Ground Lease Reserved.
Lease Estoppels With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as Mortgage Loan Seller may deem reasonable and appropriate based on Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.
Access to Property, Property’s Management, Property Lender, and Property Tenants Potential Investor agrees to not seek to gain access to any non-public areas of the Property or communicate with Property’s management employees, the holder of any financing encumbering the Property, the Property’s tenants, and the Owner’s partners in the ownership of the Property, without the prior consent of Owner or JLL, which consent may be withheld in the Owner’s sole discretion.
Landlord’s Title Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.
Operating Lease (i) Each Borrower shall (a) promptly perform and observe all of the covenants required to be performed and observed by it under the Operating Leases and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (b) promptly notify Lender of any material default under any Operating Lease of which it is aware; (c) promptly deliver to Lender a copy of any notice of default or other material notice under any Operating Lease delivered to any Operating Lessee by Borrower; (d) promptly give notice to Lender of any notice or information that Borrower receives which indicates that an Operating Lessee is terminating its Operating Lease or that any Operating Lessee is otherwise discontinuing its operation of the applicable Individual Property; and (e) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the Operating Lessee under the applicable Operating Lease. (ii) If at any time, (A) an Operating Lessee shall become insolvent or a debtor in a bankruptcy proceeding or (B) Lender or its designee has taken title to an Individual Property by foreclosure or deed in lieu of foreclosure, has become a mortgagee-in-possession, has appointed a receiver with respect to the applicable Individual Property or has otherwise taken title to such Individual Property, Lender shall have the absolute right to (and Borrower and Operating Lessee shall reasonably cooperate and not in any way hinder, delay or otherwise interfere with Lender’s right to), immediately terminate the applicable Operating Lease under and in accordance with the terms of the applicable Subordination, Attornment and Security Agreement. (iii) Borrower shall not, without the prior written consent of Lender, which consent shall not be unreasonably withheld: (a) surrender, terminate or cancel any Operating Lease or otherwise replace any Operating Lessee or enter into any other operating lease with respect to any Individual Property, provided, however, at the end of the term of each Operating Lease, the applicable Borrower may renew such Operating Lease or enter into a replacement Operating Lease with Operating Lessee on substantially the same terms as the expiring Operating Lease except that Lender shall have the right to approve any material change thereto; (b) reduce or consent to the reduction of the term of any Operating Lease; or (c) enter into, renew, amend, modify, waive any provisions of, reduce Rents under, or shorten the term of any Operating Lease.
COURSE TITLE GE COURSE TITLE CHEM 115H Intro Gen Chem: Allied H (Hon) transfers as GE CHEM 101 Chemistry and Society CHEM 116 Intro Org & Bio Chem: AH Maj transfers as GE GE Natural Sciences CHEM 150 Gen Chem I: Science Majors transfers as GE CHEM 151 General Chemistry I CHEM 150H Gen Chem I: Science Maj (Hon) transfers as GE CHEM 151 General Chemistry I CHEM 151 Gen Chem II: Science Majors transfers as CHEM 152 General Chemistry II CHEM 151H Gen Chem II: Science Maj (Hon) transfers as CHEM 152 General Chemistry II CHEM 210 Organic Chem I transfers as CHEM 251 CHEM 261 Organic Chemistry: Theory I Organic Chemistry - Lab CHEM 211 Organic Chem II transfers as CHEM 252 CHEM 262 Organic Chemistry: Theory II Organic Chemistry - Lab CHLD 113 Child & Adol Growth & Dev transfers as GE PSYC 345 Psyc of Child & Adolescent Dev CHLD 121 Human Development transfers as GE PSYC 290 Human Growth and Development CHNS 101 Elementary Chinese (First Sem) transfers as XX XXXX 101 Elementary Chinese I CHNS 102 Elementary Chinese (Second Sem transfers as XX XXXX 102 Elementary Chinese II CIS 100 Computer Applications transfers as BUSI 240 Intro to Info Sys & Busi App CIS 101 Fund Comp Info Systems transfers as BUSI 240 Intro to Info Sys & Busi App COMM 101 Public Speaking transfers as GE COMM 111 Public Communication COMM 220 Intro to Mass Communication transfers as COMM 200 Intro to Mass Communication COUN 110 Coll Success Skills transfers as GE GE 100 First-Year Seminar CS 112 Intro to Comp Science II: Java transfers as CS 125 ENGR 125 Intro to Computer Science II Intro to Computer Science II CSIT 120 Fundamentals of Computer Infor transfers as BUSI 240 Intro to Info Sys & Busi App DRAM 105 Intro to Theatre transfers as GE THTR 115 Introduction to Theater DRAM 130 Acting I transfers as THTR 113 Acting Fundamentals ECON 101 Princ of Economics: Macro transfers as GE ECON 250 Principles of Macroeconomics ECON 102 Princ of Economics: Micro transfers as ECON 251 Principles of Microeconomics ENGL 100 Composition and Reading transfers as GE WRIT 110 Writing 1 ENGL 201 Crit Think/Comp/Lit transfers as GE ENGL 111 Studies in Literature FILM 110 Film History transfers as GE CINE 285 History of Film FREN 101 Elementary French (First Sem) transfers as GE FREN 101 Elementary French I FREN 102 Elementary French (Second Sem) transfers as GE FREN 102 Elementary French II FREN 201 Intermediate French (Third Sem transfers as FREN 201 Intermediate French I FREN 202 Intermediate French (Fourth Se transfers as FREN 202 Intermediate French II GEOG 101 GEOG 101L Physical Geography Physical Geography Lab transfers as GE GE GE Natural Sciences GE Natural Sciences Laboratory GEOG 104 World Geography transfers as HIST 210 World Geography GEOL 101 GEOL 101L General Geology General Geology Lab transfers as GE PHYC 130 Earth Science XXXX 101 Intro to Aging transfers as PSYC 355 Psych of Adult Development GRMN 101 Elementary German (First Sem) transfers as GE GERM 101 Elementary German I GRMN 102 Elementary German (Second Sem) transfers as GE GERM 102 Elementary German II GRMN 201 Intermediate German (Third Sem transfers as GERM 201 Intermediate German I GRMN 202 Intermediate German transfers as GERM 202 Intermediate German II HEAL 100 Nutrition Today transfers as UNRS 120 Fund. of Human Nutrition HEAL 101 Principles of Health transfers as GE PE 240 Health Education HEAL 101L Physical Fitness transfers as GE GE Fitness for Life HIST 100 World Hist to 1500 transfers as GE HIST 120 World Civilizations to 1648 HIST 101 World History since 1500 transfers as GE HIST 121 World Civilizations Since 1648 HIST 102 World History transfers as GE HIST 121 World Civilizations Since 1648 HIST 103 Western Civilization transfers as GE HIST 120 World Civilizations to 1648 HIST 104 Western Civilization transfers as GE HIST 121 World Civilizations Since 1648 HIST 108 History of Africa transfers as GE GE Humanities: History HIST 110 United States History to 1877 transfers as GE HIST 151 US History to 1877 HIST 111 United States Hist Since 1877 transfers as GE HIST 152 US History Since 1877 HIST 116 History of the Americas transfers as GE GE Humanities: History HIST 117 History of the Americas transfers as GE GE Humanities: History HIST 145 African-American transfers as GE GE Humanities: History HIST 146 African-American transfers as GE GE Humanities: History HUMN 101 Intro to the Arts transfers as GE GE Humanities: Fine Arts HUMN 201 Humanities of the West: Pre-Hi transfers as GE GE Humanities: History HUMN 202 Humanities of the West: Renais transfers as GE GE Humanities: History HUMN 205 Women in West Art and Lit transfers as GE GE Intercultural Competence HUMN 250 American Studies transfers