PARTNER
INTEREST IN THE RELATED MEZZANINE A 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.
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(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.
(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, MORTGAGE LENDER OR MEZZANINE A 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 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.
(B)
BORROWER SHALL NOT CAUSE OR PERMIT MORTGAGE BORROWER TO ENTER INTO
OR OTHERWISE SUFFER OR PERMIT ANY AMENDMENT, WAIVER, SUPPLEMENT, TERMINATION OR
OTHER MODIFICATION OF ANY MORTGAGE LOAN DOCUMENT EXECUTED AND DELIVERED BY, OR
APPLICABLE TO, MORTGAGE BORROWER AS OF THE DATE HEREOF IN ANY MATERIAL RESPECT
WITHOUT THE PRIOR