Common use of Single Purpose Clause in Contracts

Single Purpose. Borrower has been formed for the sole purpose of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan shall be paid in full: (i) Borrower has not and will not own any asset or property other than (i) the Collateral Asset, and (ii) incidental personal property necessary for the ownership or operation of the Collateral Asset. (ii) Borrower has not and will not engage in any business other than the ownership, management and operation of the Collateral Asset and Borrower will conduct and operate its business as presently conducted and operated. (iii) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) other than (X) the Loan, (Y) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Z) indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, provided that any indebtedness incurred pursuant to subclauses (Y) and (Z) shall be (1) not more than sixty (60) days past due and (2) incurred in the ordinary course of business. No indebtedness other than the Loan may be secured (subordinate, pari passu or otherwise) by the Collateral Asset. (iv) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates. (vi) As of the date hereof, Borrower is and will remain solvent and is able to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same become due. (vii) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence, and neither party will, nor will it permit any constituent party to, amend, modify or - 29 - otherwise change the articles of formation, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that violates the covenants set forth in this Section 6.14). (viii) Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Except for Guarantor, Borrower’s assets will not be listed as assets on the financial statement of any other Person. (ix) Borrower 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 or any constituent party), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (x) Borrower maintains adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (xi) Neither Borrower, nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xii) Borrower will not commingle its funds and other assets with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so), and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiii) Borrower 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 Affiliate or constituent party or any other Person. (xiv) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person. (xv) Borrower will not permit any Affiliate or constituent party independent access to its bank accounts. (xvi) Borrower will pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations. (xvii) Borrower will compensate each of its consultants and agents from funds generated by the Collateral Asset or from other sources for services provided to the Collateral Asset.

Single Purpose. Notwithstanding anything to the contrary contained herein or otherwise, Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (i) Borrower has not owned, does not currently own and will not own any asset or property other than (iA) the Collateral Asset, Property and (iiB) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty. (ii) Borrower has not engaged in and will not engage in any business other than the ownership, management development, management, leasing and operation of the Collateral Asset and Borrower will conduct and operate its business as presently conducted and operatedProperty. (iii) Borrower has not incurred and will not incur any indebtednessIndebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) ), other than (X) the Loan, (Y) Debt and unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Z) indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, provided that any indebtedness incurred pursuant to subclauses (Y) and (Z) shall be (1) not more than sixty (60) days past due and (2) incurred in the ordinary course of businessbusiness relating to the ownership of the Property, none of which is or shall be at any time more than thirty (30) days past due (unless same is being contested in accordance with applicable Legal Requirements and the Loan Documents and Lender has been notified in writing of the same) and does not and shall not exceed in the aggregate at any time the Maximum Permitted Trade Payables. Except as permitted by Section 5.22(g), no constituent member, partner or shareholder of Borrower (direct or indirect, and no matter how remote) has incurred or will incur any Indebtedness secured (directly or indirectly) by such Person’s legal or beneficial ownership interest in Borrower or any constituent member, partner or shareholder of Borrower (direct or indirect, legal or beneficial, and no matter how remote). No indebtedness Indebtedness other than the Loan Debt may be secured (subordinatesuperior, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty or any portion thereof. Notwithstanding the foregoing, Borrower shall be permitted to incur, subject to the prior written consent of Lender not to be unreasonably withheld, subordinate construction loan financing for the Property. (iv) Borrower has not made and will not make any loans or advances to any third party Person (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair has not acquired and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliatesany Borrower Party or any Affiliate of Borrower or any Borrower Party. (viv) As of the date hereof, Borrower is and will remain solvent and is able Borrower has at all times during its existence paid and will continue to pay its debts debts, liabilities and liabilities expenses (including, as applicable, shared personnel and overhead expenses) only from its Borrower’s assets as the same shall become due. (viivi) Borrower has done or caused to be done and will do all things necessary to observe limited liability company and other organizational formalities and preserve Borrower’s existence and has at all times complied with and will continue to comply with the provisions of its existence, Organizational Documents and neither party will, nor will it permit the laws of the state of its organization and any constituent party to, amend, modify or - 29 - otherwise change other state where laws govern the articles activities of formation, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that violates the covenants set forth in this Section 6.14)Borrower. (viiivii) Borrower has at all times during its existence maintained and will continue to maintain all of its Borrower’s books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Except for Guarantor, Borrower’s assets will not be listed as assets on the financial statement of any other Person, and Borrower will file its own tax returns. Borrower has at all times during its existence maintained and will continue to maintain Borrower’s books, records, resolutions and agreements as official records. (ixviii) Borrower 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 Person (including any Affiliate of Borrower or any constituent partyparty of Borrower), has at all times conducted and will continue to conduct business in its own name, has at all times corrected and shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, has not identified and shall not identify itself or any of its Affiliates as a division or part of the any other Person and has maintained and shall continue to maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (xix) Borrower maintains has maintained and will continue to 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. (xix) Neither Borrower, Borrower nor any constituent party of Borrower will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiixi) Borrower has not commingled and will not commingle its funds and other assets with those of any Affiliate or constituent party or other Person, and Borrower has not controlled and will not control the decisions with respect to the daily affairs of any other Person (provided, however, property manager of the Collateral Asset may do so), and will hold all of its assets in its own name, other than as permitted under the Loan DocumentsPerson. (xiiixii) Borrower has maintained and will continue to maintain its assets in such a manner that it will would not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party of Borrower or any other Person. (xivxiii) Except for the LoanBorrower has not held, Borrower will not guarantee or become obligated for the debts of any other Person and does not currently hold and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person. (xiv) Borrower has at all times during its existence held, and will continue to hold, all of its assets in its own name. (xv) Borrower has not at any time during its existence guaranteed or become obligated for, and will not in the future guarantee or become obligated for, the debts of any other Person. (xvi) Except as specifically provided in the Loan Documents, no other Person has ever guaranteed or become obligated for Borrower’s debts at any time during Borrower’s existence, and except as specifically provided in the Loan Documents, Borrower will not permit any Affiliate other Person to guarantee or constituent party independent access to become obligated for its bank accounts. (xvi) Borrower will pay debts at any time in the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operationsfuture. (xvii) Borrower has not at any time during its existence held, and will compensate not in the future hold, out Borrower’s credit as being available to satisfy the obligations of any other Person. (xviii) No other Person has ever held, and Borrower will not permit any other Person to hold, out Borrower’s credit as being available to satisfy the obligations of any other Person. (xix) Borrower has not at any time during its existence bought or held, or will in the future buy or hold, evidence of Indebtedness issued by any of its Affiliates or equity interest holders (direct or indirect, legal or beneficial). (xx) Borrower has at all times during its existence allocated fairly and reasonably (and paid or charged for, as applicable), and will continue to allocate fairly and reasonably (and pay or charge for, as applicable), any overhead expenses that are shared with an Affiliate of Borrower, including paying for office space provided by and services performed by any employee of an Affiliate of Borrower. (xxi) Except as provided in the Loan Documents, Borrower has not at any time during its existence pledged, or will in the future pledge, its assets for the benefit of any other Person. (xxii) No other Person has ever pledged, and Borrower will not permit any other Person to pledge, Borrower’s assets for such other Person’s benefit. (xxiii) No other Person has ever identified, and Borrower will not permit any other Person to identify, Borrower as a division of any other Person. (xxiv) If Borrower is a limited liability company, at least one member of Borrower shall be a Single Purpose Entity (the “SPE Member”), and only the SPE Member may be designated as managing member. If Borrower is a limited liability company, Borrower shall at all times either be member managed or be managed by a Board of Directors or Board of Managers and shall have at least one (1) springing member that will become the member of Borrower upon the dissolution of the last remaining member of Borrower. The SPE Member of Borrower will at all times comply, and will cause Borrower to comply, with each of its consultants the representations, warranties and agents from funds generated covenants contained in this Section 4.1.(s) as if such representation, warranty or covenant was made directly by the Collateral Asset SPE Member. Upon the withdrawal, removal or disassociation of the SPE Member from other sources for services provided Borrower, Borrower shall immediately cause the SPE Member to appoint a new member whose articles of incorporation or articles of organization are substantially similar to those of the Collateral AssetSPE Member. (xxv) Intentionally Omitted. (xxvi) Intentionally Omitted.