as GE GE Humanities: History HUMN 251 American Studies transfers as GE GE Humanities: History ITAL 101 Elementary Italian (First Sem) transfers as GE GE Foreign Language 1st Qtr ITAL 102 Elementary Italian (Second Sem transfers as GE GE Foreign Language 2nd Qtr JAPN 101 Elem Japanese (First Sem) transfers as GE JAPA 101 Elementary Japanese I JAPN 102 Elem Japanese (Second Sem) transfers as GE JAPA 102 Elementary Japanese II JAPN 201 Intermediate Japanese (Third S transfers as GE GE Foreign Language 3rd Qtr JAPN 202 Intermediate Japanese (Fourth transfers as GE GE Foreign Language 4th Qtr KINE 101L Physical Fitness transfers as GE GE Fitness for Life KINE 111 Cardio Conditioning transfers as GE GE Fitness for Life KINE 112 Cardiorespiratory Stabilizatio transfers as GE GE Fitness for Life KINE 114 Cardiorespiratory Power Traini transfers as GE GE Fitness for Life KINE 117 Basketball Competition transfers as GE GE Fitness for Life KINE 118 Basketball Techniques transfers as GE GE Fitness for Life KINE 120 Golf, Beginning transfers as PE 102 Leisure Time Prep: Golf KINE 121 Golf, Intermediate transfers as PE 102 Leisure Time Prep: Golf KINE 136 Tennis, Beginning transfers as PE 104 Leisure Time Prep: Tennis KINE 137 Tennis, Intermediate transfers as PE 104 Leisure Time Prep: Tennis KINE 142 Weight Training transfers as GE FFL 116 Fit for Life: Weight Training KINE 150 Beginning Yoga transfers as GE GE Fitness for Life KINE 154 Intermediate Yoga transfers as GE GE Fitness for Life KINE 155 Advanced Yoga transfers as GE GE Fitness for Life KINE 171 Intercollegiate Basketball M/W transfers as GE GE Fitness for Life KINE 188 Intercollegiate Soccer M/W transfers as GE GE Fitness for Life KINE 236 Tennis, Advanced transfers as GE GE Fitness for Life LIT 120 Intro to Literature transfers as GE ENGL 111 Studies in Literature LIT 250 American Lit: First Contact Th transfers as GE GE Humanities: Literature LIT 251 American Lit: Mid-1800s to transfers as GE GE Humanities: Literature LIT 260 English Lit transfers as GE ENGL 222 English Literature to 1789 LIT 261 English Lit transfers as GE ENGL 232 English Literature Since 1789 LIT 270 World Literature to 1600 transfers as GE GE Humanities: Literature LIT 271 World Literature Since 1600 transfers as GE GE Humanities: Literature MATH 103 Statistics transfers as GE MATH 130 Introduction to Statistics MATH 105 Concepts & Structures of Elem transfers as MATH 201 Math Concepts for Elem Teacher MATH 115 Calculus W/Applications transfers as MATH 151 Applied Calculus I MATH 125 College Algebra transfers as GE MATH 110 College Algebra MATH 130 Trigonometry transfers as GE GE Quantitative Literacy MATH 135 Pre-Calculus Math transfers as MATH 150 Precalculus MATH 150 Calculus & Analytic Geo I transfers as MATH 165 Calculus I MATH 155 Calculus & Analytic Xxx XX transfers as MATH 166 MATH 167 Calculus II Sequences and Series MATH 226 Discrete Math transfers as MATH 280 Discrete Mathematics and Proof MATH 260 Calculus & Analytic Geo III transfers as MATH 268 MATH 269 Multivariable Calculus Vector Calculus MATH 265 Differential Equations transfers as GE GE Quantitative Literacy MATH 270 Linear Algebra transfers as GE GE Quantitative Literacy MUS 101 Music Theory I transfers as GE MUS 121 Music Theory I MUS 102 Theory II transfers as MUS 122 Music Theory II MUS 103 Musicianship transfers as MUS 133 Practical Musicianship I MUS 104 Inter. Musicianship transfers as MUS 134 Practical Musicianship II MUS 105 Music Fundamentals transfers as GE MUS 120 Music Fundamentals MUS 115 Intro to Music History transfers as GE GE Humanities: Fine Arts MUS 116 A Survey of World Music transfers as GE MUS 201 Introduction to World Music MUS 117 Music Appreciation transfers as GE GE Humanities: Fine Arts MUS 118 Music Appreciation transfers as GE GE Humanities: Fine Arts MUS 120 Beg Keyboard/Piano transfers as MUS 103 Beginning Piano Class MUS 121 Beg Keyboard/Piano II transfers as MUS 