OR LOCAL ENVIRONMENTAL LAW, AND SELLER HAS NOT
RECEIVED ANY ACTUAL NOTICE OF A MATERIAL VIOLATION OF CERCLA OR ANY APPLICABLE
FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW WITH RESPECT TO THE RELATED MORTGAGED
PROPERTY SECURING SUCH LOAN THAT WAS NOT DISCLOSED IN THE RELATED REPORT.
THE
RELATED MORTGAGE OR OTHER RELATED LOAN DOCUMENTS REQUIRE THE RELATED BORROWER
(AND THE RELATED LEASES REQUIRE THE RELATED TENANT) TO COMPLY WITH ALL
APPLICABLE FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS AND REGULATIONS.
(O)
SUCH LOAN IS NOT CROSS-COLLATERALIZED WITH ANY MORTGAGE LOAN THAT
IS NOT A PURCHASED ASSET UNDER THIS AGREEMENT.
(P)
THE TERMS OF THE RELATED MORTGAGE, THE RELATED NOTE, THE RELATED
MASTER LOAN AGREEMENT AND OTHER LOAN DOCUMENTS WITH RESPECT TO SUCH LOAN HAVE
NOT BEEN IMPAIRED, WAIVED, ALTERED, MODIFIED, SATISFIED, CANCELED OR
SUBORDINATED IN ANY MATERIAL RESPECT, EXCEPT BY WRITTEN INSTRUMENTS, APPROVED BY
THE AGENT, THAT ARE PART OF THE CUSTODIAN'S LOAN FILE, AND RECORDED OR FILED IN
THE APPLICABLE PUBLIC OFFICE IF NECESSARY TO MAINTAIN THE PRIORITY OF THE LIEN
OF THE RELATED MORTGAGE.
(Q)
THERE ARE NO DELINQUENT TAXES, GROUND RENTS, ASSESSMENTS FOR
IMPROVEMENTS OR OTHER SIMILAR OUTSTANDING LIENABLE CHARGES AFFECTING THE RELATED
MORTGAGED PROPERTY WITH RESPECT TO SUCH LOAN WHICH ARE OR MAY BECOME A LIEN OF
PRIORITY EQUAL TO OR HIGHER THAN THE LIEN OF THE RELATED MORTGAGE.
FOR PURPOSES
OF THIS REPRESENTATION AND WARRANTY, REAL PROPERTY TAXES AND ASSESSMENTS SHALL
NOT BE CONSIDERED UNPAID UNTIL THE DATE ON WHICH INTEREST AND/OR PENALTIES WOULD
BE PAYABLE THEREON.
(R)
THE INTEREST OF THE RELATED BORROWER IN THE RELATED MORTGAGED
PROPERTY CONSISTS OF A FEE SIMPLE ESTATE IN REAL PROPERTY AND THE RELATED
BORROWER IS THE SOLE OWNER OF THE RELATED MORTGAGED PROPERTY.
(S)
SUCH LOAN IS A WHOLE LOAN AND NOT A PARTICIPATION INTEREST.
(T)
THE ASSIGNMENT OF MORTGAGE, IF ANY, WITH RESPECT TO SUCH LOAN
CONSTITUTES THE LEGAL, VALID AND BINDING ASSIGNMENT OF THE RELATED MORTGAGE FROM
THE SELLER TO THE COLLATERAL AGENT, ON BEHALF OF THE BUYERS.
THE ASSIGNMENT OF
LEASES AND RENTS SET FORTH IN THE RELATED MORTGAGE OR A SEPARATE ASSIGNMENT OF
LEASES RELATED TO AND DELIVERED IN CONNECTION WITH SUCH LOAN ESTABLISHES AND
CREATES IN FAVOR OF THE COLLATERAL AGENT, ON BEHALF OF THE BUYERS, A VALID,
SUBSISTING AND, SUBJECT ONLY TO PERMITTED EXCEPTIONS, ENFORCEABLE FIRST PRIORITY
LIEN AND FIRST PRIORITY SECURITY INTEREST IN THE RELATED BORROWER'S INTEREST IN
ALL LEASES, SUBLEASES, LICENSES OR OTHER AGREEMENTS PURSUANT TO WHICH ANY PERSON
IS ENTITLED TO OCCUPY, USE OR POSSESS ALL OR ANY PORTION OF THE REAL PROPERTY
SUBJECT TO THE RELATED MORTGAGE, AND EACH ASSIGNOR THEREUNDER HAS THE FULL RIGHT
TO ASSIGN THE SAME.
THE RELATED ASSIGNMENT OF MORTGAGE, IF ANY, AND ASSIGNMENT
OF LEASES, IF ANY, EXECUTED AND DELIVERED IN FAVOR OF THE COLLATERAL AGENT ARE
IN RECORDABLE FORM AND CONSTITUTE A LEGAL, VALID AND BINDING ASSIGNMENT,
SUFFICIENT TO CONVEY TO THE COLLATERAL AGENT ALL OF THE ASSIGNOR'S RIGHT, TITLE
AND INTEREST IN, TO AND UNDER THE RELATED MORTGAGE AND ALL LEASES AND