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (ia) Borrower has does not own and will not own any asset or property other than (i) the Collateral AssetIndividual Properties, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetIndividual Properties. (iib) Borrower has not and will not engage in any business other than the ownership, management and operation of the Collateral Asset and Borrower will conduct and operate its business as presently conducted and operatedIndividual Properties. (iiic) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, 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 such party. (d) Borrower has not incurred any Indebtedness outstanding on the date 0hereof, and will not hereafter incur any indebtednessIndebtedness, in each case, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) other than (Xi) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Z) indebtedness incurred in the ordinary course of business, (iii) debt incurred in connection with capital lease obligations and purchase money financing of with respect to equipment and other personal property used on the Collateral Asset Individual Properties, provided, however with annual payments respect to the Indebtedness referred to in subclauses (ii) and (iii), (A) the same is not exceeding $100,000 secured by a lien or security interest in the aggregate, provided that any indebtedness Individual Properties (other than the personal property so financed) and (B) the amount of all Indebtedness in the aggregate incurred pursuant to subclauses (Yii) and (Ziii), shall not exceed $20,000,000 in the aggregate at any one time outstanding (the Indebtedness referred to in clauses (i), (ii) shall be (1) not more than sixty (60) days past due and (2) incurred in iii), the ordinary course of business"PERMITTED INDEBTEDNESS"). No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, pari passu subordinate or otherwisePARI PASSU) by the Collateral AssetIndividual Properties. (ive) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates. (vif) As of the date hereof, Borrower is and will remain solvent and is able to Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expensesexpenses of which Borrower will pay its allocated share) from its assets as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, to amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that violates the covenants set forth in this Section 6.14)Lender. (viiih) Except to the extent permitted under the Loan Documents, Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Except for GuarantorBorrower will prepare separate financial statements, Borrower’s showing its assets will and liabilities separate and apart from those of any other Person, and not be have its assets listed as assets on the financial statement of any other Person. (ix) Borrower 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 or any constituent party), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (x) Borrower maintains adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (xi) Neither Borrower, nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xii) Borrower will not commingle its funds and other assets with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset that Borrower's assets may do so), and will hold all be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower's assets in its own name, other than as permitted under the Loan Documents. (xiii) Borrower has and will maintain its assets in such a manner that it will credit are not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person. (xiv) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or and other obligations of such Affiliates or any other Person. Person and (xvii) such assets shall be listed on Borrower's own separate balance sheet. Borrower will not permit any Affiliate or constituent party independent access to its bank accounts. (xvi) Borrower will pay the salaries of file its own employees tax returns (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations. (xvii) Borrower will compensate each of its consultants and agents from funds generated by the Collateral Asset or from other sources for services provided to the Collateral Asset.extent Borrower is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person unless required by applicable

Single Purpose. (a) Borrower hereby represents and warrants to, and covenants that, once the date of Borrower’s formation and until the date hereof, Borrower has been formed for operated as a single purpose entity and has complied with all provisions of Borrower’s limited liability company operating agreement, including, without limitation, the sole special purpose provisions contained in Section 9(j) of owning such agreement. (b) Borrower hereby represents and operating the Collateral Asset. From warrants, and after covenants that, as of the date hereof and until such time as the Loan Debt shall be paid in full, Borrower, Mortgage Borrower and First Mezzanine Borrower: (i) Borrower has do not own and will not own any asset or property other than (i) the Collateral Asset, and (ii) incidental personal property necessary for the ownership or operation of its property or its ownership interests in Mortgage Borrower or First Mezzanine Borrower or the Collateral Asset.Property, as applicable; (ii) Borrower has do not and will not engage in any business other than the ownership, management and operation ownership of the Collateral, the First Mezzanine Collateral Asset or the Property, as applicable, and Borrower will conduct and operate its business as presently proposed to be conducted and operated., subject to expanded operations and management in connection with the Condominium Documents; (iii) except for capital contributions and capital distributions permitted under the terms of this Agreement and properly reflected on the books of records of Borrower, First Mezzanine Borrower has and/or Mortgage Borrower and, with respect to Mortgage Borrower, the Heritage Intercompany Loan, the Development Fee, and the Deferred Development Fee, have not and will not enter into any contract or agreement with any Affiliate, any constituent party or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party; (iv) have not incurred and will not incur any indebtednessIndebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) other than (XA) the Loan, (Y) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one timewith respect to Borrower, the First Mezzanine Loan, with respect to First Mezzanine Borrower, and the Mortgage Loan, with respect to Mortgage Borrower, (ZB) indebtedness with respect to Mortgage Borrower, the Heritage Intercompany Loan and (C) liabilities incurred in the financing ordinary course of equipment and other personal property used on the Collateral Asset with annual payments Borrower’s business in amounts not exceeding $100,000 to exceed in the aggregateaggregate $2,000,000.00, provided that any indebtedness (when combined with liabilities of Mortgage Borrower and Second Mezzanine Borrower incurred pursuant to subclauses (Y) and (Z) shall be (1) in the ordinary course of their respective businesses), which liabilities are not more than sixty (60) days past due the date incurred, are not evidenced by a note and (2) incurred in the ordinary course of business. No indebtedness are paid when due; and no Indebtedness other than the Loan Debt may be secured (subordinate, pari passu or otherwise) by the Collateral, the First Mezzanine Collateral Asset.or the Property, as applicable; (ivv) Borrower has have not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates.; (vi) As of the date hereof, Borrower is are and will remain solvent and is able to will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its their respective assets as the same shall become due.; (vii) Borrower has have done or have caused to be done and will do all things necessary to observe organizational formalities and preserve its each of their existence, and neither party willwill not, nor will it permit any constituent party to, amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, certificate of formation, operating agreement, trust agreement or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that violates the covenants set forth in this Section 6.14).Lender; (viii) Borrower will maintain all of its books, records, financial statements and bank accounts as official records, separate from those of its Affiliates and any constituent party. Except for Guarantor, Borrower’s assets party and will not permit its assets to be listed as assets on the financial statement of any entity; provided, however, that Borrower’s, Mortgage Borrower’s and First Mezzanine Borrower’s assets may be included in a consolidated financial statement of its Affiliate provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower, Mortgage Borrower and/or First Mezzanine Borrower from such Affiliate and to indicate that Borrower’s, Mortgage Borrower’s and/or First Mezzanine Borrower’s assets and credit, as applicable, are not available to satisfy the debts and other Person.obligations of such Affiliate or any other Person and (b) such assets shall also be listed on the Borrower’s, Mortgage Borrower’s and/or First Mezzanine Borrower’s own separate balance sheet; (ix) Borrower will be, and at all times will hold itself themselves out to the public as, a legal entity entities separate and distinct from any other entity (including any Affiliate or any constituent party), shall correct any known misunderstanding regarding its their status as a separate entityentities, shall conduct business in its their own name, shall not identify itself themselves or any of its their Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its their own name.; (x) Borrower maintains will maintain adequate capital and a sufficient number of employees for the normal obligations reasonably foreseeable in a business of its their respective size and character and in light of its their respective contemplated business operations.; (xi) Neither Borrower, will not seek or effect nor permit any constituent party will to seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose any of all or substantially all of its assets.them; (xii) Borrower will not commingle its their respective funds and other assets with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its their respective assets in its own name, other than as permitted under the Loan Documents.; (xiii) Borrower has and will maintain its their respective assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its their respective individual assets from those of any Affiliate or