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 MEZZANINE A 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
46
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 RECORDED PLAT). THE SURVEYOR'S SEAL SHALL BE AFFIXED TO EACH SURVEY
AND EACH SURVEY SHALL CERTIFY WHETHER OR NOT THE SURVEYED PROPERTY IS LOCATED IN
A "ONE-HUNDRED-YEAR FLOOD HAZARD AREA."
(K)
LENDER SHALL HAVE RECEIVED (I) VALID CERTIFICATES OF INSURANCE
INDICATING THAT THE REQUIREMENTS FOR THE POLICIES OF INSURANCE REQUIRED FOR