MAINTAIN SUCH INSURANCE AT THE MORTGAGOR'S COST AND EXPENSE AND TO
SEEK REIMBURSEMENT THEREFOR FROM SUCH MORTGAGOR.
EACH MORTGAGE PROVIDES THAT
CASUALTY INSURANCE PROCEEDS WILL BE APPLIED EITHER TO THE RESTORATION OR REPAIR
OF THE RELATED PROPERTY OR TO THE REDUCTION OR DEFEASANCE OF THE PRINCIPAL
AMOUNT OF THE MEZZANINE LOAN.
(28)
TAXES AND ASSESSMENTS.
THERE ARE NO DELINQUENT OR UNPAID TAXES OR
ASSESSMENTS (INCLUDING ASSESSMENTS PAYABLE IN FUTURE INSTALLMENTS), OR OTHER
OUTSTANDING CHARGES AFFECTING ANY PROPERTY WHICH ARE OR MAY BECOME A LIEN OF
PRIORITY EQUAL TO OR HIGHER THAN THE LIEN OF THE RELATED MORTGAGE.
FOR PURPOSES
OF THIS REPRESENTATION AND WARRANTY, REAL PROPERTY TAXES AND ASSESSMENTS SHALL
NOT BE CONSIDERED UNPAID UNTIL THE DATE ON WHICH INTEREST AND/OR PENALTIES WOULD
BE FIRST PAYABLE THEREON.
(29)
MORTGAGOR BANKRUPTCY.
NO MORTGAGOR, PLEDGOR, NON-RECOURSE
CARVE-OUT GUARANTOR OR TENANT PHYSICALLY OCCUPYING 25% OR MORE (BY SQUARE FEET)
OF THE NET RENTABLE AREA OF A PROPERTY IS A DEBTOR IN ANY STATE OR FEDERAL
BANKRUPTCY OR INSOLVENCY PROCEEDING.
(30)
LEASEHOLD ESTATE.
EACH PROPERTY CONSISTS OF THE RELATED
MORTGAGOR'S FEE SIMPLE ESTATE IN REAL ESTATE OR, IF THE RELATED MEZZANINE LOAN
IS SECURED IN WHOLE OR IN PART BY THE INTEREST
VII-5
OF A MORTGAGOR AS A LESSEE UNDER A GROUND LEASE OF A PROPERTY (A "GROUND
LEASE"), BY THE RELATED MORTGAGOR'S INTEREST IN THE GROUND LEASE BUT NOT BY THE
RELATED FEE INTEREST IN SUCH PROPERTY (THE "FEE INTEREST").
WITH RESPECT TO ANY
MEZZANINE LOAN SECURED BY A GROUND LEASE BUT NOT BY THE RELATED FEE INTEREST:
(A)
SUCH GROUND LEASE OR A MEMORANDUM THEREOF HAS BEEN DULY RECORDED;
SUCH GROUND LEASE (OR THE RELATED ESTOPPEL LETTER OR LENDER PROTECTION AGREEMENT
BETWEEN SELLER AND RELATED LESSOR) PERMITS THE CURRENT USE OF THE PROPERTY AND
PERMITS THE INTEREST OF THE LESSEE THEREUNDER TO BE ENCUMBERED BY THE RELATED
MORTGAGE AND DOES NOT RESTRICT THE USE OF THE RELATED PROPERTY BY SUCH LESSEE,
ITS SUCCESSORS OR ASSIGNS IN A MANNER THAT WOULD ADVERSELY EFFECT THE SECURITY
PROVIDED BY THE RELATED MORTGAGE BY LIMITING IN ANY WAY ITS CURRENT USE; AND
THERE HAS BEEN NO MATERIAL CHANGE IN THE TERMS OF SUCH GROUND LEASE SINCE THE
ORIGINATION OF THE RELATED MEZZANINE LOAN, WITH THE EXCEPTION OF MATERIAL
CHANGES REFLECTED IN WRITTEN INSTRUMENTS THAT ARE A PART OF THE RELATED MORTGAGE
FILE;
(B)
THE LESSEE'S INTEREST IN SUCH GROUND LEASE IS NOT SUBJECT TO ANY
LIENS OR ENCUMBRANCES SUPERIOR TO, OR OF EQUAL PRIORITY WITH, THE RELATED
MORTGAGE, OTHER THAN THE RELATED FEE INTEREST AND PERMITTED ENCUMBRANCES;
(C)
THE MORTGAGOR'S INTEREST IN SUCH GROUND LEASE IS ASSIGNABLE TO
BUYER AND IS FURTHER ASSIGNABLE BY BUYER, ITS SUCCESSORS AND ASSIGNS UPON NOTICE
TO, BUT WITHOUT THE CONSENT OF, THE LESSOR THEREUNDER (OR, IF SUCH CONSENT IS
REQUIRED, IT HAS BEEN OBTAINED PRIOR TO THE PURCHASE DATE) AND, IN THE EVENT
THAT IT IS SO ASSIGNED, IS FURTHER ASSIGNABLE BY BUYER AND ITS SUCCESSORS AND
ASSIGNS UPON NOTICE TO, BUT WITHOUT THE NEED TO OBTAIN THE CONSENT