constituent party or any other Person.; (xiv) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself themselves out to be responsible for or have its their respective credit available to satisfy the debts or obligations of any other Person.; (xv) Borrower will not permit any Affiliate or constituent party independent access to its their respective bank accounts.; (xvi) Borrower if they respectively employ any employees of their own, will pay the salaries of its any such employees from their own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations.respective funds; (xvii) Borrower will compensate each of its their own consultants and agents from their funds generated by the Collateral Asset or from other sources for services provided to them and pay from their own assets all obligations of any kind incurred, including shared overhead expenses; (xviii) will not pledge each of their assets to secure the Collateral Assetobligations of any other Person; (xix) will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to Borrower, First Mezzanine Borrower or Mortgage Borrower; (xx) will allocate fairly and reasonably any overhead expenses that are shared with any affiliate, including for shared office space and for services performed by any employee of an affiliate; (xxi) will file their own respective tax returns, except to the extent Borrower, Mortgage Borrower or First Mezzanine Borrower is a “disregarded entity” for tax purposes; (xxii) will cause the managers, agents and other representatives of the Borrower, First Mezzanine Borrower and/or Mortgage Borrower, as applicable to act at all times with respect to the First Mezzanine Borrower, Mortgage Borrower and/or Borrower, as applicable in furtherance of the foregoing and in the best interests of the Borrower, First Mezzanine Borrower and Mortgage Borrower; and (xxiii) will not buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities). (i) If Borrower is a limited partnership or a limited liability company, (other than a single member limited liability company), each general partner or managing member (each, an “SPC Party”) shall be a corporation whose sole asset is its interest in Borrower and each such SPC Party will at all times comply, and will cause Borrower to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose articles of incorporation are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners. (ii) If Borrower is a single member Delaware limited liability company, Borrower shall have at least two springing members, each of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become a member of Borrower. (d) Borrower shall at all times cause there to be at least one (1) duly appointed member of the board of directors or independent managers who is provided by a nationally recognized company that provides professional independent directors (each, an “Independent Director”) and professional independent managers (each, an “Independent Manager”) of Borrower or any such SPC Party who shall not have been at the time of such individual’s appointment or at any time while serving as a director of such SPC Party or Borrower, and may not have been at any time during the preceding five (5) years (i) a stockholder, director (other than as an Independent Director), officer, member, trustee, employee, partner, attorney or counsel of such SPC Party, Borrower or any Affiliate of either of them, (ii) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, Borrower or any Affiliate of either of them, (iii) a Person or other entity controlling or under common control with any such stockholder, partner, customer, supplier or other Person, or (iv) a member of the immediate family by blood or marriage of any such stockholder, director, officer, member, trustee, employee, partner, creditor, customer, supplier or other Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. (e) Borrower shall not cause or permit the board of directors of any SPC Party and Borrower to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock or under any organizational document of Borrower or SPC Party, requires a vote of the board of directors of each SPC Party and Borrower unless at the time of such action there shall be at least two members who are each an Independent Director.

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (i1) Propco Borrower has does not own and will not own any asset or property other than (i) the Collateral AssetProperty, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty and (2) Opco Borrower does not own and will not own any asset or property other than the personalty and other assets owned by it necessary for the operation of the Property. (ii1) Propco Borrower has not and will not engage in any business other than the ownership, management and operation of the Collateral Asset Property and (2) Opco Borrower will not engage in any business other than the management and operation of the Property, and each Borrower will conduct and operate its business as presently conducted and operated. (iiic) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are commercially reasonable (taking into account all facts and circumstances) and either substantially similar to those that would be available on an aim’s-length basis with third parties other than any such party or a capital contribution or distribution. (d) Borrower has not incurred incurred, and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) Indebtedness other than (X) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Ziii) indebtedness Indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, Property; provided that any indebtedness Indebtedness incurred pursuant to subclauses (Yii) and (Ziii) shall be (1x) not in excess of 5% of the outstanding principal amount of the Loan in the aggregate, (y) paid not more than sixty (60) days past from the date incurred as to the matters in subclause (ii) above and not more than sixty (60) days from the date due as to the matters in subclause (iii) above and (2z) incurred in the ordinary course of business. No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty other than Indebtedness of the type described in and subject to the requirements of clause (iii) of this clause (d). (ive) Except as expressly contemplated by the Loan Documents with respect to the other Borrower and the Cross Borrower, Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of any of its Affiliates. (vif) As of the date hereof, Borrower is and will remain solvent and is able to Borrower will pay all of its debts and liabilities (including, as applicable, a fairly allocated portion of shared personnel and overhead expenses) only from its own assets and as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities applicable to Borrower and preserve its Borrower’s existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, to amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates or makes such organizational documents inconsistent with the single purpose covenants set forth in this Section 6.14)3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent. (viiih) Borrower will maintain all of its books, records, financial statements (it being acknowledged that the agent under the Cash Management Agency Agreement shall be continuously able to produce separate balance sheets of the Borrowers) and (except as contemplated in the Cash Management Agency Agreement) bank accounts separate from those of its Affiliates and from those of any constituent partyother Person. Except for Guarantor, Borrower’s assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements (and/or in Annual Reports on Form 10-K filed with U.S. Securities and Exchange Commission in which such financial statements are contained) to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets are continuously able to be listed on Borrower’s own separate balance sheet. Borrower will file its own tax returns (to the extent Borrower is required to file tax returns). Borrower shall maintain its books, records, resolutions and agreements as official records. (ixi) Borrower 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 of Borrower or any constituent partyparty of Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own namename (except with respect to payments or communications made on behalf of the Borrower by the counterparty to the Cash Management Agency Agreement, in which event, such counterparty shall nevertheless identify the Borrower as the party on whose behalf the payment or communication is being made). (xj) Borrower maintains 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. (xik) Neither Borrower, Borrower nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiil) Except as expressly contemplated by the Loan Documents and the Cash Management Agency Agreement, Borrower will not commingle its the funds and or other assets of Borrower with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Borrower 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 Affiliate or constituent party or any other Person. (xivn) Except for as expressly contemplated by the LoanLoan Documents with respect to the other Borrower and the Cross Borrower, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy or hold out its credit as being available to satisfy the debts or obligations of any other Person. (xvi) If Borrower is a limited partnership or a limited liability company, (other than a single member limited liability company that satisfies all of the requirements of Section 3.1.24(o)(ii)), each general partner or managing member (each, an “SPC Party”) of Borrower shall be a corporation or single member limited liability company that satisfies all of the requirements of Section 3.1.24(o)(ii) whose sole asset is a direct interest in Borrower of at least 0.5% (or 0.1% if Borrower is an entity formed under the laws of Delaware) and each such SPC Party will at all times comply with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party (substituting the term “SPC Party” for the term “Borrower” throughout) and will cause Borrower to comply with this Section 3.1.24 (except for subsections (a), (b), (d), (n) and (x)). Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose constituent documents are substantially similar to those of the withdrawing or disassociating SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners. If Borrower is a limited partnership, Borrower shall have at least one general partner. If Borrower is a limited liability company (other than a single-member limited liability company that satisfies all of the requirements of Section 3.1 .24(o)(ii)), Borrower shall have at least one (1) managing member. An SPC Party shall be organized for the sole purpose of owning a direct interest in the Borrower, shall own no other interests in any entity, and shall not permit any Affiliate or constituent party independent access to incur indebtedness except as it may be liable for the debts of the Borrower in its bank accountscapacity as general partner of the Borrower. (xviii) If Borrower will pay is a single member limited liability company (“single member limited liability company” meaning a limited liability company having only one equity member), Borrower shall be a limited liability company organized under the salaries laws of its own employees Delaware and shall have either (A) two (2) non-equity members or (B) at least two springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of Borrower, and the other of which shall become the sole member of Borrower if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operationsthe first such springing member no longer is available to serve as such sole member. (xviip) Borrower will compensate or its SPC Party shall at all times cause there to be at least two duly appointed Independent Directors, who are provided by a nationally recognized company that provides professional independent directors, of each SPC Party and of Borrower if Borrower is a single member limited liability company. As used herein, “Independent Director” shall mean a natural person serving as a director of a corporation or manager of a limited liability company who is not at the time of initial appointment, or at any time while serving, and has not been at any time during the preceding five (5) years: (a) a stockholder or director (with the exception of serving as the Independent Director of Borrower or any SPC Party that is an SPC Party or managing member of Borrower), trustee, officer, employee, partner, member, attorney or counsel of SPC Party, Borrower or any affiliate of either of them; (b) a creditor, customer, supplier or other person who derives any of its consultants and agents purchases or revenues from funds generated its activities with SPC Party, Borrower or any affiliate of either of them; (c) a person or other entity controlling or under common control with any Person excluded from serving as Independent Director under subparagraph (a) or (b); or (d) a member of the immediate family of any Person excluded from serving as Independent Director under subparagraph (a) or (b). As used in this definition, the term “affiliate” means any person controlling, under common control with, or controlled by the Collateral Asset person in question; and the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. A natural person who satisfies the foregoing definition other than subparagraph (b) shall not be disqualified from other sources serving as an Independent Director if such individual has been provided by a nationally-recognized company that provides professional independent directors. A natural person who otherwise satisfies the foregoing definition except for services being the Independent Director of a “special purpose entity” affiliated with Borrower or SPC Party shall not be disqualified from serving as an Independent Director of Borrower or SPC Party if such “special purpose entity” does not own a direct or indirect equity interest in Borrower or in any co-borrower of Borrower and if such individual is an independent director provided by a nationally-recognized company that provides professional independent directors. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities substantially similar to the Collateral Assetthose set forth in Section 3.1.24 of this Agreement.

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (ia) Borrower has does not own and will not own any asset or property other than (i) the Collateral AssetProperty, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty. (iib) Borrower has not conducted any business other than in connection with this Agreement and will not engage in any business other than the ownership, management and operation of the Collateral Asset Property and Borrower will conduct and operate its business as presently conducted and operated. (iiic) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, 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 such party. (d) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) Indebtedness other than (Xi) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Ziii) indebtedness Indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, Property; provided that any indebtedness Indebtedness incurred pursuant to subclauses (Yii) and (Ziii) shall be (1x) not in excess of Four Million and No/100 Dollars ($4,000,000.00) in the aggregate, (y) paid not more than sixty (60) days past from the date incurred as to the matters in subclause (ii) above and not more than sixty (60) days from the date due as to the matters in subclause (iii) above and (2z) incurred in the ordinary course of business. No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty. (ive) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates. (vif) As of the date hereof, Borrower is and will remain solvent and is able to Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, to amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates the single purpose covenants set forth in this Section 6.14)3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender's consent. (viiih) Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Except for Guarantor, Borrower’s 's assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower's assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower's own separate balance sheet. Borrower will file its own tax returns (to the extent Borrower is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person. Borrower shall maintain its books, records, resolutions and agreements as official records. (ixi) Borrower 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 of Borrower or any constituent partyparty of Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (xj) Borrower maintains 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. (xik) Neither Borrower, Borrower nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiil) Borrower will not commingle its the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Borrower 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 Affiliate or constituent party or any other Person. (xivn) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have make its credit assets available to satisfy the debts or obligations of any other Person. (xvi) If Borrower is a limited partnership or a limited liability company (other than a single member limited liability company), each general partner or managing member (each, an "SPC Party") shall be a corporation whose sole asset is its interest in Borrower and each such SPC Party will at all times comply, and will cause Borrower to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose articles of incorporation are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners. (ii) If Borrower is a single member limited liability company, Borrower shall have at least two springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of Borrower, and the other of which shall become the sole member of Borrower if the first such springing member no longer is available to serve as such sole member. (p) Borrower shall at all times cause there to be at least two duly appointed members of the board of directors (or two special managers if Borrower is a limited liability company) who are provided by a nationally-recognized company that provides professional independent directors (each, an "Independent Director") of each SPC Party and Borrower reasonably satisfactory to Lender who shall not have been at the time of such individual's appointment or at any time while serving as a director or manager of such SPC Party and Borrower, and may not have been at any time during the preceding five years (i) a stockholder, director (other than as an Independent Director), officer, employee, partner, attorney or counsel of such SPC Party, Borrower or any Affiliate of either of them, (ii) a customer, supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, Borrower or any Affiliate of either of them, (iii) a Person or other entity controlling or under common control with any such stockholder, partner, customer, supplier or other Person, or (iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other Person. A natural person who otherwise satisfies the foregoing definition of Independent Director except for being the independent director, manager or special member of a "special purpose entity" affiliated with the Borrower that does not own a direct or indirect equity interest in the Borrower shall not be disqualified from serving as an Independent Director if such individual is at the time of initial appointment, or at any time while serving as an Independent Director, an Independent Director of a "special purpose entity" affiliated with the Borrower (other than any entity that owns a direct or indirect equity interest in the Borrower) if such individual is an independent manager, director or special member provided by a nationally-recognized company that provides professional independent managers, directors or special members. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. (q) Borrower shall not cause or permit the board of directors of any SPC Party and Borrower to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock or under any organizational document of Borrower or SPC Party, requires a vote of the board of directors or managers of each SPC Party and Borrower unless at the time of such action there shall be at least two board members or managers who are each an Independent Director. (r) Borrower shall conduct its business so that the assumptions made with respect to Borrower in the Insolvency Opinion shall be true and correct in all respects. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding the Borrower or any other Person) set forth in the Insolvency Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of the Borrower and any SPC Party. (s) Borrower will not permit any Affiliate or constituent party independent access to its bank accountsaccounts except as required for the conduct of Borrower's business. (xvit) Borrower will shall pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations. (xviiu) Borrower will shall compensate each of its consultants and agents from its funds generated by the Collateral Asset or from other sources for services provided to the Collateral Assetit and pay from its own assets all obligations of any kind incurred.

