Common use of SINGLE PURPOSE ENTITY COVENANTS Clause in Contracts

SINGLE PURPOSE ENTITY COVENANTS. Borrower has not and shall not: (a) engage in any business or activity other than entering into and carrying out its obligations under the Core Documents and activities incidental thereto; (b) acquire or own any material assets other than such incidental personal property as may be necessary in connection with entering into and carrying out its obligations under the Core Documents; (c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (A) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the State of Illinois, or (B) without the prior written consent of GSSIF Senior Lender, amend, modify, terminate or fail to comply with the provisions of its organizational documents; (e) own any subsidiary or make any investment in, any person or entity without the consent of the GSSIF Senior Lender; (f) except as otherwise expressly permitted hereunder, commingle its assets with the assets of any of its members, general partners, affiliates, principals or of any other person or entity, participate in a cash management system with any other entity or person or fail to use its own separate stationery, invoices and checks; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than pursuant to the Loan Documents, except for trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt (A) is not evidenced by a note, (B) is paid within sixty (60) days of the date incurred, and (C) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances; (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (i) (A) fail to maintain its records (including financial statements), books of account and bank accounts separate and apart from those of IFF Member, the affiliates of IFF Member, and any other person or entity, (B) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other entity or person except as otherwise required or permitted by applicable law or accounting guidelines, including FIN 46, or

SINGLE PURPOSE ENTITY COVENANTS. Borrower has not Mortgagor covenants and agrees that, as of the date hereof and so long as any of the Loan Documents shall notremain in effect: (a) engage in any business or activity other than entering into It is and carrying out intends to remain solvent and it has paid and will pay its obligations under debts and liabilities (including employment and overhead expenses) from its own assets as the Core Documents and activities incidental thereto;same shall become due. (b) acquire or own any material assets other than such incidental personal property as may be necessary in connection with entering into It has complied and carrying out its obligations under the Core Documents; (c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (A) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the State of Illinois, or (B) without the prior written consent of GSSIF Senior Lender, amend, modify, terminate or fail to will comply with the provisions of its organizational documents;certificate of formation. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law (except to the extent consolidation is required under income tax basis accounting or as a matter of law). (e) It has been, is and 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), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any subsidiary of its Affiliates as a division or make any investment in, any person or entity without the consent part of the GSSIF Senior Lender;other, and shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) except as otherwise expressly permitted hereunder, commingle its assets with the assets of It has not owned and will not own any of its members, general partners, affiliates, principals property or of any other person assets other than the Collateral and cash or entity, participate other assets in a cash management system with any other entity or person or fail to use its own separate stationery, invoices and checks;connection therewith. (g) It has not engaged and will not engage in any business other than the acquisition, ownership, financing and disposition of the Collateral in accordance with the applicable provisions of the Loan Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any debtindebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to (A) obligations under the Loan DocumentsDocuments and (B) unsecured trade payables, except for trade payables in an aggregate amount not to exceed $100,000.00 at any one time outstanding, incurred in the ordinary course of its business acquiring, owning, financing and disposing of owning and operating the PropertyCollateral; provided, provided however, that any such debt (A) is not evidenced trade payables incurred by a note, (B) is Mortgagor shall be paid within sixty (60) 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (Ck) is payable to trade creditors It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in amounts light of its contemplated business operations. (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, or consolidation or merger with respect to Mortgagor. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It 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 of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) It shall not take any of the following actions: (i) permit its members to dissolve or liquidate Mortgagor, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as are normal and reasonable bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the circumstances; Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (hor other similar official) become insolvent and fail of Mortgagor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts and liabilities (including, generally as applicable, shared personnel and overhead expenses) from its assets as the same shall they become due;, or take any action in furtherance of any of the foregoing. (iq) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, ownership, financing and disposition of the Mortgage Loan. (Ar) fail to maintain It has conducted and shall conduct its records business consistent with the requirements of being a Single-Purpose Entity. (including financial statements), books of account and bank accounts separate and apart from those of IFF Member, the affiliates of IFF Member, and s) It shall not hire or engage any other person or entity, (B) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other entity or person except as otherwise required or permitted by applicable law or accounting guidelines, including FIN 46, oremployees.

