LOAN WAS 30 DAYS OR MORE PAST DUE
AS OF THE PURCHASE DATE WITHOUT GIVING EFFECT TO ANY APPLICABLE GRACE PERIOD,
AND NO MEZZANINE LOAN OR RELATED MORTGAGE LOAN WAS 30 DAYS OR MORE DELINQUENT IN
THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE PURCHASE DATE.
(19)
LIEN.
THE MORTGAGE AND PLEDGE RELATED TO AND DELIVERED IN
CONNECTION WITH EACH MORTGAGE LOAN AND MEZZANINE LOAN CONSTITUTES A VALID AND
ENFORCEABLE FIRST PRIORITY SECURITY INTEREST ON THE RELATED PROPERTY AND PLEDGED
EQUITY, PRIOR TO ALL OTHER LIENS AND ENCUMBRANCES AND THERE ARE NO LIENS OR
ENCUMBRANCES PARI PASSU WITH THE LIEN OF THE MORTGAGE AND PLEDGE.
A UNIFORM
COMMERCIAL CODE FINANCING STATEMENT HAS BEEN FILED AND/OR RECORDED IN ALL PLACES
NECESSARY TO PERFECT A VALID SECURITY INTEREST IN SUCH PLEDGED EQUITY, AND SUCH
SECURITY INTEREST IS A FIRST PRIORITY SECURITY INTEREST.
SELLER, ITS SUCCESSORS
AND ASSIGNS IS THE BENEFICIARY OF AN EAGLE 9 POLICY OR A TITLE POLICY
ENDORSEMENT INSURING THAT THE UCC FINANCING STATEMENT ENCUMBERING THE MEZZANINE
LOAN COLLATERAL HAS BEEN FILED PROPERLY SO AS PERFECT MEZZANINE LENDER'S
SECURITY INTEREST IN THE MEZZANINE LOAN COLLATERAL.
(20)
MORTGAGE AND PLEDGE STATUS; WAIVERS AND MODIFICATIONS.
IN THE CASE
OF EACH MORTGAGE AND RELATED MEZZANINE LOAN, (A) NO PLEDGE OR RELATED MORTGAGE
HAS BEEN SATISFIED, CANCELED, RESCINDED OR SUBORDINATED IN WHOLE OR IN MATERIAL
PART, (B) THE RELATED PLEDGED EQUITY OR PROPERTY HAS NOT BEEN RELEASED FROM THE
LIEN OF SUCH PLEDGE OR MORTGAGE, IN WHOLE OR IN MATERIAL PART, (C) NO INSTRUMENT
HAS BEEN EXECUTED THAT WOULD EFFECT ANY SUCH SATISFACTION, CANCELLATION,
SUBORDINATION, RESCISSION OR RELEASE, AND (D) NO PLEDGOR OR MORTGAGOR HAS BEEN
RELEASED FROM ITS OBLIGATIONS UNDER THE RELATED PLEDGE OR MORTGAGE IN WHOLE OR
IN MATERIAL PART.
NONE OF THE TERMS OF ANY NOTE OR PLEDGE HAS BEEN IMPAIRED,
WAIVED, ALTERED OR MODIFIED IN ANY RESPECT, EXCEPT BY WRITTEN INSTRUMENTS, ALL
OF WHICH ARE INCLUDED IN THE RELATED LOAN FILE.
(21)
CONDITION OF PROPERTY; CONDEMNATION.
EXCEPT AS SET FORTH IN AN
ENGINEERING REPORT PREPARED IN CONNECTION WITH THE ORIGINATION OF THE RELATED
MORTGAGE LOAN AND DATED NOT MORE THAN 12 MONTHS PRIOR TO THE PURCHASE DATE, EACH
PROPERTY IS FREE AND CLEAR OF ANY DAMAGE THAT WOULD MATERIALLY AND ADVERSELY
AFFECT ITS VALUE AS SECURITY FOR THE RELATED MORTGAGE LOAN (NORMAL WEAR AND TEAR
EXCEPTED).
SELLER HAS RECEIVED NO NOTICE, AND HAS NO KNOWLEDGE, OF ANY PENDING
OR THREATENED PROCEEDING FOR THE CONDEMNATION OF ALL OR ANY MATERIAL PORTION OF
ANY PROPERTY.
(22)
TITLE INSURANCE.
EACH PROPERTY IS COVERED BY AN AMERICAN LAND
TITLE ASSOCIATION (OR AN EQUIVALENT FORM THEREOF APPROVED FOR USE IN THE
APPLICABLE JURISDICTION) LENDER'S TITLE INSURANCE POLICY (THE "TITLE POLICY") IN
THE ORIGINAL PRINCIPAL AMOUNT OF THE RELATED MORTGAGE LOAN AFTER ALL ADVANCES OF
PRINCIPAL.
EACH TITLE POLICY INSURES THAT THE RELATED MORTGAGE IS A VALID FIRST
PRIORITY LIEN ON SUCH PROPERTY, SUBJECT ONLY TO THE EXCEPTIONS STATED THEREIN
(OR A PRELIMINARY TITLE POLICY WITH ESCROW INSTRUCTIONS OR A MARKED UP TITLE
INSURANCE COMMITMENT ON
VII-3