LEASE OR BY OPERATION OF LAW.
11
(BBB)
IN CONNECTION WITH LEASES WITH A GUARANTY:
(1)
SUCH GUARANTY, ON ITS FACE, IS UNCONDITIONAL, IRREVOCABLE AND
ABSOLUTE, AND IS A GUARANTY OF PAYMENT AND NOT MERELY OF COLLECTION AND CONTAINS
NO CONDITIONS TO SUCH PAYMENT, OTHER THAN A NOTICE AND RIGHT TO CURE; AND THE
GUARANTY PROVIDES THAT IT IS THE GUARANTY OF BOTH THE PERFORMANCE AND PAYMENT OF
THE FINANCIAL OBLIGATIONS OF THE RELATED TENANT UNDER THE RELATED LEASE AND DOES
NOT PROVIDE FOR OFFSET, COUNTERCLAIM OR DEFENSE; AND
(2)
SUCH GUARANTY IS BINDING ON THE SUCCESSORS AND ASSIGNS OF THE
GUARANTOR AND INURES TO THE BENEFIT OF THE LESSOR'S SUCCESSORS AND ASSIGNS AND
CANNOT BE RELEASED OR AMENDED WITHOUT THE LESSOR'S CONSENT OR UNLESS A
PREDETERMINED PERFORMANCE THRESHOLD IS ACHIEVED.
(CCC)
NO FRAUDULENT ACTS WERE COMMITTED BY SELLER OR THE RELATED BORROWER
DURING THE ORIGINATION PROCESS WITH RESPECT TO THE LEASE RELATED TO SUCH LOAN.
(DDD)
THE ORIGINATION, SERVICING AND COLLECTION OF MONTHLY LEASE PAYMENTS
ON THE RELATED LEASE IS IN ALL RESPECTS LEGAL, PROPER AND PRUDENT AND IN
ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS.
(EEE)
TO THE EXTENT REQUIRED UNDER APPLICABLE LAW, SELLER AND THE RELATED
BORROWER ARE AUTHORIZED TO TRANSACT AND DO BUSINESS IN THE JURISDICTION IN WHICH
THE RELATED MORTGAGED PROPERTY WITH RESPECT TO SUCH LOAN IS LOCATED, EXCEPT
WHERE SUCH FAILURE TO QUALIFY WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT ON
THE ENFORCEABILITY OF THE RELATED LEASE.
(FFF)
THE CUSTODIAN'S LOAN FILE CONTAINS A SURVEY WITH RESPECT TO THE
RELATED MORTGAGED PROPERTY WITH RESPECT TO SUCH LOAN, WHICH SURVEY WAS DEEMED
SUFFICIENT TO DELETE THE STANDARD TITLE SURVEY EXCEPTION (TO THE EXTENT THE
DELETION OF SUCH EXCEPTION IS AVAILABLE IN THE RELATED STATE).
(GGG)
THE SELLER DID NOT INTENTIONALLY SELECT SUCH LOAN, WHETHER
INDIVIDUALLY OR TOGETHER WITH OTHER LOANS, IN A MANNER ADVERSE TO THE APPLICABLE
BUYER OR IN A MANNER THAT RESULTS IN SUCH BUYER RECEIVING LOANS THAT ARE OF
LESSER QUALITY THAN LOANS PLEDGED TO OTHER LENDERS PURSUANT TO ANY OTHER
FACILITY TO WHICH SELLER OR ANY OF ITS AFFILIATES ARE A PARTY.
(HHH)
IF THE RELATED MORTGAGED PROPERTY WITH RESPECT TO SUCH LOAN IS THE
SUBJECT OF A MASTER LEASE ALL OTHER PROPERTIES SUBJECT TO SUCH MASTER LEASE ARE