OF THE REPURCHASE DATE, SELLER IS NOT INSOLVENT WITHIN
THE MEANING OF 11 U.S.C. SECTION 101(32) OR ANY SUCCESSOR PROVISION THEREOF AND
THE TRANSFER AND SALE OF THE MORTGAGE ASSETS PURSUANT HERETO AND THE OBLIGATION
TO REPURCHASE SUCH MORTGAGE ASSET (I) WILL NOT CAUSE THE LIABILITIES OF SELLER
TO EXCEED THE ASSETS OF SELLER, (II) WILL NOT RESULT IN SELLER HAVING
UNREASONABLY SMALL CAPITAL, AND (III) WILL NOT RESULT IN DEBTS THAT WOULD BE
BEYOND SELLER'S ABILITY TO PAY AS THE SAME MATURE.
SELLER RECEIVED REASONABLY
EQUIVALENT VALUE IN EXCHANGE FOR THE TRANSFER AND SALE OF THE PURCHASED ASSETS
AND PURCHASED ITEMS SUBJECT HERETO.
NO PETITION IN BANKRUPTCY HAS BEEN FILED
AGAINST SELLER IN THE LAST TEN (10) YEARS, AND SELLER HAS NOT IN THE LAST TEN
(10) YEARS MADE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR TAKEN ADVANTAGE OF
ANY DEBTORS RELIEF LAWS.
(C)
NO BROKER.
(I) SELLER HAS NOT ENGAGED THE SERVICES OF, OR
OTHERWISE DEALT WITH, ANY BROKER, INVESTMENT BANKER, AGENT, OR OTHER PERSON,
EXCEPT FOR THE AGENT (OR AN AFFILIATE OF THE AGENT) IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER REPURCHASE DOCUMENT OR ANY TRANSACTION OR OTHER MATTER
RELATED THERETO AND (II)
NO BROKERAGE COMMISSION OR OTHER SIMILAR COMPENSATION
IS PAYABLE IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER REPURCHASE DOCUMENT OR
ANY TRANSACTION OR OTHER MATTER RELATED THERETO.
(D)
ABILITY TO PERFORM.
SELLER DOES NOT BELIEVE, NOR DOES IT HAVE ANY
REASON OR CAUSE TO BELIEVE, THAT IT CANNOT PERFORM EACH AND EVERY COVENANT
CONTAINED IN THE REPURCHASE DOCUMENTS APPLICABLE TO IT TO WHICH IT IS A PARTY.
52
(E)
NO MARGIN DEFICIT; NO DEFAULTS.
NO MARGIN DEFICIT EXISTS AND NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING HEREUNDER.
(F)
LEGAL NAME, GOOD STANDING; ORGANIZATIONAL IDENTIFICATION NUMBER;
AUTHORITY, QUALIFICATION TO DO BUSINESS; COMPLIANCE WITH LAW.
(I)
GWF-I'S EXACT LEGAL NAME IS GRAMERCY WAREHOUSE FUNDING I LLC.
GWF-I IS A LIMITED LIABILITY COMPANY, DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
(II)
GWF-I'S ORGANIZATIONAL IDENTIFICATION NUMBER IS 81-0653125.
SELLER WILL PROMPTLY NOTIFY THE AGENT OF ANY CHANGE IN ITS ORGANIZATIONAL
NUMBER.
(III)
SELLER HAS THE REQUISITE CORPORATE, PARTNERSHIP OR LIMITED
LIABILITY COMPANY POWER AND AUTHORITY, AS THE CASE MAY BE, TO OWN ITS PROPERTY
AND ASSETS AND TO TRANSACT THE BUSINESS IN WHICH IT IS ENGAGED AND PRESENTLY
PROPOSES TO ENGAGE.
SELLER IS QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING
IN ALL OTHER JURISDICTIONS IN WHICH THE NATURE OF THE BUSINESS CONDUCTED BY IT
MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE FAILURE SO TO QUALIFY COULD NOT
BE REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE AGGREGATE) TO HAVE A
MATERIAL ADVERSE EFFECT.
(IV)
SELLER IS IN COMPLIANCE WITH ALL REQUIREMENTS OF LAW EXCEPT TO THE
EXTENT THAT THE FAILURE TO COMPLY THEREWITH COULD NOT, IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(G)
ORGANIZATIONAL STRUCTURE; FINANCIAL CONDITION; NO MATERIAL ADVERSE
CHANGE.
A COPY OF SELLER'S CURRENT ORGANIZATIONAL