TO THE LEASES, (XI) WHETHER OR NOT, TO
BORROWER'S ACTUAL KNOWLEDGE AFTER DUE INQUIRY OF THE MANAGER, ANY OF THE LESSEES
UNDER THE LEASES ARE IN DEFAULT UNDER THE LEASES, AND, IF ANY OF THE LESSEES ARE
IN DEFAULT, SETTING FORTH THE SPECIFIC NATURE OF ALL SUCH DEFAULTS, (XII) THE
AMOUNT OF SECURITY DEPOSITS HELD BY MORTGAGE BORROWER UNDER EACH LEASE AND THAT
SUCH AMOUNTS ARE CONSISTENT WITH THE AMOUNTS REQUIRED UNDER EACH LEASE, AND
(XIII) AS TO ANY OTHER MATTERS REASONABLY REQUESTED BY LENDER AND REASONABLY
RELATED TO THE OBLIGATIONS, THE PROPERTIES, THIS AGREEMENT, THE COLLATERAL OR
ANY MORTGAGE PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED MORTGAGE
BORROWER ENTITY. WITH RESPECT TO CLAUSES (IX), (X), (XI) AND (XII) ABOVE, SUCH
CERTIFICATIONS SHALL ONLY BE INCLUDED IN SUCH STATEMENT IF REQUESTED BY THE
RATING AGENCIES OR THE INVESTORS AND SUCH CERTIFICATIONS MAY ONLY BE REQUESTED
BY LENDER ONCE IN ANY CALENDAR YEAR.
(B)
UPON WRITTEN REQUEST BY BORROWER TO LENDER, LENDER SHALL PROVIDE
AN ESTOPPEL CERTIFICATE TO BORROWER WHICH STATES (A) THE CURRENT PRINCIPAL
BALANCE OF THE NOTE AND THE DATE TO WHICH INTEREST HAS BEEN PAID, (B) THE
APPLICABLE INTEREST RATE, (C) THE DATE INSTALLMENTS OF INTEREST AND/OR PRINCIPAL
WERE LAST RECEIVED BY LENDER, (D) THE MATURITY DATE, AND (E) THAT, EXCEPT AS
PROVIDED IN SUCH ESTOPPEL CERTIFICATE, TO LENDER'S KNOWLEDGE, NO DEFAULT ON THE
PART OF BORROWER UNDER THE NOTE, THIS AGREEMENT, THE PLEDGE AGREEMENT OR THE
OTHER LOAN DOCUMENTS HAS OCCURRED AND IS CONTINUING. LENDER SHALL NOT BE
REQUIRED TO DELIVER SUCH AN ESTOPPEL CERTIFICATE MORE THAN ONE (1) TIME IN ANY
TWELVE-MONTH PERIOD.
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(C)
BORROWER SHALL USE, AND SHALL CAUSE MORTGAGE BORROWER TO USE,
COMMERCIALLY REASONABLE EFFORTS (AND BEST EFFORTS IN CONNECTION WITH A
SECURITIZATION OR SYNDICATION, EXCLUDING LITIGATION OR THE PAYMENT OF ANY
REQUIRED PURCHASE PRICE OR OTHER COMPENSATION FOR SAME TO TENANTS) TO OBTAIN AND
DELIVER TO LENDER, PROMPTLY UPON LENDER'S REQUEST (TO BE MADE NO MORE FREQUENTLY
BY LENDER OR MORTGAGE LENDER THAN ONCE IN ANY TWELVE-MONTH PERIOD, UNLESS SUCH
REQUEST IS MADE IN CONNECTION WITH A SECURITIZATION OR SYNDICATION), DULY
EXECUTED ESTOPPEL CERTIFICATES FROM THE LESSEES UNDER ONE OR MORE MAJOR LEASES,
AS REQUIRED BY LENDER, ATTESTING TO SUCH FACTS REGARDING SUCH MAJOR LEASES AS
LENDER MAY REASONABLY REQUIRE, INCLUDING BUT NOT LIMITED TO ATTESTATIONS THAT
EACH MAJOR LEASE COVERED THEREBY IS IN FULL FORCE AND EFFECT WITH NO DEFAULTS
THEREUNDER ON THE PART OF ANY PARTY, THAT NONE OF THE RENTS PAYABLE UNDER SUCH
MAJOR LEASE HAVE BEEN PAID MORE THAN ONE MONTH IN ADVANCE, AND THAT THE LESSEE
CLAIMS NO DEFENSE OR OFFSET AGAINST THE FULL AND TIMELY PERFORMANCE OF ITS
OBLIGATIONS UNDER SUCH MAJOR LEASE.
5.1.14
Loan Proceeds.
Borrower shall use the proceeds of the Loan received by it on the Closing Date
only for the purposes set forth in Section 2.1.4 hereof.
5.1.15
Performance by Borrower.
(A)
BORROWER SHALL IN A TIMELY MANNER OBSERVE, PERFORM AND FULFILL
EACH AND EVERY COVENANT, TERM AND PROVISION OF EACH