DOCUMENTS,
(VI) WILLFUL MISCONDUCT RESULTING IN WASTE OF A PROPERTY.
THE RELATED MEZZANINE
LOAN AND MORTGAGE LOAN DOCUMENTS CONTAIN PROVISIONS PURSUANT TO WHICH 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, HAS AGREED TO INDEMNIFY THE PLEDGEE OR MORTGAGEE FOR DAMAGES RESULTING
FROM VIOLATIONS OF ANY APPLICABLE ENVIRONMENTAL COVENANTS.
(41)
SINGLE PURPOSE ENTITY.
THE PLEDGOR AND MORTGAGOR ON EACH MEZZANINE
LOAN AND RELATED MORTGAGE LOAN WERE, AS OF THE ORIGINATION OF THE MEZZANINE
LOAN, SINGLE PURPOSE
VII-9
ENTITIES.
FOR THIS PURPOSE, A "SINGLE PURPOSE ENTITY" SHALL MEAN AN ENTITY,
OTHER THAN AN INDIVIDUAL, WHOSE ORGANIZATIONAL DOCUMENTS PROVIDE SUBSTANTIALLY
TO THE EFFECT THAT IT WAS FORMED OR ORGANIZED SOLELY FOR THE PURPOSE OF OWNING
THE PLEDGED EQUITY OR THE MORTGAGED PROPERTIES SECURING THE MEZZANINE LOANS OR
MORTGAGE LOANS AND PROHIBIT IT FROM ENGAGING IN ANY BUSINESS UNRELATED TO SUCH
PLEDGED EQUITY OR PROPERTY OR PROPERTIES, AND WHOSE ORGANIZATIONAL DOCUMENTS
FURTHER PROVIDE, OR WHICH ENTITY REPRESENTED IN THE RELATED MEZZANINE LOAN OR
MORTGAGE LOAN DOCUMENTS, SUBSTANTIALLY TO THE EFFECT THAT IT DOES NOT HAVE ANY
ASSETS OTHER THAN THOSE RELATED TO ITS INTEREST IN SUCH PLEDGED EQUITY OR
INTEREST IN AND OPERATION OF SUCH PROPERTY OR PROPERTIES, OR ANY INDEBTEDNESS
OTHER THAN AS PERMITTED BY THE RELATED PLEDGE OR MORTGAGE OR THE OTHER RELATED
MEZZANINE LOAN OR MORTGAGE LOAN DOCUMENTS, THAT IT HAS ITS OWN BOOKS AND RECORDS
AND ACCOUNTS SEPARATE AND APART FROM ANY OTHER PERSON, AND THAT IT HOLDS ITSELF
OUT AS A LEGAL ENTITY, SEPARATE AND APART FROM ANY OTHER PERSON, THAT IT WILL
NOT GUARANTEE OR ASSUME THE DEBTS OF ANY OTHER PERSON, THAT IT WILL NOT
COMMINGLE ASSETS WITH AFFILIATES, AND THAT IT WILL NOT TRANSACT BUSINESS WITH
AFFILIATES EXCEPT ON AN ARM'S LENGTH BASIS.
EACH PLEDGOR AND MORTGAGOR OF A
MEZZANINE LOAN AND MORTGAGE LOAN IS AN ENTITY WHICH HAS REPRESENTED IN
CONNECTION WITH THE ORIGINATION OF THE MEZZANINE LOAN OR MORTGAGE LOAN, OR WHOSE
ORGANIZATIONAL DOCUMENTS AS OF THE DATE OF ORIGINATION OF THE MEZZANINE LOAN OR
MORTGAGE LOAN PROVIDE THAT SO LONG AS THE MEZZANINE LOAN IS OUTSTANDING IT WILL
HAVE AT LEAST ONE INDEPENDENT DIRECTOR.
THERE ARE INSOLVENCY/NON-CONSOLIDATION
OPINIONS WITH RESPECT TO EACH OF THE PLEDGOR AND MORTGAGOR AND ALL OF THE
ASSUMPTIONS MADE IN EACH SUCH OPINION ARE TRUE AND CORRECT.
(42)
SEPARATE TAX PARCELS.
EACH PROPERTY CONSTITUTES ONE OR MORE
COMPLETE SEPARATE TAX LOTS OR IS SUBJECT TO AN ENDORSEMENT UNDER THE RELATED
TITLE INSURANCE POLICY.
(43)
OPERATING OR FINANCIAL STATEMENTS.
THE RELATED MEZZANINE LOAN
DOCUMENTS REQUIRE THE RELATED MORTGAGOR TO FURNISH TO THE MORTGAGEE AT LEAST
QUARTERLY AND ANNUALLY AN OPERATING STATEMENT AND RENT ROLL (IF THERE IS MORE
THAN ONE TENANT) WITH RESPECT TO THE RELATED PROPERTY AND AT LEAST ANNUALLY
FINANCIAL STATEMENTS OF THE MORTGAGOR.
(44)
SECURITY INTERESTS IN HOSPITALITY PROPERTIES.
IF ANY PROPERTY
SECURING A MORTGAGE LOAN IS OPERATED AS A HOSPITALITY PROPERTY THEN (A) THE