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 FEES,
TAXES OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, MORTGAGE AND INTANGIBLES
TAXES AND DOCUMENTARY STAMP TAXES) PAYABLE IN CONNECTION WITH THE SUBSTITUTION.
BORROWER SHALL HAVE PAID ALL COSTS AND EXPENSES OF THE RATING AGENCIES INCURRED
IN CONNECTION WITH THE SUBSTITUTION.
60
(Q)
LENDER SHALL HAVE RECEIVED ANNUAL OPERATING
STATEMENTS AND OCCUPANCY STATEMENTS FOR THE SUBSTITUTE PROPERTY FOR THE MOST
CURRENT COMPLETED FISCAL YEAR AND A CURRENT OPERATING STATEMENT FOR THE RELEASE
PROPERTY, EACH CERTIFIED BY BORROWER TO LENDER AS BEING TRUE AND CORRECT IN ALL
MATERIAL RESPECTS, AND A CERTIFICATE FROM BORROWER CERTIFYING THAT THERE HAS
BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OF THE SUBSTITUTE
PROPERTY SINCE THE DATE OF SUCH OPERATING STATEMENTS.
(R)
BORROWER SHALL HAVE DELIVERED TO LENDER
ESTOPPEL CERTIFICATES FROM ALL TENANTS UNDER MAJOR LEASES AT THE SUBSTITUTE
PROPERTY. ALL SUCH ESTOPPEL CERTIFICATES SHALL BE IN THE FORM OR CONTAINING
THOSE STATEMENTS REQUIRED UNDER SUCH MAJOR LEASE OR SUBSTANTIALLY IN THE
FORM APPROVED BY LENDER IN CONNECTION WITH THE ORIGINATION OF THE LOAN AND SHALL
INDICATE THAT (1) THE SUBJECT MAJOR LEASE IS A VALID AND BINDING OBLIGATION OF
THE TENANT THEREUNDER, (2) TO THE TENANT'S KNOWLEDGE, THERE ARE NO DEFAULTS
UNDER SUCH MAJOR LEASE ON THE PART OF THE LANDLORD OR TENANT THEREUNDER, (3) THE
TENANT THEREUNDER HAS NO KNOWLEDGE OF ANY DEFENSE OR OFFSET TO THE PAYMENT OF
RENT UNDER SUCH LEASE, (4) NO RENT UNDER SUCH LEASE HAS BEEN PAID MORE THAN ONE
(1) MONTH IN ADVANCE, (5) THE TENANT THEREUNDER HAS NO OPTION UNDER SUCH LEASE
TO PURCHASE ALL OR ANY PORTION OF THE SUBSTITUTE PROPERTY, AND (6) ALL TENANT
IMPROVEMENT WORK REQUIRED UNDER SUCH LEASE HAS BEEN SUBSTANTIALLY COMPLETED AND
THE TENANT UNDER SUCH LEASE IS IN ACTUAL OCCUPANCY OF ITS LEASED PREMISES. IF AN
ESTOPPEL CERTIFICATE INDICATES THAT ALL TENANT IMPROVEMENT WORK REQUIRED UNDER
THE SUBJECT LEASE HAS NOT YET BEEN COMPLETED, BORROWER SHALL DELIVER TO LENDER
FINANCIAL STATEMENTS INDICATING THAT BORROWER HAS ADEQUATE FUNDS TO PAY ALL
COSTS RELATED TO SUCH TENANT IMPROVEMENT WORK AS REQUIRED UNDER SUCH LEASE.
(S)
LENDER SHALL HAVE RECEIVED COPIES OF ALL
MAJOR LEASES DEMISING SPACE AT THE SUBSTITUTE PROPERTY CERTIFIED BY BORROWER AS
BEING TRUE AND CORRECT.
(T)
INTENTIONALLY OMITTED.
(U)
INTENTIONALLY OMITTED.
(V)
LENDER SHALL HAVE RECEIVED A PHYSICAL
CONDITIONS REPORT