CONTEMPLATED IN THIS AGREEMENT AND THE OPERATIVE DOCUMENTS FOR
WHICH TABERNA, TABERNA CAPITAL OR ANY OF THEIR AFFILIATES COULD BE RESPONSIBLE.
(F)
NEITHER THE COMPANY NOR ANY OF ITS "AFFILIATES" (AS DEFINED IN
RULE 501(B) OF REGULATION D ("REGULATION D") UNDER THE SECURITIES ACT), NOR ANY
PERSON ACTING ON ITS OR THEIR BEHALF, HAS, DIRECTLY OR INDIRECTLY, MADE OFFERS
OR SALES OF ANY SECURITY, OR SOLICITED OFFERS TO BUY ANY SECURITY, UNDER
CIRCUMSTANCES THAT WOULD REQUIRE THE REGISTRATION OF ANY OF THE REPLACEMENT
COLLATERAL UNDER THE SECURITIES ACT.
(G)
NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, NOR ANY PERSON
ACTING ON ITS OR THEIR BEHALF, HAS ENGAGED IN ANY FORM OF GENERAL SOLICITATION
OR GENERAL ADVERTISING (WITHIN THE MEANING OF REGULATION D) IN CONNECTION WITH
ANY OFFER OR SALE OF ANY OF THE REPLACEMENT COLLATERAL.
(H)
THE REPLACEMENT COLLATERAL (I) ARE NOT AND HAVE NOT BEEN LISTED ON
A NATIONAL SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), OR QUOTED ON A U.S.
AUTOMATED INTER-DEALER QUOTATION SYSTEM AND (II) ARE NOT SECURITIES ISSUED BY AN
OPEN-END INVESTMENT COMPANY, UNIT INVESTMENT TRUST OR FACE-AMOUNT CERTIFICATE
COMPANY THAT ARE, OR ARE REQUIRED TO BE, REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), AND,
TO THE COMPANY'S KNOWLEDGE, THE CMBS BOND OTHERWISE SATISFIES THE ELIGIBILITY
REQUIREMENTS OF RULE 144A(D)(3) PROMULGATED PURSUANT TO THE SECURITIES ACT
("RULE 144A(D)(3)").
(I)
THE COMPANY IS NOT, AND IMMEDIATELY FOLLOWING CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, WILL NOT BE, AN "INVESTMENT COMPANY" OR AN
ENTITY "CONTROLLED" BY AN "INVESTMENT COMPANY," IN EACH CASE WITHIN THE MEANING
OF SECTION 3(A) OF THE INVESTMENT COMPANY ACT.
(J)
EACH OF THIS AGREEMENT AND THE OPERATIVE DOCUMENTS AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN HAVE BEEN DULY
AUTHORIZED BY THE COMPANY AND, ON THE CLOSING DATE, WILL HAVE BEEN DULY EXECUTED
AND DELIVERED BY THE COMPANY, AND, ASSUMING DUE AUTHORIZATION, EXECUTION AND
DELIVERY BY TABERNA, WILL BE A LEGAL, VALID AND BINDING OBLIGATIONS OF THE
COMPANY ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY.
(K)
SUBJECT TO SECTION 5(O) HEREOF, NEITHER THE EXCHANGE OF THE
REPLACEMENT COLLATERAL FOR THE PREFERRED SECURITIES, NOR THE EXECUTION AND
DELIVERY OF AND COMPLIANCE WITH THE OPERATIVE DOCUMENTS BY THE COMPANY, NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, (I) WILL
CONFLICT WITH OR CONSTITUTE A VIOLATION OR BREACH OF (X) THE CHARTER OR BYLAWS
OR SIMILAR ORGANIZATIONAL DOCUMENTS OF THE COMPANY OR ANY SUBSIDIARY OF THE
COMPANY OR (Y) ANY APPLICABLE LAW, STATUTE, RULE, REGULATION, JUDGMENT, ORDER,
WRIT OR DECREE OF ANY GOVERNMENT, GOVERNMENTAL AUTHORITY, AGENCY OR
INSTRUMENTALITY OR COURT, DOMESTIC OR FOREIGN, HAVING JURISDICTION OVER THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE PROPERTIES OR
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ASSETS (COLLECTIVELY, THE "GOVERNMENTAL ENTITIES"), (II) WILL CONFLICT WITH OR
CONSTITUTE A VIOLATION