Common use of Single Asset Entity Clause in Contracts

Single Asset Entity. Grantor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the Property, and (ii) incidental personal property necessary for the ownership or operation of the Property. (b) That Grantor will not engage in any business other than the ownership, management and operation of the Property and Grantor will conduct and operate its business as presently conducted and operated. (c) That Grantor will not enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due. (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor nor any constituent party of Grantor will seek the dissolution or winding up, in whole or in part, of Grantor, nor will Grantor merge with or be consolidated into any other entity. (m) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantor, Affiliate, Principal or any other person. (o) That Grantor does not and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of business, this Deed of Trust and the Note it secures. Any other indebtedness or other obligation of Grantor has been paid in full prior to or through application of proceeds from funding of the loan.

Single Asset Entity. Grantor Except as otherwise permitted by Beneficiary, the Trustor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PropertyPremises, or become a shareholder of or a member or partner in any entity which acquires any property other than the PropertyPremises, until such time as the Indebtedness has been fully repaid and all Obligations are satisfiedrepaid. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor Trustor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the PropertyTo maintain its assets, accounts, books, records, financial statements, stationery, invoices, and (ii) incidental personal property necessary for the ownership checks separate from and not commingled with any of those of any other person or operation of the Property.entity; (b) That Grantor will not engage To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any business other than the ownershipoverhead for shared employees and office space, management and operation of the Property and Grantor will conduct and operate to maintain an arm’s length relationship with its business as presently conducted and operated.affiliates; (c) That Grantor will To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Except if in favor of Beneficiary, not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders; (e) Except if in favor of Beneficiary, not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity; (f) Not to enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal the Trustor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due.are approved in writing by Beneficiary; (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change Neither the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor Trustor nor any constituent party of Grantor the Trustor will seek the dissolution or winding up, in whole or in part, of Grantorthe Trustor, nor will Grantor the Trustor merge with or be consolidated into any other entity.; (mh) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor The Trustor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantorthe Trustor, any Affiliate, Principal the Guarantor or any other person.; and (oi) That Grantor does not The Trustor now has and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the Note it secures. Any other Loan Documents; and any other indebtedness or other obligation of Grantor the Trustor, except for normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents, has been paid in full prior to or through application of proceeds from the funding of the loanLoan.

Single Asset Entity. Grantor During the term of the Loans, Borrower shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitablei) in acquire any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any Property and personal property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose related to the acquisition, operation and disposition maintenance of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the Property, and ; (ii) incidental personal property necessary for the ownership or operation of the Property. (b) That Grantor will not engage in operate any business other than the ownership, management and operation of the Property; (iii) maintain its assets in a way difficult to segregate and identify; (iv) create, assume, incur or become liable for debt, obligations, or performance of obligations for the benefit of any other entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and Grantor to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will conduct observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and operate records and bank accounts separate from those of any other Person; (ii) maintain its business assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as presently conducted a legal entity separate and operated. distinct from any other entity; (cv) That Grantor will maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any contract or agreement transaction with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal (an “Affiliate”)affiliate, except upon terms and conditions that are intrinsically fair commercially reasonable and substantially similar to those that would be available on an armsarm’s-length basis with third parties other than any Principal or Affiliate. parties; (dix) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from commingle its assets as the same shall become due. (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor nor any constituent party of Grantor will seek the dissolution or winding up, in whole or in part, of Grantor, nor will Grantor merge with or be consolidated into any other entity. (m) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliateother Person; (x) not assume, any Principal, any constituent party of Grantor guarantee or any other person. (n) That Grantor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantor, Affiliate, Principal or any other person. (o) That Grantor does not and will not hold itself out to be responsible for pay the debts or obligations of any other person Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee or pay its obligations (other than the Guarantors, and direct or indirect owners of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred require any equity owner to make additional capital contributions, loans or obligations undertaken by other advances to Borrower. The Separateness Provisions shall be included in the property manager Venture Agreement. The failure of Borrower to comply with any of the Property covenants contained in respect this Section or any other covenants contained in this Agreement shall not affect the status of its duties regarding the Property)Borrower as a separate legal entity. (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of business, this Deed of Trust and the Note it secures. Any other indebtedness or other obligation of Grantor has been paid in full prior to or through application of proceeds from funding of the loan.

