Credit Tenant Leases. With respect to each Mortgage Loan secured by a credit tenant lease (the "CTL") (a) The base rental payments due under the related CTL, together with any escrow payments held by the Seller or its designee, are equal to or greater than the payments due with respect to the related Mortgage Loan and are payable without notice or demand. (b) The Mortgagor does not have any monetary obligations under the related CTL (other than indemnifying the related Tenant for the related Landlord's gross negligence or intentional misconduct and maintaining in good condition and repairing the roof, structural and exterior portions of the related leased property , for which a reserve to cover any reasonably anticipated expenses has been established), and every other material monetary obligation associated with managing, owning, developing and operating the leased property, including, but not limited to, costs associated with utilities, taxes, insurance, maintenance and repairs is an obligation of the related Tenant. (c) The Mortgagor does not have any nonmonetary obligations, the performance of which would involve a material expenditure of funds or the non-performance of which would entitle the tenant to terminate the related CTL under the related CTL, except for the delivery of possession of the leased property and the Landlord's obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord and except for certain rights arising as a result of environmental contamination which existed as of the rent commencement date and any environmental contamination caused by third parties unrelated to Tenant after the rent commencement date, however one or more environmental site assessments were performed by an environmental consulting firm independent of Seller and Seller's affiliates with respect to the Mortgaged Property during the 18-months preceding the origination of the Mortgage Loan, and Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting the Mortgaged Property that was not disclosed in such report(s). (d) The related Tenant cannot terminate such CTL for any reason prior to the payment in full of: (a) the principal balance of the related Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and (c) any other sums due and payable under such Mortgage Loan, as of the termination date, which date is a rent payment date, except for a material default by the related Mortgagor under the CTL or due to a casualty or condemnation event, in which case, a Lease Enhancement Policy insures against such risk or due to the Landlord's breach of its obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord.. (e) In the event the related Tenant assigns or sublets the related leased property, such Tenant (and if applicable, the related guarantor) remains primarily obligated under the related CTL. (f) Each leased property related to a Credit Lease Loan is one or more separate tax lots, except properties concerning which adequate funds have been escrowed to cover taxes due on the entire tax lot or lots. (g) [RESERVED] (h) The related Tenant has agreed to indemnify the Mortgagor from any claims of any nature arising as a result of any hazardous material affecting the leased property caused by the tenant and arising after commencement of the CTL. (i) In connection with Credit Lease Loans with respect to which a Guaranty exists, the related guarantor guarantees the payment due (and not merely collection) under the related CTL and such Guaranty, on its face, contains no conditions to such payment. (j) Except for the Credit Lease Loans which have residual value insurance, each Credit Lease Loan fully amortizes over the term of the loan, and there is no "balloon" payment due under such Credit Lease Loan at maturity. (k) No Tenant under a Credit Lease Loan and related documentation may exercise any termination right or offset or set-off right (other than abatement related to the existence of hazardous materials that materially interfere with the Tenant's use and occupancy) which shall be binding upon the related Mortgagee without providing prior written notice of same to such Mortgagee. (l) Each Tenant under each Credit Lease Loan and related documentation is required to make all rental payments due under the applicable Credit Lease to the holder of the Mortgage Loan (or an account controlled by such holder). (m) The related Mortgage Loan documents provide that the CTL cannot be modified without the consent of the holder of the Mortgage Loan and to the Seller's knowledge none of the terms of the CTL has been impaired, waived, altered or modified in any respect since the origination of the Mortgage Loan. (n) Each leased property related to a Credit Lease Loan has or will have a permanent certificate of occupancy, and the related Tenant thereunder has commenced the payment of rent due under the respective Credit Lease in accordance with its terms. (o) Each Tenant has delivered a subordination, non-disturbance and attornment agreement pursuant to which the respective Tenant has agreed, in the event the related Mortgagee succeeds to the interest of the Mortgagor under the Credit Lease by reason of foreclosure or acceptance of a deed in lieu of foreclosure, the Tenant will attorn to and recognize the Mortgagee as its Landlord under the Credit Lease for the remainder of the term of the Credit Lease. (p) To the Seller's knowledge, the leased property related to each Credit Lease Loan is not subject to any other lease other than the related Credit Lease or any ground lease pursuant to which the related Mortgagor has acquired its interest in the respective leased property, no Person has any possessory interest in, or right to occupy, the subject leased property except under and pursuant to any such Credit Lease or ground lease and the related