REPRESENTATIONS
AND WARRANTIES WITH
45
RESPECT TO BORROWER, THE PROPERTIES, THE SUBSTITUTE PROPERTY OR THE LOAN AS (I)
LENDER (APPLYING THE REQUIREMENTS OF A PRUDENT INSTITUTIONAL MORTGAGE LOAN
LENDER), IF A SECURITIZATION HAS NOT OCCURRED, OR (II) THE RATING AGENCIES, IF A
SECURITIZATION HAS OCCURRED, MAY REQUIRE, UNLESS SUCH CERTIFICATE WOULD BE
INACCURATE, SUCH CERTIFICATE TO BE IN FORM AND SUBSTANCE SATISFACTORY TO LENDER
(APPLYING THE REQUIREMENTS OF A PRUDENT INSTITUTIONAL MORTGAGE LOAN LENDER) OR
THE RATING AGENCIES, AS APPLICABLE.
(H)
IF THE SUBSTITUTE PROPERTY SHALL BE OWNED BY AN AFFILIATE OF
MORTGAGE BORROWER: (I) BORROWER SHALL EXECUTE AND DELIVER A PLEDGE AGREEMENT IN
SUBSTANTIALLY THE SAME FORM AS THE PLEDGE AGREEMENT IN RESPECT OF THE OWNERSHIP
INTERESTS OF MORTGAGE BORROWER IN THE NEW PROPERTY OWNER/MORTGAGE BORROWER (SUCH
INTERESTS SHALL OTHERWISE COMPLY WITH THE REQUIREMENTS OF THE LOAN DOCUMENTS AND
BE SUBSTANTIALLY IDENTICAL IN STRUCTURE, FORM AND SUBSTANCE AS THE COLLATERAL
DELIVERED AT CLOSING OF THE LOAN); (II) BORROWER SHALL AUTHORIZE LENDER TO FILE
SUCH UCC FINANCING STATEMENTS REQUIRED BY LENDER WITH RESPECT TO THE SUBSTITUTE
COLLATERAL; (III) BORROWER SHALL DELIVER, AT ITS SOLE COST AND EXPENSE, A UCC
INSURANCE POLICY INSURING THE NEW PLEDGE AGREEMENT AS A VALID FIRST LIEN ON THE
OWNERSHIP INTERESTS PLEDGED THEREUNDER AND SUBSTANTIALLY IDENTICAL TO THE UCC
INSURANCE POLICY DELIVERED AT THE CLOSING OF THE LOAN; AND (IV) BORROWER SHALL
ENTER INTO SUCH MODIFICATIONS TO THE OTHER LOAN DOCUMENTS AS LENDER MAY
REASONABLY REQUEST IN ORDER TO REFLECT THE SUBSTITUTION OF THE APPLICABLE
INDIVIDUAL PROPERTY AND THE NEW PROPERTY OWNER/MORTGAGE BORROWER. THE AMOUNT OF
THE LOAN ALLOCATED TO THE SUBSTITUTE PROPERTY (SUCH AMOUNT BEING HEREINAFTER
REFERRED TO AS THE "SUBSTITUTE ALLOCATED LOAN AMOUNT") SHALL EQUAL THE ALLOCATED
LOAN AMOUNT OF THE RELATED RELEASE PROPERTY; PROVIDED, HOWEVER, THAT IN THE
EVENT THE NUMBER OF RELEASE PROPERTIES WITH RESPECT TO ANY SUBSTITUTION EFFECTED
PURSUANT TO THIS SECTION 2.9 DOES NOT EQUAL THE NUMBER OF SUBSTITUTE PROPERTIES,
THE SUBSTITUTE ALLOCATED LOAN AMOUNT FOR EACH OF SUCH SUBSTITUTE PROPERTIES
SHALL BE REASONABLY DETERMINED BY LENDER (PROVIDED, HOWEVER, THAT THE AGGREGATE
SUBSTITUTE ALLOCATED LOAN AMOUNT FOR SUCH SUBSTITUTE PROPERTIES SHALL NOT EXCEED
THE AGGREGATE ALLOCATED LOAN AMOUNT FOR SUCH RELEASED PROPERTIES).
(I)
INTENTIONALLY OMITTED.
(J)
LENDER SHALL HAVE RECEIVED A CURRENT SURVEY FOR EACH SUBSTITUTE
PROPERTY, CERTIFIED TO THE TITLE COMPANY AND LENDER AND ITS SUCCESSORS AND
ASSIGNS, IN THE SAME FORM AND HAVING THE SAME CONTENT AS THE CERTIFICATION OF
THE SURVEY OF THE RELEASE PROPERTY, PREPARED BY A PROFESSIONAL LAND SURVEYOR
LICENSED IN THE STATE IN WHICH THE SUBSTITUTE PROPERTY IS LOCATED AND ACCEPTABLE
TO THE RATING AGENCIES IN ACCORDANCE WITH THE 1999 MINIMUM STANDARD DETAIL
REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS. SUCH SURVEY SHALL REFLECT THE
SAME LEGAL DESCRIPTION CONTAINED IN THE MORTGAGE TITLE INSURANCE POLICY RELATING
TO SUCH SUBSTITUTE PROPERTY AND SHALL INCLUDE, AMONG OTHER THINGS, A METES AND
BOUNDS DESCRIPTION OF THE REAL PROPERTY CONSTITUTING PART OF SUCH SUBSTITUTE
PROPERTY (UNLESS SUCH REAL PROPERTY HAS BEEN SATISFACTORILY DESIGNATED BY LOT
NUMBER ON A