Single Purpose. Borrower has been formed for the sole purpose ENTITY COVENANTS On and as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan shall be paid at all times while this Agreement or any Transaction hereunder is in full: effect, Seller covenants that: (i) Borrower has not and will not Seller shall own any asset or property other than (i) the Collateral Assetno assets, and (ii) incidental personal property necessary for the ownership or operation of the Collateral Asset. (ii) Borrower has not and will shall not engage in any business business, other than with respect to the Purchased Assets (including Eligible Assets which Seller intends to sell to Purchaser subject to a Transaction hereunder), those Purchased Assets which have been repurchased from Purchaser by Seller (provided that such Purchased Assets are transferred promptly to an entity other than Seller after such repurchase), and other assets incidental to the origination, acquisition, ownership, management financing and operation disposition of the Collateral Asset and Borrower will conduct and operate its business as presently conducted and operated. Purchased Assets; (iiiii) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) other than (X) the Loan, (Y) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Z) indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, provided that any indebtedness incurred pursuant to subclauses (Y) and (Z) Seller shall be (1) not more than sixty (60) days past due and (2) incurred in the ordinary course of business. No indebtedness other than the Loan may be secured (subordinate, pari passu or otherwise) by the Collateral Asset. (iv) Borrower has not made and will not make any loans or advances to any Affiliate or third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates. Affiliates (viin each case, other than advances under the Purchased Assets (or Eligible Assets which Seller intends to sell to Purchaser subject to a Transaction hereunder) As of the date hereof, Borrower is and will remain solvent and is able to Mortgagors or Mezzanine Borrowers or otherwise in connection therewith); (iii) Seller shall pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due. ; (viiiv) Borrower has done or caused to be done and will Seller shall comply with the provisions of its organizational documents in all material respects; (v) Seller shall do all things necessary to observe its organizational formalities and to preserve its existence, and neither party will, nor will it permit any constituent party to, amend, modify or - 29 - otherwise change the articles of formation, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that violates the covenants set forth in this Section 6.14). ; (viiivi) Borrower will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided, that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Seller from such Affiliate and any constituent party. Except for Guarantor, Borrowerto indicate that Seller’s assets will and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on Seller’s own separate balance sheet) and file its own tax returns, if any (except to the extent 54 consolidation is required or permitted under Requirements of Law, such as assets on in the financial statement case of any other Person. a disregarded entity); (ixvii) Borrower will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate or any constituent partyAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other and other; (viii) Seller shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (x) Borrower maintains adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. operations and shall remain solvent; provided, that the foregoing shall not require any member, partner or shareholder of Seller to make any additional capital contributions to Seller; (xiix) Neither Borrower, nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xii) Borrower will Seller shall not commingle its funds and or other assets with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so), and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiii) Borrower has and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any Affiliate or constituent party or any other Person. others; (xivx) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person. (xv) Borrower will not permit any Affiliate or constituent party independent access to its bank accounts. (xvi) Borrower will pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations. (xvii) Borrower will compensate each of its consultants and agents from funds generated by the Collateral Asset or from other sources for services provided to the Collateral Asset.Intentionally Omitted;

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (ia) Fee Borrower has and Leasehold Borrower do not own and will not own any asset or property other than (i) their respective interests in the Collateral AssetProperty, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty. (iib) Borrower has not and will not engage in any business other than the ownership, management and operation of the Collateral Asset Property and Borrower will conduct and operate its business as presently conducted and operated. (iiic) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, 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 such party. (d) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) Indebtedness other than (Xi) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Ziii) indebtedness Indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, Property; provided that any indebtedness Indebtedness incurred pursuant to subclauses (Yii) and (Ziii) shall be (1x) not in excess of Four Million and No/100 Dollars ($4,000,000.00) in the aggregate, (y) paid not more than sixty (60) days past from the date incurred as to the matters in subclause (ii) above and not more than sixty (60) days from the date due as to the matters in subclause (iii) above and (2z) incurred in the ordinary course of business. No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty. (ive) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates. (vif) As of the date hereof, Fee Borrower is and Leasehold Borrower are and will remain solvent and is able to Fee Borrower and Leasehold Borrower will pay its their respective debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, to amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates the single purpose covenants set forth in this Section 6.14)3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender's consent. (viiih) Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Except for Guarantor, Borrower’s 's assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower's assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower's own separate balance sheet. Borrower will file its own tax returns (to the extent Borrower is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person. Borrower shall maintain its books, records, resolutions and agreements as official records. (ixi) Borrower 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 of Borrower or any constituent partyparty of Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (xj) Borrower maintains 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. (xik) Neither Borrower, Borrower nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiil) Borrower will not commingle its the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Borrower 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 Affiliate or constituent party or any other Person. (xivn) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have make its credit assets available to satisfy the debts or obligations of any other Person. (xvi) If either of Fee Borrower or Leasehold Borrower is a limited partnership or a limited liability company (other than a single member limited liability company), each general partner or managing member (each, an "SPC Party") shall be a corporation whose sole asset is its interest in Fee Borrower or Leasehold Borrower, as applicable, and each such SPC Party will at all times comply, and will cause Fee Borrower or Leasehold Borrower, as applicable, to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from Fee Borrower or Leasehold Borrower, as applicable, Fee Borrower or Leasehold Borrower, as applicable, shall immediately appoint a new SPC Party whose articles of incorporation are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners. (ii) If either of Fee Borrower or Leasehold Borrower is a single member limited liability company, Fee Borrower or Leasehold Borrower, as applicable, shall have at least two springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Fee Borrower or Leasehold Borrower, as applicable, shall immediately become the sole member of Fee Borrower or Leasehold Borrower, as applicable, and the other of which shall become the sole member of Fee Borrower or Leasehold Borrower, as applicable, if the first such springing member no longer is available to serve as such sole member. (p) Fee Borrower and Leasehold Borrower shall at all times cause there to be at least two duly appointed members of the board of directors (or two special managers if Fee Borrower or Leasehold Borrower is a limited liability company) who are provided by a nationally-recognized company that provides professional independent directors (each, an "Independent Director") of each SPC Party, Fee Borrower and Leasehold Borrower reasonably satisfactory to Lender who shall not have been at the time of such individual's appointment or at any time while serving as a director or manager of such SPC Party, Fee Borrower and Leasehold Borrower, and may not have been at any time during the preceding five years (i) a stockholder, director (other than as an Independent Director), officer, employee, partner, attorney or counsel of such SPC Party, Fee Borrower, Leasehold Borrower or any Affiliate of either of them, (ii) a customer, supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, Fee Borrower, Leasehold Borrower or any Affiliate of either of them, (iii) a Person or other entity controlling or under common control with any such stockholder, partner, customer, supplier or other Person, or (iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other Person. A natural person who otherwise satisfies the foregoing definition of Independent Director except for being the independent director, manager or special member of a "special purpose entity" affiliated with the Fee Borrower or Leasehold Borrower that does not own a direct or indirect equity interest in either Fee Borrower or Leasehold Borrower shall not be disqualified from serving as an Independent Director if such individual is at the time of initial appointment, or at any time while serving as an Independent Director, an Independent Director of a "special purpose entity" affiliated with either Fee Borrower or Leasehold Borrower (other than any entity that owns a direct or indirect equity interest in either Fee Borrower or Leasehold Borrower) if such individual is an independent manager, director or special member provided by a nationally-recognized company that provides professional independent managers, directors or special members. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. (q) Borrower shall not cause or permit the board of directors of any SPC Party, Fee Borrower or Leasehold Borrower to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock or under any organizational document of Fee Borrower, Leasehold Borrower or SPC Party, requires a vote of the board of directors or managers of each SPC Party, Fee Borrower and Leasehold Borrower unless at the time of such action there shall be at least two board members or managers who are each an Independent Director. (r) Borrower shall conduct its business so that the assumptions made with respect to Borrower in the Insolvency Opinion shall be true and correct in all respects. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding the Borrower or any other Person) set forth in the Insolvency Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of the Borrower and any SPC Party. (s) Borrower will not permit any Affiliate or constituent party independent access to its bank accountsaccounts except as required for the conduct of Borrower's business. (xvit) Borrower will shall pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations. (xviiu) Borrower will shall compensate each of its consultants and agents from its funds generated by the Collateral Asset or from other sources for services provided to the Collateral Assetit and pay from its own assets all obligations of any kind incurred.