SINGLE PURPOSE ENTITY COVENANTS. Borrower has not and shall not: (a) engage Notwithstanding anything in any business or activity other than entering into this Agreement to the contrary, Company hereby covenants that, commencing on the date on which the Company incurs the Obligations and carrying out its obligations under until such time as the Core Documents and activities incidental thereto; (b) acquire or own any material assets other than such incidental personal property as may be necessary Obligations are paid in connection with entering into and carrying out its obligations under the Core Documents; (c) merge into or consolidate with any person or entity or dissolvefull, terminate or liquidate that without, in whole or in parteach case, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (A) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the State of Illinois, or (B) without the prior written consent of GSSIF Senior Lenderthe Lender affiliated with such Obligations, amendCompany: (i) Will not, modify, terminate change this Agreement or fail to comply with the provisions of its organizational documentsCertificate in any manner which adversely affects the Company’s existence as a single purpose entity; (eii) own Will not cause or permit any subsidiary liquidation or dissolution, or any transaction of merger or consolidation, or acquire by purchase or otherwise any part of the business or assets of, or any stock or other evidence of beneficial ownership of, or make any investment in, any person or entity without the consent of the GSSIF Senior LenderEntity; (fiii) except as otherwise expressly permitted hereunderDoes not and will not own any asset other than (A) the Property, commingle its assets and (B) incidental personal property necessary for the operation of the Property; (iv) Is not engaging and will not engage, either directly or indirectly, in any business other than the ownership, management and operation of the Property; (v) Will not enter into any agreement with the assets any general partner, manager, member, principal, Affiliate or any Affiliate of any of its membersthem (each, general partnersa “Related Party”), affiliatesexcept upon terms that are intrinsically fair, principals or of any other person or entity, participate in a cash management system and the same as on an arms’-length basis with any other entity or person or fail to use its own separate stationery, invoices and checksunrelated third parties; (gvi) Has not and will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than pursuant to the Loan Documents, except for trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt (A) is not evidenced by a notethe Obligations, (B) debt from Related Parties, which is paid within sixty (60) days of expressly subordinate to the date incurredObligations, and (C) is payable to ordinary course trade creditors payables or expenses of the Property not more than 60 days old, and in amounts as are normal and reasonable under the circumstanceswill not pledge or assign its assets for or become liable for any other obligation; (hvii) become insolvent Has not made and fail will not make any loans or advances to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become dueany third party or Related Party; (iviii) Has done and will do all things necessary to preserve its existence, and will observe all applicable formalities; (Aix) fail Will conduct its business in its own name and as presently conducted; (x) Will be, and will hold itself out to the public as, a legal entity separate and distinct from any other Entity (such as Related Parties); (xi) Will not commingle its assets with those of any Related Parties or any other Person; (xii) Has and will maintain its records (including financial statements), books of account assets in a manner such that its individual assets can be segregated and bank accounts separate and apart identified from those of IFF Memberany Related Party or any other Person without cost or difficulty; (xiii) Does not and will not hold itself out as responsible for any other Person’s debts or obligations; and (xiv) Will pay any liabilities including salaries of its employees, out of its own funds and not funds of any Related Party. (b) Failure of the Company, or the Manager on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity. (c) So long as any Obligation is outstanding, the affiliates following provisions of IFF Memberthis Agreement shall not be amended, altered, changed or repealed: Sections 2.5, 4.1, 4.2, 10.2 and any other person 11.3, unless Lender has consented in writing to such action. Subject to this Section 10.2(c), this Agreement may otherwise be amended, altered, changed or entity, (B) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other entity or person except as otherwise required or permitted by applicable law or accounting guidelines, including FIN 46, orrepealed in accordance with Section 11.3.

SINGLE PURPOSE ENTITY COVENANTS. Borrower has not and shall not: (a) engage in any business or activity other than entering into and carrying out its obligations under the Core Documents and activities incidental thereto; (b) acquire or own any material assets other than such incidental personal property as may be necessary in connection with entering into and carrying out its obligations under the Core Documents; (c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (A) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the State of Illinois, or (B) without the prior written consent of GSSIF NT Senior Lender, amend, modify, terminate or fail to comply with the provisions of its organizational documents; (e) own any subsidiary or make any investment in, any person or entity without the consent of the GSSIF NT Senior Lender; (f) except as otherwise expressly permitted hereunder, commingle its assets with the assets of any of its members, general partners, affiliates, principals or of any other person or entity, participate in a cash management system with any other entity or person or fail to use its own separate stationery, invoices and checks; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than pursuant to the Loan Documents, except for trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt (A) is not evidenced by a note, (B) is paid within sixty (60) days of the date incurred, and (C) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances; (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (i) (A) fail to maintain its records (including financial statements), books of account and bank accounts separate and apart from those of IFF Member, the affiliates of IFF Member, and any other person or entity, (B) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other entity or person except as otherwise required or permitted by applicable law or accounting guidelines, including FIN 46, or