Representation Mortgage Loan Description of Exception. The collateral for the Mortgage Loan includes a security interest in the Leasehold Space. While the Underlying Lease is a space lease, the following exceptions are noted if the Underlying Lease were treated as a “Ground Lease” for purposes of this representation: (34(b)) The Underlying Lease lessor has not expressly agreed that the Underlying Lease cannot be terminated or modified without the lender’s consent. The lender has notice and cure rights relating to any default by Mortgagor pursuant to the Underlying Lease and the Underlying Lease lessor has agreed in writing that it cannot exercise any rights and/or remedies relating to said default until the lender’s notice and cure rights have expired. (34(i)) Mortgagor may not sublet its interest in the Underlying Lease without the consent of the lessor thereunder (which consent shall not be unreasonably withheld). Note that Mortgagor is permitted to sublease its interest in the Leasehold Premises to Regal (and its successor and/or assigns). If the Regal Lease expires or is terminated for any reason (other than a default thereunder by Mortgagor solely relating to the Xxxxxxx Portion), Mortgagor shall have the option to terminate the Underlying Lease (which option may only be exercised with the lender’s consent). (34(j)) The Underlying Lease lessor is obligated to restore the Leasehold Premises in the event of a casualty or condemnation (provided the Underlying Lease is not terminated in connection with the applicable casualty). In connection with said restoration, the loss proceeds must be held by an insurance trustee satisfying certain ratings requirements. For so long as the lessor’s fee mortgagee meets said ratings requirements, it will be designated as the insurance/condemnation trustee and if it does not satisfy the ratings criteria, then it is entitled to appoint a trustee satisfying the ratings criteria. (34(k)) Given that the Underlying Lease is a space lease and is not a “Ground Lease” as defined above, the Mortgagor does not own the improvements on the Leasehold Premises and is not entitled to insurance proceeds in the event of a total loss resulting in a termination of the Underlying Lease. In the event of a condemnation where the Underlying Lease is terminated, the Underlying Lease lessor is entitled to the entire condemnation award relating to the Leasehold Premises, provided, however, Mortgagor may request a separate condemnation award to the extent that such award does not reduce the lessor’s a...
Representation Mortgage Loan Description of Exception. (6) Lien; Valid Assignment Galleria at Tyler (Loan No. 4) Provided no event of default has occurred and is continuing, under the related Whole Loan, the Mortgage Loan documents prohibit the lender, without the prior written consent of the Mortgagor, from selling any note, participation or interest in the Whole Loan to Simon Property Group, Taubman Centers, Inc., The Macerich Company, Kimco Realty, Starwood Retail, PREIT, Washington Prime Group, Pyramid Real Estate Group, CBL & Associates Properties, Inc., Westfield Holdings Limited or Unibail-Rodamco (or any successors or assigns of or any person or entity controlled by, controlling or under common control with the foregoing); provided, however, such restrictions will not apply to (a) any transfer or sale by the lender of commercial mortgage-backed securities certificates, bonds or similar certificated interests secured in whole or in part by the Whole Loan or (b) any subsequent resale or transfer of the Whole Loan (or any interest therein) occurring after an initial sale or transfer by the lender even if such transaction results in a portion of the Whole Loan being held by a person or entity described above.
Representation Mortgage Loan Description of Exception. Underlying Lease is terminated in connection with a rejection of the Underlying Lease is bankruptcy.
Representation Mortgage Loan Description of Exception. (unless there is a conflict with the condominium documents, in which case the condominium documents will control) and completes the restoration of any portions of the Mortgaged Property that the condominium or the board of directors is not required to restore, and (c) Borrower complies with any requirements under the condominium documents in order to enable Lender to obtain all rights to which mortgagees of commercial units in the condominium are entitled under the condominium documents with respect to insurance proceeds.
