SECURITY AGREEMENTS, FINANCING STATEMENTS OR OTHER INSTRUMENTS, IF ANY, RELATED
TO THE MORTGAGE LOAN SECURED BY SUCH PROPERTY ESTABLISH AND CREATE A VALID AND
ENFORCEABLE (SUBJECT TO THE EXCEPTIONS SET FORTH IN PARAGRAPH 13 ABOVE) FIRST
PRIORITY SECURITY INTEREST IN ALL ITEMS OF PERSONAL PROPERTY OWNED BY THE
RELATED BORROWER WHICH ARE MATERIAL TO THE CONDUCT IN THE ORDINARY COURSE OF THE
BORROWER'S BUSINESS ON THE RELATED PROPERTY, SUBJECT ONLY TO PURCHASE MONEY
SECURITY INTERESTS, PERSONAL PROPERTY LEASES AND SECURITY INTERESTS TO SECURE
REVOLVING LINES OF CREDIT AND SIMILAR FINANCING; AND (B) ONE OR MORE UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS COVERING SUCH PERSONAL PROPERTY HAVE BEEN
FILED OR RECORDED (OR HAVE BEEN SENT FOR FILING OR RECORDING) WHEREVER NECESSARY
TO PERFECT UNDER APPLICABLE LAW SUCH SECURITY INTERESTS (TO THE EXTENT A
SECURITY INTEREST IN SUCH PERSONAL PROPERTY CAN BE PERFECTED BY THE FILING OF A
UNIFORM COMMERCIAL CODE FINANCING STATEMENT UNDER APPLICABLE LAW).
(45)
ASSIGNMENT OF COLLATERAL.
THERE IS NO MATERIAL COLLATERAL SECURING
ANY MORTGAGE LOAN THAT HAS NOT BEEN ASSIGNED TO THE MORTGAGEE.
VII-10
(46)
FEE SIMPLE OR LEASEHOLD INTERESTS.
THE INTEREST OF THE RELATED
BORROWER IN THE PROPERTY SECURING EACH MORTGAGE LOAN INCLUDES A FEE SIMPLE
AND/OR LEASEHOLD ESTATE OR INTEREST IN REAL PROPERTY AND THE IMPROVEMENTS
THEREON.
(47)
ASSIGNMENT OF COLLATERAL.
THERE IS NO MATERIAL COLLATERAL SECURING
ANY MEZZANINE LOAN THAT HAS NOT BEEN ASSIGNED TO THE MORTGAGEE.
(48)
TERRORISM INSURANCE.
WITH RESPECT TO EACH MORTGAGE LOAN, THE
RELATED ALL RISK INSURANCE POLICY AND BUSINESS INTERRUPTION POLICY DID NOT AS OF
THE DATE OF ORIGINATION OF THE MORTGAGE LOAN, AND, DOES NOT AS OF THE DATE
HEREOF, SPECIFICALLY EXCLUDE ACTS OF TERRORISM FROM COVERAGE.
WITH RESPECT TO
EACH OF THE MORTGAGE LOANS, THE RELATED MORTGAGE LOAN DOCUMENTS DO NOT EXPRESSLY
WAIVE OR PROHIBIT THE MORTGAGEE FROM REQUIRING COVERAGE FOR ACTS OF TERRORISM OR
DAMAGES RELATED THERETO, EXCEPT TO THE EXTENT THAT ANY RIGHT TO REQUIRE SUCH
COVERAGE MAY BE LIMITED BY COMMERCIALLY REASONABLE AVAILABILITY.
(49)
TRANSFERS AND PLEDGES.
THE MEZZANINE LOAN COLLATERAL CONSISTS OF
THE PLEDGE OF ALL OF THE OWNERSHIP INTERESTS OF THE MORTGAGOR.
TRANSFER AND
PLEDGE RESTRICTIONS UNDER THE MEZZANINE LOAN DOCUMENTS APPLY TO THE SPONSORING
ENTITY, BORROWER, PRINCIPAL, MORTGAGOR, MORTGAGE PRINCIPAL AND ANY AFFILIATED
MANAGER OR ANY SHAREHOLDER, PARTNER, MEMBER, NON-MEMBER MANAGER, ANY DIRECT OR
INDIRECT LEGAL OR BENEFICIAL OWNER OF, MORTGAGOR, MORTGAGE PRINCIPAL, PRINCIPAL,
BORROWER, ANY GUARANTOR, ANY AFFILIATED MANAGER, OR ANY PLEDGOR, AND AFFILIATED
FRANCHISOR OR ANY NON-MEMBER MANAGER.
(50)
MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT IS 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 THE GIVING OF NOTICE, WOULD
CONSTITUTE A DEFAULT THEREUNDER.
(51)
ILLEGAL ACTIVITY.
NO PORTION OF ANY PROPERTY HAS BEEN OR WILL BE
MEZZANINE WITH PROCEEDS OF ANY ILLEGAL ACTIVITY.
(52)
EMBARGOED PERSON.
WITH RESPECT TO EACH UNDERLYING ASSET, (A) NONE
OF THE FUNDS OR OTHER ASSETS OF MORTGAGOR, MEZZANINE BORROWER, PRINCIPAL AND
GUARANTOR CONSTITUTE PROPERTY OF, OR ARE