Tenant under each Credit Lease is in occupancy of the demised premises. (q) To the Seller's knowledge, in reliance on a Tenant estoppel certificate and representations made by the Tenant under the Credit Lease or representations made by the related Mortgagor under the Mortgage Loan documents, as of the date of origination of each Credit Lease Loan (1) each Credit Lease was in full force and effect, and no default by the related Mortgagor or any Tenant had occurred under the Credit Lease, nor was there any 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 the Credit Lease, and (2) each Credit Lease has a term ending on or after the maturity date (or anticipated repayment date) of the related CTL. (r) Each Tenant has delivered, in connection with the origination of the related Mortgage Loan, an estoppel verifying the terms of the related lease, acknowledging that no rent has been paid in advance, and an estoppel and/or subordination and nondisturbance agreement agreeing to attorn to the holder of the Mortgage Loan. (s) A Lease Enhancement Policy (a "Policy") has been obtained for each Credit Lease Loan and with respect to each Policy: (i) Each Credit Lease Loan in connection with which the related Credit Lease may be terminated upon the occurrence of a casualty or condemnation has a noncancellable Lease Enhancement Policy, other than for nonpayment or a transfer of ownership of the leased property by the insured, from Lexington Insurance Company (the "Company"). (ii) Payment under each Policy will be made at least within 15 days of the Company's receiving a sworn proof of loss relating to a claim. (iii) The premium for each Policy has been paid in full as of the Policy effective date for the related Policy and the Policy cannot be terminated prior to the termination date except for non-payment of premium or transfer of ownership of the leased property unless (1) the loan documents provide that the transferee assumes the Policy and (2) the Company had previously approved the transfer. (iv) The effective date for each Policy with respect to each Credit Lease Loan is on or prior to the Closing Date. (v) The termination date for each Policy with respect to each Credit Lease Loan is the date upon which the outstanding principal balance of the Credit Lease Loan is reduced to zero. (vi) The insured amount for each such Policy is what the applicable provider will pay to the loss payee upon notification of a claim and is at least equal to the outstanding principal balance of the related Mortgage Note at the time the claim is made plus all accrued interest. (vii) The Policy cannot be amended without the prior written consent of the Trustee. (viii) The Trustee and its assigns are designated as the loss payee under each related Policy. All claims proceeds are payable to the loss payee. SCHEDULE II EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES Exceptions to Representations for Citigroup Loans Representations #8, #39 and #53 -------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception --------------------------------------------------------------------------------
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
Credit Tenant Leases. With respect to each Mortgage Loan secured by a credit tenant lease (the "CTL")
(a) The base rental payments due under the related CTL, together with any escrow payments held by the Seller or its designee, are equal to or greater than the payments due with respect to the related Mortgage Loan and are payable without notice or demand.
(b) The Mortgagor does not have any monetary obligations under the related CTL (other than indemnifying the related Tenant for the related Landlord's gross negligence or intentional misconduct and maintaining in good condition and repairing the roof, structural and exterior portions of the related leased property , for which a reserve to cover any reasonably anticipated expenses has been established), and every other material monetary obligation associated with managing, owning, developing and operating the leased property, including, but not limited to, costs associated with utilities, taxes, insurance, maintenance and repairs is an obligation of the related Tenant.
(c) The Mortgagor does not have any nonmonetary obligations, the performance of which would involve a material expenditure of funds or the non-performance of which would entitle the tenant to terminate the related CTL under the related CTL, except for the delivery of possession of the leased property and the Landlord's obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord and except for certain rights arising as a result of environmental contamination which existed as of the rent commencement date and any environmental contamination caused by third parties unrelated to Tenant after the rent commencement date, however one or more environmental site assessments were performed by an environmental consulting firm independent of Seller and Seller's affiliates with respect to the Mortgaged Property during the 18-months preceding the origination of the Mortgage Loan, and Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting the Mortgaged Property that was not disclosed in such report(s).
(d) The related Tenant cannot terminate such CTL for any reason prior to the payment in full of: (a) the principal balance of the related Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and (c) any other sums due and payable under such Mortgage Loan, as of the termination date, which date is a rent payment date, except for a material default by the related Mortgagor under the CTL or due to a casualty or condemnation event, in which case, a Lease Enhancement Policy insures against such risk or due to the Landlord's breach of its obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord..