Single Asset Entity. Grantor Except as otherwise permitted by Beneficiary, the Trustor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PropertyPremises, or become a shareholder of or a member or partner in any entity which acquires any property other than the PropertyPremises, until such time as the Indebtedness has been fully repaid and all Obligations are satisfiedrepaid. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor Trustor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the PropertyTo maintain its assets, accounts, books, records, financial statements, stationery, invoices, and (ii) incidental personal property necessary for the ownership checks separate from and not commingled with any of those of any other person or operation of the Property.entity; (b) That Grantor will not engage To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any business other than the ownershipoverhead for shared employees and office space, management and operation of the Property and Grantor will conduct and operate to maintain an arm’s length relationship with its business as presently conducted and operated.affiliates; (c) That Grantor will To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Except if in favor of Beneficiary, not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders; (e) Except if in favor of Beneficiary, not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity; (f) Not to enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal the Trustor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due.are approved in writing by Beneficiary; (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change Neither the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor Trustor nor any constituent party of Grantor the Trustor will seek the dissolution or winding up, in whole or in part, of Grantorthe Trustor, nor will Grantor the Trustor merge with or be consolidated into any other entity.; (mh) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor The Trustor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantorthe Trustor, any Affiliate, Principal the Guarantor or any other person.; and (oi) That Grantor does not The Trustor now has and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the Note it secures. Any other Loan Documents; and any other indebtedness or other obligation of Grantor the Trustor, other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents, has been paid in full prior to or through application of proceeds from the funding of the loanLoan.

Single Asset Entity. Grantor The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PropertyPremises, except as expressly permitted by Mortgagee, or become a shareholder of or a member or partner in any entity which acquires any property other than the PropertyPremises, until such time as the Indebtedness has been fully repaid and all Obligations are satisfiedrepaid. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor Mortgagor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the PropertyTo maintain its assets, accounts, books, records, financial statements, stationery, invoices, and (ii) incidental personal property necessary for the ownership checks separate from and not commingled with any of those of any other person or operation of the Property.entity; (b) That Grantor will not engage To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any business other than the ownershipoverhead for shared employees and office space, management and operation of the Property and Grantor will conduct and operate to maintain an arm’s length relationship with its business as presently conducted and operated.affiliates; (c) That Grantor will To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Except if in favor of Mortgagee, not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders; (e) Except if in favor of Mortgagee, not to pledge its assets for the benefit of any other entity or Person or make any loans or advances to any person or entity; (f) Not to enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal the Mortgagor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due.are approved in writing by Mortgagee; (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change Neither the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor Mortgagor nor any constituent party of Grantor the Mortgagor will seek the dissolution or winding up, in whole or in part, of Grantorthe Mortgagor, nor will Grantor the Mortgagor merge with or be consolidated into any other entity.; (mh) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor The Mortgagor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantorthe Mortgagor, any Affiliate, Principal the Guarantor or any other person.; and (oi) That Grantor does not The Mortgagor now has and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust Mortgage and the Note it secures. Any other Loan Documents; and any other indebtedness or other obligation of Grantor the Mortgagor, other than normal accounts payable in the ordinary course of business, the Loan, this Mortgage and the other Loan Documents, has been paid in full prior to or through application of proceeds from the funding of the loanLoan.

