EXECUTED AND DELIVERED WITH RESPECT TO THE RELATED
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SUBSTITUTED PROPERTY SUBJECT TO MODIFICATIONS REFLECTING THE REPLACEMENT
PROPERTY AS THE PROPERTY THAT IS THE SUBJECT OF SUCH DOCUMENTS AND SUCH
MODIFICATIONS REFLECTING THE LAWS OF THE STATE IN WHICH THE REPLACEMENT PROPERTY
IS LOCATED AS SHALL BE RECOMMENDED BY THE COUNSEL ADMITTED TO PRACTICE IN SUCH
STATE AND DELIVERING THE OPINION AS TO THE ENFORCEABILITY OF SUCH DOCUMENTS
REQUIRED PURSUANT TO CLAUSE (XIV) BELOW.
THE MORTGAGE ENCUMBERING THE
REPLACEMENT PROPERTY SHALL SECURE ALL AMOUNTS EVIDENCED BY THE NOTE AND GUARANTY
EXECUTED BY THE APPLICABLE BORROWER.
(X)
EACH OF BORROWER, GUARANTOR AND INDEMNITOR SHALL HAVE EXECUTED
AND DELIVERED TO LENDER AN INSTRUMENT RATIFYING ITS RESPECTIVE INDEMNIFICATION
AND/OR GUARANTY OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS NOTWITHSTANDING THE
APPLICABLE PROPERTY SUBSTITUTION, WHICH INSTRUMENT SHALL BE IN FORM AND
SUBSTANCE SATISFACTORY TO LENDER IN ITS REASONABLE DISCRETION.
(XI)
LENDER SHALL HAVE RECEIVED (A) ANY "TIE-IN" OR SIMILAR
ENDORSEMENT (IF AVAILABLE) TO EACH APPLICABLE TITLE INSURANCE POLICY INSURING
THE LIEN OF AN EXISTING MORTGAGE AS OF THE DATE OF THE SUBSTITUTION AVAILABLE
WITH RESPECT TO THE TITLE INSURANCE POLICY INSURING THE LIEN OF THE MORTGAGE
WITH RESPECT TO THE REPLACEMENT PROPERTY AND (B) A TITLE INSURANCE POLICY (OR A
MARKED, SIGNED AND REDATED COMMITMENT TO ISSUE SUCH TITLE INSURANCE POLICY)
INSURING THE LIEN OF THE MORTGAGE ENCUMBERING THE REPLACEMENT PROPERTY, ISSUED
BY THE TITLE COMPANY THAT ISSUED THE TITLE INSURANCE POLICIES INSURING THE LIEN
OF THE EXISTING MORTGAGES AND DATED AS OF THE DATE OF THE SUBSTITUTION.
THE
TITLE INSURANCE POLICY ISSUED WITH RESPECT TO THE REPLACEMENT PROPERTY SHALL
(1) PROVIDE COVERAGE IN THE AMOUNT OF THE RELATED NOTE IF THE "TIE-IN" OR
SIMILAR ENDORSEMENT DESCRIBED ABOVE IS AVAILABLE OR, IF SUCH ENDORSEMENT IS NOT
AVAILABLE, IN AN AMOUNT EQUAL TO ONE HUNDRED TWENTY-FIVE PERCENT (125%) OF THE
SUCH AMOUNT, (2) INSURE LENDER THAT THE RELEVANT MORTGAGE CREATES A VALID FIRST
PRIORITY LIEN ON THE REPLACEMENT PROPERTY ENCUMBERED THEREBY, FREE AND CLEAR OF
ALL EXCEPTIONS FROM COVERAGE OTHER THAN PERMITTED ENCUMBRANCES AND STANDARD
EXCEPTIONS AND EXCLUSIONS FROM COVERAGE (AS MODIFIED BY THE TERMS OF ANY
ENDORSEMENTS), (3) CONTAIN SUCH ENDORSEMENTS AND AFFIRMATIVE COVERAGES (IF
AVAILABLE) AS ARE CONTAINED IN THE TITLE INSURANCE POLICIES INSURING THE LIENS
OF THE EXISTING MORTGAGES, AND (4) NAME LENDER, TOGETHER WITH ITS SUCCESSORS AND
ASSIGNS, AS THE INSURED.
LENDER ALSO SHALL HAVE RECEIVED COPIES OF PAID
RECEIPTS OR OTHER EVIDENCE SHOWING THAT ALL PREMIUMS IN RESPECT OF SUCH
ENDORSEMENTS AND TITLE INSURANCE POLICIES HAVE BEEN PAID.
(XII)
LENDER SHALL HAVE RECEIVED A TITLE SURVEY FOR EACH REPLACEMENT
PROPERTY, DATED WITHIN THIRTY (30) DAYS OF THE SUBSTITUTION, CERTIFIED TO THE
TITLE COMPANY AND LENDER AND THEIR SUCCESSORS AND ASSIGNS, IN THE MATERIALLY
SAME FORM AND HAVING THE SAME CONTENT AS THE CERTIFICATION OF THE SURVEY OF THE
SUBSTITUTED PROPERTY PREPARED BY A PROFESSIONAL LAND SURVEYOR LICENSED IN THE
STATE IN WHICH THE REPLACEMENT PROPERTY IS LOCATED AND ACCEPTABLE TO THE RATING
AGENCIES IN ACCORDANCE WITH THE 2006 MINIMUM STANDARD