NO
OTHER IMPEDIMENT EXISTS TO ANY SUCH TRANSFER.
(9)
CERTAIN REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS AND
WARRANTIES IN THE MORTGAGE LOAN AND MEZZANINE LOAN DOCUMENTS ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS.
(10)
PARTIES AUTHORIZED.
TO THE EXTENT REQUIRED UNDER APPLICABLE LAW AS
OF THE PURCHASE DATE, EACH PARTY TO THE MEZZANINE LOAN DOCUMENTS WAS AUTHORIZED
TO DO BUSINESS IN THE JURISDICTION IN WHICH THE RELATED UNDERLYING REAL PROPERTY
IS LOCATED AT ALL TIMES WHEN IT HELD THE MEZZANINE LOAN TO THE EXTENT NECESSARY
TO ENSURE THE VALIDITY AND ENFORCEABILITY OF SUCH MEZZANINE LOAN.
(11)
NO ADVANCES OF FUNDS.
NO PARTY TO THE MORTGAGE OR MEZZANINE LOAN
DOCUMENTS HAS ADVANCED FUNDS ON ACCOUNT OF ANY DEFAULT UNDER THE MORTGAGE OR
MEZZANINE LOAN DOCUMENTS.
(12)
SERVICING.
THE SERVICING AND COLLECTION PRACTICES USED BY SELLER
FOR THE MEZZANINE LOAN HAVE COMPLIED WITH APPLICABLE LAW IN ALL MATERIAL
RESPECTS AND ARE CONSISTENT WITH THOSE EMPLOYED BY PRUDENT SERVICERS OF
COMPARABLE MEZZANINE LOANS.
(13)
NO ASSIGNMENT.
SELLER HAS NOT EFFECTUATED ANY TRANSFER, SALE,
ASSIGNMENT, HYPOTHECATION, OR OTHER CONVEYANCE OF ANY OF ITS RIGHTS AND
OBLIGATIONS UNDER ANY MEZZANINE LOAN DOCUMENT, EXCEPT IN CONNECTION WITH THIS
AGREEMENT.
(14)
NO BANKRUPTCY.
NONE OF THE FOLLOWING PARTIES IS A DEBTOR IN ANY
STATE OR FEDERAL BANKRUPTCY OR INSOLVENCY PROCEEDING: SELLER; UNDERLYING REAL
PROPERTY OWNER; MORTGAGE LOAN PROPERTY OWNER PRINCIPAL/SPONSOR, UNDERLYING REAL
PROPERTY MORTGAGEE, MEZZANINE LOAN BORROWER, OR MEZZANINE LOAN
PRINCIPAL/SPONSOR.
(15)
MEZZANINE LOAN DOCUMENTS.
A COMPLETE LIST OF ALL MATERIAL LOAN
DOCUMENTS HAS BEEN DELIVERED BY THE MEZZANINE BORROWER IN CONNECTION WITH THE
MEZZANINE LOAN AGREEMENT AND TRUE COUNTERPART ORIGINALS OF THE MEZZANINE LOAN
DOCUMENTS AND TRUE AND CORRECT COPIES OF THE MORTGAGE LOAN DOCUMENTS HAVE BEEN
DELIVERED BY SELLER TO BUYER.
(16)
OWNERSHIP.
SELLER IS THE SOLE OWNER OF THE MEZZANINE LOAN
DOCUMENTS AND THE RELATED RIGHTS DESCRIBED ABOVE AND THAT THE MEZZANINE LOAN
DOCUMENTS AND THE RELATED RIGHTS DESCRIBED ABOVE ARE NOT, AND HAVE NOT BEEN,
PLEDGED, NOR ASSIGNED, TO ANOTHER PARTY AND ARE NOT OTHERWISE ENCUMBERED AS OF
THE EXECUTION AND DELIVERY OF THIS AGREEMENT.
(17)
OWNERSHIP OF MEZZANINE LOANS.
EACH MEZZANINE LOAN IS A
PARTICIPATION INTEREST IN A WHOLE LOAN.
IMMEDIATELY PRIOR TO THE TRANSFER TO
BUYER OF THE MEZZANINE LOAN, SELLER HAD GOOD AND MARKETABLE TITLE TO, AND WAS
THE SOLE OWNER OF, EACH MEZZANINE LOAN.
SELLER HAS FULL RIGHT, POWER AND
AUTHORITY TO TRANSFER AND ASSIGN THE MEZZANINE LOAN TO OR AT THE DIRECTION OF
VII-2
BUYER AND HAS VALIDLY AND EFFECTIVELY CONVEYED (OR CAUSED TO BE CONVEYED) TO
BUYER OR ITS DESIGNEE ALL OF SELLER'S LEGAL AND BENEFICIAL INTEREST IN AND TO
THE MEZZANINE LOAN FREE AND CLEAR OF ANY AND ALL PLEDGES, LIENS, CHARGES,
SECURITY INTERESTS, PARTICIPATION INTERESTS, AND/OR OTHER ENCUMBRANCES.
THE
SALE OF THE MEZZANINE LOAN TO BUYER OR ITS DESIGNEE DOES NOT REQUIRE SELLER TO
OBTAIN ANY GOVERNMENTAL OR REGULATORY APPROVAL OR CONSENT THAT HAS NOT BEEN
OBTAINED.
(18)
PAYMENT RECORD.
NO SCHEDULED PAYMENT OF PRINCIPAL AND INTEREST
UNDER ANY MEZZANINE LOAN OR RELATED MORTGAGE