Collection Account from any Person other than
Buyer
56.
MERS Purchased Loans. With respect to each Mortgage Loan that is a
MERS Purchased Loan, the related Mortgagor registered with MERS and each
assignment of the MERS Purchased Loan has been registered with MERS.
VI-14
EXHIBIT VII
REPRESENTATIONS AND WARRANTIES
REGARDING EACH INDIVIDUAL MEZZANINE LOAN
WHICH IS A MEZZANINE LOAN
(1)
Mezzanine Loan Information. The information set forth in the
Mezzanine Loan Schedule is complete, true and correct in all material respects.
(2)
NO DEFAULT OR DISPUTE UNDER MEZZANINE LOAN DOCUMENTS. THERE EXISTS
NO MATERIAL DEFAULT, BREACH, VIOLATION OR EVENT OF ACCELERATION (AND NO EVENT
WHICH, WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD
CONSTITUTE ANY OF THE FOREGOING) UNDER THE DOCUMENTS EVIDENCING OR SECURING THE
MORTGAGE LOAN OR MEZZANINE LOAN, IN ANY SUCH CASE TO THE EXTENT THE SAME
MATERIALLY AND ADVERSELY AFFECTS THE VALUE OF THE MEZZANINE LOAN AND THE RELATED
UNDERLYING REAL PROPERTY.
(3)
NO OFFSETS, DEFENSES OR COUNTERCLAIMS. THERE IS NO VALID RIGHT OF
OFFSET OR RESCISSION, DEFENSE OR COUNTERCLAIM TO SUCH MORTGAGE LOAN OR MEZZANINE
LOAN.
(4)
EQUITY PLEDGES. THE PLEDGE OF OWNERSHIP INTERESTS SECURING SUCH
MEZZANINE LOAN RELATES TO ALL OR SUBSTANTIALLY ALL DIRECT OR INDIRECT EQUITY OR
OWNERSHIP INTERESTS IN THE UNDERLYING REAL PROPERTY OWNER (SO THAT, EXCEPT FOR
THE EQUITY INTERESTS PLEDGED TO SELLER, THERE ARE NO DIRECT OR INDIRECT EQUITY
OR OWNERSHIP INTERESTS IN UNDERLYING REAL PROPERTY OWNER OR IN ANY CONSTITUENT
ENTITY) AND HAS BEEN FULLY PERFECTED IN FAVOR OF SELLER AS MEZZANINE LENDER.
(5)
DEPOSITORY AGREEMENT THE COLLECTION ACCOUNT ADMINISTRATOR, IF ANY,
IS NOT AN AFFILIATE OF SELLER. MEZZANINE LENDER HAS A PERFECTED SECURITY
INTEREST IN THE CASH MANAGEMENT AGREEMENT.
(6)
ENFORCEABILITY. MORTGAGE LENDER AND MEZZANINE LENDER CAN RELY ON
OPINIONS FROM MORTGAGE BORROWER'S AND MEZZANINE BORROWER'S COUNSEL TO THE EFFECT
THAT THE MORTGAGE LOAN AND MEZZANINE LOAN DOCUMENTS HAVE BEEN DULY AND PROPERLY
EXECUTED BY THE PARTIES THERETO, AND EACH IS THE LEGAL, VALID AND BINDING
OBLIGATION OF THE PARTIES THERETO, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, RECEIVERSHIP, MORATORIUM OR OTHER LAWS RELATING TO OR AFFECTING
THE RIGHTS OF CREDITORS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW). THE MEZZANINE LOAN IS NOT USURIOUS. SELLER HAS FULLY AND VALIDLY
PERFECTED ALL SECURITY INTERESTS CREATED OR INTENDED TO BE CREATED PURSUANT TO
THE MEZZANINE LOAN DOCUMENTS.
(7)
WAIVERS AND MODIFICATIONS. THE TERMS AND PROVISIONS OF THE RELATED
MORTGAGE LOAN AND MEZZANINE LOAN DOCUMENTS HAVE NOT BEEN IMPAIRED, WAIVED,
ALTERED, SUPPLEMENTED, RESTATED OR MODIFIED IN ANY MATERIAL RESPECT (OTHER THAN
BY A WRITTEN INSTRUMENT WHICH IS INCLUDED IN THE RELATED MORTGAGE LOAN AND
MEZZANINE LOAN FILE).
(8)
VALID ASSIGNMENT. THE ASSIGNMENT OF MEZZANINE LOAN CONSTITUTES THE
LEGAL, VALID AND BINDING ASSIGNMENT OF SUCH MEZZANINE LOAN FROM SELLER TO OR FOR
THE BENEFIT OF BUYER. NO CONSENT OR APPROVAL BY ANY