Representation Mortgage Loan Description of Exception entity managing member of the Mortgagor, the guarantor or any affiliates thereof in connection with (1) obtaining the Mortgage Loan, (2) the failure to perform or satisfy any covenant or negative covenant contained in the Mortgage Loan documents, or (3) the Mortgaged Property; provided, further, the Mortgagor’s failure to perform or satisfy any covenant or negative covenant contained in the Mortgage Loan documents or with respect to the Mortgaged Property shall not be construed as willful misconduct if (i) sufficient cash flow is generated by the Mortgaged Property to perform or satisfy such covenant or negative covenant, deposited into a reserve fund with the lender and specifically allocated for such performance or satisfaction, and the lender fails to make such funds available to the Mortgagor after the Mortgagor has satisfied all conditions for disbursement thereof, (ii) sufficient cash flow is generated by the Mortgaged Property to perform or satisfy such covenant or negative covenant, but the lender has distributed such cash flow to the Mortgagor from the cash management account and the Mortgagor has retained such or distributed such cash flow to its direct and indirect owners (for the avoidance of doubt, the lender shall have no claim due to the Mortgagor’s distribution of such cash flow), or (iii) sufficient cash flow, at such time, is not generated by the Mortgaged Property to perform or satisfy such covenant or negative covenant; provided, however, that notwithstanding the foregoing, the Mortgagor will be liable to the extent that, from and after the date an expense is accrued, any cash flow is released to the Mortgagor and the Mortgagor does not thereafter pay such expense, but such liability is in an amount equal to the lesser of (a) the free cash flow released to the Mortgagor from and after the date such expense is incurred, and (b) the total amount of the expense, unless such cash flow was spent on the Mortgaged Property. The loss carveout for material physical waste at the Mortgaged Property is limited to intentional material physical waste of the Mortgaged Property. The obligations and liabilities of the Mortgagor and the guarantor under the environmental indemnity agreement will terminate and be of no further force and effect with respect to any unasserted claim when all of the following conditions are satisfied in full: (i) the Mortgage Loan has Representation Mortgage Loan Description of Exception been paid in full and the indemnitee ha...
Representation Mortgage Loan Description of Exception. The Village at Meridian (Loan No. 17) The Trails at Silverdale (Loan Nx. 00) Xxxxxxxx Xxxxxx Xxxxxxxxxxx (Xxxx Xx. 00) carve-out provisions in the related Mortgage Loan documents. At origination of the Mortgage Loan, the borrower obtained an environmental insurance policy issued from Ironshore Specialty Insurance Company in the name of the borrower, with the lender as additional named insured with its successors, assigns and/or affiliates, with per incident and aggregate limits of $10,000,000, a $50,000 per incident self-insured retention and a term expiring on October 5, 2022. The Mortgage Loan documents require that the borrower obtain and maintain a pollution legal liability insurance, which, among other conditions, is required to be maintained for a period continuing through 36 months beyond the maturity date of the Mortgage Loan of December 5, 2030. The loss recourse carveout for material physical waste is limited to intentional material physical waste. The indemnification obligations of the borrower under the environmental indemnity will terminate on the date that is three years after the full and indefeasible repayment of the Mortgage Loan (other than a repayment effective pursuant to or following any foreclosure or other exercise of remedies by Indemnitee under the Mortgage Loan documents), such date being the “Termination Date,” if the borrower has satisfied the following conditions: (A) no claims, litigation, demands, defenses, judgments, suits or proceedings with respect to any matter covered by the environmental indemnity will have occurred or been threatened in writing (other than a threatened claim which has been dismissed or resolved without liability) against the indemnitor, the Mortgaged Property, the indemnitee prior to the Termination Date; (B) the indemnitee will not have exercised its remedies of foreclosure or power of sale under the Mortgage Loan documents with respect to the Mortgaged Property, nor will a receiver for
Representation Mortgage Loan Description of Exception general common elements (and the total proceeds are insufficient to achieve a full restoration), the proceeds are required to be pooled and distributed as follows: (i) first, to restore the general common elements and (ii) second, to each owner on a pari passu basis based on the cost of restoration of each unit.
Representation Mortgage Loan Description of Exception casualty wherein the applicable lease is not terminated, each tenant has the right to receive, hold and disburse the related insurance proceeds and use the same to restore the applicable leased premises. In addition, the Mortgagee is not named as a loss payee under the property and casualty insurance policy maintained by the SaveMart tenant. The insurance coverage maintained by the SaveMart tenant contains a deductible of $500,000.
Representation Mortgage Loan Description of Exception to the City of Beavercreek, Ohio, each prior to the origination of the Mortgage Loan.
Representation Mortgage Loan Description of Exception. (24) Local Law Compliance Maplewood MHC (Loan No. 47) The Mortgaged Property’s use as a mobile home community is legal nonconforming. The related zoning ordinance provides that if such use is damaged to an extent of (i) no greater than 60% of the related principal structure’s value, such use and structure may be re-established to the same size and intensity of use as was previously existing immediately prior to the related damage or destruction, but such re-establishment requires the issuance of a zoning certificate, or (ii) greater than 60% of the related principal structure’s value, such use and structure may be reestablished only with approval by the related board of zoning appeals. The Mortgage Loan documents provide for full recourse to the Mortgagor and the guarantor in the event the Mortgaged Property is no longer permitted to be operated as a mobile home community, unless the Mortgagor submits to the Mortgagee a letter from the related zoning authority that provides that (a) the Mortgagor is permitted to continue operating a mobile home community regardless of the Mortgaged Property’s existing zoning designation and (b) such zoning authority will not require the Mortgagor to re-apply for a special use permit to continue the Mortgaged Property’s use as mobile home community in the event of damage by a casualty.
