BE
CONDUCTED IN EACH OF THE LOCATIONS REQUIRED BY AGENT.
(IX)
CONSENTS, LICENSES, APPROVALS, ETC.
AGENT
SHALL HAVE RECEIVED COPIES OF ALL CONSENTS, LICENSES AND APPROVALS, IF ANY,
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER
AND COLLATERAL AGENT, AND THE VALIDITY AND ENFORCEABILITY, OF THE LOAN
DOCUMENTS, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT.
(X)
CERTIFICATES OF OCCUPANCY, ZONING
REPORTS.
AGENT SHALL HAVE RECEIVED COPIES OF CERTIFICATES OF OCCUPANCY ISSUED
BY THE APPROPRIATE GOVERNMENTAL AUTHORITY OF THE JURISDICTION IN WHICH THE
PROPERTY IS LOCATED REFLECTING, AND CONSISTENT WITH, THE USE OF THE PROPERTY AS
OF THE ADVANCE CLOSING DATE AND EVIDENCE THAT THE PROPERTY IS IN COMPLIANCE WITH
ALL APPLICABLE ZONING LAWS, RULES AND REGULATIONS (WHICH ITEMS MAY BE SATISFIED
THROUGH THE DELIVERY OF A REPORT FROM THE PLANNING AND ZONING RESOURCE
CORPORATION WITH RESPECT TO THE PROPERTY).
(XI)
ADDITIONAL REAL ESTATE MATTERS.
AGENT SHALL
HAVE RECEIVED SUCH OTHER REAL ESTATE RELATED CERTIFICATES AND DOCUMENTATION
RELATING TO THE PROPERTY AS AGENT MAY HAVE REASONABLY REQUESTED. SUCH
DOCUMENTATION SHALL INCLUDE THE FOLLOWING AS REQUESTED BY AGENT AND TO THE
EXTENT REASONABLY AVAILABLE:
(1)
A CERTIFIED COPY OF THE PURCHASE AND SALE
AGREEMENT (WITH EXHIBITS) FOR THE PROPERTY;
34
(2)
ESTOPPEL CERTIFICATES IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO AGENT IN RESPECT OF SUCH PERCENTAGE OF THE RENTABLE
SQUARE FOOTAGE RENTED TO COMMERCIAL TENANTS AS SHALL BE REASONABLY ACCEPTABLE TO
AGENT;
(3)
GRAPHICS (INCLUDING INTERIOR AND EXTERIOR
PHOTOGRAPHS, RENTAL BROCHURES AND A COMPETITIVE PROPERTIES MAP) AS REQUIRED BY
AGENT;
(4)
WITH RESPECT TO EACH CTL PROPERTY:
(A)
AT LEAST ONE SIGNED COPY OF THE CREDIT LEASE,
(B)
AT LEAST ONE SIGNED COPY OF EACH AMENDMENT,
MODIFICATION, ASSIGNMENT, AND ASSUMPTION OF THE CREDIT LEASE,
(C)
AT LEAST ONE SIGNED COPY OF THE GUARANTY OF A
CREDIT LEASE (A "LEASE GUARANTY"), IF ANY,
(D)
A COPY OF THE OPINION OF COUNSEL FOR THE
CREDIT LEASE AND THE LEASE GUARANTY, IF ANY,
(E)
A COPY OF EVIDENCE OF FORMATION AND
AUTHORITY FOR THE TENANT AND ANY LEASE GUARANTOR, IF ANY,
(F)
A COPY OF THE "LEASE ENHANCEMENT POLICY" OR
"EXTENDED AMORTIZATION POLICY" OR "RESIDUAL VALUE INSURANCE POLICY" (THE "LEASE
INSURANCE POLICY"), IF ANY,
(G)
AN ESTOPPEL CERTIFICATE DATED NO EARLIER THAN
90 DAYS BEFORE THE DATE OF DELIVERY, ADDRESSED TO HOLDING COMPANY BORROWERS AND
HOLDING COMPANY BORROWERS' SUCCESSORS AND ASSIGNS, EXECUTED BY THE TENANT AND
THE GUARANTOR UNDER ANY LEASE GUARANTY (THE "LEASE GUARANTOR"),
(H)
A SUBORDINATION, NONDISTURBANCE, AND
ATTORNMENT AGREEMENT BETWEEN THE TENANT AND PROPERTY-OWNING BORROWER CONFIRMING
THE CONTINUATION OF THE CREDIT LEASE AFTER ANY FORECLOSURE UNDER THE LOAN (THE
"SNDA"),
(I)
AN ORIGINAL ASSIGNMENT OF THE SNDA FROM
PROPERTY-OWNING BORROWER IN BLANK, IN RECORDABLE FORM IF THE SNDA WAS IN
RECORDABLE FORM, AND
(J)
A UCC-1 FINANCING STATEMENT RELATING TO
THE ASSIGNMENT TO AGENT OF THE LEASE GUARANTY, THE SNDA, AND ANY CLAIMS UNDER
THE LEASE INSURANCE POLICY; AND
(5)
WITH RESPECT TO EACH GROUND LEASE:
35
(A)
(A) ORIGINAL GROUND