UNDER WHICH IT WAS ORGANIZED WITH FULL POWER
TO EXECUTE AND DELIVER THIS AGREEMENT AND THAT ALL ACTIONS NECESSARY TO
AUTHORIZE THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT ON BEHALF
OF SELLER HAVE BEEN DULY TAKEN, AND ALL SUCH ACTIONS CONTINUE IN FULL FORCE AND
EFFECT AS OF THE DATE HEREOF. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY SELLER DOES NOT CONFLICT WITH THE ORGANIZATIONAL DOCUMENTS OF
SELLER, OR WITH ANY LAW, STATUTE OR REGULATION APPLICABLE TO SELLER.
(18)
WHOLE LOAN; OWNERSHIP OF MEZZANINE LOANS. EACH MEZZANINE LOAN IS A
WHOLE LOAN AND NOT A PARTICIPATION INTEREST IN A WHOLE LOAN. IMMEDIATELY PRIOR
TO THE TRANSFER TO BUYER OF THE MEZZANINE LOAN, SELLER HAD GOOD AND MARKETABLE
TITLE TO, AND WAS THE SOLE OWNER OF, EACH MEZZANINE LOAN. SELLER HAS FULL RIGHT,
POWER AND AUTHORITY TO TRANSFER AND ASSIGN THE MEZZANINE LOAN TO OR AT THE
DIRECTION OF BUYER AND HAS VALIDLY AND EFFECTIVELY CONVEYED (OR CAUSED TO BE
CONVEYED) TO BUYER OR ITS DESIGNEE ALL OF SELLER'S LEGAL AND BENEFICIAL INTEREST
IN AND TO THE MEZZANINE LOAN FREE AND CLEAR OF ANY AND ALL PLEDGES, LIENS,
CHARGES, SECURITY INTERESTS, PARTICIPATION INTERESTS, AND/OR OTHER ENCUMBRANCES.
THE SALE OF THE MEZZANINE LOAN TO BUYER OR ITS DESIGNEE DOES NOT REQUIRE SELLER
TO OBTAIN ANY GOVERNMENTAL OR REGULATORY APPROVAL OR CONSENT THAT HAS NOT BEEN
OBTAINED.
(19)
PAYMENT RECORD. NO SCHEDULED PAYMENT OF PRINCIPAL AND INTEREST
UNDER ANY MEZZANINE LOAN OR RELATED MORTGAGE 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.
(20)
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.
(21)
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