WITH, OR IS EXEMPT FROM, APPLICABLE STATE OR FEDERAL LAWS,
REGULATIONS AND OTHER REQUIREMENTS PERTAINING TO USURY.
ANY AND ALL OTHER
REQUIREMENTS OF ANY FEDERAL, STATE OR LOCAL LAWS APPLICABLE TO THE MEZZANINE
LOAN HAVE BEEN COMPLIED WITH.
(56)
AUTHORIZED TO DO BUSINESS.
TO THE EXTENT REQUIRED UNDER APPLICABLE
LAW, SELLER IS AUTHORIZED TO TRANSACT AND DO BUSINESS IN EACH JURISDICTION IN
WHICH A MORTGAGED PROPERTY IS LOCATED AT ALL TIMES WHEN IT HELD THE MEZZANINE
LOAN.
(57)
MEZZANINE LOAN DOCUMENTS.
THE MEZZANINE LOAN DOCUMENTS CONTAIN
PROVISIONS FOR THE ACCELERATION OF THE PAYMENT OF THE UNPAID PRINCIPAL BALANCE
OF THE MEZZANINE LOAN IF (A) THE MORTGAGOR VOLUNTARILY TRANSFERS OR ENCUMBERS
ALL OR ANY PORTION OF ANY RELATED MEZZANINE COLLATERAL, OR (B) ANY DIRECT OR
INDIRECT INTEREST IN MORTGAGOR IS VOLUNTARILY TRANSFERRED OR ASSIGNED, OTHER
THAN, IN EACH CASE, AS PERMITTED UNDER THE TERMS AND CONDITIONS OF THE MEZZANINE
LOAN DOCUMENTS.
(58)
NO LIMITATION ON ASSIGNABILITY IN MEZZANINE LOAN DOCUMENTS.
EXCEPT
AS EXPRESSLY STATED IN THE MEZZANINE LOAN DOCUMENTS, SELLER'S ABILITY TO ASSIGN,
TRANSFER AND CONVEY THE MEZZANINE LOAN TO ANY OTHER PERSON OR ENTITY IS NOT
LIMITED OR PROHIBITED BY ANY PROVISION CONTAINED IN THE MEZZANINE LOAN
DOCUMENTS.
(59)
COLLATERAL SECURES MEZZANINE LOANS ONLY.
THE MEZZANINE COLLATERAL
DOES NOT SECURE ANY MEZZANINE LOAN OTHER THAN THE MEZZANINE LOAN BEING
TRANSFERRED AND ASSIGNED TO BUYER HEREUNDER (EXCEPT FOR MEZZANINE LOANS, IF ANY,
WHICH ARE CROSS-COLLATERALIZED WITH OTHER
VII-12
MEZZANINE LOANS BEING CONVEYED TO BUYER SUBSEQUENT TRANSFEREE HEREUNDER AND
IDENTIFIED ON THE ASSET SCHEDULE).
(60)
MERS UNDERLYING ASSET.
WITH RESPECT TO EACH MEZZANINE LOAN THAT IS
A MERS UNDERLYING ASSET, THE RELATED MORTGAGOR IS REGISTERED WITH MERS AND EACH
ASSIGNMENT OF THE MERS UNDERLYING ASSET HAS BEEN REGISTERED WITH MERS.
VII-13
EXHIBIT VIII
REPRESENTATIONS AND WARRANTIES REGARDING
EACH PARTICIPATION INTEREST AND
THE RELATED UNDERLYING ASSET
1.
Validity of Documents.
The Participation Agreement and any other
agreement executed and delivered by Seller in connection with a Participation
Interest are genuine, and each is the legal, valid and binding obligation of the
maker thereof enforceable in accordance with its terms.
Seller had legal
capacity to enter into the Participation Agreement and the legal capacity to
execute and deliver the Participation Agreement, and the Participation Agreement
has been duly and properly executed by the maker thereof and any other signatory
thereto.
The Participation Agreement is in full force and effect, and the
enforceability of the Participation Agreement has not been contested by any
person or entity.
2.
Original Terms Unmodified.
The terms of the Participation
Agreement have not been impaired, altered or modified in any material respect.
3.
No Defenses.
The Participation Interest is not subject to any
right of rescission, set-off, counterclaim or defense nor will the operation of
any of the terms of the Participation Agreement, or the exercise of any right
thereunder, render the Participation Agreement unenforceable in whole or in part
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto.
4.
No