A NEW
MANAGEMENT AGREEMENT FOR THE SUBSTITUTE PROPERTY, WHICH NEW MANAGEMENT AGREEMENT
SHALL BE REASONABLY ACCEPTABLE TO A PRUDENT INSTITUTIONAL MORTGAGE LOAN LENDER,
AND THE MANAGER THEREUNDER SHALL HAVE EXECUTED AND DELIVERED TO LENDER AN
AGREEMENT REGARDING MANAGEMENT AGREEMENT WITH RESPECT TO SUCH NEW MANAGEMENT
AGREEMENT ON SUBSTANTIALLY THE SAME TERMS AS USED IN CONNECTION WITH THE RELEASE
PROPERTY OR SUCH OTHER TERMS AS WOULD BE ACCEPTABLE TO A PRUDENT INSTITUTIONAL
MORTGAGE LOAN LENDER.
(Y)
LENDER SHALL HAVE RECEIVED SUCH OTHER APPROVALS, OPINIONS,
DOCUMENTS AND INFORMATION IN CONNECTION WITH THE SUBSTITUTION AS REQUESTED BY
THE RATING AGENCIES, IF THE LOAN IS PART OF A SECURITIZATION, OR BY LENDER
(APPLYING THE REQUIREMENTS OF A PRUDENT INSTITUTIONAL MORTGAGE LOAN LENDER), IF
THE LOAN IS NOT PART OF A SECURITIZATION.
(Z)
LENDER SHALL HAVE RECEIVED COPIES OF ALL CONTRACTS AND AGREEMENTS
RELATING TO THE LEASING AND OPERATION OF THE SUBSTITUTE PROPERTY (OTHER THAN THE
MANAGEMENT AGREEMENT), EACH OF WHICH SHALL BE IN SUCH FORM AND SUBSTANCE AS
WOULD BE SATISFACTORY TO A PRUDENT INSTITUTIONAL MORTGAGE LOAN LENDER.
(AA)
LENDER SHALL HAVE RECEIVED CERTIFIED COPIES OF ALL MATERIAL
CONSENTS, LICENSES AND APPROVALS OF RELEVANT GOVERNMENTAL AUTHORITIES, IF ANY,
REQUIRED TO BE OBTAINED BY MORTGAGE BORROWER IN CONNECTION WITH THE SUBSTITUTION
OF A SUBSTITUTE PROPERTY, AND EVIDENCE THAT SUCH CONSENTS, LICENSES AND
APPROVALS ARE IN FULL FORCE AND EFFECT.
(BB)
INTENTIONALLY OMITTED.
(CC)
INTENTIONALLY OMITTED.
(DD)
INTENTIONALLY OMITTED.
(EE)
IF MORTGAGE BORROWER OWNS A LEASEHOLD ESTATE IN THE SUBSTITUTE
PROPERTY, LENDER SHALL HAVE RECEIVED, (I) A CERTIFIED COPY OF THE GROUND LEASE
FOR THE SUBSTITUTE PROPERTY, TOGETHER WITH ALL AMENDMENTS AND MODIFICATIONS
THERETO AND A RECORDED
51
MEMORANDUM THEREOF, WHICH GROUND LEASE WOULD BE REASONABLY SATISFACTORY IN ALL
RESPECTS TO A PRUDENT INSTITUTIONAL MORTGAGE LOAN LENDER AND WHICH CONTAINS
CUSTOMARY LEASEHOLD MORTGAGEE PROVISIONS AND PROTECTIONS, AND WHICH SHALL
PROVIDE, AMONG OTHER THINGS, (A) FOR A REMAINING TERM OF NO LESS THAN 20 YEARS
FROM THE MATURITY DATE, (B) THAT THE GROUND LEASE SHALL NOT BE TERMINATED UNTIL
MORTGAGE LENDER HAS RECEIVED NOTICE OF A DEFAULT THEREUNDER AND HAS HAD A
REASONABLE OPPORTUNITY TO CURE OR COMPLETE FORECLOSURE, AND FAILS TO DO SO IN A
DILIGENT MANNER, (C) FOR A NEW LEASE ON THE SAME TERMS TO MORTGAGE LENDER AS
TENANT IF THE GROUND LEASE IS TERMINATED FOR ANY REASON, (D) THE NON-MERGER OF
FEE AND LEASEHOLD INTERESTS, AND (E) THAT INSURANCE PROCEEDS AND CONDEMNATION
AWARDS WILL BE APPLIED PURSUANT TO THE TERMS OF THIS AGREEMENT, AND (II) A
GROUND LEASE ESTOPPEL, EXECUTED BY THE FEE OWNER AND GROUND LESSOR OF THE
SUBSTITUTE PROPERTY, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO A PRUDENT
INSTITUTIONAL MORTGAGE LOAN LENDER.
(FF)
INTENTIONALLY OMITTED.
(GG)
UPON THE SATISFACTION OF THE FOREGOING CONDITIONS PRECEDENT,
BORROWER WILL BE ENTITLED TO CAUSE MORTGAGE BORROWER TO OBTAIN THE RELEASE OF
THE LIEN OF THE MORTGAGE LOAN DOCUMENTS FROM THE RELEASE PROPERTY AND THE
SUBSTITUTE PROPERTY SHALL BE DEEMED TO BE AN INDIVIDUAL PROPERTY FOR PURPOSES OF
THIS AGREEMENT, AND (EXCEPT AS OTHERWISE PROVIDED