AS OF THE CLOSING DATE WITH
RESPECT TO EACH BOND MORTGAGE LOAN AND MORTGAGED PROPERTY RELATED TO THE BONDS
AND THE SPONSOR DOCUMENTS, AS FOLLOWS:
(I)
THE SPONSOR DOCUMENTS TO WHICH IT IS A PARTY HAVE BEEN DULY
AUTHORIZED BY THE SPONSOR, ARE VALID AND BINDING AGREEMENTS OF THE SPONSOR, AND
ARE ENFORCEABLE AGAINST THE SPONSOR IN ACCORDANCE WITH THEIR TERMS EXCEPT AS MAY
BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIA, LIQUIDATION OR
READJUSTMENT OF DEBT OR SIMILAR LAWS NOW OR HEREAFTER AFFECTING THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY, AND AS MAY BE LIMITED BY THE EFFECT OF GENERAL
PRINCIPLES OF EQUITY REGARDLESS OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A
PROCEEDING AT LAW OR IN EQUITY.
(II)
SINCE JUNE 30, 2007 AND SEPTEMBER 30, 2007, AS THE CASE MAY BE,
WHICH IS THE DATE OF GUARANTOR'S MOST RECENTLY SUBMITTED FINANCIAL STATEMENT TO
FREDDIE MAC, AND SINCE SEPTEMBER 30, 2007, WHICH IS THE DATE OF PARENT
GUARANTOR'S MOST RECENTLY FILED SEC FORM 10-Q, THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE IN THE GENERAL FINANCIAL POSITION OF GUARANTOR OR PARENT
GUARANTOR.
FOR THE PURPOSES OF THIS REPRESENTATION AND WARRANTY, THE "GENERAL
FINANCIAL POSITION OF GUARANTOR OR PARENT GUARANTOR" SHALL BE DEEMED TO EXCLUDE
ANY SHORT-TERM ADVERSE CHANGES THAT OCCUR SOLELY AS A RESULT OF DAILY INTEREST
RATE FLUCTUATIONS.
(III)
THE SPONSOR (A) IS A LIMITED LIABILITY COMPANY DULY ORGANIZED AND
EXISTING PURSUANT TO THE LAWS OF STATE OF DELAWARE, (B) HAS THE POWER AND
AUTHORITY TO OWN ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW BEING
CONDUCTED AND AS CONTEMPLATED BY THE SPONSOR DOCUMENTS AND (C) HAS THE POWER AND
AUTHORITY TO EXECUTE AND PERFORM ALL THE UNDERTAKINGS IN THE SPONSOR DOCUMENTS
AND THE OTHER TRANSACTIONS AND AGREEMENTS CONTEMPLATED BY THE SPONSOR DOCUMENTS.
(IV)
THE EXECUTION AND PERFORMANCE BY THE SPONSOR OF THE SPONSOR
DOCUMENTS TO WHICH IT IS A PARTY AND OTHER AGREEMENTS REQUIRED PURSUANT TO SUCH
AGREEMENTS (A) WILL NOT VIOLATE IN ANY MATERIAL RESPECT OR, AS APPLICABLE, HAVE
NOT VIOLATED IN ANY MATERIAL RESPECT ANY PROVISION OF ANY LAW, RULE OR
REGULATION OR ANY ORDER OF ANY COURT OR OTHER AGENCY OR GOVERNMENT AND (B) WILL
NOT VIOLATE IN ANY MATERIAL RESPECT, OR AS APPLICABLE,
24
HAVE NOT VIOLATED IN ANY MATERIAL RESPECT ANY PROVISION OF ANY INDENTURE,
AGREEMENT OR OTHER INSTRUMENT TO WHICH THE SPONSOR IS A PARTY OR IS OTHERWISE
SUBJECT, OR RESULT IN THE CREATION OR IMPOSITION OF ANY MATERIAL LIEN, CHARGE OR
ENCUMBRANCE OF ANY NATURE.
(V)
THE SPONSOR IS NOT IN DEFAULT IN THE PERFORMANCE, OBSERVANCE OR
FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS OR CONDITIONS CONTAINED IN ANY
AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY WHICH DEFAULT WOULD IN SPONSOR'S
GOOD FAITH AND REASONABLE JUDGMENT MATERIALLY ADVERSELY AFFECT THE TRANSACTIONS
CONTEMPLATED BY THE SPONSOR DOCUMENTS.
THERE IS NO ACTION, SUIT OR PROCEEDING
AT LAW OR IN EQUITY OR BY OR BEFORE ANY GOVERNMENTAL INSTRUMENTALITY OR OTHER
AGENCY NOW PENDING OR THREATENED IN WRITING AGAINST OR AFFECTING THE