Single Asset Entity. Grantor The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has Obligations have been fully repaid and all Obligations are satisfiedrepaid. Grantor’s articles The operating agreement of incorporation, partnership agreement or operating agreement, as applicable, the Mortgagor shall limit its purpose to the acquisition, operation operation, management and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiarythe Bank. Grantor The Mortgagor covenants: (ac) That Grantor does To maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity, except that Mortgagor’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an affiliate; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (d) To conduct its own business in its own name, allocate fairly and will reasonably any overhead for shared employees and office space, to maintain an arm’s length relationship with its affiliates, and to pay its own liabilities out of its own funds, to the extent of revenue generated from the operation of the Property; provided, however, the foregoing covenant shall not own require the members or managers of the Mortgagor to make any asset additional capital contributions to the Mortgagor or property other than cause personal liability; (ie) To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations to the extent available only from the cash flow generated from the operation of the Property, and observe all organizational formalities; (iif) incidental personal property necessary Not to guarantee or become obligated for the ownership debts of any other entity or operation person or hold out its credits as being available to satisfy the obligations of the Property.others, including not acquiring obligations or securities of its partners, members or shareholders; (bg) That Grantor will not engage in Not to pledge its assets for the benefit of any business other than the ownership, management and operation of the Property and Grantor will conduct and operate its business as presently conducted and operated.entity or person or make any loans or advances to any person or entity; (ch) That Grantor will not Not to enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal the Mortgagor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due. (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns.; (i) That Grantor will be, and at all times will hold itself out to Neither the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor Mortgagor nor any constituent party of Grantor the Mortgagor will seek the dissolution or winding up, in whole or in part, of Grantorthe Mortgagor, nor will Grantor the Mortgagor merge with or be consolidated into any other entity.; (mj) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor The Mortgagor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantorthe Mortgagor, Affiliate, Principal any Affiliate or any other person.; (ok) That Grantor does not The Mortgagor now has and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, this Deed of Trust Mortgage, and the Note it secures. Any Loan; and any other indebtedness or other obligation of Grantor the Mortgagor has been paid in full prior to or through application of proceeds from the funding of the loanLoan. Notwithstanding any contrary provision in this Mortgage or in any of the Loan Documents, the following operations and activities of Borrower and its Affiliates shall not be considered a violation of the covenants contained in this Section 11: (1) offering services to residents of the Property through Affiliates of Mortgagor or other third parties for which fees and charges may be collected by Mortgagor or the Affiliate and paid to such Affiliate or third party, which may include, without limitation, cable and internet services, landscaping, snow removal, lease or sale of manufactured homes, and child care; provided that such Affiliates do not conduct their business in the name of Mortgagor and that any agreements between Mortgagor and its Affiliates relating to such services are on commercially reasonable terms similar to those of an arm’s length transaction; (2) depositing all gross revenue, whether cash, cash equivalents or similar assets, in an operating account maintained specifically for the Property (a “Property Operating Account”), after paying expenses of Mortgagor or causing Sun Communities Operating Limited Partnership, a Michigan limited partnership (“SCOLP”), and/or Sun Communities, Inc., a Michigan corporation (“Sun”), to pay such expenses, and distributing such remaining cash to Sun, SCOLP, or at the direction of Sun or SCOLP, as applicable, to any other Affiliate of Mortgagor, and in any case, distributing such remaining cash that does not belong to the Mortgagor promptly to such entities; (3) paying all payables, debts and other liabilities arising from or in connection with the operation of the Property from the Property Operating Account, or causing SCOLP and/or Sun to pay such liabilities; (4) using ancillary assets in connection with the operation of the Property held in the name of Sun, SCOLP, or any of their Affiliates, such as vehicles and office and maintenance equipment; (5) treating the Property for all purposes as part of and within the portfolio of manufactured housing communities owned by SCOLP or its Affiliates, for marketing, promotion and providing information and reports to the public or as required by any applicable law; provided, however, that Mortgagor shall conduct business in its own name or its assumed or trade name; and/or (6) allocating general overhead and administrative costs incurred by Sun and SCOLP and/or other Affiliates of Mortgagor in a fair and equitable manner.

Single Asset Entity. Grantor The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PropertyPremises, or become a shareholder of or a member or partner in any entity which acquires any property other than the PropertyPremises, until such time as the Indebtedness has been fully repaid and all Obligations are satisfiedrepaid. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor Each Mortgagor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the PropertyTo maintain its assets, accounts, books, records, financial statements, stationery, invoices, and (ii) incidental personal property necessary for the ownership checks separate from and not commingled with any of those of any other person or operation of the Property.entity; (b) That Grantor will not engage To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any business other than the ownershipoverhead for shared employees and office space, management and operation of the Property and Grantor will conduct and operate to maintain an arm’s length relationship with its business as presently conducted and operated.affiliates; (c) That Grantor will To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Except if in favor of Mortgagee, not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders; (e) Except if in favor of Mortgagee, not to pledge its assets for the benefit of any other entity or Person or make any loans or advances to any person or entity; (f) Not to enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal the Mortgagor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due.are approved in writing by Mortgagee; (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change Neither the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor Mortgagor nor any constituent party of Grantor the Mortgagor will seek the dissolution or winding up, in whole or in part, of Grantorthe Mortgagor, nor will Grantor the Mortgagor merge with or be consolidated into any other entity.; (mh) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor The Mortgagor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantorthe Mortgagor, any Affiliate, Principal the Guarantor or any other person.; and (oi) That Grantor does not The Mortgagor now has and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust Mortgage and the Note it secures. Any other Loan Documents; and any other indebtedness or other obligation of Grantor the Mortgagor, other than normal accounts payable in the ordinary course of business, the Loan, this Mortgage and the other Loan Documents, has been paid in full prior to or through application of proceeds from the funding of the loanLoan.

