(EXCEPT IN SUCH CASES WHERE A PROVISION
ENTITLING ANOTHER PARTY TO HOLD AND DISBURSE SUCH PROCEEDS WOULD NOT BE VIEWED
AS COMMERCIALLY UNREASONABLE BY A PRUDENT COMMERCIAL MORTGAGE LENDER FOR CONDUIT
PROGRAMS), OR TO THE PAYMENT OR DEFEASANCE OF THE OUTSTANDING PRINCIPAL BALANCE
OF THE MEZZANINE LOAN TOGETHER WITH ANY ACCRUED INTEREST THEREON;
(I)
SUCH GROUND LEASE DOES NOT IMPOSE ANY RESTRICTIONS ON SUBLETTING
WHICH WOULD BE VIEWED AS COMMERCIALLY UNREASONABLE BY PRUDENT COMMERCIAL
MORTGAGE LENDERS IN THE LENDING AREA WHERE THE PROPERTY IS LOCATED AND SUCH
GROUND LEASE CONTAINS A COVENANT THAT THE GROUND LESSOR IS NOT PERMITTED, IN THE
ABSENCE OF AN UNCURED DEFAULT, TO DISTURB THE POSSESSION, INTEREST OR QUIET
ENJOYMENT OF THE LESSEE THEREUNDER FOR ANY REASON OR IN ANY MANNER WHICH WOULD
MATERIALLY ADVERSELY AFFECT THE SECURITY PROVIDED BY THE RELATED MORTGAGE; AND
(J)
SUCH GROUND LEASE PROVIDES, OR THE LESSOR HAS OTHERWISE AGREED,
THAT SUCH GROUND LEASE MAY NOT BE AMENDED OR MODIFIED OR ANY SUCH AMENDMENT OR
MODIFICATION WILL NOT BE EFFECTIVE AGAINST THE MORTGAGEE WITHOUT THE PRIOR
WRITTEN CONSENT OF THE MORTGAGEE UNDER SUCH MEZZANINE LOAN AND ANY SUCH ACTION
WITHOUT SUCH CONSENT IS NOT BINDING ON SUCH MORTGAGEE, ITS SUCCESSORS AND
ASSIGNS, PROVIDED SUCH MORTGAGEE HAS PROVIDED THE GROUND LESSOR WITH NOTICE OF
ITS LIEN IN ACCORDANCE WITH THE TERMS OF THE GROUND LEASE.
(31)
ESCROW DEPOSITS.
ALL ESCROW DEPOSITS AND PAYMENTS (INCLUDING
CAPITAL IMPROVEMENTS, ENVIRONMENTAL REMEDIATION RESERVES AND OTHER RESERVE
DEPOSITS, IF ANY) RELATING TO EACH MORTGAGE LOAN AND RELATED MEZZANINE LOAN THAT
ARE, AS OF THE PURCHASE DATE REQUIRED TO BE DEPOSITED OR PAID TO THE LENDER
UNDER THE TERMS OF THE RELATED MORTGAGE LOAN DOCUMENTS HAVE BEEN SO DEPOSITED OR
PAID AND, TO THE EXTENT OF ANY REMAINING BALANCES OF SUCH ESCROW DEPOSITS, ARE
IN THE POSSESSION OR UNDER THE CONTROL OF MORTGAGEE OR ITS AGENTS (WHICH SHALL
INCLUDE THE APPLICABLE SERVICER OF THE MORTGAGE LOAN).
ANY AND ALL MATERIAL
REQUIREMENTS UNDER EACH MORTGAGE LOAN AS TO COMPLETION OF ANY MATERIAL
IMPROVEMENTS AND AS TO DISBURSEMENT OF ANY FUNDS ESCROWED FOR SUCH PURPOSE,
WHICH REQUIREMENTS WERE TO HAVE BEEN COMPLIED WITH ON OR BEFORE THE PURCHASE
DATE, HAVE BEEN COMPLIED WITH IN ALL MATERIAL RESPECTS OR, IF AND TO THE EXTENT
NOT SO COMPLIED WITH, THE ESCROWED FUNDS (OR AN ALLOCABLE PORTION THEREOF) HAVE
NOT BEEN RELEASED EXCEPT IN ACCORDANCE WITH THE TERMS OF THE RELATED LOAN
DOCUMENTS.
VII-7
(32)
NO MECHANICS' LIENS.
AS OF THE DATE OF THE MORTGAGE, EACH PROPERTY
IS FREE AND CLEAR OF ANY AND ALL MECHANICS' AND MATERIALMEN'S LIENS THAT ARE
PRIOR OR EQUAL TO THE LIEN OF THE RELATED MORTGAGE, AND NO RIGHTS ARE
OUTSTANDING THAT UNDER LAW COULD GIVE RISE TO ANY SUCH LIEN THAT WOULD BE PRIOR
OR EQUAL TO THE LIEN OF THE RELATED MORTGAGE EXCEPT, IN EACH CASE, FOR LIENS
INSURED AGAINST BY THE TITLE POLICY REFERRED TO HEREIN OR OTHERWISE BONDED.
(33)
RELEASES OF PROPERTY.
EXCEPT AS DESCRIBED IN THE NEXT SENTENCE, NO
MORTGAGE NOTE OR