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(i) <br />201400400 <br />such amounts to the holders of the Pass - Through Certificates (hereinafter <br />defined) as if such distributions were being made on the Note; <br />(iv) Escrow Agent shall pay all Substitute Collateral Fees and Expenses to the <br />appropriate parties in accordance with the Escrow Agreement; and <br />(v) any excess funds remaining after the distributions described in clauses (iii) and <br />(iv) shall be remitted to the Substitute Collateral Borrower. <br />If, prior to the Election Period Deadline, the yield on the actively traded U.S. Treasury <br />obligation having a maturity approximating the average life of the Note declines by <br />fifty (50) basis points or more from the yield at which the Substitute Collateral Make - <br />Whole Premium was initially calculated, Lender shall give written notice within three <br />(3) Business Days of such decline to Borrower (in the case of a Transfer) or the <br />Grantee (in the case of a Sale), as applicable, and the Substitute Collateral Borrower. <br />Upon receipt of such notice, Substitute Collateral Borrower shall be required to <br />deposit or cause to be deposited with Escrow Agent an additional amount equal to the <br />excess of the Substitute Collateral Make -Whole Premium calculated based on the <br />current yield on actively traded U.S. Treasury obligations with a maturity <br />approximating the average life of the Note on the date of such notice over the original <br />Substitute Collateral Make -Whole Premium. Lender shall review the aforesaid yield <br />rated every five (5) Business Days during the Election Period. <br />(h) Borrower agrees to pay or cause to be paid all reasonable fees and expenses (including <br />the applicable Administration Fee and Escrow Fee, and all reasonable legal fees and <br />expenses) incurred by Borrower, Escrow Agent and Lender on behalf of the registered <br />owners of those certain pass - through certificates (each a "Pass- Through Certificate ") <br />issued by Lender in connection with the exercise of the Substitute Collateral Right <br />and/or Debt Assumption Right. <br />In connection with any Sale or Transfer, Borrower shall pay (i) to Escrow Agent, in <br />addition to all other amounts specified hereunder, a fee of $1,500 (the "Escrow Fee ") <br />and (ii) to Lender, in addition to all other amounts specified hereunder, a fee of $2,500 <br />(the "Administration Fee "), in each case, per transaction or series of related <br />transactions closing on the same day or within a thirty (30) day period. Borrower will <br />also pay or cause to be paid the reasonable fees and expenses of special counsel to the <br />Escrow Agent in connection with any Sale or Transfer. <br />20. Single Purpose Entity /Separateness. Borrower hereby represents and warrants to, and <br />covenants with, Lender that as of the date hereof and until such time as the Debt shall be <br />paid in full: <br />(a) Borrower does not own and will not own any asset or property other than (i) its interest <br />in the Mortgaged Property, (ii) incidental personal property necessary for the <br />ownership or operation of the Mortgaged Property, and (iii) the Cash Collateral, if <br />contributed in accordance with paragraph 19 above. <br />