PARTY ENVIRONMENTAL CONSULTANT WITH RESPECT TO
EACH PROPERTY IN CONNECTION WITH THE ORIGINATION OF THE RELATED MEZZANINE LOAN,
(B) A REPORT OF EACH SUCH ASSESSMENT (AN "ENVIRONMENTAL REPORT") IS DATED NO
EARLIER THAN 12 MONTHS PRIOR TO THE PURCHASE DATE AND HAS BEEN DELIVERED TO
BUYER, AND (C) TO SELLER'S KNOWLEDGE, THERE IS NO VIOLATION OF APPLICABLE
ENVIRONMENTAL LAWS AND REGULATIONS WITH RESPECT TO, OR ANY MATERIAL AND ADVERSE
ENVIRONMENTAL CONDITION OR CIRCUMSTANCE AFFECTING, ANY PROPERTY THAT WAS NOT
DISCLOSED IN SUCH REPORT. EACH MORTGAGE REQUIRES THE RELATED MORTGAGOR TO COMPLY
WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS AND REGULATIONS.
WHERE SUCH
ENVIRONMENTAL REPORT DISCLOSED A VIOLATION OF APPLICABLE
ENVIRONMENTAL LAWS AND REGULATIONS OR THE EXISTENCE OF A MATERIAL AND ADVERSE
ENVIRONMENTAL CONDITION OR CIRCUMSTANCE AFFECTING ANY PROPERTY, (I) A PARTY NOT
RELATED TO THE MORTGAGOR WAS IDENTIFIED AS THE RESPONSIBLE PARTY FOR SUCH
CONDITION OR CIRCUMSTANCE, (II) THE RELATED MORTGAGOR WAS REQUIRED EITHER TO
PROVIDE ADDITIONAL SECURITY AND/OR TO OBTAIN AN OPERATIONS AND MAINTENANCE
VII-4
PLAN OR (III) THE RELATED MORTGAGOR PROVIDED EVIDENCE SATISFACTORY TO THE
ORIGINATOR OF SUCH MORTGAGE LOAN THAT APPLICABLE FEDERAL, STATE OR LOCAL
GOVERNMENTAL AUTHORITIES WOULD NOT TAKE ANY ACTION, OR REQUIRE THE TAKING OF ANY
ACTION, IN RESPECT OF SUCH VIOLATION, CONDITION OR CIRCUMSTANCE. THE RELATED
MEZZANINE LOAN DOCUMENTS CONTAIN PROVISIONS PURSUANT TO WHICH THE RELATED
MORTGAGOR OR A PRINCIPAL OF SUCH MORTGAGOR HAS AGREED TO INDEMNIFY THE MORTGAGEE
FOR DAMAGES RESULTING FROM VIOLATIONS OF ANY APPLICABLE ENVIRONMENTAL LAWS.
(27)
LOAN DOCUMENT STATUS. EACH MORTGAGE NOTE, MORTGAGE, MEZZANINE NOTE,
PLEDGE
AND OTHER AGREEMENT THAT EVIDENCES OR SECURES A MORTGAGE LOAN OR RELATED
MEZZANINE LOAN AND THAT WAS EXECUTED BY OR ON BEHALF OF THE RELATED MORTGAGOR OR
PLEDGOR IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE MAKER THEREOF (SUBJECT
TO ANY NON-RECOURSE PROVISIONS CONTAINED IN ANY OF THE FOREGOING AGREEMENTS AND
ANY APPLICABLE STATE ANTI-DEFICIENCY OR MARKET VALUE LIMIT DEFICIENCY
LEGISLATION), ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH
ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND BY
GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND THERE IS NO VALID DEFENSE,
COUNTERCLAIM OR RIGHT OF OFFSET OR RESCISSION AVAILABLE TO THE RELATED MORTGAGOR
OR PLEDGOR RESPECT TO SUCH MORTGAGE NOTE, MORTGAGE, MEZZANINE NOTE, PLEDGE, OR
OTHER AGREEMENTS.
(28)
INSURANCE. EACH PROPERTY IS, AND IS REQUIRED PURSUANT TO THE
RELATED MORTGAGE TO BE, INSURED BY (A) AN ALL RISK
INSURANCE POLICY ISSUED BY
AN INSURER MEETING THE REQUIREMENTS OF SUCH MORTGAGE LOAN AND, TO THE EXTENT
REQUIRED AS OF THE DATE OF ORIGINATION BY THE ORIGINATOR OF SUCH MEZZANINE LOAN
CONSISTENT WITH ITS NORMAL COMMERCIAL MORTGAGE LENDING PRACTICES, AGAINST OTHER
RISKS INSURED AGAINST BY PERSONS OPERATING LIKE PROPERTIES IN THE LOCALITY OF
THE PROPERTY IN AN AMOUNT NOT LESS THAN THE LESSER OF THE PRINCIPAL BALANCE OF
THE RELATED MEZZANINE LOAN AND 100% OF THE REPLACEMENT