arraigned, or custodially detained on charges
involving money laundering or predicate crimes to money laundering, Borrower
shall immediately notify Lender.
It shall be an Event of Default hereunder if
Borrower, Borrower Principal, Affiliated Lessee or any other party to any Loan
Document becomes listed on any list promulgated under the Patriot Act or is
indicted, arraigned or custodially detained on charges involving money
laundering or predicate crimes to money laundering.
Section 4.41.
FRANCHISE AGREEMENTS.
Borrower and Affiliated Lessee hereby represent that to their respective
knowledge, each Franchise Agreement is in full force and effect, there is no
default thereunder by any party thereto and no event has occurred that, with the
passage of time and/or the giving of notice would constitute a default
thereunder, and no fees under any Franchise Agreement are accrued and unpaid.
Section 4.42.
GROUND LEASE REPRESENTATIONS
Except as specifically provided below, Borrower hereby represents and warrants
to Lender with respect to each Ground Lease and/or the estoppel letter delivered
to Lender by the applicable ground lessor all of the following:
(A)
THE GROUND LEASE IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN
MODIFIED OR AMENDED IN ANY MANNER WHATSOEVER (WITH THE EXCEPTION OF WRITTEN
INSTRUMENTS WHICH HAVE BEEN RECORDED OR OTHERWISE DISCLOSED TO LENDER IN
WRITING);
(B)
THERE ARE NO DEFAULTS UNDER THE GROUND LEASE BY BORROWER, OR, TO
THE BEST OF BORROWER'S KNOWLEDGE, GROUND LESSOR THEREUNDER, AND, TO THE BEST OF
BORROWER'S KNOWLEDGE, NO EVENT HAS OCCURRED WHICH BUT FOR THE PASSAGE OF TIME,
OR NOTICE, OR BOTH WOULD CONSTITUTE A DEFAULT UNDER THE GROUND LEASE;
(C)
ALL RENTS, ADDITIONAL RENTS AND OTHER SUMS DUE AND PAYABLE UNDER
THE GROUND LEASE HAVE BEEN PAID IN FULL;
(D)
NEITHER BORROWER NOR THE GROUND LESSOR UNDER THE GROUND LEASE HAS
COMMENCED ANY ACTION OR GIVEN OR RECEIVED ANY NOTICE FOR THE PURPOSE OF
TERMINATING THE GROUND LEASE;
(E)
THE GROUND LEASE OR A MEMORANDUM THEREOF HAS BEEN DULY RECORDED.
THE GROUND LEASE PERMITS THE INTEREST OF BORROWER TO BE ENCUMBERED BY A
MORTGAGE.
THE GROUND LEASE MAY NOT BE CANCELED, TERMINATED, SURRENDERED OR
AMENDED WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER;
(F)
EXCEPT FOR THE PERMITTED ENCUMBRANCES, BORROWER'S INTEREST IN THE
GROUND LEASE IS NOT SUBJECT TO ANY LIENS OR ENCUMBRANCES SUPERIOR TO, OR OF
EQUAL PRIORITY WITH, THE RELATED SECURITY INSTRUMENT OTHER THAN THE GROUND
LESSOR'S RELATED FEE INTEREST;
53
(G)
BORROWER'S INTEREST IN THE GROUND LEASE IS ASSIGNABLE TO LENDER
UPON NOTICE TO, BUT WITHOUT THE CONSENT OF, THE GROUND LESSOR THEREUNDER (OR, IF
ANY SUCH CONSENT IS REQUIRED, IT HAS BEEN OBTAINED PRIOR TO THE DATE HEREOF).
THE GROUND LEASE IS FURTHER ASSIGNABLE BY LENDER, AND ITS SUCCESSORS AND
ASSIGNS, WITHOUT THE CONSENT OF THE GROUND LESSOR OR, WHERE SUCH CONSENT IS
REQUIRED, IT CANNOT BE UNREASONABLY WITHHELD BY THE GROUND LESSOR;
(H)
THE WILMINGTON GROUND LEASE REQUIRES THE GROUND LESSOR TO GIVE
NOTICE OF ANY DEFAULT BY BORROWER TO LENDER.
THE WILMINGTON GROUND LEASE
FURTHER PROVIDES THAT NOTICE OF TERMINATION