(e) In the event the related Tenant assigns or sublets the related leased property, such Tenant (and if applicable, the related guarantor) remains primarily obligated under the related CTL.
(f) Each leased property related to a Credit Lease Loan is one or more separate tax lots, except properties concerning which adequate funds have been escrowed to cover taxes due on the entire tax lot or lots.
(g) [RESERVED]
(h) The related Tenant has agreed to indemnify the Mortgagor from any claims of any nature arising as a result of any hazardous material affecting the leased property caused by the tenant and arising after commencement of the CTL.
(i) In connection with Credit Lease Loans with respect to which a Guaranty exists, the related guarantor guarantees the payment due (and not merely collection) under the related CTL and such Guaranty, on its face, contains no conditions to such payment.
(j) Except for the Credit Lease Loans which have residual value insurance, each Credit Lease Loan fully amortizes over the term of the loan, and there is no "balloon" payment due under such Credit Lease Loan at maturity.
(k) No Tenant under a Credit Lease Loan and related documentation may exercise any termination right or offset or set-off right (other than abatement related to the existence of hazardous materials that materially interfere with the Tenant's use and occupancy) which shall be binding upon the related Mortgagee without providing prior written notice of same to such Mortgagee.
(l) Each Tenant under each Credit Lease Loan and related documentation is required to make all rental payments due under the applicable Credit Lease to the holder of the Mortgage Loan (or an account controlled by such holder).
(m) The related Mortgage Loan documents provide that the CTL cannot be modified without the consent of the holder of the Mortgage Loan and to the Seller's knowledge none of the terms of the CTL has been impaired, waived, altered or modified in any respect since the origination of the Mortgage Loan.
(n) Each leased property related to a Credit Lease Loan has or will have a permanent certificate of occupancy, and the related Tenant thereunder has commenced the payment of rent due under the respective Credit Lease in accordance with its terms.
(o) Each Tenant has delivered a subordination, non-disturbance and attornment agreement pursuant to which the respective Tenant has agreed, in the event the related Mortgagee succeeds to the interest of the Mortgagor under the Credit Lease by reason of foreclosure or acceptance of a deed in lieu of foreclosure, the Tenant will attorn to and recognize the Mortgagee as its Landlord under the Credit Lease for the remainder of the term of the Credit Lease.
(p) To the Seller's knowledge, the leased property related to each Credit Lease Loan is not subject to any other lease other than the related Credit Lease or any ground lease pursuant to which the related Mortgagor has acquired its interest in the respective leased property, no Person has any possessory interest in, or right to occupy, the subject leased property except under and pursuant to any such Credit Lease or ground lease and the related Tenant under each Credit Lease is in occupancy of the demised premises.
(q) To the Seller's knowledge, in reliance on a Tenant estoppel certificate and representations made by the Tenant under the Credit Lease or representations made by the related Mortgagor under the Mortgage Loan documents, as of the date of origination of each Credit Lease Loan (1) each Credit Lease was in full force and effect, and no default by the related Mortgagor or any Tenant had occurred under the Credit Lease, nor was there any 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 the Credit Lease, and (2) each Credit Lease has a term ending on or after the maturity date (or anticipated repayment date) of the related CTL.
(r) Each Tenant has delivered, in connection with the origination of the related Mortgage Loan, an estoppel verifying the terms of the related lease, acknowledging that no rent has been paid in advance, and an estoppel and/or subordination and nondisturbance agreement agreeing to attorn to the holder of the Mortgage Loan.
(s) A Lease Enhancement Policy (a "Policy") has been obtained for each Credit Lease Loan and with respect to each Policy:
(i) Each Credit Lease Loan in connection with which the related Credit Lease may be terminated upon the occurrence of a casualty or condemnation has a noncancellable Lease Enhancement Policy, other than for nonpayment or a transfer of ownership of the leased property by the insured, from Lexington Insurance Company (the "Company").
(ii) Payment under each Policy will be made at least within 15 days of the Company's receiving a sworn proof of loss relating to a claim.
(iii) The premium for each Policy has been paid in full as of the Policy effective date for the related Policy and the Policy cannot be terminated prior to the termination date except for non-payment of premium or transfer of ownership of the leased property unless (1) the loan documents provide that the transferee assumes the Policy and (2) the Company had previously approved the transfer.
(iv) The effective date for each Policy with respect to each Credit Lease Loan is on or prior to the Closing Date.
