CURRENTLY DUE AND PAYABLE OTHER CHARGES RELATING TO EACH OF THE PROPERTIES AND
SUBSTITUTE PROPERTY.
59
(P)
BORROWER SHALL HAVE PAID OR REIMBURSED LENDER FOR ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES ACTUALLY INCURRED BY LENDER (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS OF OUTSIDE COUNSEL) IN
CONNECTION WITH THE RELEASE AND SUBSTITUTION, AND BORROWER SHALL HAVE PAID ALL
RECORDING CHARGES, FILING FEES, TAXES OR OTHER EXPENSES (INCLUDING, WITHOUT
LIMITATION, MORTGAGE AND INTANGIBLES TAXES AND DOCUMENTARY STAMP TAXES) PAYABLE
IN CONNECTION WITH THE SUBSTITUTION. BORROWER SHALL HAVE PAID ALL COSTS AND
EXPENSES OF THE RATING AGENCIES INCURRED IN CONNECTION WITH THE SUBSTITUTION.
(Q)
LENDER SHALL HAVE RECEIVED ANNUAL OPERATING STATEMENTS AND
OCCUPANCY STATEMENTS FOR THE SUBSTITUTE PROPERTY FOR THE MOST CURRENT COMPLETED
FISCAL YEAR AND A CURRENT OPERATING STATEMENT FOR THE RELEASE PROPERTY, EACH
CERTIFIED BY BORROWER TO LENDER AS BEING TRUE AND CORRECT IN ALL MATERIAL
RESPECTS, AND A CERTIFICATE FROM BORROWER CERTIFYING THAT THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OF THE SUBSTITUTE PROPERTY
SINCE THE DATE OF SUCH OPERATING STATEMENTS.
(R)
BORROWER SHALL HAVE DELIVERED TO LENDER ESTOPPEL CERTIFICATES
FROM ALL TENANTS UNDER MAJOR LEASES AT THE SUBSTITUTE PROPERTY. ALL SUCH
ESTOPPEL CERTIFICATES SHALL BE IN THE FORM OR CONTAINING THOSE STATEMENTS
REQUIRED UNDER SUCH MAJOR LEASE OR SUBSTANTIALLY IN THE FORM APPROVED BY LENDER
IN CONNECTION WITH THE ORIGINATION OF THE LOAN AND SHALL INDICATE THAT (1) THE
SUBJECT MAJOR LEASE IS A VALID AND BINDING OBLIGATION OF THE TENANT THEREUNDER,
(2) TO THE TENANT'S KNOWLEDGE, THERE ARE NO DEFAULTS UNDER SUCH MAJOR LEASE ON
THE PART OF THE LANDLORD OR TENANT THEREUNDER, (3) THE TENANT THEREUNDER HAS NO
KNOWLEDGE OF ANY DEFENSE OR OFFSET TO THE PAYMENT OF RENT UNDER SUCH LEASE, (4)
NO RENT UNDER SUCH LEASE HAS BEEN PAID MORE THAN ONE (1) MONTH IN ADVANCE, (5)
THE TENANT THEREUNDER HAS NO OPTION UNDER SUCH LEASE TO PURCHASE ALL OR ANY
PORTION OF THE SUBSTITUTE PROPERTY, AND (6) ALL TENANT IMPROVEMENT WORK REQUIRED
UNDER SUCH LEASE HAS BEEN SUBSTANTIALLY COMPLETED AND THE TENANT UNDER SUCH
LEASE IS IN ACTUAL OCCUPANCY OF ITS LEASED PREMISES. IF AN ESTOPPEL CERTIFICATE
INDICATES THAT ALL TENANT IMPROVEMENT WORK REQUIRED UNDER THE SUBJECT LEASE HAS
NOT YET BEEN COMPLETED, BORROWER SHALL DELIVER TO LENDER FINANCIAL STATEMENTS
INDICATING THAT BORROWER HAS ADEQUATE FUNDS TO PAY ALL COSTS RELATED TO SUCH
TENANT IMPROVEMENT WORK AS REQUIRED UNDER SUCH LEASE.
(S)
LENDER SHALL HAVE RECEIVED COPIES OF ALL MAJOR LEASES DEMISING
SPACE AT THE SUBSTITUTE PROPERTY CERTIFIED BY BORROWER AS BEING TRUE AND
CORRECT.
(T)
INTENTIONALLY OMITTED.
(U)
INTENTIONALLY OMITTED.
(V)
LENDER SHALL HAVE RECEIVED A PHYSICAL CONDITIONS REPORT WITH
RESPECT TO THE SUBSTITUTE PROPERTY STATING THAT THE SUBSTITUTE PROPERTY AND ITS
USE COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LEGAL REQUIREMENTS
(INCLUDING, WITHOUT LIMITATION, ZONING, SUBDIVISION AND BUILDING LAWS) AND THAT
THE SUBSTITUTE PROPERTY IS IN GOOD CONDITION AND REPAIR AND FREE OF DAMAGE OR
WASTE IN ALL MATERIAL RESPECTS. IF COMPLIANCE WITH APPLICABLE