Single Asset Entity. Grantor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Grantor’s 's articles of incorporation, partnership agreement or operating agreement, as applicable, shall (w) limit its purpose to the acquisition, ownership, operation and disposition of the Property, (x) prohibit other activities, mergers, consolidations, and asset sales while the Loan is outstanding, (y) contain separateness covenants, and (z) provide that such purposes provisions shall not be amended without the prior written consent of Beneficiary. Grantor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the PropertyTo maintain its assets, accounts, books, records, financial statements, stationery, invoices, and (ii) incidental personal property necessary for the ownership checks separate from and not commingled with any of those of any other person or operation of the Property.entity; (b) That Grantor will not engage To conduct its own business in its own name, pay its own liabilities out of its own funds (including paying salaries of its own employees), allocate fairly and reasonably any business other than the ownershipoverhead for shared employees and office space, management and operation of the Property and Grantor will conduct and operate to maintain an arm's length relationship with its business as presently conducted and operated.affiliates; (c) That Grantor will To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, and observe all organizational formalities; (d) Not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders; (e) Not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity; (f) Not to enter into any contract or agreement with any Principal Guarantor or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal Guarantor (an “Affiliate”"AFFILIATE"), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal Guarantor or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due.; (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and maintain a sufficient number of employees in light of its contemplated business operations.; (lh) That neither Neither Grantor nor any constituent party of Grantor will seek to sell assets of Grantor or the dissolution or winding up, in whole or in part, of Grantor, nor will Grantor merge with or be consolidated into any other entity.; (mi) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets segregated from those of any constituent party of Grantor, Affiliate, Principal Guarantor or any other person.person or entity; (oj) That Grantor does not and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust.; (qk) That since Since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of businessbusiness that are not secured, this Deed of Trust Trust, and the Note Loan it secures. Any other indebtedness or other obligation of Grantor has been paid in full prior to or through application of proceeds from the funding of the loanLoan; and (1) Grantor represents that it does not have and will not incur any other indebtedness other than (i) the Indebtedness; (ii) unsecured trade payables (that are customary and not evidenced by a promissory note) related to the ownership and operation of the Property and incurred in the ordinary course of business and which shall not exceed 60 days in duration from the date such trade payables are first incurred by Grantor, and which shall not exceed $260,000.00; and (iii) the Mezzanine Debt.

Single Asset Entity. Grantor The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PropertyPremises, or become a shareholder of or a member or partner in any entity which acquires any property other than the PropertyPremises, until such time as the Indebtedness has been fully repaid and all Obligations are satisfiedrepaid. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor Each Mortgagor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the PropertyTo maintain its assets, accounts, books, records, financial statements, stationery, invoices, and (ii) incidental personal property necessary for the ownership checks separate from and not commingled with any of those of any other person or operation of the Property.entity; (b) That Grantor will not engage To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any business other than the ownershipoverhead for shared employees and office space, management and operation of the Property and Grantor will conduct and operate to maintain an arm’s length relationship with its business as presently conducted and operated.affiliates; (c) That Grantor will To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders; (e) Not to pledge its assets for the benefit of any other entity or Person or make any loans or advances to any person or entity; (f) Not to enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal the Mortgagor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due.are approved in writing by Mortgagee; (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change Neither the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor Mortgagor nor any constituent party of Grantor the Mortgagor will seek the dissolution or winding up, in whole or in part, of Grantorthe Mortgagor, nor will Grantor the Mortgagor merge with or be consolidated into any other entity.; (mh) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor The Mortgagor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantorthe Mortgagor, any Affiliate, Principal the Guarantor or any other person.; and (oi) That Grantor does not The Mortgagor now has and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust Mortgage and the Note it secures. Any other Loan Documents; and any other indebtedness or other obligation of Grantor has been paid the Mortgagor, other than normal accounts payable in full prior to or through application the ordinary course of proceeds from funding of the loanbusiness.