104 Elementary Piano Class MUS 130 Beginning Guitar transfers as MUS 110 Elementary Guitar Methods MUS 201 Adv Theory transfers as MUS 221 Music Theory III MUS 203 Adv Musicianship transfers as MUS 217 Practical Musicianship III MUS 220 Intermediate Keyboard/Piano I transfers as MUS 105 Intermediate Piano Class MUS 221 Interm Keyboard/Piano II transfers as MUS 106 Advanced - Intermediate Piano NUTR 100 Nutrition Today transfers as UNRS 120 Fund. of Human Nutrition OCEA 101 OCEA 101L Intro Oceanography Intro to Oceanography Lab transfers as GE GE GE Natural Sciences GE Natural Sciences Laboratory XXXX 101 Intro to Philosophy: Knowledge transfers as GE PHIL 100 Introduction to Philosophy PHSE 101L Physical Fitness transfers as GE GE Fitness for Life PHSE 111 Aerobics/Conditioning transfers as GE FFL 117 FFL: Cardio Strength Fusion PHSE 118 Basketball Techniques transfers as GE FFL 110 Fitness for Life:Basketball PHSE 120 Golf, Beg transfers as PE 102 Leisure Time Prep: Golf PHSE 121 Golf, Intermediate transfers as PE 102 Leisure Time Prep: Golf PHSE 136 Tennis, Beg transfers as PE 104 Leisure Time Prep: Tennis PHSE 137 Tennis, Intermediate transfers as PE 104 Leisure Time Prep: Tennis PHSE 140 Volleyball transfers as PE 103 Leisure Time Prep: Volleyball PHSE 141 Volleyball, Intermediate transfers as PE 103 Leisure Time Prep: Volleyball PHSE 142 Weight Training transfers as GE FFL 116 Fit for Life: Weight Training PHSE 150 Life Fitness transfers as GE GE Fitness for Life PHSE 171 Intercoll Basketball transfers as GE GE Fitness for Life PHSE 188 Intercollegiate Soccer, Women transfers as GE GE Fitness for Life PHYS 111 Intro Physics I transfers as GE PHYC 151 Physics for Life Sciences I PHYS 112 Intro Physics II transfers as PHYC 152 Physics for Life Sciences II PHYS 151 Prin of Physics I transfers as GE PHYC 161 Physics for Sci & Engineer I PHYS 152 Principles of Physics II transfers as PHYC 162 Physics for Sci & Engineer II PLSC 101 Introduction to Political Scie transfers as POLI 160 Introduction to Politics PLSC 102 American Institutions and Hist transfers as XX XXXX 150 American Government PLSC 103 Comparative Government transfers as GE GE Civic Know. & Engagement PLSC 150 Intro to International Relatio transfers as GE GE Civic Know. & Engagement PSYC 101 General Psychology transfers as GE PSYC 110 General Psychology PSYC 101H General Psychology Honors transfers as GE PSYC 110 General Psychology PSYC 103 Social Psychology transfers as PSYC 320 Social Psychology PSYC 104 Stats for Behavioral Science transfers as GE MATH 130 Introduction to Statistics PSYC 114 Abnormal Psych transfers as PSYC 360 Abnormal Psychology PSYC 121 Human Development transfers as GE PSYC 290 Human Growth and Development PSYC 145 Psych/Sociology of the Family transfers as PSYC 445 Psychology of the Family PSYC 205 Research Methods in Psychology transfers as GE PSYC 362 Research Methods in Psychology PSYC 211 Learning & Behavior Modificati transfers as PSYC 405 Psychology of Learning PSYC 260 Physiological Psych transfers as PSYC 292 Intro to Brain and Behavior SOC 101 Intro to Sociology transfers as GE SOC 120 Introduction to Sociology SOC 102 Social Problems transfers as SOC 225 Contemporary Social Problems SOC 103 Social Psychology transfers as PSYC 320 Social Psychology SOC 104 Statistics for Behavioral Scie transfers as GE MATH 130 Introduction to Statistics SOC 104H Stats for Behavioral Sciences transfers as GE MATH 130 Introduction to Statistics SOC 145 Sociology of the Family transfers as PSYC 445 Psychology of the Family SPAN 101 Elem Spanish First Semester transfers as GE SPAN 101 Elementary Spanish I SPAN 102 Elem Spanish Second Semester transfers as GE SPAN 102 Elementary Spanish II SPAN 201 Inter Spanish Third Semester transfers as SPAN 201 Intermediate Spanish I SPAN 202 Interm Spanish 4th Semester transfers as SPAN 202 Intermediate Spanish II
Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.