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (i1) Propco Borrower has does not own and will not own any asset or property other than (i) the Collateral AssetProperty, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty and (2) Opco Borrower does not own and will not own any asset or property other than the personalty and other assets owned by it necessary for the operation of the Property. (ii1) Propco Borrower has not and will not engage in any business other than the ownership, management and operation of the Collateral Asset Property and (2) Opco Borrower will not engage in any business other than the management and operation of the Property, and each Borrower will conduct and operate its business as presently conducted and operated. (iiic) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are commercially reasonable (taking into account all facts and circumstances) and either substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party or a capital contribution or distribution. (d) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) Indebtedness other than (Xi) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Ziii) indebtedness Indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, Property; provided that any indebtedness Indebtedness incurred pursuant to subclauses (Yii) and (Ziii) shall be (1x) not in excess of 5% of the outstanding principal amount of the Loan in the aggregate, (y) paid not more than sixty (60) days past from the date incurred as to the matters in subclause (ii) above and not more than sixty (60) days from the date due as to the matters in subclause (iii) above and (2z) incurred in the ordinary course of business. No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty other than Indebtedness of the type described in and subject to the requirements of clause (iii) of this clause (d). (ive) Except as expressly contemplated by the Loan Documents with respect to the other Borrower, Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of any of its Affiliates. (vif) As of the date hereof, Borrower is and will remain solvent and is able to Borrower will pay all of its debts and liabilities (including, as applicable, a fairly allocated portion of shared personnel and overhead expenses) only from its own assets and as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities applicable to Borrower and preserve its Borrower’s existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, to amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates or makes such organizational documents inconsistent with the single purpose covenants set forth in this Section 6.14)3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent. (viiih) Borrower will maintain all of its books, records, financial statements (it being acknowledged that the agent under the Cash Management Agency Agreement shall be continuously able to produce separate balance sheets of the Borrowers) and (except as contemplated in the Cash Management Agency Agreement) bank accounts separate from those of its Affiliates and from those of any constituent partyother Person. Except for Guarantor, Borrower’s assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower’s assets maybe, included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements (and/or in Annual Reports on Form 10-K filed with U.S. Securities and Exchange Commission in which such financial statements are contained) to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets are continuously able to be listed on Borrower’s own separate balance sheet. Borrower will file its own tax returns (to the extent Borrower is required to file tax returns). Borrower shall maintain its books, records, resolutions and agreements as official records. (ixi) Borrower 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 of Borrower or any constituent partyparty of Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own namename (except with respect to payments or communications made on behalf of the Borrower by the counterparty to the Cash Management Agency Agreement, in which event, such counterparty shall nevertheless identify the Borrower as the party on whose behalf the payment or communication is being made). (xj) Borrower maintains 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. (xik) Neither Borrower, Borrower nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiil) Except as expressly contemplated by the Loan Documents and the Cash Management Agency Agreement, Borrower will not commingle its the funds and or other assets of Borrower with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Borrower 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 Affiliate or constituent party or any other Person. (xivn) Except for as expressly contemplated by the LoanLoan Documents with respect to the other Borrower, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy or hold out its credit as being available to satisfy the debts or obligations of any other Person. (xvi) If Borrower is a limited partnership or a limited liability company, (other than a single member limited liability company that satisfies all of the requirements of Section 3.l.24(o)(ii)), each general partner or managing member (each, an “SPC Party”) of Borrower shall be a corporation or single member limited liability company that satisfies all of the requirements of Section 3.1.24(o)(ii) whose sole asset is a direct interest in Borrower of at least 0.5% (or 0.1% if Borrower is an entity formed under the laws of Delaware) and each such SPC Party will at all times comply with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party (substituting the term “SPC Party” for the term “Borrower” throughout) and will cause Borrower to comply with this Section 3.1.24 (except for subsections (a), (b), (d), (n) and (x)). Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose constituent documents are substantially similar to those of the withdrawing or disassociating SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners. If Borrower is a limited partnership, Borrower shall have at least one general partner. If Borrower is a limited liability company (other than a single-member limited liability company that satisfies all of the requirements of Section 3.1.24(o)(ii)), Borrower shall have at least one (1) managing member. An SPC Party shall be organized for the sole purpose of owning a direct interest in the Borrower, shall own no other interests in any entity, and shall not permit any Affiliate or constituent party independent access to incur indebtedness except as it may be liable for the debts of the Borrower in its bank accountscapacity as general partner of the Borrower. (xviii) If Borrower will pay is a single member limited liability company (“single member limited liability company” meaning a limited liability company having only one equity member), Borrower shall be a limited liability company organized under the salaries laws of its own employees Delaware and shall have either (A) two (2) non-equity members or (B) at least two springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of Borrower, and the other of which shall become the sole member of Borrower if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operationsthe first such springing member no longer is available to serve as such sole member. (xviip) Borrower will compensate or its SPC Party shall at all times cause there to be at least two duly appointed Independent Directors, who are provided by a nationally recognized company that provides professional independent directors, of each SPC Party and of Borrower if Borrower is a single member limited liability company. As used herein, “Independent Director” shall mean a natural person serving as a director of a corporation or manager of a limited liability company who is not at the time of initial appointment, or at any time while serving, and has not been at any time during the preceding five (5) years: (a) a stockholder or director (with the exception of serving as the Independent Director of Borrower or any SPC Party that is an SPC Party or managing member of Borrower), trustee, officer, employee, partner, member, attorney or counsel of SPC Party, Borrower or any affiliate of either of them; (b) a creditor, customer, supplier or other person who derives any of its consultants and agents purchases or revenues from funds generated its activities with SPC Party, Borrower or any affiliate of either of them; (c) a person or other entity controlling or under common control with any Person excluded from serving as Independent Director under subparagraph (a) or (b); or (d) a member of the immediate family of any Person excluded from serving as Independent Director under subparagraph (a) or (b). As used in this definition, the term “affiliate” means any person controlling, under common control with, or controlled by the Collateral Asset person in question; and the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. A natural person who satisfies the foregoing definition other than subparagraph (b) shall not be disqualified from other sources serving as an Independent Director if such individual has been provided by a nationally-recognized company that provides professional independent directors. A natural person who otherwise satisfies the foregoing definition except for services being the Independent Director of a “special purpose entity” affiliated with Borrower or SPC Party shall not be disqualified from serving as an Independent Director of Borrower or SPC Party if such “special purpose entity” does not own a direct or indirect equity interest in Borrower or in any co-borrower of Borrower and if such individual is an independent director provided by a nationally-recognized company that provides professional independent directors. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities substantially similar to the Collateral Assetthose set forth in Section 3.1.24 of this Agreement.