(v) The termination date for each Policy with respect to each Credit Lease Loan is the date upon which the outstanding principal balance of the Credit Lease Loan is reduced to zero.
(vi) The insured amount for each such Policy is what the applicable provider will pay to the loss payee upon notification of a claim and is at least equal to the outstanding principal balance of the related Mortgage Note at the time the claim is made plus all accrued interest.
(vii) The Policy cannot be amended without the prior written consent of the Trustee.
(viii) The Trustee and its assigns are designated as the loss payee under each related Policy. All claims proceeds are payable to the loss payee. SCHEDULE II EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. 2003-C9 ABN AMRO BANK, N.V., CHICAGO BRANCH Exceptions to To Representations for Citigroup Loans Representations #8, #39 and #53 -------------------------------------------------------------------------------- Loan Number Loan Name & Warranties Rep. No. Mortgage Loan(s) Description of Exception --------------------------------------------------------------------------------Exception
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
Credit Tenant Leases. With respect to each Mortgage Loan secured by a credit tenant lease (the "CTL")
(a) The base rental payments due under the related CTL, together with any escrow payments held by the Seller or its designee, are equal to or greater than the payments due with respect to the related Mortgage Loan and are payable without notice or demand.
(b) The Mortgagor does not have any monetary obligations under the related CTL (other than indemnifying the related Tenant for the related Landlord's gross negligence or intentional misconduct and maintaining in good condition and repairing the roof, structural and exterior portions of the related leased property , for which a reserve to cover any reasonably anticipated expenses has been established), and every other material monetary obligation associated with managing, owning, developing and operating the leased property, including, but not limited to, costs associated with utilities, taxes, insurance, maintenance and repairs is an obligation of the related Tenant.
(c) The Mortgagor does not have any nonmonetary obligations, the performance of which would involve a material expenditure of funds or the non-performance of which would entitle the tenant to terminate the related CTL under the related CTL, except for the delivery of possession of the leased property and the Landlord's obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord and except for certain rights arising as a result of environmental contamination which existed as of the rent commencement date and any environmental contamination caused by third parties unrelated to Tenant after the rent commencement date, however one or more environmental site assessments were performed by an environmental consulting firm independent of Seller and Seller's affiliates with respect to the Mortgaged Property during the 18-months preceding the origination of the Mortgage Loan, and Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting the Mortgaged Property that was not disclosed in such report(s).
(d) The related Tenant cannot terminate such CTL for any reason prior to the payment in full of: (a) the principal balance of the related Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and (c) any other sums due and payable under such Mortgage Loan, as of the termination date, which date is a rent payment date, except for a material default by the related Mortgagor under the CTL or due to a casualty or condemnation event, in which case, a Lease Enhancement Policy insures against such risk or due to the Landlord's breach of its obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord..
(e) In the event the related Tenant assigns or sublets the related leased property, such Tenant (and if applicable, the related guarantor) remains primarily obligated under the related CTL.
(f) Each leased property related to a Credit Lease Loan is one or more separate tax lots, except properties concerning which adequate funds have been escrowed to cover taxes due on the entire tax lot or lots.
(g) [RESERVED]
(h) The related Tenant has agreed to indemnify the Mortgagor from any claims of any nature arising as a result of any hazardous material affecting the leased property caused by the tenant and arising after commencement of the CTL.
(i) In connection with Credit Lease Loans with respect to which a Guaranty exists, the related guarantor guarantees the payment due (and not merely collection) under the related CTL and such Guaranty, on its face, contains no conditions to such payment.
(j) Except for the Credit Lease Loans which have residual value insurance, each Credit Lease Loan fully amortizes over the term of the loan, and there is no "balloon" payment due under such Credit Lease Loan at maturity.
(k) No Tenant under a Credit Lease Loan and related documentation may exercise any termination right or offset or set-off right (other than abatement related to the existence of hazardous materials that materially interfere with the Tenant's use and occupancy) which shall be binding upon the related Mortgagee without providing prior written notice of same to such Mortgagee.
(l) Each Tenant under each Credit Lease Loan and related documentation is required to make all rental payments due under the applicable Credit Lease to the holder of the Mortgage Loan (or an account controlled by such holder).
(m) The related Mortgage Loan documents provide that the CTL cannot be modified without the consent of the holder of the Mortgage Loan and to the Seller's knowledge none of the terms of the CTL has been impaired, waived, altered or modified in any respect since the origination of the Mortgage Loan.