Single Asset Entity. Grantor Borrower shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PropertyProperty and/or relating thereto, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has Obligations have been fully repaid and all Obligations are satisfiedrepaid. Grantor’s articles The organizational documents of incorporation, partnership agreement or operating agreement, as applicable, Borrower shall limit its purpose to the acquisition, operation operation, management and disposition of the PropertyProperty and/or matters relating thereto, shall adopt the covenants contained in this Section 7.20, and such purposes shall not be amended without the prior written consent of BeneficiaryAdministrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Grantor covenantsBorrower shall: (a) That Grantor does not own and will not own any asset or property other than (i) the PropertyMaintain its assets, accounts, books, records, financial statements, stationery, invoices, and (ii) incidental personal property necessary for the ownership checks separate from and not commingled with any of those of any other person or operation of the Property.entity; (b) That Grantor will not engage Conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any business other than the ownershipoverhead for shared employees and office space, management and operation of the Property and Grantor will conduct and operate to maintain an arm’s length relationship with its business as presently conducted and operated.Affiliates; (c) That Grantor will Hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, (provided, nothing herein shall require any Owner to make additional Capital Contributions to Borrower following the Loan opening, but even though nothing herein requires any Owners to make additional Capital Contributions to Borrowers, this provision does not relieve the Borrower from its obligations to keep the Loan In Balance) and observe all organizational formalities; (d) Not guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders, except in connection with the Loans; (e) Not pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity, except in connection with the Loans; (f) Not enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate.; (dg) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the IndebtednessNot, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has shall not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or permit any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due. (g) That Grantor has done or caused Borrower to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor nor any constituent party of Grantor will seek the dissolution or winding up, in whole or in part, of GrantorBorrower and/or such constituent party of Borrower, nor will Grantor merge with or be consolidated into any other entity.; and (mh) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor has and will maintain Maintain its assets in such a manner that it will not be unreasonably costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of GrantorBorrower, any Affiliate, Principal Guarantor or any other person. (o) That Grantor does not and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of business, this Deed of Trust and the Note it secures. Any other indebtedness or other obligation of Grantor has been paid in full prior to or through application of proceeds from funding of the loan.

Single Asset Entity. Grantor Each Property Borrower shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Propertyapplicable Property and/or relating thereto, or become a shareholder of or a member or partner in any entity which acquires any property other than the applicable Property, until such time as the Indebtedness has Obligations have been fully repaid and all Obligations are satisfiedrepaid. Grantor’s articles The organizational documents of incorporation, partnership agreement or operating agreement, as applicable, each Property Borrower shall limit its purpose to the acquisition, operation operation, management and disposition of the Propertyapplicable Property and/or matters relating thereto, shall adopt the covenants contained in this Section 7.24, and such purposes shall not be materially amended without the prior written consent of BeneficiaryAdministrative Agent, which consent shall not be unreasonably withheld. Grantor covenantsEach Property Borrower shall: (a) That Grantor does not own and will not own any asset or property other than (i) the PropertyMaintain its assets, accounts, books, records, financial statements, stationery, invoices, and (ii) incidental personal property necessary for the ownership checks separate from and not commingled with any of those of any other person or operation of the Property.entity; (b) That Grantor will not engage Conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any business other than the ownershipoverhead for shared employees and office space, management and operation of the Property and Grantor will conduct and operate maintain an arm’s length relationship with its business as presently conducted and operated.Affiliates; (c) That Grantor will Hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, and not make any distributions which would cause it to fail to maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Not guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders, except in connection with the Loan; (e) Not pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity, except in connection with the Loan; (f) Not enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate.; (dg) That Grantor has Not and shall not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or permit any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due. (g) That Grantor has done or caused such Property Borrower to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor nor any constituent party of Grantor will seek the dissolution or winding up, in whole or in part, of Grantorsuch Property Borrower and/or such constituent party of such Property Borrower, nor will Grantor merge with or be consolidated into any other entity.; and (mh) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor has Has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Grantorsuch Property Borrower, any Affiliate, Principal Guarantor or any other person. (o) That Grantor does not and will not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of business, this Deed of Trust and the Note it secures. Any other indebtedness or other obligation of Grantor has been paid in full prior to or through application of proceeds from funding of the loan.;