IN ORDER TO COMPLY WITH
REGULATION S-X OR OTHER LEGAL REQUIREMENTS ARE OTHER THAN AS PROVIDED HEREIN,
THEN NOTWITHSTANDING THE PROVISIONS OF SECTION 5.11(C) HEREOF, LENDER MAY
REQUEST, AND BORROWER SHALL PROMPTLY PROVIDE, SUCH COMBINATION OF ACQUIRED
PROPERTY STATEMENT AND/OR STANDARD STATEMENTS OR SUCH OTHER FINANCIAL STATEMENTS
AS LENDER DETERMINES TO BE NECESSARY OR APPROPRIATE FOR SUCH COMPLIANCE.
(VI)
ANY REPORTS, STATEMENTS OR OTHER INFORMATION REQUIRED TO BE
DELIVERED UNDER THIS AGREEMENT SHALL BE DELIVERED IN PAPER FORM AND IN THE EVENT
THAT LENDER REQUIRES FINANCIAL STATEMENTS IN CONNECTION WITH SUBSECTION (C)
ABOVE BECAUSE THE LOAN WHEN COMBINED WITH THE PRINCIPAL AMOUNT OF ANY AFFILIATED
LOANS EQUAL OR EXCEED 20% OF THE AGGREGATE PRINCIPAL AMOUNT OF ALL MORTGAGE
LOANS INCLUDED IN A SECURITIZATION (DEFINED BELOW), BORROWER SHALL DELIVER SUCH
REPORTS, STATEMENTS AND OTHER INFORMATION (A) ON A DISKETTE, AND (B) IF
REQUESTED BY LENDER AND WITHIN THE CAPABILITIES OF BORROWER'S DATA SYSTEMS
WITHOUT CHANGE OR MODIFICATION THERETO, IN ELECTRONIC FORM AND PREPARED AND
SUBMITTED IN FORMAT ACCEPTABLE TO LENDER.
(D)
BORROWER AND BORROWER PRINCIPAL SHALL FURNISH LENDER WITH SUCH
OTHER ADDITIONAL FINANCIAL OR MANAGEMENT INFORMATION (INCLUDING STATE AND
FEDERAL TAX RETURNS) AS MAY, FROM TIME TO TIME, BE REASONABLY REQUIRED BY LENDER
IN FORM AND SUBSTANCE SATISFACTORY TO LENDER (INCLUDING, WITHOUT LIMITATION, ANY
FINANCIAL REPORTS REQUIRED TO BE DELIVERED BY ANY TENANT OR ANY GUARANTOR OF ANY
LEASE PURSUANT TO THE TERMS OF SUCH LEASE), AND SHALL FURNISH TO LENDER AND ITS
AGENTS CONVENIENT FACILITIES FOR THE EXAMINATION AND AUDIT OF ANY SUCH BOOKS AND
RECORDS.
(E)
ALL ITEMS REQUIRING THE CERTIFICATION OF BORROWER SHALL, EXCEPT
WHERE BORROWER IS AN INDIVIDUAL, REQUIRE A CERTIFICATE EXECUTED BY THE GENERAL
PARTNER, MANAGING MEMBER OR CHIEF EXECUTIVE OFFICER OF BORROWER, AS APPLICABLE
(AND THE SAME RULES SHALL APPLY TO ANY SOLE SHAREHOLDER, GENERAL PARTNER OR
MANAGING MEMBER WHICH IS NOT AN INDIVIDUAL).
Section 5.12.
ESTOPPEL STATEMENT
(A)
AFTER REQUEST BY LENDER, BORROWER SHALL WITHIN TEN (10) BUSINESS
DAYS FURNISH LENDER WITH A STATEMENT, DULY ACKNOWLEDGED AND CERTIFIED, SETTING
FORTH (I) THE AMOUNT OF THE ORIGINAL PRINCIPAL AMOUNT OF THE NOTE, (II) THE RATE
OF INTEREST ON THE NOTE, (III) THE UNPAID PRINCIPAL AMOUNT OF THE NOTE, (IV) THE
DATE INSTALLMENTS OF INTEREST AND/OR PRINCIPAL WERE LAST PAID, (V) ANY OFFSETS
OR DEFENSES TO THE PAYMENT OF THE DEBT, IF ANY, AND (VI) THAT THE NOTE, THIS
AGREEMENT, EACH MORTGAGE AND THE OTHER LOAN DOCUMENTS ARE VALID, LEGAL AND
BINDING OBLIGATIONS AND HAVE NOT BEEN MODIFIED OR IF MODIFIED, GIVING
PARTICULARS OF SUCH MODIFICATION.
(B)
BORROWER SHALL USE ITS BEST EFFORTS TO DELIVER TO LENDER, PROMPTLY
UPON REQUEST, DULY EXECUTED ESTOPPEL CERTIFICATES FROM (I) THE APPLICABLE LESSOR
UNDER EITHER GROUND LEASE PURSUANT TO THE APPLICABLE TERMS AND CONDITIONS OF THE
APPLICABLE GROUND LEASE ESTOPPEL AND AGREEMENT EXECUTED IN CONNECTION HEREWITH,
AND (II) ANY ONE OR MORE TENANTS AS REQUIRED BY
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LENDER ATTESTING TO SUCH FACTS REGARDING THE RELATED LEASE AS LENDER MAY
REQUIRE, INCLUDING, BUT NOT LIMITED TO ATTESTATIONS THAT EACH LEASE