Real Estate Leases (a) Neither BGH Holdings nor BRH Holdings leases any real estate. Seller does not own or lease any real estate used in connection with the businesses of BGH Holdings, BRH Holdings, or the Companies. (b) Schedule 4.16 sets forth a list of all of the leases or rights of occupancy pursuant to which the Companies (or any of them) lease or sublease any real property or interest therein (collectively, the "Leases"), including the identification of each of the Lessors thereof and the street addresses of the real estate demised under any of the Leases (collectively, the "Leased Real Estate"). Except as set forth in Schedule 4.16, one or more of the Companies is the lessee under all Leases, and no party other than one or more of the Companies has any right to possession, occupancy or use of any of the Leased Real Estate. A true and correct copy of each of the Leases has been delivered to Buyer, together with all amendments and modifications thereto, and no changes, amendments or modifications have been made thereto since the date of such delivery, except as permitted by Section 3.02 (k). Each of the Leases is valid and is in full force and effect and is binding and enforceable in accordance with its terms except to the extent such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles. Except as set forth in Schedule 4.16, none of the Companies is in default (after expiration of applicable cure or grace periods) under any provision of any of the Leases, the failure of which to perform would permit the lessor thereunder to terminate such Lease, and, to Seller's knowledge, no event has occurred which (with or without notice, lapse of time or both) would render any of the Companies in default under any of such provisions which default would permit the lessor thereunder to terminate such Lease. To the knowledge of Seller, BRH Holdings, BGH Holdings, or the Companies, no other party to any of the Leases is in default under any of the material commitments and obligations thereof, and no event has occurred which (with or without notice, lapse of time or both) would render any such other party in default under any of such provisions. (c) Except as set forth in Schedule 4.16, the Companies are in actual possession of the Leased Real Estate. Except as set forth in Schedule 4.16, the Companies have good and valid title to all the leasehold estates conveyed under the Leases free and clear of all Liens except for (i) (A) those provided under the relevant lease; (B) matters shown on Schedule 4.16; and (C) defects of title, conditions, easements, covenants or restrictions, if any, none of which items referred to clauses (A), (B) or (C) above is substantial in amount, and none of which, individually or in the aggregate, materially impairs or grants or evidences rights which, if exercised, would materially impair the current use of the affected property in the manner such property is currently being used by the Companies, or impairs the operations of any of the Companies; (ii) zoning or land use ordinances, none of which, to Seller's knowledge, individually or in the aggregate, materially impairs the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies; and (iii) liens for taxes not yet due and payable (iv) any mortgage liens granted by any lessor under any of the Leases of the lessor's interest in the underlying real estate or the Leases. To Seller's knowledge, none of the Companies has received written notice of any violation of or non-conformity with any zoning, subdivision, wetlands or other similar law, code, rule, regulation or ordinance from any governmental authority with respect to any of the Leased Real Estate, or of any condemnation action, eminent domain proceeding or other litigation concerning any of such properties. (d) Except as set forth in Schedule 4.16, the basic rent, all additional rent and all other charges and amounts payable under the Leases have been paid to date and not more than one month in advance. All work required to be performed under the Leases by the landlords thereunder or by any of the Companies have been performed, and, to the extent that any of the Companies is responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such landlord as reimbursement therefor, except for items which any of the Companies is disputing in good faith (which items are set forth in Schedule 4.16). (e) Except as set forth on Schedule 4.16, there are no brokerage commissions or finder's fees due from Seller or any of the Companies which are unpaid with regard to any of the Leases or the Leased Real Estate or which will become due at any time in the future with regard to the Leases or the Leased Real Estate. (f) Except as set forth in Schedule 4.16, there have been no casualties which are reasonably likely to result in the termination of any of the Leases or the exercise of any buy-out provision contained in any of the Leases relative to damage by casualty. (g) Except as set forth on Schedule 4.16, (i) no consent of any of the lessors under any of the Leases is required by reason of any of the transactions contemplated by this Agreement, and (ii) none of the rights of any of the Companies under any of the Leases will be impaired by the consummation of the transactions contemplated by this Agreement and all of such rights will be enforceable by the Companies after the Closing Date without the consent or agreement of any other party, including all rights to purchase any of the Leased Real Estate or to renew any of the Leases pursuant to options to purchase or renew contained in any of the Leases. Any lessor under any of the Leases whose consent or agreement is required is identified as such on Schedule 4.16.
Equipment; Leasehold (a) All material items of equipment and other tangible assets owned by or leased to the Company are adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the Company's business in the manner in which such business is currently being conducted. (b) The Company does not own any real property or any interest in real property, except for the leasehold created under the real property lease identified in Part 2.10 of the Disclosure Schedule.
Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that: