IN EACH OTHER LOAN
DOCUMENT ON BORROWER'S PART TO BE OBSERVED OR PERFORMED. LENDER SHALL HAVE
RECEIVED A CERTIFICATE FROM BORROWER CONFIRMING THE FOREGOING, STATING THAT THE
REPRESENTATIONS AND WARRANTIES OF BORROWER CONTAINED IN THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE OF THE RELEASE AND SUBSTITUTION WITH RESPECT TO BORROWER, THE
PROPERTIES AND THE SUBSTITUTE PROPERTY AND CONTAINING ANY OTHER REPRESENTATIONS
AND WARRANTIES WITH 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 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 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