EVIDENCE OF RECORDATION, OR SUBMISSION FOR RECORDATION, FROM THE APPROPRIATE
GOVERNMENTAL RECORDING OFFICE OF THE JURISDICTION WHERE THE MORTGAGED PROPERTY
IS LOCATED.
(XI)
A COPY OF THE UCC FINANCING STATEMENTS AND
ALL NECESSARY UCC CONTINUATION STATEMENTS WITH EVIDENCE OF FILING OR SUBMISSION
FOR FILING THEREON, AND UCC ASSIGNMENTS PREPARED BY SELLER IN BLANK, WHICH UCC
ASSIGNMENTS SHALL BE IN FORM AND SUBSTANCE ACCEPTABLE FOR FILING.
(XII)
AN ENVIRONMENTAL INDEMNITY AGREEMENT (IF ANY).
(XIII)
AN OMNIBUS ASSIGNMENT IN BLANK (IF ANY).
(XIV)
A DISBURSEMENT LETTER FROM THE MORTGAGOR TO THE
ORIGINAL MORTGAGEE (IF ANY).
(XV)
MORTGAGOR'S CERTIFICATE OR TITLE AFFIDAVIT (IF
ANY).
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(XVI)
A SURVEY OF THE MORTGAGED PROPERTY (IF ANY) AS
ACCEPTED BY THE TITLE COMPANY FOR ISSUANCE OF THE TITLE POLICY.
(XVII)
A COPY OF THE MORTGAGOR'S OPINION OF COUNSEL (IF
ANY).
(XVIII)
AN ASSIGNMENT OF PERMITS, CONTRACTS AND AGREEMENTS (IF
ANY).
With respect to each Purchased Loan which is a mezzanine loan secured by a
pledge of the entire (or such lesser amount as Loan Buyer may agree to) direct
or indirect equity ownership interest of Seller in an entity that owns a
multifamily or commercial property:
(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)
AN ORIGINAL OR COPY OF THE MEZZANINE LOAN
AGREEMENT AND THE GUARANTEE, IF ANY, EXECUTED IN CONNECTION WITH THE PURCHASED
LOAN.
(III)
AN ORIGINAL OR COPY OF THE INTERCREDITOR OR
LOAN COORDINATION AGREEMENT, IF ANY, EXECUTED IN CONNECTION WITH THE PURCHASED
LOAN.
(IV)
AN ORIGINAL OR COPY OF THE SECURITY AGREEMENT
EXECUTED IN CONNECTION WITH THE PURCHASED LOAN.
(V)
COPIES OF ALL DOCUMENTS RELATING TO THE
FORMATION AND ORGANIZATION OF THE BORROWER OF SUCH PURCHASED LOAN, TOGETHER WITH
ALL CONSENTS AND RESOLUTIONS DELIVERED IN CONNECTION WITH SUCH BORROWER'S
OBTAINING THE PURCHASED LOAN.
(VI)
ALL OTHER DOCUMENTS AND INSTRUMENTS
EVIDENCING, GUARANTEEING, INSURING OR OTHERWISE CONSTITUTING OR MODIFYING OR
OTHERWISE AFFECTING SUCH PURCHASED LOAN, OR OTHERWISE EXECUTED OR DELIVERED IN
CONNECTION WITH, OR OTHERWISE RELATING TO, SUCH PURCHASED LOAN, INCLUDING ALL
DOCUMENTS ESTABLISHING OR IMPLEMENTING ANY LOCKBOX PURSUANT TO WHICH SELLER IS
ENTITLED TO RECEIVE ANY PAYMENTS FROM CASH FLOW OF THE UNDERLYING REAL PROPERTY.
(VII)
THE ASSIGNMENT OF PURCHASED LOAN SUFFICIENT TO
TRANSFER TO BUYER ALL OF SELLER'S RIGHTS, TITLE AND INTEREST IN AND TO THE
PURCHASED LOAN.
(VIII)
A COPY OF THE BORROWER'S OPINION OF COUNSEL (IF
ANY).
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(IX)
A COPY OF THE UCC FINANCING STATEMENTS AND
ALL NECESSARY