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full:full (unless otherwise hereafter consented to by Lender or, if the Loan has been included in a Securitization, unless a Rating Agency Confirmation is received): (ia) Borrower has does not own and will not own any asset or property other than (i) the Collateral AssetProperty, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty and (iii) Permitted Investments, cash and cash equivalents. (iib) Borrower has not and will not engage engage, directly or indirectly, in any business other than the ownership, management and operation of the Collateral Asset Property and Borrower will conduct and operate its business as presently conducted and operated. (iiic) Except for capital contributions or distributions permitted under the terms and conditions of Borrower’s operating agreements and properly reflected on the books and records of Borrower, Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any such constituent party, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than any such party. (d) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) Indebtedness other than (Xi) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Ziii) indebtedness Indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, Property; provided that any indebtedness Indebtedness incurred pursuant to subclauses (Yii) and (Ziii) shall be (1x) not more than sixty (60) days past due and due, (2y) incurred in the ordinary course of businessbusiness and (z) not more than five percent (5%) of the outstanding principal amount of the Loan at any one time. No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty, except that any permitted equipment financing or equipment lease may be secured by such equipment. (ive) Borrower has not made and will not make any loans or advances in the nature of loans to any third party other Person (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its AffiliatesAffiliates or owners or any other Person (except for securities that are Permitted Investments). (vif) As of Subject to there being sufficient revenues from the date hereofProperty, Borrower is and will remain solvent and is able to Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe all applicable organizational formalities and preserve its existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates or is inconsistent with any of the single purpose covenants set forth in this Section 6.14)3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent. (viiih) Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent partyother Person. Except for Guarantor, Borrower’s assets will not be listed as assets on the financial statement of any other Person, provided, however, Borrower’s assets may be included in a consolidated financial statement of any Affiliate provided that (i) inclusion on such consolidated financial statement is in accordance with the requirements of GAAP (or such other accounting method reasonably acceptable to Lender), (ii) such consolidated financial statement shall contain a footnote to the effect that Borrower’s assets are owned by Borrower and (iii) such assets are listed on Borrower’s own separate balance sheet. Borrower will file its own tax returns unless Borrower is a tax-disregarded entity not required to file tax returns under applicable law and if Borrower is a corporation will not file a consolidated federal income tax return with any other Person. Borrower shall pay any taxes required to be paid under applicable law. Borrower shall maintain its books, records, resolutions (if any) and agreements as official records. (ixi) Borrower 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 of Borrower or any constituent partyparty of Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (xj) Subject to there being sufficient revenues from the Property, Borrower maintains 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. (xik) Neither BorrowerTo the fullest extent permitted by law, neither Borrower nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiil) Borrower will not commingle its the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Borrower 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 Affiliate or constituent party or any other Person. (xivn) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person. (xvi) If Borrower is a limited partnership or a limited liability company (other than a single member limited liability company), each general partner or managing member (each, an “SPC Party”) shall be a corporation whose sole asset is its interest in Borrower and each such SPC Party will not permit any Affiliate at all times comply, and will cause Borrower to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or constituent party independent access covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose articles of incorporation are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its bank accountsequity owners. (xviii) If Borrower is a single member Delaware limited liability company, Borrower shall at all times have either a Delaware corporation or two (2) Independent Directors as Borrower’s springing member(s) which, upon the dissolution of the sole member of Borrower or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member(s) of Borrower. (p) Borrower will pay shall at all times cause there to be at least two duly appointed members of the salaries board of its own employees directors of each SPC Party (if any) or, if Borrower is a single member Delaware limited liability company, at least two duly appointed managers of Borrower who in each case are provided by a nationally recognized company that provides professional independent directors or managers (each, an “Independent Director”) who shall not have been at the time of such individual’s appointment or at any time while serving as a director of such SPC Party or manager of such Borrower, and may not have been at any time during the preceding five years, (i) a stockholder, director (other than as an Independent Director of such SPC party), officer, manager (other than as Independent Director of Borrower, if Borrower is a single member limited liability company), employee, partner, member, attorney or counsel of such SPC Party, Borrower or any Affiliate of any of them, (ii) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its own funds and maintain activities with such SPC Party, Borrower or any Affiliate of either of them (other than a sufficient number of employees (if any) in light of its contemplated business operations. (xvii) Borrower will compensate each of its consultants and agents from funds generated by the Collateral Asset or from other sources for services Person provided to serve as Independent Director by a company that provides professional independent directors or managers or other general corporate services to Borrower, such SPC Party or any Affiliate of either of them), (iii) a Person or other entity controlling or under common control with any such stockholder, partner, customer, supplier or other Person, or (iv) a member of the Collateral Asset.immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (ia) Borrower has does not own and will not own any asset or property other than (i) the Collateral AssetProperty, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty. (iib) Borrower has not and will not engage in any business other than the ownership, development, repair, maintenance, management and operation of the Collateral Asset Property and Borrower will conduct and operate its business as presently conducted and operated. (iiic) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than any such party. (d) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) Indebtedness other than (Xi) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 500,000 at any one time, time and (Ziii) indebtedness Indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset Property with annual payments not exceeding $100,000 500,000 in the aggregate, ; provided that any indebtedness Indebtedness incurred pursuant to subclauses (Yii) and (Ziii) shall be (1x) not be outstanding more than sixty thirty (6030) days past the due date thereof and (2y) be incurred in the ordinary course of business. No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty. (ive) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates. (vif) As of the date hereof, Borrower is and will remain solvent and is able to Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities applicable to Borrower and preserve its existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, to amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates the single purpose covenants set forth in this Section 6.14)3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender's consent. (viiih) Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent partyother person or entity. Except for Guarantor, Borrower’s 's assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower's assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower's own separate balance sheet. (ixi) Borrower 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 of Borrower or any constituent partyparty of Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (xj) Borrower maintains 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. (xik) Neither Borrower, Borrower nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiil) Borrower will not commingle its the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Borrower 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 Affiliate or constituent party or any other Person. (xivn) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person. (xv) Borrower will not permit any Affiliate or constituent party independent access to its bank accounts. (xvi) Borrower will pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations. (xvii) Borrower will compensate each of its consultants and agents from funds generated by the Collateral Asset or from other sources for services provided to the Collateral Asset.