(n) Each leased property related to a Credit Lease Loan has or will have a permanent certificate of occupancy, and the related Tenant thereunder has commenced the payment of rent due under the respective Credit Lease in accordance with its terms.
(o) Each Tenant has delivered a subordination, non-disturbance and attornment agreement pursuant to which the respective Tenant has agreed, in the event the related Mortgagee succeeds to the interest of the Mortgagor under the Credit Lease by reason of foreclosure or acceptance of a deed in lieu of foreclosure, the Tenant will attorn to and recognize the Mortgagee as its Landlord under the Credit Lease for the remainder of the term of the Credit Lease.
(p) To the Seller's knowledge, the leased property related to each Credit Lease Loan is not subject to any other lease other than the related Credit Lease or any ground lease pursuant to which the related Mortgagor has acquired its interest in the respective leased property, no Person has any possessory interest in, or right to occupy, the subject leased property except under and pursuant to any such Credit Lease or ground lease and the related Tenant under each Credit Lease is in occupancy of the demised premises.
(q) To the Seller's knowledge, in reliance on a Tenant estoppel certificate and representations made by the Tenant under the Credit Lease or representations made by the related Mortgagor under the Mortgage Loan documents, as of the date of origination of each Credit Lease Loan (1) each Credit Lease was in full force and effect, and no default by the related Mortgagor or any Tenant had occurred under the Credit Lease, nor was there any 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 the Credit Lease, and (2) each Credit Lease has a term ending on or after the maturity date (or anticipated repayment date) of the related CTL.
(r) Each Tenant has delivered, in connection with the origination of the related Mortgage Loan, an estoppel verifying the terms of the related lease, acknowledging that no rent has been paid in advance, and an estoppel and/or subordination and nondisturbance agreement agreeing to attorn to the holder of the Mortgage Loan.
(s) A Lease Enhancement Policy (a "Policy") has been obtained for each Credit Lease Loan and with respect to each Policy:
(i) Each Credit Lease Loan in connection with which the related Credit Lease may be terminated upon the occurrence of a casualty or condemnation has a noncancellable Lease Enhancement Policy, other than for nonpayment or a transfer of ownership of the leased property by the insured, from Lexington Insurance Company (the "Company").
(ii) Payment under each Policy will be made at least within 15 days of the Company's receiving a sworn proof of loss relating to a claim.
(iii) The premium for each Policy has been paid in full as of the Policy effective date for the related Policy and the Policy cannot be terminated prior to the termination date except for non-payment of premium or transfer of ownership of the leased property unless (1) the loan documents provide that the transferee assumes the Policy and (2) the Company had previously approved the transfer.
(iv) The effective date for each Policy with respect to each Credit Lease Loan is on or prior to the Closing Date.
(v) The termination date for each Policy with respect to each Credit Lease Loan is the date upon which the outstanding principal balance of the Credit Lease Loan is reduced to zero.
(vi) The insured amount for each such Policy is what the applicable provider will pay to the loss payee upon notification of a claim and is at least equal to the outstanding principal balance of the related Mortgage Note at the time the claim is made plus all accrued interest.
(vii) The Policy cannot be amended without the prior written consent of the Trustee.
(viii) . The Trustee and its assigns are designated as the loss payee under each related Policy. All claims proceeds are payable to the loss payee. SCHEDULE II EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES Exceptions to Representations for Citigroup Loans Representations #8, #39 and #53 -------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception --------------------------------------------------------------------------------II
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
Credit Tenant Leases. With respect to each Mortgage Loan secured by a credit tenant lease (the "CTL")
(a) The base rental payments due under the related CTL, together with any escrow payments held by the Seller or its designee, are equal to or greater than the payments due with respect to the related Mortgage Loan and are payable without notice or demand.
(b) The Mortgagor does not have any monetary obligations under the related CTL (other than indemnifying the related Tenant for the related Landlord's gross negligence or intentional misconduct and maintaining in good condition and repairing the roof, structural and exterior portions of the related leased property , for which a reserve to cover any reasonably anticipated expenses has been established), and every other material monetary obligation associated with managing, owning, developing and operating the leased property, including, but not limited to, costs associated with utilities, taxes, insurance, maintenance and repairs is an obligation of the related Tenant.
