DOCUMENTS AND ALL DOCUMENTS
INCIDENTAL THERETO SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO
LENDER, AND LENDER SHALL HAVE RECEIVED ALL SUCH COUNTERPART ORIGINALS OR
CERTIFIED COPIES OF SUCH DOCUMENTS AS LENDER MAY REASONABLY REQUEST.
3.1.10
PAYMENTS. ALL PAYMENTS, DEPOSITS OR ESCROWS REQUIRED TO
BE MADE OR ESTABLISHED BY BORROWER UNDER THIS AGREEMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID.
3.1.11
TENANT ESTOPPELS. BORROWER SHALL EXERCISE REASONABLE
COMMERCIAL EFFORTS TO DELIVER ESTOPPEL LETTERS FROM TENANTS OCCUPYING NOT LESS
THAN EIGHTY PERCENT (80%) OF THE GROSS
25
LEASABLE AREA OF THE PROPERTY; BORROWER SHALL DELIVER TO LENDER AN ESTOPPEL
LETTER EXECUTED BY ANCHOR TENANT, REASONABLY ACCEPTABLE TO LENDER).
3.1.12
TRANSACTION COSTS. BORROWER SHALL HAVE PAID OR
REIMBURSED LENDER FOR ALL TITLE INSURANCE PREMIUMS, RECORDING AND FILING FEES OR
TAXES, COSTS OF ENVIRONMENTAL REPORTS, PHYSICAL CONDITIONS REPORTS, APPRAISALS
AND OTHER REPORTS, THE FEES AND COSTS OF LENDER'S COUNSEL AND ALL OTHER THIRD
PARTY OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE ORIGINATION OF THE
LOAN.
3.1.13
MATERIAL ADVERSE CHANGE. THERE SHALL HAVE BEEN NO
MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OR BUSINESS CONDITION OF
BORROWER OR THE PROPERTY SINCE THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS
DELIVERED TO LENDER. THE INCOME AND EXPENSES OF THE PROPERTY, THE OCCUPANCY
LEASES THEREOF, AND ALL OTHER FEATURES OF THE TRANSACTION SHALL BE AS
REPRESENTED TO LENDER WITHOUT MATERIAL ADVERSE CHANGE. NEITHER BORROWER, ANY OF
ITS CONSTITUENT PERSONS, SHALL BE THE SUBJECT OF ANY BANKRUPTCY, REORGANIZATION,
OR INSOLVENCY PROCEEDING.
3.1.14
LEASES AND RENT ROLL. LENDER SHALL HAVE RECEIVED COPIES
OF ALL TENANT LEASES, CERTIFIED COPIES OF ANY TENANT LEASES AS REQUESTED BY
LENDER AND CERTIFIED COPIES OF ALL GROUND LEASES AFFECTING THE PROPERTY. LENDER
SHALL HAVE RECEIVED A CURRENT CERTIFIED RENT ROLL OF THE PROPERTY, REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO LENDER.
3.1.15
SUBORDINATION AND ATTORNMENT. LENDER SHALL HAVE RECEIVED
AN APPROPRIATE INSTRUMENT, ACCEPTABLE TO LENDER IN ITS COMMERCIALLY REASONABLE
DISCRETION, SUBORDINATING THE ANCHOR TENANT LEASE(S) AND ANY LEASES OF RECORD
PRIOR TO THE MORTGAGE AND INCLUDING AN AGREEMENT BY SUCH TENANT(S) TO ATTORN TO
LENDER IN THE EVENT OF A FORECLOSURE OR DELIVERY OF A DEED IN LIEU THEREOF.
3.1.16
TAX LOT. LENDER SHALL HAVE RECEIVED EVIDENCE THAT THE
PROPERTY CONSTITUTES ONE (1) OR MORE SEPARATE TAX LOTS, WHICH EVIDENCE SHALL BE
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO LENDER.
3.1.17
PHYSICAL CONDITIONS REPORTS. LENDER SHALL HAVE RECEIVED
PHYSICAL CONDITIONS REPORTS WITH RESPECT TO THE PROPERTY, WHICH REPORTS SHALL BE
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO LENDER.
3.1.18
MANAGEMENT AGREEMENT. LENDER SHALL HAVE RECEIVED A
CERTIFIED COPY OF THE MANAGEMENT AGREEMENT WITH RESPECT TO THE PROPERTY WHICH
SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO LENDER. LENDER ACKNOWLEDGES THAT
IT HAS REVIEWED THE MANAGEMENT AGREEMENT, AND AS DRAFTED, SUCH MANAGEMENT
AGREEMENT DOES NOT VIOLATE BORROWER'S COVENANT THAT AFFILIATED AGREEMENTS BE ON
TERMS WHICH ARE INTRINSICALLY FAIR, COMMERCIALLY REASONABLE AND ARE NO LESS
FAVORABLE TO IT THAN WOULD BE OBTAINED IN