TERMS OF THIS AGREEMENT BY ISSUER, DO
NOT VIOLATE ITS ORGANIZATIONAL DOCUMENTS OR CONSTITUTE AN EVENT THAT, WITH
NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE A DEFAULT UNDER, OR RESULT IN
THE BREACH OF, ANY MATERIAL AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY
OR BY WHICH IT IS BOUND;
(III)
THE ISSUER HAS THE LIMITED LIABILITY COMPANY POWER AND AUTHORITY
TO ENTER INTO AND CONSUMMATE ALL TRANSACTIONS TO BE PERFORMED BY IT CONTEMPLATED
BY THIS AGREEMENT, HAS DULY AUTHORIZED THE EXECUTION, DELIVERY AND PERFORMANCE
BY IT OF THIS AGREEMENT, AND HAS DULY EXECUTED AND DELIVERED THIS AGREEMENT;
(IV)
THIS AGREEMENT, ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY
BY EACH OF THE OTHER PARTIES HERETO, CONSTITUTES A VALID, LEGAL AND BINDING
OBLIGATION OF THE ISSUER, ENFORCEABLE AGAINST THE ISSUER IN ACCORDANCE WITH THE
TERMS HEREOF, SUBJECT TO (A) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
RECEIVERSHIP, MORATORIUM AND OTHER LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY AND (B) GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER
SUCH ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW;
(V)
THE ISSUER IS NOT IN VIOLATION OF, AND ITS EXECUTION AND DELIVERY
OF, THIS AGREEMENT AND ITS PERFORMANCE AND COMPLIANCE WITH THE TERMS OF THIS
AGREEMENT WILL NOT CONSTITUTE A VIOLATION OF, ANY LAW, ANY ORDER OR DECREE OF
ANY COURT OR ARBITER, OR ANY ORDER, REGULATION OR DEMAND OF ANY FEDERAL, STATE
OR LOCAL GOVERNMENTAL OR REGULATORY AUTHORITY, WHICH VIOLATION IS LIKELY TO
AFFECT MATERIALLY AND ADVERSELY EITHER THE ABILITY OF THE ISSUER TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT OR THE FINANCIAL CONDITION OF THE ISSUER;
33
(VI)
NO LITIGATION IS PENDING OR, TO ISSUER'S KNOWLEDGE, THREATENED
AGAINST THE ISSUER THAT IS REASONABLY LIKELY TO BE DETERMINED ADVERSELY TO
ISSUER AND, IF DETERMINED ADVERSELY TO THE ISSUER, WOULD PROHIBIT THE ISSUER
FROM ENTERING INTO THIS AGREEMENT OR THAT, IN THE ISSUER'S GOOD FAITH AND
REASONABLE JUDGMENT, IS LIKELY TO MATERIALLY AND ADVERSELY AFFECT EITHER THE
ABILITY OF THE ISSUER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE
FINANCIAL CONDITION OF THE ISSUER;
(VII)
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER UNDER ANY COURT OR
GOVERNMENTAL AGENCY OR BODY IS REQUIRED FOR THE EXECUTION, DELIVERY AND
PERFORMANCE BY ISSUER OF, OR THE COMPLIANCE BY THE ISSUER WITH, THIS AGREEMENT
OR THE CONSUMMATION OF THE TRANSACTIONS OF THE ISSUER CONTEMPLATED BY THIS
AGREEMENT, EXCEPT FOR ANY CONSENT, APPROVAL, AUTHORIZATION OR ORDER THAT HAS
BEEN OBTAINED OR THAT IF NOT OBTAINED WOULD NOT HAVE A MATERIAL AND ADVERSE
AFFECT ON THE ABILITY OF THE ISSUER TO PERFORM ITS OBLIGATIONS HEREUNDER;
(VIII)
EACH OFFICER AND EMPLOYEE OF THE ISSUER THAT HAS RESPONSIBILITIES
CONCERNING THE MANAGEMENT, SERVICING AND ADMINISTRATION OF MORTGAGED PROPERTIES,
LEASES AND MORTGAGE LOANS IS COVERED BY ERRORS AND OMISSIONS INSURANCE AND THE
FIDELITY BOND AS AND TO THE EXTENT REQUIRED BY SECTION 3.07(C); AND
(IX)
TO THE ISSUER'S KNOWLEDGE EACH OF THE MORTGAGED PROPERTIES IS A
COMMERCIAL PROPERTY AND IS OPERATED FOR COMMERCIAL PURPOSES.
(B)
THE REPRESENTATIONS AND WARRANTIES OF