TO HAVE BEEN SENT FOR
FILING, AND UCC ASSIGNMENTS FROM SELLER TO BUYER OR ITS DESIGNEE, WHICH UCC
ASSIGNMENTS SHALL BE IN FORM AND SUBSTANCE ACCEPTABLE FOR FILING.
(XII)
A COPY OF ANY ENVIRONMENTAL INDEMNITY AGREEMENT (IF ANY).
(XIII)
A COPY OF ANY OMNIBUS ASSIGNMENT IN BLANK (IF ANY).
(XIV)
A COPY OF THE DISBURSEMENT LETTER FROM THE MORTGAGOR TO THE
ORIGINAL MORTGAGEE (IF ANY).
(XV)
A COPY OF THE MORTGAGOR'S CERTIFICATE OR TITLE AFFIDAVIT (IF ANY).
(XVI)
A SURVEY OF THE PROPERTY (IF ANY) AS ACCEPTED BY THE TITLE COMPANY
FOR ISSUANCE OF THE TITLE POLICY AND A COPY OF THE TITLE POLICY.
(XVII)
A COPY OF THE MORTGAGOR'S OPINION OF COUNSEL (IF ANY).
(XVIII)
A COPY OF ANY ASSIGNMENT OF PERMITS, CONTRACTS AND AGREEMENTS (IF
ANY).
(XIX)
A COPY OF ANY ASSIGNMENT OF ANY INTEREST RATE CAP AGREEMENT OR
OTHER INTEREST RATE PROTECTION AGREEMENT ENTERED INTO BY THE MORTGAGOR OR ITS
AFFILIATES.
(XX)
A COPY OF THE FULLY EXECUTED INTERCREDITOR AGREEMENT OR ANY OTHER
AGREEMENT THAT ALLOCATES ASSETS AMONG THE PARTIES, IF ANY.
(XXI)
A COPY OF ANY ESTOPPEL LETTER FROM THE MORTGAGOR.
(XXII)
A COPY OF ANY EXECUTED SERVICING AGREEMENT.
(XXIII)
A COPY OF THE PURCHASE AGREEMENT.
(XXIV)
A COPY OF ANY LOAN AGREEMENT.
With respect to each Underlying Asset which is a Mezzanine Loan:
(I)
A COPY OF THE ORIGINAL MEZZANINE NOTE SIGNED IN CONNECTION WITH
THE PURCHASED ASSET BEARING ALL INTERVENING ENDORSEMENTS, ENDORSED "PAY TO THE
ORDER OF
WITHOUT RECOURSE" AND SIGNED IN THE NAME OF THE LAST
ENDORSEE BY AN AUTHORIZED PERSON (IN THE EVENT THAT THE MEZZANINE NOTE WAS
ACQUIRED BY THE LAST ENDORSEE IN A MERGER, THE SIGNATURE MUST BE IN THE
FOLLOWING FORM: "[LAST ENDORSEE], SUCCESSOR BY MERGER TO [NAME OF PREDECESSOR]";
IN THE EVENT THAT THE PURCHASED ASSET WAS ACQUIRED OR ORIGINATED BY THE LAST
ENDORSEE WHILE DOING BUSINESS UNDER ANOTHER NAME, THE SIGNATURE MUST BE IN THE
FOLLOWING FORM: "[LAST ENDORSEE], FORMERLY KNOWN AS [PREVIOUS NAME]").
25
(II)
A COPY OF THE ORIGINAL OF THE LOAN AGREEMENT AND THE GUARANTEE,
IF ANY, EXECUTED IN CONNECTION WITH THE PURCHASED ASSET.
(III)
A COPY OF THE ORIGINAL INTERCREDITOR OR LOAN COORDINATION
AGREEMENT, IF ANY, EXECUTED IN CONNECTION WITH THE PURCHASED ASSET.
(IV)
A COPY OF THE ORIGINAL SECURITY AGREEMENT EXECUTED IN CONNECTION
WITH THE PURCHASED ASSET.
(V)
COPIES OF ALL DOCUMENTS RELATING TO THE FORMATION AND ORGANIZATION
OF THE BORROWER OF SUCH PURCHASED ASSET, TOGETHER WITH ALL CONSENTS AND
RESOLUTIONS DELIVERED IN CONNECTION WITH SUCH BORROWER'S OBTAINING THE PURCHASED
ASSET.
(VI)
COPIES OF ALL OTHER DOCUMENTS AND INSTRUMENTS EVIDENCING,
GUARANTEEING, INSURING OR OTHERWISE CONSTITUTING OR MODIFYING OR OTHERWISE
AFFECTING SUCH PURCHASED ASSET, OR OTHERWISE EXECUTED OR DELIVERED IN CONNECTION
WITH, OR OTHERWISE RELATING TO, SUCH PURCHASED ASSET, INCLUDING ALL DOCUMENTS
ESTABLISHING OR IMPLEMENTING ANY LOCKBOX PURSUANT TO WHICH SELLER IS ENTITLED TO
RECEIVE ANY PAYMENTS FROM CASH FLOW OF THE UNDERLYING ASSET.
(VII)
EXCEPT WITH RESPECT TO MERS UNDERLYING ASSETS, A COPY OF THE
ASSIGNMENT OF THE UNDERLYING ASSET (IN