DULY AND VALIDLY AUTHORIZED, EXECUTED, AND DELIVERED IN ACCORDANCE WITH THE
RELATED LLC AGREEMENT, AND ARE VALIDLY ISSUED AND OUTSTANDING AND ENTITLED TO
THE BENEFITS OF SUCH LLC AGREEMENT.
THE LLC INTERESTS ARE FULLY PAID AND
NON-ASSESSABLE AND HAVE BEEN OFFERED, ISSUED AND SOLD TO THE SELLER IN
COMPLIANCE WITH ALL APPLICABLE LAWS.
(C)
THE LLC INTERESTS ARE IN CERTIFICATED
FORM AND HELD BY SELLER.
(D)
OTHER THAN WITH RESPECT TO THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT, THERE ARE (I) NO OUTSTANDING RIGHTS,
OPTIONS, WARRANTS OR AGREEMENTS FOR A PURCHASE, SALE OR ISSUANCE, IN CONNECTION
WITH THE LLC INTERESTS, (II) NO AGREEMENTS ON THE PART OF THE SELLER TO SELL OR
DISTRIBUTE THE LLC INTERESTS, AND (III) NO OBLIGATIONS ON THE PART OF THE SELLER
(CONTINGENT OR OTHERWISE) TO PURCHASE, REPURCHASE, REDEEM OR OTHERWISE ACQUIRE
ANY SECURITIES OR ANY INTEREST THEREIN (OTHER THAN FROM THE BUYER) OR TO PAY ANY
DIVIDEND OR MAKE ANY DISTRIBUTION IN RESPECT OF THE LLC INTERESTS (OTHER THAN TO
THE BUYER).
(E)
THE INFORMATION SET FORTH ON THE LOAN
SCHEDULE IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE FIRST DAY OF THE
MONTH FOR WHICH SUCH LOAN SCHEDULE RELATES OR SUCH OTHER DATE AS MAY BE
INDICATED IN SUCH SCHEDULE.
(F)
EXCEPT AS OTHERWISE PERMITTED BY THE
AGREEMENT, THE TERMS OF THE RELATED PROGRAM DOCUMENTS AND THE RELATED LLC
INTERESTS HAVE NOT BEEN IMPAIRED, ALTERED OR MODIFIED IN ANY MATERIAL RESPECT.
(G)
THE LLC INTERESTS ARE ASSIGNABLE BY THE
BUYER IN ACCORDANCE WITH THE LLC AGREEMENT.
THE RELATED PROGRAM DOCUMENTS
PERMIT THE BUYER TO SELL, ASSIGN, PLEDGE OR TRANSFER SUCH LLC INTERESTS.
(H)
ALL REPORTS PROVIDED BY THE SELLER TO THE
BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREUNDER ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS.
(I)
THE RELATED NET LEASE BORROWER IS NOT
IN DEFAULT UNDER ANY MATERIAL PROVISIONS OF ANY AGREEMENT, CONTRACT, INSTRUMENT
OR INDENTURE TO WHICH SUCH NET LEASE BORROWER IS A PARTY OR BY WHICH IT IS
BOUND, NOR HAS ANY EVENT OCCURRED WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH,
WOULD CONSTITUTE A DEFAULT UNDER ANY SUCH AGREEMENT, CONTRACT, INSTRUMENT OR
INDENTURE, WHICH EVENT OF DEFAULT COULD HAVE A MATERIAL ADVERSE EFFECT ON THE
PERFORMANCE BY THE SELLER OF ITS OBLIGATIONS UNDER THE PROGRAM DOCUMENTS TO
WHICH IT IS A PARTY.