MORTGAGE PRIOR TO OR SUBSEQUENT TO
THE SECURITY INSTRUMENT ENCUMBERING THE PROPERTY IN WHICH PROCEEDING LENDER IS
MADE A PARTY, OR (C) OF THE BANKRUPTCY, INSOLVENCY, REHABILITATION OR OTHER
SIMILAR PROCEEDING IN RESPECT OF BORROWER OR ANY OF ITS CONSTITUENT PERSONS OR
AN ASSIGNMENT BY BORROWER OR ANY OF ITS CONSTITUENT PERSONS FOR THE BENEFIT OF
ITS CREDITORS, BORROWER, ITS SUCCESSORS OR ASSIGNS, SHALL BE CHARGEABLE WITH AND
AGREES TO PAY ALL COSTS OF COLLECTION AND DEFENSE, INCLUDING REASONABLE
ATTORNEYS' FEES AND COSTS, INCURRED BY LENDER OR BORROWER IN CONNECTION
THEREWITH AND IN CONNECTION WITH ANY APPELLATE PROCEEDING OR POST-JUDGMENT
ACTION INVOLVED THEREIN, TOGETHER WITH ALL REQUIRED SERVICE OR USE TAXES.
5.1.15
ESTOPPEL STATEMENT.
(A)
AFTER REQUEST BY LENDER, BORROWER SHALL
FURNISH TO LENDER WITHIN TEN (10) DAYS A STATEMENT, DULY ACKNOWLEDGED AND
CERTIFIED, SETTING FORTH (I)
THE AMOUNT OF THE ORIGINAL PRINCIPAL AMOUNT OF THE
NOTE, (II) THE UNPAID PRINCIPAL AMOUNT OF THE NOTE, (III) THE INTEREST RATE OF
THE NOTE, (IV) THE DATE INSTALLMENTS OF INTEREST AND/OR PRINCIPAL WERE LAST
PAID, (V) ANY KNOWN OFFSETS OR DEFENSES TO THE PAYMENT OF THE DEBT, IF ANY, AND
(VI) THAT THE NOTE, THIS AGREEMENT, THE SECURITY INSTRUMENT AND THE OTHER LOAN
DOCUMENTS ARE VALID, LEGAL AND BINDING OBLIGATIONS AND HAVE NOT BEEN MODIFIED OR
IF MODIFIED, GIVING PARTICULARS OF SUCH MODIFICATION.
50
(B)
BORROWER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER TO
LENDER UPON REQUEST, ESTOPPEL CERTIFICATES FROM THE GROUND LESSOR UNDER THE
GROUND LEASE AND EACH COMMERCIAL TENANT LEASING SPACE AT THE PROPERTY IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER; PROVIDED, HOWEVER, THAT
BORROWER SHALL NOT BE REQUIRED TO DELIVER SUCH CERTIFICATES MORE FREQUENTLY THAN
ONE (1) TIME IN ANY CALENDAR YEAR EXCEPT IN CONNECTION WITH A SECURITIZATION OR
AN EVENT OF DEFAULT.
(C)
WITHIN THIRTY (30) DAYS OF REQUEST BY BORROWER, LENDER SHALL
DELIVER TO BORROWER A STATEMENT SETTING FORTH THE ITEMS DESCRIBED AT (A)(I),
(II), (III) AND (IV) OF THIS SECTION 5.1.15.
5.1.16
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.
5.1.17
PERFORMANCE BY BORROWER.
BORROWER SHALL IN A TIMELY MANNER OBSERVE,
PERFORM AND FULFILL EACH AND EVERY COVENANT, TERM AND PROVISION OF EACH LOAN
DOCUMENT EXECUTED AND DELIVERED BY, OR APPLICABLE TO, BORROWER, AND SHALL NOT
ENTER INTO OR OTHERWISE SUFFER OR PERMIT ANY AMENDMENT, WAIVER, SUPPLEMENT,
TERMINATION OR OTHER MODIFICATION OF ANY LOAN DOCUMENT EXECUTED AND DELIVERED
BY, OR APPLICABLE TO, BORROWER WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER.
5.1.18
CONFIRMATION OF REPRESENTATIONS.
BORROWER SHALL DELIVER, IN
CONNECTION WITH ANY SECURITIZATION, (A) ONE (1) OR MORE OFFICER'S CERTIFICATES
CERTIFYING AS TO THE ACCURACY (OR DISCLOSING ANY INACCURACIES, AS APPLICABLE) OF
ALL REPRESENTATIONS MADE BY BORROWER IN THE LOAN DOCUMENTS AS OF THE DATE OF THE
CLOSING OF SUCH SECURITIZATION, AND (B) CERTIFICATES OF THE RELEVANT
GOVERNMENTAL AUTHORITIES IN ALL RELEVANT JURISDICTIONS INDICATING THE GOOD
STANDING AND QUALIFICATION OF BORROWER, PRINCIPAL AND GUARANTOR AS OF THE