(c) The Mortgagor does not have any nonmonetary obligations, the performance of which would involve a material expenditure of funds or the non-performance of which would entitle the tenant to terminate the related CTL under the related CTL, except for the delivery of possession of the leased property and the Landlord's obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord and except for certain rights arising as a result of environmental contamination which existed as of the rent commencement date and any environmental contamination caused by third parties unrelated to Tenant after the rent commencement date, however one or more environmental site assessments were performed by an environmental consulting firm independent of Seller and Seller's affiliates with respect to the Mortgaged Property during the 18-months preceding the origination of the Mortgage Loan, and Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting the Mortgaged Property that was not disclosed in such report(s).
(d) The related Tenant cannot terminate such CTL for any reason prior to the payment in full of: (a) the principal balance of the related Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and (c) any other sums due and payable under such Mortgage Loan, as of the termination date, which date is a rent payment date, except for a material default by the related Mortgagor under the CTL or due to a casualty or condemnation event, in which case, a Lease Enhancement Policy insures against such risk or due to the Landlord's breach of its obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord..
(e) In the event the related Tenant assigns or sublets the related leased property, such Tenant (and if applicable, the related guarantor) remains primarily obligated under the related CTL.
(f) Each leased property related to a Credit Lease Loan is one or more separate tax lots, except properties concerning which adequate funds have been escrowed to cover taxes due on the entire tax lot or lots.
(g) [RESERVED]
(h) The related Tenant has agreed to indemnify the Mortgagor from any claims of any nature arising as a result of any hazardous material affecting the leased property caused by the tenant and arising after commencement of the CTL.
(i) In connection with Credit Lease Loans with respect to which a Guaranty exists, the related guarantor guarantees the payment due (and not merely collection) under the related CTL and such Guaranty, on its face, contains no conditions to such payment.
(j) Except for the Credit Lease Loans which have residual value insurance, each Credit Lease Loan fully amortizes over the term of the loan, and there is no "balloon" payment due under such Credit Lease Loan at maturity.
(k) No Tenant under a Credit Lease Loan and related documentation may exercise any termination right or offset or set-off right (other than abatement related to the existence of hazardous materials that materially interfere with the Tenant's use and occupancy) which shall be binding upon the related Mortgagee without providing prior written notice of same to such Mortgagee.
(l) Each Tenant under each Credit Lease Loan and related documentation is required to make all rental payments due under the applicable Credit Lease to the holder of the Mortgage Loan (or an account controlled by such holder).
(m) The related Mortgage Loan documents provide that the CTL cannot be modified without the consent of the holder of the Mortgage Loan and to the Seller's knowledge none of the terms of the CTL has been impaired, waived, altered or modified in any respect since the origination of the Mortgage Loan.
(n) Each leased property related to a Credit Lease Loan has or will have a permanent certificate of occupancy, and the related Tenant thereunder has commenced the payment of rent due under the respective Credit Lease in accordance with its terms.
(o) Each Tenant has delivered a subordination, non-disturbance and attornment agreement pursuant to which the respective Tenant has agreed, in the event the related Mortgagee succeeds to the interest of the Mortgagor under the Credit Lease by reason of foreclosure or acceptance of a deed in lieu of foreclosure, the Tenant will attorn to and recognize the Mortgagee as its Landlord under the Credit Lease for the remainder of the term of the Credit Lease.
(p) To the Seller's knowledge, the leased property related to each Credit Lease Loan is not subject to any other lease other than the related Credit Lease or any ground lease pursuant to which the related Mortgagor has acquired its interest in the respective leased property, no Person has any possessory interest in, or right to occupy, the subject leased property except under and pursuant to any such Credit Lease or ground lease and the related Tenant under each Credit Lease is in occupancy of the demised premises.
(q) To the Seller's knowledge, in reliance on a Tenant estoppel certificate and representations made by the Tenant under the Credit Lease or representations made by the related Mortgagor under the Mortgage Loan documents, as of the date of origination of each Credit Lease Loan (1) each Credit Lease was in full force and effect, and no default by the related Mortgagor or any Tenant had occurred under the Credit Lease, nor was there any 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 the Credit Lease, and (2) each Credit Lease has a term ending on or after the maturity date (or anticipated repayment date) of the related CTL.
(r) Each Tenant has delivered, in connection with the origination of the related Mortgage Loan, an estoppel verifying the terms of the related lease, acknowledging that no rent has been paid in advance, and an estoppel and/or subordination and nondisturbance agreement agreeing to attorn to the holder of the Mortgage Loan.
