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 MEZZANINE LOAN, IN ANY SUCH CASE TO THE EXTENT THE SAME
MATERIALLY AND ADVERSELY AFFECTS THE VALUE OF THE MEZZANINE LOAN AND THE RELATED
UNDERLYING REAL PROPERTY.
(3)
NO OFFSETS, DEFENSES OR COUNTERCLAIMS.
THERE IS NO VALID RIGHT OF
OFFSET OR RESCISSION, DEFENSE OR COUNTERCLAIM TO SUCH MORTGAGE LOAN OR MEZZANINE
LOAN.
(4)
EQUITY PLEDGES.
THE PLEDGE OF OWNERSHIP INTERESTS SECURING SUCH
MEZZANINE LOAN RELATES TO ALL OR SUBSTANTIALLY ALL DIRECT OR INDIRECT EQUITY OR
OWNERSHIP INTERESTS IN THE UNDERLYING REAL PROPERTY OWNER (SO THAT, EXCEPT FOR
THE EQUITY INTERESTS PLEDGED TO SELLER, THERE ARE NO DIRECT OR INDIRECT EQUITY
OR OWNERSHIP INTERESTS IN UNDERLYING REAL PROPERTY OWNER OR IN ANY CONSTITUENT
ENTITY) AND HAS BEEN FULLY PERFECTED IN FAVOR OF SELLER AS MEZZANINE LENDER.
(5)
DEPOSITORY AGREEMENT THE COLLECTION ACCOUNT ADMINISTRATOR, IF ANY,
IS NOT AN AFFILIATE OF SELLER.
MEZZANINE LENDER HAS A PERFECTED SECURITY
INTEREST IN THE CASH MANAGEMENT AGREEMENT.
(6)
ENFORCEABILITY.
MORTGAGE LENDER AND MEZZANINE LENDER CAN RELY ON
OPINIONS FROM MORTGAGOR'S AND MEZZANINE BORROWER'S COUNSEL TO THE EFFECT THAT
THE MORTGAGE LOAN AND MEZZANINE LOAN DOCUMENTS HAVE BEEN DULY AND PROPERLY
EXECUTED BY THE PARTIES THERETO, AND EACH IS THE LEGAL, VALID AND BINDING
OBLIGATION OF THE PARTIES THERETO, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, RECEIVERSHIP, MORATORIUM OR OTHER LAWS RELATING TO OR AFFECTING
THE RIGHTS OF CREDITORS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW).
THE MEZZANINE LOAN IS NOT USURIOUS.
SELLER HAS FULLY AND VALIDLY
PERFECTED ALL SECURITY INTERESTS CREATED OR INTENDED TO BE CREATED PURSUANT TO
THE MEZZANINE LOAN DOCUMENTS.
(7)
WAIVERS AND MODIFICATIONS.
THE TERMS AND PROVISIONS OF THE
RELATED MORTGAGE LOAN AND MEZZANINE LOAN DOCUMENTS HAVE NOT BEEN IMPAIRED,
WAIVED, ALTERED, SUPPLEMENTED, RESTATED OR MODIFIED IN ANY MATERIAL RESPECT
(OTHER THAN BY A WRITTEN INSTRUMENT WHICH IS INCLUDED IN THE RELATED MORTGAGE
LOAN AND MEZZANINE LOAN FILE).
(8)
VALID ASSIGNMENT.
THE ASSIGNMENT OF MEZZANINE LOAN CONSTITUTES
THE LEGAL, VALID AND BINDING ASSIGNMENT OF SUCH MEZZANINE
VII-1
LOAN FROM SELLER TO OR FOR THE BENEFIT OF BUYER.
NO CONSENT OR APPROVAL BY ANY
THIRD PARTY IS REQUIRED FOR ANY SUCH ASSIGNMENT OF SUCH MEZZANINE LOAN, FOR
BUYER'S EXERCISE OF ANY RIGHTS OR REMEDIES UNDER THE ASSIGNMENT OF MEZZANINE
LOAN, OR FOR BUYER'S SALE OR OTHER DISPOSITION OF SUCH MEZZANINE LOAN IF BUYER
ACQUIRES TITLE THERETO, OTHER THAN CONSENTS AND APPROVALS WHICH HAVE BEEN
OBTAINED.
NO THIRD PARTY (INCLUDING UNDERLYING REAL PROPERTY OWNER AND
UNDERLYING REAL PROPERTY MORTGAGEE) HOLDS ANY "RIGHT OF FIRST REFUSAL," "RIGHT
OF FIRST NEGOTIATION," "RIGHT OF FIRST OFFER," PURCHASE OPTION, OR OTHER SIMILAR
RIGHTS OF ANY KIND ON ACCOUNT OF THE OCCURRENCE OF ANY OF THE FOREGOING.