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 OF, SUCH
LESSOR. IF REQUIRED BY THE GROUND LEASE, THE LESSOR HAS RECEIVED NOTICE OF THE
LIEN OF THE RELATED MORTGAGE IN ACCORDANCE WITH THE PROVISIONS OF THE GROUND
LEASE;
(D)
IN CONNECTION WITH THE ORIGINATION OF SUCH MORTGAGE LOAN, THE
RELATED GROUND LESSOR PROVIDED AN ESTOPPEL TO THE ORIGINATOR CONFIRMING THAT THE
RELATED MORTGAGOR WAS NOT THEN IN DEFAULT UNDER SUCH GROUND LEASE. THE GROUND
LEASE PROVIDES THAT NO MATERIAL AMENDMENT TO THE GROUND LEASE IS EFFECTIVE
AGAINST THE MORTGAGEE UNDER SUCH MORTGAGE LOAN UNLESS THE MORTGAGEE HAS
CONSENTED THERETO. SUCH GROUND LEASE IS IN FULL FORCE AND EFFECT, AND SELLER AND
ANY SERVICER ACTING ON SELLER'S BEHALF HAVE
RECEIVED NO NOTICE THAT AN EVENT OF
DEFAULT HAS OCCURRED THEREUNDER OR THAT THE GROUND LEASE HAS TERMINATED, AND, TO
SELLER'S KNOWLEDGE, THERE
VII-6
EXISTS NO CONDITION THAT, BUT FOR THE PASSAGE OF TIME OR THE GIVING OF NOTICE,
OR BOTH, WOULD RESULT IN AN EVENT OF DEFAULT UNDER THE TERMS OF SUCH GROUND
LEASE;
(E)
SUCH GROUND LEASE, OR AN ESTOPPEL LETTER OR OTHER AGREEMENT, (A)
REQUIRES THE LESSOR UNDER SUCH GROUND LEASE TO GIVE NOTICE OF ANY DEFAULT BY THE
LESSEE TO THE MORTGAGEE, PROVIDED THAT THE MORTGAGEE HAS PROVIDED THE LESSOR
WITH NOTICE OF ITS LIEN IN ACCORDANCE WITH THE PROVISIONS OF SUCH GROUND LEASE
TO THE EXTENT SUCH GROUND LEASE REQUIRES SUCH NOTICE, FURTHER (B) PROVIDES THAT
NO NOTICE OF TERMINATION GIVEN UNDER SUCH GROUND LEASE (INCLUDING REJECTION OF
SUCH GROUND