(s) A Lease Enhancement Policy (a "Policy") has been obtained for each Credit Lease Loan and with respect to each Policy:
(i) Each Credit Lease Loan in connection with which the related Credit Lease may be terminated upon the occurrence of a casualty or condemnation has a noncancellable Lease Enhancement Policy, other than for nonpayment or a transfer of ownership of the leased property by the insured, from Lexington Insurance Company (the "Company").
(ii) Payment under each Policy will be made at least within 15 days of the Company's receiving a sworn proof of loss relating to a claim.
(iii) The premium for each Policy has been paid in full as of the Policy effective date for the related Policy and the Policy cannot be terminated prior to the termination date except for non-payment of premium or transfer of ownership of the leased property unless (1) the loan documents provide that the transferee assumes the Policy and (2) the Company had previously approved the transfer.
(iv) The effective date for each Policy with respect to each Credit Lease Loan is on or prior to the Closing Date.
(v) The termination date for each Policy with respect to each Credit Lease Loan is the date upon which the outstanding principal balance of the Credit Lease Loan is reduced to zero.
(vi) The insured amount for each such Policy is what the applicable provider will pay to the loss payee upon notification of a claim and is at least equal to the outstanding principal balance of the related Mortgage Note at the time the claim is made plus all accrued interest.
(vii) The Policy cannot be amended without the prior written consent of the Trustee.
(viii) The Trustee and its assigns are designated as the loss payee under each related Policy. All claims proceeds are payable to the loss payee. SCHEDULE II EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., 2003-C9 LASALLE BANK NATIONAL ASSOCIATION Exceptions to To Representations for Citigroup Loans Representations #8, #39 and #53 -------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception --------------------------------------------------------------------------------& Warranties
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
Credit Tenant Leases. With respect to each Mortgage Loan secured by a credit tenant lease (the "CTL")
(a) The base rental payments due under the related CTL, together with any escrow payments held by the Seller or its designee, are equal to or greater than the payments due with respect to the related Mortgage Loan and are payable without notice or demand.
(b) The Mortgagor does not have any monetary obligations under the related CTL (other than indemnifying the related Tenant for the related Landlord's gross negligence or intentional misconduct and maintaining in good condition and repairing the roof, structural and exterior portions of the related leased property , for which a reserve to cover any reasonably anticipated expenses has been established), and every other material monetary obligation associated with managing, owning, developing and operating the leased property, including, but not limited to, costs associated with utilities, taxes, insurance, maintenance and repairs is an obligation of the related Tenant.
(c) The Mortgagor does not have any nonmonetary obligations, the performance of which would involve a material expenditure of funds or the non-performance of which would entitle the tenant to terminate the related CTL under the related CTL, except for the delivery of possession of the leased property and the Landlord's obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord and except for certain rights arising as a result of environmental contamination which existed as of the rent commencement date and any environmental contamination caused by third parties unrelated to Tenant after the rent commencement date, however one or more environmental site assessments were performed by an environmental consulting firm independent of Seller and Seller's affiliates with respect to the Mortgaged Property during the 18-months preceding the origination of the Mortgage Loan, and Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting the Mortgaged Property that was not disclosed in such report(s).
(d) The related Tenant cannot terminate such CTL for any reason prior to the payment in full of: (a) the principal balance of the related Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and (c) any other sums due and payable under such Mortgage Loan, as of the termination date, which date is a rent payment date, except for a material default by the related Mortgagor under the CTL or due to a casualty or condemnation event, in which case, a Lease Enhancement Policy insures against such risk or due to the Landlord's breach of its obligation not to lease or otherwise permit the operation of properties in competition with the leased property by any other parties or entities under the control of the Landlord..
(e) In the event the related Tenant assigns or sublets the related leased property, such Tenant (and if applicable, the related guarantor) remains primarily obligated under the related CTL.
(f) Each leased property related to a Credit Lease Loan is one or more separate tax lots, except properties concerning which adequate funds have been escrowed to cover taxes due on the entire tax lot or lots.
(g) [RESERVED]
(h) The related Tenant has agreed to indemnify the Mortgagor from any claims of any nature arising as a result of any hazardous material affecting the leased property caused by the tenant and arising after commencement of the CTL.
(i) In connection with Credit Lease Loans with respect to which a Guaranty exists, the related guarantor guarantees the payment due (and not merely collection) under the related CTL and such Guaranty, on its face, contains no conditions to such payment.
