INSOLVENCY,
REORGANIZATION, RECEIVERSHIP, MORATORIUM OR OTHER LAWS RELATING TO OR AFFECTING
THE RIGHTS OF CREDITORS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW).
(S)
GROUND LEASE.
OTHER THAN THE GROUND LEASE, THE PROPERTY DOES NOT
CONSIST OF A LEASEHOLD ESTATE IN WHOLE OR IN PART. WITH RESPECT TO THE GROUND
LEASE:
(I)
THE GROUND LEASE OR A MEMORANDUM THEREOF, INCLUDING ALL
AMENDMENTS AND MODIFICATIONS THERETO, OR A SEPARATE AGREEMENT SIGNED BY THE
APPLICABLE LESSOR HAS BEEN DULY RECORDED AND BY ITS TERMS PERMITS THE INTEREST
OF THE BORROWER THEREUNDER TO BE ENCUMBERED BY THE APPLICABLE MORTGAGE AND THERE
HAS BEEN NO CHANGE IN THE TERMS OF THE GROUND LEASE SINCE ITS RECORDATION.
(II)
THE GROUND LEASE IS NOT SUBJECT TO ANY LIENS OR ENCUMBRANCES
OTHER THAN THE MORTGAGE, SUBJECT TO THE PERMITTED ENCUMBRANCES, AND THE GROUND
LEASE IS PRIOR TO ALL LIENS, CHARGES AND ENCUMBRANCES ON THE FEE INTEREST OF THE
LESSOR THEREUNDER.
(III)
THE GROUND LEASE IS VALID AND SUBSISTING AND IS IN FULL FORCE AND
EFFECT IN ACCORDANCE WITH ITS TERMS AND NO UNCURED DEFAULT HAS OCCURRED UNDER
THE GROUND LEASE.
(IV)
THE MORTGAGE ENCUMBERING THE GROUND LEASE CONFORMS AND COMPLIES
WITH THE GROUND LEASE, DOES NOT CONSTITUTE A VIOLATION OR DEFAULT UNDER THE
GROUND LEASE, AND IS AND SHALL AT ALL TIMES CONSTITUTE A VALID LIEN (SUBJECT
ONLY TO PERMITTED ENCUMBRANCES) ON THE BORROWER'S ENTIRE ESTATE UNDER THE GROUND
LEASE.
(V)
ALL GROUND RENT DUE AND PAYABLE THROUGH AND INCLUDING THE ADVANCE
CLOSING DATE THEREFOR HAS BEEN PAID.
(VI)
ALL TERMS, CONDITIONS, AND AGREEMENTS CONTAINED IN THE GROUND
LEASE HAVE BEEN PERFORMED TO THE EXTENT THEY APPLY TO PERIODS THROUGH AND
INCLUDING THE ADVANCE CLOSING DATE THEREFOR.
(VII)
THE GROUND LEASE GRANTS ANY LEASEHOLD MORTGAGEE STANDARD
PROTECTIONS NECESSARY TO PROTECT THE SECURITY OF A LEASEHOLD MORTGAGEE
(INCLUDING THE RIGHT OF THE LEASEHOLD MORTGAGEE TO RECEIVE NOTICE OF LESSEE'S
DEFAULT UNDER THE GROUND LEASE, THE RIGHT OF THE LEASEHOLD MORTGAGEE, WITH
ADEQUATE TIME, TO CURE SUCH DEFAULT AND, IN THE CASE OF INCURABLE DEFAULTS OF
LESSEE, THE RIGHT OF THE LEASEHOLD MORTGAGEE TO ENTER INTO A NEW GROUND LEASE
WITH LESSOR ON THE SAME TERMS AS THE EXISTING GROUND LEASE).
(VIII)
THE GROUND LEASE HAS A TERM (INCLUSIVE OF ANY EXERCISED RENEWAL OR
EXTENSION PERIODS) WHICH EXTENDS NOT LESS THAN TWENTY (20) YEARS BEYOND THE
MATURITY DATE.
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(IX)
THE GROUND LEASE REQUIRES THE LESSOR TO ENTER INTO A NEW GROUND
LEASE UPON THE TERMINATION OF THE GROUND LEASE FOR ANY REASON, INCLUDING THE
REJECTION OF A GROUND LEASE IN BANKRUPTCY.
SECTION 4.3.
SURVIVAL OF REPRESENTATIONS.
BORROWER AGREES THAT
(I) ALL OF THE REPRESENTATIONS AND WARRANTIES OF BORROWER SET FORTH IN
SECTION 4.1 AND 4.2 AND IN THE OTHER LOAN DOCUMENTS DELIVERED ON THE CLOSING
DATE ARE MADE AS OF THE CLOSING DATE, AND (II) ALL REPRESENTATIONS AND
WARRANTIES MADE BY BORROWER SHALL SURVIVE THE DELIVERY OF THE NOTE AND MAKING OF
THE