Mortgage Loans Representations Exceptions. All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by A.M. Best), and all such insurers are required to have ratings of not less than “BBB” by S&P and “Baa2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by A.M. Best)).
Mortgage Loans Representations Exceptions ability to perform its obligations under this Lease, and (d) any prior or existing materially adverse dealings with the City; and (iii) compliance in all material respects with all requirements related to Federal Trade Embargos).
Mortgage Loans Representations Exceptions enforcement of the Full Recourse Event thereunder and the collection of amounts due thereunder. (i) The exercise of remedies by the lender under the Mortgage Loan or by the mezzanine lender (together with its successors and assigns, a “Mezzanine Lender”) under the mezzanine loan (the “Mezzanine Loan”) will not by itself trigger liability to the guarantor under the guaranty or the Indemnitor (as defined below) under the environmental indemnity, (ii) neither the guarantor nor the Indemnitor will have any liability under the guaranty or the environmental indemnity, as applicable, with respect to any acts, events or circumstances first arising with respect to any individual Mortgaged Property (each, an “Individual Property”) after (x) the date the lender or a person that is not a Guarantor Affiliate (as defined below) acquires title to such Individual Property, whether through foreclosure, private power of sale, the acceptance of a deed-in-lieu of foreclosure or otherwise, or (y) the date on which a receiver, trustee, liquidator or conservator, other than any such person appointed at the request of the guarantor or any Guarantor Affiliate, takes control of the Individual Property, except, in each case, with respect to acts taken by the guarantor or any Guarantor Affiliate prior to, on or after such date, (iii) the guarantor will not have any liability under the guaranty or the environmental indemnity, as applicable, with respect to any acts, events or circumstances first arising after the date on which any Mezzanine Lender (but in each case under this clause (iii), only as to the portion of the pledged interests as described in the mezzanine loan documents (the “Pledged Securities”) subject to such action), (x) consummates any foreclosure or acceptance of an assignment in lieu of foreclosure upon the Pledged Securities for the applicable mezzanine loan with respect to such Pledged Securities or otherwise consummates a similar enforcement action with respect to such Pledged Securities if after such action such Mezzanine Lender controls the Borrowers or (y) exercises control over the Borrowers following the consummation of an enforcement or remedial action with respect to the Pledged Securities for such mezzanine loan, including, if such Mezzanine Lender exercises any voting, proxy Annex A-1 ID# Mortgage Loans Representations Exceptions
Mortgage Loans Representations Exceptions certificates of occupancy covering the core and shell of the building, and the premises currently leased and occupied by Coach, Inc., L’Oreal USA, Inc. and VaynerMedia. Temporary certificates of occupancy for the remaining leased premises are required to be sought by the Borrower in connection with the completion of the tenant improvements being installed in such premises.
Mortgage Loans Representations Exceptions. The Mortgagor is not required to maintain the coverages required in the Mortgage Loan documents on the Mortgaged Property for so long as (A) the related lease of the sole tenant (the “B&W Tenant Lease”) is in full force and effect, (B) the B&W Tenant Lease will remain in full force and effect following a casualty and the sole tenant is obligated per the terms of the B&W Tenant Lease to rebuild and/or repair the Mortgaged Property at its sole cost and expense and is entitled to no period of rent abatement, (C) the sole tenant maintains insurance policies on the Mortgaged Property meeting the requirements of the Mortgage Loan documents, except with respect to the required property deductible, which may not exceed $250,000 per occurrence, (D) the sole tenant delivers evidence acceptable to the lender of such coverage no less frequently than annually, (E) no default exists under the B&W Tenant Lease beyond any applicable notice and cure periods and (F) the lender is named as a mortgagee/loss payee on property insurance policies and additional insured on liability insurance policies maintained by the sole tenant (collectively, the “B&W Tenant Insurance Conditions”). To the extent any of the B&W Tenant Insurance Conditions is not satisfied, the Mortgagor must promptly, at its sole cost and expense, procure and maintain either (x) “primary” insurance coverage in the event that the sole tenant does not provide insurance coverage required in the Mortgage Loan documents or (y) “excess and contingent” insurance coverage over and above any other valid and collectible coverage then in existence, in each case as will be necessary to bring the insurance for the Mortgaged Property into full compliance with all of the terms and conditions under the Mortgage Loan documents.
Mortgage Loans Representations Exceptions. Borrower delivers to the lender a Phase I environmental report with respect to the Mortgaged Property at its sole cost and expense, which report is from an environmental consultant reasonably acceptable to the lender and the Rating Agencies, and which report discloses, as of the date of such repayment or foreclosure, no actual or threatened (A) non-compliance with or violation of applicable environmental laws in connection with the Mortgaged Property, (B) environmental liens encumbering the Mortgaged Property, (C) administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in the environmental indemnity agreement, or (D) presence or release of hazardous substances in, on, above or under that Mortgaged Property that has not been fully remediated in accordance with all applicable laws.
Mortgage Loans Representations Exceptions. Church Rd; Diamond Hill 1 and Diamond Hill 4; Cavalier I and Cavalier II; 0000 Xxxxx Xxx and 000 Xxxxxx Xx. 3 BX Industrial Portfolio (25) Local Law Compliance Three of the 68 individual Mortgaged Properties comprising the Mortgage Loan are nonconforming with respect to parking. The Mortgaged Property located at 455 Gibraltar is deficient 13 spaces; the Mortgaged Property located at 000 X Xxxxxxx Xx is deficient 239 spaces, and the Mortgaged Property located at 0000-0000 Xxxxxxx Xx. is deficient 19 spaces.
Mortgage Loans Representations Exceptions. Mortgaged Property is not subject to the MGM Lease, the non-recourse carveout guarantor is liable for losses relating to breaches of environmental covenants other than (x) for any amounts in excess of the applicable coverage amounts under the environmental policy had the same been renewed, replaced or extended as required under the Whole Loan documents and (y) for any amounts recovered under the environmental policy. Recourse for waste is limited to willful misconduct by the related Borrower, Guarantor or certain of their affiliates that results in physical damage or waste to the Mortgaged Property.
Mortgage Loans Representations Exceptions. Bay or defeasing an amount equal to the lesser of (1) the outstanding principal amount of the Whole Loan, together with all interest accrued and unpaid thereon and (2)(i) 105% of the allocated loan amount for the released Mortgaged Property until such time that the outstanding principal balance of the Whole Loan has been reduced to $2,250,000,000 and (ii) thereafter, 110% of the allocated loan amount of the released Mortgaged Property.
Mortgage Loans Representations Exceptions. 35(k): In the case of a total or substantially total taking or loss, insurance proceeds will be so applied only prior to the last fifteen years of the related ground lease term, which expires in 2056.
