Common use of CTL Loans Clause in Contracts

CTL Loans. With respect to each Purchased Loan which is an Eligible Loan of the type described in clause (ii) of the definition thereof only: (a) The related Mortgaged Property is subject to a Credit Lease, and 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, and no default by the Mortgagor or the tenant has occurred under such Credit Lease and, to Seller's actual knowledge, 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. (b) The related Credit Lease is subordinate to the related Mortgage subject to the terms and conditions of a subordination, non-disturbance and attornment agreement between the lender 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 lender acquires title to such Mortgaged Property by foreclosure or otherwise, the lessor's interest under the related Credit Lease is freely assignable by the lender and its successors and assigns to any person without the consent of the tenant, and, in the event the lessor's interest is so assigned, the tenant will be obligated to recognize the assignee as lessor under such Credit Lease. (c) The related Credit Lease has an original term ending on or after the date the Mortgagor is required to deposit its final payment on the related Purchased Loan with the lender unless covered by extended amortization or residual value insurance. (d) The monthly payment for such Purchased Loan is less than or equal to the basic rent due under the related Credit Lease (unless such Purchased Loan has the benefit of an extended amortization policy or a residual value insurance policy or cash reserves or other form of credit enhancement which has been in each case disclosed to Buyer). (e) No sale of the Mortgaged Property is pending by the related Mortgagor, and there is no assignment of any Credit Lease by any tenant pending. (f) Such tenant has agreed to notify the related mortgagee of any default under the related Credit Lease and to provide such mortgagee with additional time and opportunity to cure or the related Purchased Loan Documents require the tenant to cure any default under the related Credit Lease within one-half of the time period required under the related Credit Lease, except as otherwise disclosed to Buyer. (g) Except as otherwise disclosed to Buyer with respect to Credit Tenants which are master lessor to subtenants, the related Mortgaged Property is not subject to any lease other than the related Credit Lease, no person has any possessory interest in, or right to occupy, the related Mortgaged Property except under and pursuant to such Credit Lease and the tenant under the related Credit Lease is in occupancy of the Mortgaged Property. (h) No tenant under such Credit Lease (nor Credit Lease guarantor, if applicable) has been released, in whole or in part, from its obligations under the Credit Lease (or guaranty, as applicable). (i) Under the terms of such Credit Lease, the tenant is not permitted to assign or sublet its interest or obligations under the Credit Lease unless such tenant remains fully liable thereunder. (j) Each tenant under such Credit Lease is required to make all rental payments directly to the mortgagee, its successors and assigns under the related Mortgage Loan. (k) With respect to any Credit Lease guaranteed by the parent or affiliate of a tenant, each existing guaranty is in full force and effect, and no default exists thereunder. (l) With respect to any Credit Lease that is not a triple net or double net lease, such Credit Lease is a bondable lease with no termination or rent abatement rights by the tenant, except in connection with the exercise of a purchase option; and the obligations of any tenant under such lease (including, but not limited to, the obligation of the tenant to pay fixed and additional rent), are not affected by reason of any damage to or destruction of any portion of the Mortgaged Property, any taking of the Mortgaged Property or any part thereof by condemnation or otherwise, or any prohibition, limitation, interruption, restriction, or interference of the tenant's use, occupancy or enjoyment of the Mortgaged Property. (m) Such Credit Lease contains no monetary obligations or obligations associated with managing, owning, developing and operating the Mortgaged Property (including, but not limited to, the costs associated with utilities, taxes, insurance, capital and structural improvements and maintenance and repairs), on the part of the Mortgagor unless such obligations are fully reimbursable or paid by the tenant or reserved for under the Mortgage Loan documents. (n) Such Credit Lease contains customary and enforceable provisions which render the rights and remedies of the lessor thereunder adequate for the enforcement and satisfaction of the lessor's rights thereunder. (o) The obligations of the tenant under such Credit Lease (including, but not limited to, the obligations of the tenant to pay fixed and additional rent), are not affected by reason of any damage to or destruction of any portion of the leased property or any taking of the leased property, or any part thereof by condemnation or otherwise, except for Mortgage Loans subject to casualty and condemnation lease enhancement policies or Mortgage Loans which permit termination of rent only pursuant to exercise of a funding option sufficient to pay the Mortgage Loan in full. (p) Any anticipated maintenance, repair, or replacement obligations imposed by any easement or reciprocal easement agreement either is a direct obligation of the tenant or an adjacent property owner or is an obligation or liability of the Mortgagor, reimbursable by the tenant, or has been reserved for under the Purchased Loan documents. (q) Such Purchased Loan provides that the related Credit Lease cannot be modified without the consent of the mortgagee thereunder, and the tenants have agreed that no amendment, modification, termination or surrender of the Credit Lease (except as expressly permitted by the Credit Lease) will be effective without the prior written consent of the mortgagee or its successors and assigns (except for those Credit Leases for which the related Purchased Loans include personal recourse guarantees to principals of the mortgagor if the Credit Lease is modified without the mortgagee's consent). (r) No tenant can terminate a Credit Lease for any reason, prior to the payment in full of or the payment of funds sufficient to pay in full (1) the principal balance of the Purchased Loan, (2) all accrued and unpaid interest on the Purchased Loan and (3) any other sums due and payable under the Purchased Loan, as of the termination date (except for a termination due to a default by the related borrower under the Credit Lease, or a termination due to casualty or condemnation). (s) Such Credit Lease is in full force and effect and no right or claim of rescission, offset, abatement, diminution, defense or counterclaim to such Credit Lease has been asserted with respect thereto, nor, to Seller's actual knowledge, is there any existing condition which, but for the passage of time or giving of notice, would result in a right or claim of rescission, offset, abatement, diminution, defense or counterclaim under the terms of any Credit Lease (other than for nonmaterial punch list items). (t) In the case of a Purchased Loan with a "lease enhancement policy" and/or "extended amortization policy" and/or residual value insurance policy, the entire premium has been paid in full for each such policy (or is required to be paid within thirty days after the related closing date), such policies are each in full force and effect, and the legal, valid and binding obligation of the insurer thereunder, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, 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).