IF ANY) RELATING TO EACH MORTGAGE LOAN AND RELATED MEZZANINE LOAN THAT
ARE, AS OF THE PURCHASE DATE REQUIRED TO BE DEPOSITED OR PAID TO THE LENDER
UNDER THE TERMS OF THE RELATED MORTGAGE LOAN DOCUMENTS HAVE BEEN SO DEPOSITED OR
PAID AND, TO THE EXTENT OF ANY REMAINING BALANCES OF SUCH ESCROW DEPOSITS, ARE
IN THE POSSESSION OR UNDER THE CONTROL OF MORTGAGEE OR ITS AGENTS (WHICH SHALL
INCLUDE THE APPLICABLE SERVICER OF THE MORTGAGE LOAN). TO SELLER'S KNOWLEDGE,
ANY AND ALL MATERIAL REQUIREMENTS UNDER EACH MORTGAGE LOAN AS TO COMPLETION OF
ANY MATERIAL IMPROVEMENTS AND AS TO DISBURSEMENT OF ANY FUNDS ESCROWED FOR SUCH
PURPOSE, WHICH REQUIREMENTS WERE TO HAVE BEEN COMPLIED WITH ON OR BEFORE THE
PURCHASE DATE, HAVE BEEN COMPLIED WITH IN ALL MATERIAL RESPECTS OR, IF AND TO
THE EXTENT NOT SO COMPLIED WITH, THE ESCROWED FUNDS (OR AN ALLOCABLE PORTION
THEREOF) HAVE NOT BEEN RELEASED EXCEPT IN ACCORDANCE WITH THE TERMS OF THE
RELATED LOAN DOCUMENTS.
(33)
NO MECHANICS' LIENS. AS OF THE DATE OF THE MORTGAGE, AND TO
SELLER'S KNOWLEDGE AS OF THE PURCHASE DATE, EACH PROPERTY IS FREE AND CLEAR OF
ANY AND ALL MECHANICS' AND MATERIALMEN'S LIENS THAT ARE PRIOR OR EQUAL TO THE
LIEN OF THE RELATED MORTGAGE, AND NO RIGHTS ARE OUTSTANDING THAT UNDER LAW COULD
GIVE RISE TO ANY SUCH LIEN THAT WOULD BE PRIOR OR EQUAL TO THE LIEN OF THE
RELATED MORTGAGE EXCEPT, IN EACH CASE, FOR LIENS INSURED AGAINST BY THE TITLE
POLICY REFERRED TO HEREIN OR OTHERWISE BONDED.
(34)
RELEASES OF PROPERTY. EXCEPT AS DESCRIBED IN THE NEXT SENTENCE, NO
MORTGAGE NOTE OR MORTGAGE REQUIRES THE MORTGAGEE TO RELEASE ALL OR ANY MATERIAL
PORTION OF THE RELATED PROPERTY FROM THE LIEN OF THE RELATED MORTGAGE EXCEPT
UPON PAYMENT IN FULL OR DEFEASANCE OF ALL AMOUNTS DUE UNDER THE RELATED
MEZZANINE LOAN. THE MORTGAGES RELATING TO THE MEZZANINE LOANS IDENTIFIED ON THE
MEZZANINE LOAN SCHEDULE REQUIRE THE MORTGAGEE TO GRANT RELEASES OF PORTIONS OF
THE RELATED MORTGAGED PROPERTIES UPON (A) THE SATISFACTION OF CERTAIN LEGAL AND
UNDERWRITING REQUIREMENTS AND (B) EXCEPT WHERE THE PORTION OF THE PROPERTY
PERMITTED TO BE RELEASED WAS NOT CONSIDERED BY, SELLER TO BE MATERIAL IN THE
UNDERWRITING OF THE MEZZANINE LOAN, EITHER (1) THE PAYMENT OF A RELEASE PRICE
SET FORTH THEREIN AND PREPAYMENT CONSIDERATION IN CONNECTION THEREWITH OR (2)
THE PARTIAL DEFEASANCE OF SUCH MEZZANINE LOAN.
(35)
NO MATERIAL DEFAULT. THERE EXISTS NO MONETARY DEFAULT AND TO
SELLER'S KNOWLEDGE, THERE EXISTS NO MATERIAL NON-MONETARY DEFAULT, BREACH,
VIOLATION OR EVENT OF ACCELERATION (AND NO EVENT WHICH, WITH THE PASSAGE OF TIME
OR THE GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE ANY OF THE FOREGOING) UNDER
THE DOCUMENTS EVIDENCING OR SECURING THE MORTGAGE LOAN OR THE RELATED MEZZANINE
LOAN, IN ANY SUCH CASE TO THE EXTENT THE SAME MATERIALLY AND ADVERSELY AFFECTS
THE VALUE OF THE MEZZANINE LOAN AND THE RELATED PROPERTY. NEITHER THE MORTGAGE
LOAN SELLER NOR ANY SERVICER ACTING ON ITS BEHALF HAS ISSUED ANY NOTICE OF
DEFAULT, BREACH