LEGAL
REQUIREMENT, AND (2) A CERTIFICATE FROM MORTGAGE BORROWER STATING THAT ALL SUCH
REMEDIATION WORK HAS BEEN PAID IN FULL OR WILL BE PAID FOR OUT OF THE AMOUNTS
RESERVED WITH MORTGAGE LENDER. IN THE EVENT THAT MORTGAGE LENDER ELECTS NOT TO
REQUIRE SUCH DEPOSIT, BORROWER SHALL DELIVER SUCH DEPOSIT TO LENDER.
(M)
BORROWER SHALL DELIVER OR CAUSE TO BE DELIVERED TO LENDER (A)
UPDATES OR, IF THE SUBSTITUTE PROPERTY IS TO BE OWNED BY AN AFFILIATE OF
BORROWER, ORIGINALS, IN EITHER CASE CERTIFIED BY BORROWER OR SUCH AFFILIATE, AS
APPLICABLE, OF ALL ORGANIZATIONAL DOCUMENTATION RELATED TO BORROWER OR SUCH
AFFILIATE, AS APPLICABLE, AND/OR THE FORMATION, STRUCTURE, EXISTENCE, GOOD
STANDING AND/OR QUALIFICATION TO DO BUSINESS DELIVERED TO LENDER
47
ON THE CLOSING DATE; (B) GOOD STANDING CERTIFICATES, CERTIFICATES OF
QUALIFICATION TO DO BUSINESS IN THE JURISDICTION IN WHICH THE SUBSTITUTE
PROPERTY IS LOCATED (IF REQUIRED IN SUCH JURISDICTION); AND (C) RESOLUTIONS OF
BORROWER OR SUCH AFFILIATE, AS APPLICABLE, AUTHORIZING THE SUBSTITUTION AND ANY
ACTIONS TAKEN IN CONNECTION WITH SUCH SUBSTITUTION.
(N)
LENDER SHALL HAVE RECEIVED THE FOLLOWING OPINIONS OF BORROWER'S
COUNSEL: (A) AN OPINION OR OPINIONS OF COUNSEL STATING THAT THE LOAN DOCUMENTS
DELIVERED WITH RESPECT TO THE SUBSTITUTE PROPERTY PURSUANT TO CLAUSE (H) ABOVE
ARE VALID AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, SUBJECT TO THE LAWS
APPLICABLE TO CREDITORS' RIGHTS AND EQUITABLE PRINCIPLES; (B) AN OPINION OF
COUNSEL ACCEPTABLE TO THE RATING AGENCIES, IF THE LOAN IS PART OF A
SECURITIZATION, OR REASONABLY ACCEPTABLE TO A PRUDENT INSTITUTIONAL MORTGAGE
LOAN LENDER, IF THE LOAN IS NOT PART OF A SECURITIZATION, STATING THAT THE LOAN
DOCUMENTS DELIVERED WITH RESPECT TO THE SUBSTITUTE PROPERTY PURSUANT TO THIS
SECTION ARE DULY AUTHORIZED, EXECUTED AND DELIVERED BY BORROWER AND THAT THE
EXECUTION AND DELIVERY OF SUCH LOAN DOCUMENTS AND THE PERFORMANCE BY BORROWER OF
ITS OBLIGATIONS THEREUNDER WILL NOT CAUSE A BREACH OF, OR A DEFAULT UNDER, ANY
AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH BORROWER IS A PARTY OR BY WHICH IT OR
ITS PROPERTIES ARE BOUND; AND (C) AN UPDATE OF THE INSOLVENCY OPINION INDICATING
THAT THE SUBSTITUTION DOES NOT AFFECT THE OPINIONS SET FORTH THEREIN.
(O)
BORROWER SHALL HAVE CAUSED MORTGAGE BORROWER TO (I) HAVE PAID,
(II) HAVE ESCROWED WITH MORTGAGE LENDER OR (III) BE CONTESTING IN ACCORDANCE
WITH THE TERMS HEREOF, ALL BASIC CARRYING COSTS RELATING TO EACH OF THE
PROPERTIES AND THE SUBSTITUTE PROPERTY, INCLUDING WITHOUT LIMITATION, (A)
ACCRUED BUT UNPAID INSURANCE PREMIUMS RELATING TO EACH OF THE PROPERTIES AND THE
SUBSTITUTE PROPERTY, AND (B) CURRENTLY DUE AND PAYABLE TAXES (INCLUDING ANY IN
ARREARS) RELATING TO EACH OF THE PROPERTIES AND THE SUBSTITUTE PROPERTY AND (C)
CURRENTLY DUE AND PAYABLE OTHER CHARGES RELATING TO EACH OF THE PROPERTIES AND
SUBSTITUTE PROPERTY.
(P)
BORROWER SHALL HAVE PAID OR REIMBURSED LENDER FOR ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES ACTUALLY INCURRED BY LENDER (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS OF OUTSIDE COUNSEL) IN
CONNECTION WITH THE RELEASE AND SUBSTITUTION, AND BORROWER SHALL HAVE PAID ALL
RECORDING CHARGES, FILING