ON ADJOINING PROPERTIES
ENCROACH UPON THE PROPERTY, (III) NO EASEMENTS OR OTHER ENCUMBRANCES UPON THE
PROPERTY ENCROACH UPON ANY OF THE IMPROVEMENTS, SO AS TO MATERIALLY AND
ADVERSELY AFFECT THE VALUE OR MARKETABILITY OF THE PROPERTY AND (IV) ALL OF THE
IMPROVEMENTS COMPLY WITH ALL MATERIAL REQUIREMENTS OF ANY APPLICABLE ZONING AND
SUBDIVISION LAWS AND ORDINANCES.
(P)
MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT IS IN FULL FORCE
AND EFFECT. THERE IS NO DEFAULT, BREACH OR VIOLATION EXISTING THEREUNDER BY
BORROWER OR, TO THE BEST KNOWLEDGE OF BORROWER, ANY OTHER PARTY THERETO AND NO
EVENT (OTHER THAN PAYMENTS DUE BUT NOT YET DELINQUENT) WHICH, WITH THE PASSAGE
OF TIME OR WITH NOTICE AND THE EXPIRATION OF ANY GRACE OR CURE PERIOD, WOULD
CONSTITUTE A DEFAULT, BREACH OR VIOLATION BY BORROWER OR, TO THE BEST KNOWLEDGE
OF BORROWER, ANY OTHER PARTY THEREUNDER OR ENTITLE BORROWER OR, TO THE BEST
KNOWLEDGE OF BORROWER, ANY OTHER PARTY THERETO TO TERMINATE ANY SUCH AGREEMENT.
(Q)
LEASES.
THE PROPERTY IS NOT SUBJECT TO ANY LEASES OTHER THAN THE
LEASES DESCRIBED IN THE RENT ROLL OR THE ENGINEERING REPORT DELIVERED TO AGENT
IN CONNECTION WITH THE MAKING OF THE LOAN. NO PERSON HAS ANY POSSESSORY INTEREST
IN THE PROPERTY OR RIGHT TO OCCUPY THE SAME EXCEPT UNDER AND PURSUANT TO THE
PROVISIONS OF THE LEASES. THE CURRENT LEASES ARE IN FULL FORCE AND EFFECT AND
THERE ARE NO DEFAULTS THEREUNDER BY EITHER PARTY AND NO CONDITIONS WHICH WITH
THE PASSAGE OF TIME AND/OR NOTICE WOULD CONSTITUTE DEFAULTS THEREUNDER, EXCEPT
FOR SUCH DEFAULTS AS ARE NOT REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(R)
CREDIT LEASE.
WITH RESPECT TO EACH CTL PROPERTY ONLY:
(1)
SUCH CTL PROPERTY IS SUBJECT TO A CREDIT LEASE; SUCH CREDIT LEASE
IS IN FULL FORCE AND EFFECT, AND IS A LEGAL, VALID, BINDING AND ENFORCEABLE
AGREEMENT OF THE RELATED TENANT, EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR OTHER LAWS AFFECTING THE RIGHTS OF CREDITORS
GENERALLY, AND GENERAL PRINCIPLES OF EQUITY; NO UNCURED DEFAULT BY THE
PROPERTY-OWNING BORROWER OR THE TENANT HAS OCCURRED UNDER SUCH CREDIT LEASE AND
THERE IS NO EXISTING CONDITION WHICH, BUT FOR THE PASSAGE OF TIME OR THE GIVING
OF NOTICE, OR BOTH, WOULD RESULT IN A DEFAULT UNDER THE TERMS OF SUCH CREDIT
LEASE.
(2)
OTHER THAN WITH RESPECT TO EACH CTL PROPERTY OWNED BY A
PROPERTY-OWNING BORROWER ON THE CLOSING DATE, EACH CREDIT LEASE IS SUBORDINATE
TO THE RELATED MORTGAGE, EITHER PURSUANT TO THE TERMS AND CONDITIONS OF SUCH
CREDIT LEASE OR PURSUANT TO THE TERMS AND CONDITIONS OF A SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT BETWEEN THE AGENT AND THE APPLICABLE
TENANT; ANY SUBLEASES ENTERED INTO BY SUCH TENANT WILL BE SUBJECT AND
SUBORDINATE TO THE CREDIT LEASE AND WILL NOT RELIEVE THE TENANT OF ITS
OBLIGATIONS UNDER THE CREDIT LEASE; IN THE EVENT THAT THE AGENT ACQUIRES TITLE
TO A CTL PROPERTY BY FORECLOSURE OR OTHERWISE, THE LESSOR'S INTEREST UNDER THE
RELATED CREDIT LEASE IS FREELY ASSIGNABLE BY THE AGENT AND ITS