(j) Except for the Credit Lease Loans which have residual value insurance, each Credit Lease Loan fully amortizes over the term of the loan, and there is no "balloon" payment due under such Credit Lease Loan at maturity.
(k) No Tenant under a Credit Lease Loan and related documentation may exercise any termination right or offset or set-off right (other than abatement related to the existence of hazardous materials that materially interfere with the Tenant's use and occupancy) which shall be binding upon the related Mortgagee without providing prior written notice of same to such Mortgagee.
(l) Each Tenant under each Credit Lease Loan and related documentation is required to make all rental payments due under the applicable Credit Lease to the holder of the Mortgage Loan (or an account controlled by such holder).
(m) The related Mortgage Loan documents provide that the CTL cannot be modified without the consent of the holder of the Mortgage Loan and to the Seller's knowledge none of the terms of the CTL has been impaired, waived, altered or modified in any respect since the origination of the Mortgage Loan.
(n) Each leased property related to a Credit Lease Loan has or will have a permanent certificate of occupancy, and the related Tenant thereunder has commenced the payment of rent due under the respective Credit Lease in accordance with its terms.
(o) Each Tenant has delivered a subordination, non-disturbance and attornment agreement pursuant to which the respective Tenant has agreed, in the event the related Mortgagee succeeds to the interest of the Mortgagor under the Credit Lease by reason of foreclosure or acceptance of a deed in lieu of foreclosure, the Tenant will attorn to and recognize the Mortgagee as its Landlord under the Credit Lease for the remainder of the term of the Credit Lease.
(p) To the Seller's knowledge, the leased property related to each Credit Lease Loan is not subject to any other lease other than the related Credit Lease or any ground lease pursuant to which the related Mortgagor has acquired its interest in the respective leased property, no Person has any possessory interest in, or right to occupy, the subject leased property except under and pursuant to any such Credit Lease or ground lease and the related Tenant under each Credit Lease is in occupancy of the demised premises.
(q) To the Seller's knowledge, in reliance on a Tenant estoppel certificate and representations made by the Tenant under the Credit Lease or representations made by the related Mortgagor under the Mortgage Loan documents, as of the date of origination of each Credit Lease Loan (1) each Credit Lease was in full force and effect, and no default by the related Mortgagor or any Tenant had occurred under the Credit Lease, nor was there any 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 the Credit Lease, and (2) each Credit Lease has a term ending on or after the maturity date (or anticipated repayment date) of the related CTL.
(r) Each Tenant has delivered, in connection with the origination of the related Mortgage Loan, an estoppel verifying the terms of the related lease, acknowledging that no rent has been paid in advance, and an estoppel and/or subordination and nondisturbance agreement agreeing to attorn to the holder of the Mortgage Loan.
(s) A Lease Enhancement Policy (a "Policy") has been obtained for each Credit Lease Loan and with respect to each Policy:
(i) Each Credit Lease Loan in connection with which the related Credit Lease may be terminated upon the occurrence of a casualty or condemnation has a noncancellable Lease Enhancement Policy, other than for nonpayment or a transfer of ownership of the leased property by the insured, from Lexington Insurance Company (the "Company").
(ii) Payment under each Policy will be made at least within 15 days of the Company's receiving a sworn proof of loss relating to a claim.
(iii) The premium for each Policy has been paid in full as of the Policy effective date for the related Policy and the Policy cannot be terminated prior to the termination date except for non-payment of premium or transfer of ownership of the leased property unless (1) the loan documents provide that the transferee assumes the Policy and (2) the Company had previously approved the transfer.
(iv) The effective date for each Policy with respect to each Credit Lease Loan is on or prior to the Closing Date.
(v) The termination date for each Policy with respect to each Credit Lease Loan is the date upon which the outstanding principal balance of the Credit Lease Loan is reduced to zero.
(vi) The insured amount for each such Policy is what the applicable provider will pay to the loss payee upon notification of a claim and is at least equal to the outstanding principal balance of the related Mortgage Note at the time the claim is made plus all accrued interest.
(vii) The Policy cannot be amended without the prior written consent of the Trustee.
(viii) The Trustee and its assigns are designated as the loss payee under each related Policy. All claims proceeds are payable to the loss payee. SCHEDULE II EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES Exceptions to Representations for Citigroup Loans Representations #8, #39 and #53 -------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception --------------------------------------------------------------------------------II
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
