JUNIOR TO OR OF EQUAL PRIORITY WITH THE LIEN OF THE RELATED MORTGAGE OR
PLEDGE WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER THEREOF OR THE
SATISFACTION OF DEBT SERVICE COVERAGE OR SIMILAR CRITERIA SPECIFIED THEREIN.
THE
VII-8
PLEDGED EQUITY IS NOT, AND NONE OF THE MORTGAGED PROPERTIES IS, ENCUMBERED BY
ANY LIEN JUNIOR TO THE LIEN OF THE RELATED MORTGAGE.
EACH MEZZANINE LOAN
CONTAINS A "DUE ON SALE" CLAUSE THAT PROVIDES FOR THE ACCELERATION OF THE
PAYMENT OF THE UNPAID PRINCIPAL BALANCE OF THE MEZZANINE LOAN OR MORTGAGE LOAN
IF, WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER THEREOF, THE RELATED
PROPERTY, OR ANY MATERIAL PORTION THEREOF, OR PLEDGED EQUITY OR A CONTROLLING
INTEREST IN THE DIRECT OR INDIRECT OWNERSHIP INTERESTS IN THE MORTGAGOR IS
DIRECTLY OR INDIRECTLY TRANSFERRED, SOLD, OR PLEDGED.
(37)
ACTIONS CONCERNING MEZZANINE LOANS.
THERE ARE NO ACTIONS, SUITS,
GOVERNMENTAL INVESTIGATIONS OR PROCEEDINGS PENDING OR THREATENED BEFORE ANY
COURT, GOVERNMENTAL AUTHORITY, ADMINISTRATIVE AGENCY OR ARBITRATOR CONCERNING
ANY MEZZANINE LOAN OR MORTGAGE LOAN OR THE RELATED PLEDGOR OR MORTGAGOR OR
PLEDGED EQUITY OR PROPERTY THAT, IF DETERMINED ADVERSELY, WOULD ADVERSELY AFFECT
TITLE TO THE MEZZANINE LOAN OR MORTGAGE LOAN OR THE VALIDITY OR ENFORCEABILITY
OF THE RELATED PLEDGE OR MORTGAGE OR THAT MIGHT MATERIALLY AND ADVERSELY AFFECT
THE VALUE OF THE PLEDGED EQUITY OR PROPERTY, THE CURRENT ABILITY OF THE PROPERTY
TO GENERATE NET OPERATING INCOME TO SERVICE THE MORTGAGE LOAN, THE PRINCIPAL
BENEFIT OF THE SECURITY INTENDED TO BE PROVIDED FOR THE MEZZANINE LOAN OR
MORTGAGE LOAN, OR THE CURRENT USE OF THE PROPERTY.
(38)
SERVICING.
THE SERVICING AND COLLECTION PRACTICES USED BY SELLER
AND ANY SERVICER OF THE MORTGAGE LOAN OR RELATED MEZZANINE LOAN HAVE BEEN IN ALL
MATERIAL RESPECTS LEGAL, PROPER AND PRUDENT AND HAVE MET CUSTOMARY INDUSTRY
STANDARDS FOR SERVICING OF COMMERCIAL MORTGAGE OR MEZZANINE LOANS.
(39)
LICENSES AND PERMITS.
THE RELATED MORTGAGOR IS IN POSSESSION OF
ALL MATERIAL LICENSES, PERMITS AND FRANCHISES REQUIRED BY APPLICABLE LAW FOR THE
OWNERSHIP AND OPERATION OF THE RELATED PROPERTY AS IT WAS THEN OPERATED AND, AS
OF THE PURCHASE DATE, SELLER HAS NO WRITTEN NOTICE THAT THE RELATED MORTGAGOR
WAS NOT IN POSSESSION OF SUCH LICENSES, PERMITS AND FRANCHISES OR THAT SUCH
LICENSES, PERMITS AND FRANCHISES HAVE NOT OTHERWISE BEEN ISSUED.
THE MORTGAGE
LOAN REQUIRES THE RELATED PROPERTY TO BE IN MATERIAL COMPLIANCE WITH LAWS AND
REGULATIONS APPLICABLE TO THE PROPERTY, IN EACH CASE TO THE EXTENT REQUIRED BY
LAW.
(40)
NON-RECOURSE EXCEPTIONS.
THE RELATED MEZZANINE LOAN AND MORTGAGE
LOAN DOCUMENTS CONTAIN PROVISIONS PROVIDING FOR RECOURSE AGAINST THE RELATED
PLEDGOR OR MORTGAGOR, A PRINCIPAL OF SUCH PLEDGOR OR MORTGAGOR OR AN ENTITY
CONTROLLED BY A PRINCIPAL OF SUCH PLEDGOR OR MORTGAGOR, OR A NATURAL PERSON, FOR
DAMAGES SUSTAINED IN CONNECTION WITH THE PLEDGOR'S OR MORTGAGOR'S (I) FRAUD,
(II) INTENTIONAL MISREPRESENTATION, (III) MISAPPROPRIATION OR MISAPPLICATION OF
RENTS OR AMOUNTS DUE LENDER, INSURANCE PROCEEDS OR CONDEMNATION PROCEEDS,
(IV) VOLUNTARY BANKRUPTCY, (V) FAILURE TO OBTAIN PRIOR CONSENT TO ANY
ENCUMBRANCE OF THE PLEDGED EQUITY UNDER THE MEZZANINE LOAN