BETWEEN ANY PREDECESSOR IN INTEREST IN THE LOAN, ON ONE HAND, AND THE BORROWER
OR SELLER, ON THE OTHER HAND.
(C)
THE INFORMATION PERTAINING TO SUCH LOAN SET FORTH IN THE RELATED
LOAN SCHEDULE IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
SUCH LOAN IS AN
ELIGIBLE ASSET.
THE LOAN WAS ORIGINATED, AND THE RELATED LEASE WAS ENTERED INTO
OR ACQUIRED, IN ACCORDANCE WITH, AND FULLY COMPLIES WITH, THE UNDERWRITING
GUIDELINES IN ALL MATERIAL RESPECTS.
THE RELATED CUSTODIAN'S LOAN FILE CONTAINS
ALL OF THE DOCUMENTS AND INSTRUMENTS REQUIRED TO BE CONTAINED THEREIN.
(D)
THE RELATED MORTGAGED PROPERTY IS NOT SUBJECT TO ANY LIENS OTHER
THAN ANY LIEN CREATED BY THE LOAN DOCUMENTS OR PROGRAM DOCUMENTS OR THE
FOLLOWING ("PERMITTED EXCEPTIONS"): (I) LIENS FOR REAL ESTATE TAXES AND SPECIAL
ASSESSMENTS NOT YET DUE AND PAYABLE OR DUE BUT NOT YET DELINQUENT,
(II) COVENANTS, CONDITIONS AND RESTRICTIONS, RIGHTS-OF-WAY, EASEMENTS AND OTHER
MATTERS OF PUBLIC RECORD, SUCH EXCEPTIONS BEING OF A TYPE OR NATURE THAT ARE
ACCEPTABLE TO MORTGAGE LENDING INSTITUTIONS GENERALLY, (III) CERTAIN PURCHASE
OPTIONS AND (IV) OTHER MATTERS TO WHICH LIKE PROPERTIES ARE COMMONLY SUBJECT,
WHICH MATTERS REFERRED TO IN CLAUSES (I), (II), (III),
AND (IV) DO NOT, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY INTERFERE WITH THE
VALUE OF THE RELATED MORTGAGED PROPERTY, DO NOT MATERIALLY INTERFERE OR RESTRICT
THE CURRENT USE OR OPERATION OF THE RELATED MORTGAGED PROPERTY AND DO NOT
MATERIALLY INTERFERE WITH THE SECURITY INTENDED TO BE PROVIDED BY THE RELATED
MORTGAGE OR THE CURRENT ABILITY OF THE RELATED MORTGAGED PROPERTY TO GENERATE
NET OPERATING INCOME SUFFICIENT TO SERVICE THE LOAN.
FINANCING STATEMENTS HAVE
BEEN FILED AND/OR RECORDED (OR, IF NOT FILED AND/OR RECORDED, HAVE BEEN
SUBMITTED IN PROPER FORM FOR FILING AND RECORDING), IN ALL PUBLIC PLACES
NECESSARY TO PERFECT A VALID FIRST PRIORITY SECURITY INTEREST IN ALL ITEMS OF
PERSONAL PROPERTY PLEDGED BY THE RELATED BORROWER, IF ANY, IN CONNECTION WITH
SUCH LOAN.
(E)
THE RELATED MORTGAGE WITH RESPECT TO SUCH LOAN CONSTITUTES A
VALID, LEGALLY BINDING AND ENFORCEABLE FIRST PRIORITY LIEN UPON THE RELATED
MORTGAGED PROPERTY AND THE IMPROVEMENTS LOCATED THEREON AND FORMING A PART
THEREOF, SECURING SUCH LOAN AND, EXCEPT WHERE THE PAYMENT OF A MORTGAGE
RECORDING FEE OR TAX BASED ON THE AMOUNT OF THE LOAN SECURED BY THE RELATED
MORTGAGED PROPERTY IS PAYABLE IN THE JURISDICTION WHERE SUCH MORTGAGED PROPERTY
IS LOCATED, ALL OTHER LOANS MADE AND TO BE MADE UNDER THE RELATED MASTER LOAN
AGREEMENT, WHICH LIEN SHALL BE PRIOR TO ALL OTHER LIENS AND ENCUMBRANCES, EXCEPT
FOR PERMITTED EXCEPTIONS.
THE LIEN UNDER THE RELATED MORTGAGE IS INSURED BY AN
ALTA LENDER'S TITLE INSURANCE POLICY ("TITLE POLICY"), OR ITS EQUIVALENT AS
ADOPTED IN THE APPLICABLE JURISDICTION, ISSUED BY A NATIONALLY RECOGNIZED TITLE
INSURANCE COMPANY, INSURING SELLER AND ITS SUCCESSORS AND ASSIGNS (INCLUDING,
WITHOUT LIMITATION, THE COLLATERAL AGENT) OR THE COLLATERAL AGENT, AS TO THE
FIRST PRIORITY LIEN UNDER THE RELATED MORTGAGE IN THE ORIGINAL PRINCIPAL AMOUNT
OF THE LOAN, SUBJECT ONLY TO PERMITTED EXCEPTIONS (OR, IF A TITLE INSURANCE
POLICY