THE
PURCHASED LOAN.
(V)
COPIES OF ALL DOCUMENTS RELATING TO THE FORMATION AND ORGANIZATION
OF THE BORROWER OF SUCH PURCHASED LOAN, TOGETHER WITH ALL CONSENTS AND
RESOLUTIONS DELIVERED IN CONNECTION WITH SUCH BORROWER'S OBTAINING THE PURCHASED
LOAN.
(VI)
ALL OTHER DOCUMENTS AND INSTRUMENTS EVIDENCING, GUARANTEEING,
INSURING OR OTHERWISE CONSTITUTING OR MODIFYING OR OTHERWISE AFFECTING SUCH
PURCHASED LOAN, OR OTHERWISE EXECUTED OR DELIVERED IN CONNECTION WITH, OR
OTHERWISE RELATING TO, SUCH PURCHASED LOAN, INCLUDING ALL DOCUMENTS ESTABLISHING
OR IMPLEMENTING ANY LOCKBOX PURSUANT TO WHICH SELLER IS ENTITLED TO RECEIVE ANY
PAYMENTS FROM CASH FLOW OF THE UNDERLYING REAL PROPERTY.
(VII)
EXCEPT WITH RESPECT TO MERS PURCHASED LOANS, THE ASSIGNMENT OF
PURCHASED LOAN (IN BLANK) SUFFICIENT TO TRANSFER TO BUYER ALL OF SELLER'S
RIGHTS, TITLE AND INTEREST IN AND TO THE PURCHASED LOAN.
(VIII)
A COPY OF THE BORROWER'S OPINION OF COUNSEL (IF
ANY).
(IX)
A COPY OF THE UCC FINANCING STATEMENTS,
CERTIFIED AS TRUE AND CORRECT BY SELLER, AND ALL NECESSARY UCC CONTINUATION
STATEMENTS WITH EVIDENCE OF FILING THEREON OR COPIES THEREOF CERTIFIED BY SELLER
TO HAVE BEEN SENT FOR FILING, AND
26
UCC ASSIGNMENTS FROM SELLER TO BUYER OR ITS DESIGNEE, WHICH UCC ASSIGNMENTS
SHALL BE IN FORM AND SUBSTANCE ACCEPTABLE FOR FILING.
(X)
THE PLEDGE AGREEMENT AND ORIGINAL CERTIFICATES REPRESENTING THE
PLEDGED EQUITY INTERESTS (IF ANY).
(XI)
STOCK POWERS RELATING TO EACH PLEDGED EQUITY INTEREST, EXECUTED
IN BLANK, IF AN ORIGINAL STOCK CERTIFICATE IS PROVIDED.
(XII)
ASSIGNMENT OF ANY MANAGEMENT AGREEMENTS, AGREEMENTS AMONG EQUITY
INTEREST HOLDERS OR OTHER MATERIAL CONTRACTS.
(XIII)
IF NO ORIGINAL STOCK CERTIFICATE IS PROVIDED, EVIDENCE
SATISFACTORY TO BUYER THAT THE PLEDGED OWNERSHIP INTERESTS HAVE BEEN TRANSFERRED
TO, OR OTHERWISE MADE SUBJECT TO A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF,
SELLER.
(XIV)
COPIES OF ALL LOAN DOCUMENTS AND RELATED CLOSING DOCUMENTS
PERTAINING TO THE CLOSING OF THE SENIOR INDEBTEDNESS INCURRED OR OWED BY THE
OWNER OF THE REAL PROPERTY WITH RESPECT TO WHICH THE BORROWER OF THE MEZZANINE
LOAN HAS PLEDGED ITS OWNERSHIP INTERESTS, WHETHER DIRECTLY OR INDIRECTLY THROUGH
INTERMEDIATE ENTITIES, INCLUDING WITHOUT LIMITATION THE ORGANIZATIONAL DOCUMENTS
OF SUCH OWNER TOGETHER WITH AN OFFICER'S CERTIFICATE OF SELLER CERTIFYING THAT
SUCH REPRESENT TRUE AND CORRECT COPIES OF THE ORIGINALS.
(XV)
AN ASSIGNMENT OF ANY INTEREST RATE CAP AGREEMENT OR OTHER INTEREST
RATE PROTECTION AGREEMENT ENTERED INTO BY THE BORROWER UNDER THE PURCHASED LOAN
OR ITS AFFILIATES WITH RESPECT TO THE PURCHASED LOAN.
(XVI)
THE ORIGINAL SERVICING AGREEMENT, IF ANY, EXECUTED IN CONNECTION
WITH THE PURCHASED LOAN.
(XVII)
A COPY OF THE PURCHASE AGREEMENT.
(XVIII)
A COPY OF THE BORROWER'S FEE TITLE INSURANCE POLICY IN RESPECT OF
THE MEZZANINE LOAN AND A COPY OF THE RELATED SURVEY.
With respect to each Purchased Loan which is of the type described in clause
(iv) of the definition of Eligible Loan, any of the documentation referred to
above in this Section 6(b) of this Agreement which is determined by Buyer to be
necessary to effectuate the sale, transfer, conveyance and assignment of such
Purchased Loan subject to the terms