THE PROPERTY IS LOCATED.
(X)
COPIES OF ALL INTERVENING ASSIGNMENTS OF ASSIGNMENT OF LEASES AND
RENTS, IF ANY, OR COPIES THEREOF, WITH EVIDENCE OF RECORDING THEREON.
(XI)
A COPY OF THE UCC FINANCING STATEMENTS, CERTIFIED AS TRUE AND
CORRECT BY SELLER, AND ALL NECESSARY UCC CONTINUATION STATEMENTS WITH EVIDENCE
OF FILING THEREON OR COPIES THEREOF CERTIFIED BY SELLER 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.
(XXV)
ANY OTHER DOCUMENTS OR INSTRUMENTS NECESSARY IN THE REASONABLE
OPINION OF BUYER TO CONSUMMATE THE SALE OF SUCH PURCHASED LOAN TO BUYER
25
SUBJECT TO THE TERMS OF THIS AGREEMENT OR REQUIRED TO BE DELIVERED PURSUANT TO
THE TERMS OF THIS AGREEMENT, OR, IF SUCH TRANSACTION IS RECHARACTERIZED AS A
SECURED FINANCING, TO CREATE AND PERFECT IN FAVOR OF BUYER A VALID PERFECTED
FIRST PRIORITY SECURITY INTEREST IN SUCH PURCHASED LOAN.
With respect to each Purchased Loan which is a Mezzanine Loan:
(I)
THE ORIGINAL MEZZANINE NOTE SIGNED IN CONNECTION WITH THE
PURCHASED LOAN 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 LOAN 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]").
(II)
THE ORIGINAL OF THE LOAN AGREEMENT AND THE GUARANTEE, IF ANY,
EXECUTED IN CONNECTION WITH THE PURCHASED LOAN.
(III)
THE ORIGINAL INTERCREDITOR OR LOAN COORDINATION AGREEMENT, IF
ANY, EXECUTED IN CONNECTION WITH THE PURCHASED LOAN.
(IV)
THE ORIGINAL SECURITY AGREEMENT EXECUTED IN CONNECTION WITH