THIRD PARTY IS REQUIRED FOR
ANY SUCH ASSIGNMENT OF SUCH MEZZANINE
VII-1
LOAN, FOR BUYER'S EXERCISE OF ANY RIGHTS OR REMEDIES UNDER THE ASSIGNMENT OF
MEZZANINE LOAN, OR FOR BUYER'S SALE OR OTHER DISPOSITION OF SUCH MEZZANINE LOAN
IF BUYER ACQUIRES TITLE THERETO, OTHER THAN CONSENTS AND APPROVALS WHICH HAVE
BEEN OBTAINED. NO THIRD PARTY (INCLUDING UNDERLYING REAL PROPERTY OWNER AND
UNDERLYING REAL PROPERTY MORTGAGEE) HOLDS ANY "RIGHT OF FIRST REFUSAL," "RIGHT
OF FIRST NEGOTIATION," "RIGHT OF FIRST OFFER," PURCHASE OPTION, OR OTHER SIMILAR
RIGHTS OF ANY KIND ON ACCOUNT OF THE OCCURRENCE OF ANY OF THE FOREGOING. NO
OTHER IMPEDIMENT EXISTS TO ANY SUCH TRANSFER.
(9)
CERTAIN REPRESENTATIONS AND WARRANTIES. TO SELLER'S KNOWLEDGE,
AFTER HAVING CONDUCTED DUE DILIGENCE CUSTOMARY BY SELLER AND OTHER PURCHASERS OF
MEZZANINE LOANS WITH RESPECT TO THE MORTGAGE LOAN, PROPERTY, MORTGAGE BORROWER,
MEZZANINE LOAN, PLEDGED EQUITY, MEZZANINE BORROWER, PRINCIPALS AND SPONSORS, 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. TO SELLER'S ACTUAL KNOWLEDGE, 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. EXHIBIT [
] REPRESENTS A COMPLETE LIST
OF ALL MATERIAL LOAN DOCUMENTS 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.
VII-2
(17)
ORGANIZATION. SELLER IS DULY ORGANIZED AND IS VALIDLY EXISTING
UNDER THE LAWS OF THE JURISDICTION