IF BORROWER
DOES NOT HAVE AN ORGANIZATIONAL IDENTIFICATION NUMBER AND LATER OBTAINS ONE,
BORROWER SHALL PROMPTLY NOTIFY LENDER OF SUCH ORGANIZATIONAL IDENTIFICATION
NUMBER AND (III) BORROWER WILL NOT CHANGE ITS TYPE OF ORGANIZATION, JURISDICTION
OF ORGANIZATION OR OTHER LEGAL STRUCTURE.
(V)
OWNER'S LEGAL STATUS.
(I)
THE FEE OWNER OF THE PREMISES AND THE
MAKER OF THE MORTGAGE NOTE IS AND SHALL BE OWNER, (II) THERE ARE NO DEFAULTS
EXISTING UNDER THE MORTGAGE LOAN DOCUMENTS, AND, TO THE BEST OF BORROWER'S
KNOWLEDGE, THERE IS NO EVENT WHICH, BUT FOR THE PASSAGE OF TIME OR THE GIVING OF
NOTICE, OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT UNDER THE MORTGAGE LOAN
DOCUMENTS, (III) THE MORTGAGE LOAN DOCUMENTS AND THE PROVISIONS THEREOF HAVE NOT
BEEN AMENDED, MODIFIED OR ALTERED IN ANY MANNER WHATSOEVER, (IV) THE MORTGAGE
CONSTITUTES A VALID AND ENFORCEABLE FIRST LIEN COVERING THE PREMISES SUBJECT
ONLY TO ITEMS SET FORTH AS EXCEPTIONS TO OR SUBORDINATE MATTERS IN THE TITLE
INSURANCE POLICY INSURING THE LIEN OF THE MORTGAGE, NONE OF WHICH, INDIVIDUALLY
OR IN THE AGGREGATE, MATERIALLY INTERFERE WITH THE BENEFITS
12
OF THE SECURITY INTENDED TO BE PROVIDED BY THE MORTGAGE, MATERIALLY AND
ADVERSELY AFFECT THE VALUE OF THE PREMISES, IMPAIR THE USE OR OPERATION OF THE
PREMISES FOR THE USE CURRENTLY BEING MADE THEREOF OR IMPAIR OWNER'S OR
BORROWER'S ABILITY TO PAY ITS OBLIGATIONS IN A TIMELY MANNER (SUCH ITEMS BEING
THE "PERMITTED ENCUMBRANCES"), (V) THE PREMISES ARE IMPROVED AND
INCOME-PRODUCING AND THE IMPROVEMENTS LOCATED THEREON HAVE NOT BEEN DAMAGED BY
FIRE OR OTHER CASUALTY, (VI) NO CONDEMNATION OR OTHER EMINENT DOMAIN PROCEEDINGS
HAVE BEEN COMMENCED WITH RESPECT TO THE PREMISES AND BORROWER HAS NO KNOWLEDGE
THAT ANY SUCH PROCEEDINGS ARE CONTEMPLATED, (VII) BORROWER KNOWS OF NO FACT OR
CIRCUMSTANCE WHICH WOULD AFFECT THE ENFORCEABILITY, VALIDITY OR PRIORITY OF THE
MORTGAGE LOAN DOCUMENTS, OR WHICH WOULD AFFECT THE ABILITY OR WILLINGNESS OF
OWNER AND ANY OTHER PERSON LIABLE UNDER THE MORTGAGE LOAN DOCUMENTS TO CONTINUE
TO PERFORM AND OBSERVE THE TERMS, COVENANTS AND PROVISIONS OF THE MORTGAGE LOAN
DOCUMENTS, (VIII) THE UNPAID PRINCIPAL BALANCE OF THE MORTGAGE NOTE AS OF THE
DATE OF THIS AGREEMENT IS AS SET FORTH ON EXHIBIT B ATTACHED HERETO.
(W)
TITLE.
BORROWER (I) IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS
GOOD AND MARKETABLE TITLE TO, (X) THE EQUITY INTERESTS SET FORTH IN SCHEDULE 1
ATTACHED HERETO AND (Y) ALL OF THE OTHER COLLATERAL OWNED BY BORROWER AS OF THE
DATE HEREOF, AND (II) WILL HAVE GOOD AND MARKETABLE TITLE TO THE EQUITY
INTERESTS AND ALL OTHER COLLATERAL HEREAFTER ACQUIRED, IN ANY CASE, FREE AND
CLEAR OF ALL CLAIMS, LIENS, OPTIONS AND ENCUMBRANCES OF ANY KIND, AND BORROWER
HAS THE RIGHT AND AUTHORITY TO PLEDGE AND ASSIGN ITS PORTION OF THE EQUITY
INTERESTS AND GRANT A SECURITY INTEREST THEREIN AS HEREIN PROVIDED.
(X)
SECURITIES LAWS.
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
DO NOT VIOLATE AND DO NOT REQUIRE THAT ANY FILING, REGISTRATION OR OTHER ACT BE
TAKEN WITH RESPECT TO ANY AND ALL