MORTGAGE LOAN OR MEZZANINE LOAN IS IN
VIOLATION OF LAW.
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FRANCHISE AGREEMENT. THE FRANCHISE AGREEMENT AND THE LICENSE
GRANTED THEREBY ARE IN FULL FORCE AND EFFECT AND THERE IS NO DEFAULT THEREUNDER
BY ANY PARTY THERETO AND NO EVENT HAS OCCURRED THAT, WITH THE PASSAGE OF TIME
AND/OR GIVING OF NOTICE, WOULD CONSTITUTE A DEFAULT THEREUNDER. MORTGAGE
BORROWER HAS ALL RIGHTS TO USE THE LICENSE GRANTED UNDER THE FRANCHISE
AGREEMENT.
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LOCKBOX. ANY AGREEMENTS EXECUTED IN CONNECTION WITH THE CREATION OF
A COLLECTION ACCOUNT CREATE A VALID AND CONTINUING SECURITY INTEREST (AS DEFINED
IN THE UNIFORM COMMERCIAL CODE IN EFFECT IN THE STATE OF NEW YORK) IN EACH OF
SUCH COLLECTION ACCOUNTS IN FAVOR OF BUYER, WHICH SECURITY INTEREST IS PRIOR TO
ALL OTHER LIENS, AND IS ENFORCEABLE AS SUCH AGAINST CREDITORS OF AND PURCHASERS
FROM MORTGAGOR. EACH COLLECTION ACCOUNT CONSTITUTES A "DEPOSIT ACCOUNT" WITHIN
THE MEANING OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN THE STATE OF NEW YORK.
SELLER HAS DIRECTED THE SERVICER TO CAUSE EACH DEPOSITORY TO AGREE TO COMPLY
WITH ALL WRITTEN INSTRUCTIONS ORIGINATED BY BUYER, WITHOUT FURTHER CONSENT BY
BORROWER, DIRECTING DISPOSITION OF ALL SUMS AT ANY TIME HELD, DEPOSITED OR
INVESTED IN THE COLLECTION ACCOUNTS, TOGETHER WITH ANY INTEREST OR OTHER
EARNINGS THEREON, AND ALL PROCEEDS THEREOF (INCLUDING PROCEEDS OF SALES AND
OTHER DISPOSITIONS), WHETHER ACCOUNTS, GENERAL INTANGIBLES, CHATTEL PAPER,
DEPOSIT ACCOUNTS, INSTRUMENTS, DOCUMENTS OR SECURITIES. THE COLLECTION ACCOUNTS
ARE NOT IN THE NAME OF ANY PERSON OTHER THAN MORTGAGOR, AS PLEDGOR, OR LENDER,
AS PLEDGEE. SELLER HAS NOT CONSENTED TO THE DEPOSITORY COMPLYING WITH
INSTRUCTIONS WITH RESPECT TO THE COLLECTION ACCOUNT FROM ANY PERSON OTHER THAN
BUYER.
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COMPLIANCE WITH USURY AND OTHER LAWS. THE MEZZANINE LOAN, AND, TO
SELLER'S KNOWLEDGE, EACH PARTY INVOLVED IN THE ORIGINATION OF THE MEZZANINE
LOAN, COMPLIED AS OF THE DATE OF ORIGINATION WITH, OR IS EXEMPT FROM, APPLICABLE
STATE OR FEDERAL LAWS, REGULATIONS AND OTHER REQUIREMENTS PERTAINING TO USURY.
ANY AND ALL OTHER REQUIREMENTS OF ANY FEDERAL, STATE OR LOCAL LAWS APPLICABLE TO
THE MEZZANINE LOAN HAVE BEEN COMPLIED WITH.
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AUTHORIZED TO DO BUSINESS. TO THE EXTENT REQUIRED UNDER APPLICABLE
LAW, SELLER IS AUTHORIZED TO TRANSACT AND DO BUSINESS IN EACH JURISDICTION IN
WHICH A MORTGAGED PROPERTY IS LOCATED AT ALL TIMES WHEN IT HELD THE MEZZANINE
LOAN.
VII-12
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MEZZANINE LOAN DOCUMENTS. THE MEZZANINE LOAN DOCUMENTS CONTAIN
PROVISIONS FOR THE ACCELERATION OF THE PAYMENT OF THE UNPAID PRINCIPAL BALANCE
OF THE MEZZANINE LOAN IF (A) THE OBLIGOR VOLUNTARILY TRANSFERS OR ENCUMBERS ALL
OR ANY PORTION OF ANY RELATED MEZZANINE COLLATERAL, OR (B) ANY DIRECT OR
INDIRECT INTEREST IN OBLIGOR IS VOLUNTARILY TRANSFERRED OR ASSIGNED, OTHER THAN,
IN EACH CASE, AS PERMITTED UNDER THE TERMS AND CONDITIONS OF THE MEZZANINE LOAN
DOCUMENTS.
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NO LIMITATION ON ASSIGNABILITY IN MEZZANINE LOAN DOCUMENTS. EXCEPT
AS EXPRESSLY STATED IN THE MEZZANINE LOAN DOCUMENTS, SELLER'S ABILITY TO ASSIGN,
TRANSFER AND CONVEY THE MEZZANINE LOAN TO ANY OTHER PERSON OR ENTITY IS NOT
LIMITED OR PROHIBITED BY ANY PROVISION