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, TO SELLER'S KNOWLEDGE, ALL OF THE ASSUMPTIONS MADE IN EACH SUCH
OPINION ARE TRUE AND CORRECT.
(43)
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.
(44)
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.
(45)
SECURITY INTERESTS IN HOSPITALITY PROPERTIES. IF ANY PROPERTY
SECURING A MORTGAGE LOAN IS OPERATED AS A HOSPITALITY PROPERTY THEN (A) THE
SECURITY AGREEMENTS, FINANCING STATEMENTS
VII-10
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).
(46)
ASSIGNMENT OF COLLATERAL. THERE IS NO MATERIAL COLLATERAL SECURING
ANY MORTGAGE LOAN THAT HAS NOT BEEN ASSIGNED TO THE PURCHASER.
(47)
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