Single Purpose. Borrower has been formed for the sole purpose and Operating Lessee hereby represent and warrant to, and covenant with, Agent and Lenders that, as of owning and operating the Collateral Asset. From and after the date hereof hereof, at all times prior hereto and until such time as the Loan Debt shall be paid in fullfull or its property is no longer subject to the Lien securing the Debt: (i) Borrower It has not owned and will not own any asset property or property any other assets other than (iA) with respect to Borrower, the Collateral Asset, Property and (iiB) with respect to the Borrower and Operating Lessee incidental personal and intangible property necessary for relating to the ownership ownership, leasing or operation of the Collateral Asset.Property; (ii) Borrower It was formed solely for the purpose of engaging in, and has not engaged and will not engage in in, any business other than the ownership, management leasing, management, financing and operation of the Collateral Asset and Borrower will conduct and operate its business as presently conducted and operated.Property; (iii) Borrower It has not incurred entered and will not enter into any contract or agreement with any of its Affiliates (other than the Loan Documents and Operating Lease), any of its constituent parties or any Affiliate of any constituent party, except contracts or agreements that are upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with third parties; (iv) It will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) ), other than (X) the Loan, (Y) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Z) indebtedness incurred Permitted Indebtedness. Except as set forth in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregateimmediately preceding sentence, provided that any indebtedness incurred pursuant to subclauses (Y) and (Z) shall be (1) not more than sixty (60) days past due and (2) incurred in the ordinary course of business. No no indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral Asset.Property and no indebtedness other than the Debt and the indebtedness described in clause (iii) of the definition of Permitted Indebtedness may be secured (subordinate or pari passu) by any personal property; (ivv) Borrower has not made and Other than as provided in the Loan Documents, it will not make any loans or advances to to, and it will not pledge its assets for the benefit of, any third party other Person (including any Affiliate or constituent party or any Affiliate of any constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates.any Affiliate or constituent party or any Affiliate of any constituent party; (vi) As of the date hereof, Borrower It is and will remain solvent and is able to it will pay its debts and liabilities (including, as applicable, shared personnel including employment and overhead expenses) from its assets as the same shall become due.; (vii) Borrower It has done or caused to be done and will do all things necessary to observe organizational limited liability company formalities (in all material respects), as the case may be, and preserve its existence, and neither party willit will not, to the extent possible under applicable law, nor will it permit or suffer any constituent party to, to amend, modify or - 29 - otherwise change the its partnership certificate, partnership agreement, certificate of formation (except as required by law), limited liability company agreement, articles of formation, operating agreementincorporation and bylaws, trust or other organizational documents Organizational Documents or those of Borrower or such constituent party without the prior consent of Lender in any a manner that violates the covenants set forth in this Section 6.14).which would adversely affect its existence as a Single Purpose Entity; (viii) Borrower It has and will maintain all of its books, books and records, financial statements and bank accounts separate and apart from those of any other Person and it will file its own tax returns (except to the extent consolidation is required under GAAP, permitted for tax purposes or as a matter of law, provided that any consolidated financial statements contain a note indicating that it and its Affiliates are separate legal entities and any constituent party. Except for Guarantormaintain records, Borrower’s assets will not be listed as assets on the financial statement books of account and accounts separate and apart from any other Person.); (ix) Borrower It has and will be, and at all times has held and will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any of its Affiliates, any of its constituent parties or any Affiliate or of any constituent party), shall correct any known misunderstanding regarding its status as a separate entity, has and shall conduct business in its own name, has and shall not identify itself or exercise reasonable efforts to correct any of known misunderstanding actually known to it regarding its Affiliates as a division or part of the other separate identity, and has and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name.and it will reasonably allocate any overhead that is shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any officer or employee of an Affiliate; (x) Borrower maintains It has and 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.; (xi) Neither BorrowerTo the fullest extent permitted by law, neither it nor any constituent party has nor will seek Borrower’s or effect the liquidation, dissolution, Operating Lessee’s dissolution or winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets.; (xii) Borrower It does not and will not commingle its funds and other assets with those of any Affiliate or constituent party or any Affiliate of any constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so), and will hold all of its assets in its own name, other than as permitted under the Loan Documents.Person; (xiii) Borrower It 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 Affiliate or constituent party or any Affiliate of any constituent party or any other Person.; (xiv) Except for in its capacity as a co-obligor under the LoanNote, Borrower will not guarantee or become obligated for the debts of any other Person and it does not and will not hold itself or its credit out to be responsible for or have its credit available to satisfy satisfy, and it has not guaranteed or otherwise become liable for, and has not and will not guarantee or otherwise become liable for, the debts debts, securities or obligations of any other Person.; (xv) If it is a limited liability company, either (a) at least one of its members is and shall be a Single Purpose Entity (the “SPE Member”) whose sole assets are its interest in the applicable Borrower or Operating Lessee and that has no less than a one percent (1%) membership interest in Obligor or Operating Lessee, and Borrower or Operating Lessee shall be deemed hereby to have made each of the other representations, warranties and covenants contained in this Section 3.36 with respect to the SPE Member, and the SPE Member shall have two (2) Independent Directors as duly appointed members of its board of directors or (b) it shall have two (2) Independent Directors on its board of managers or board of directors (as applicable); (xvi) It has and shall, at all times, have a limited liability company agreement which provides that, for so long as the Loan is outstanding and the Property remains subject to the Lien securing the Debt, its board of directors (or (a) if Borrower or Operating Lessee is a limited liability company with a managing member SPE Member, the board of directors of the SPE Member or (b) if Borrower or Operating Lessee is a board managed limited liability company with two (2) Independent Directors on its board of directors) will not be permitted to take any action which, under applicable law or the terms of any certificate of incorporation or certificate of formation, limited liability company agreement, by-laws or any voting trust agreement with respect to any common stock, requires the vote of its board of directors or board of managers, unless at the time of such action there shall be at least two members of such board who are Independent Directors; provided, however, that, subject to any applicable Legal Requirement, its board of directors (or if Borrower or Operating Lessee is a limited liability company and is not self managed, the board of directors of its SPE Member) may, at its discretion, be permitted to take any action without regard to the preceding clause of this sentence other than the following actions, which actions may not be taken: (A) to the fullest extent permitted by law, dissolve or liquidate, in whole or in part; (B) 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 unless expressly permitted hereunder or unless Obligor is concurrently paying off the Loan in accordance with the terms herein; (C) engage in any business other than the ownership, maintenance and operation of the Property or, with respect to the SPE Member (if applicable), acting as a member of Borrower or Operating Lessee; (D) institute any proceeding to be adjudicated as 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 Bankruptcy Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of its SPE Member or Borrower or Operating Lessee or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make or consent to an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; (E) except as required by law, amend its SPE Member’s certificate of incorporation (if applicable) or the limited liability company agreement of Borrower or Operating Lessee, but only to the extent such amendment impacts the Company’s status as a Single Purpose Entity; (F) enter into any transaction with an Affiliate not in the ordinary course of Borrower’s or Operating Lessee’s business; or (G) withdraw the SPE Member, if applicable, or remove any Independent Director without simultaneously replacing with another Independent Director of Borrower or Operating Lessee; provided, however, clause (D) above may be taken with the affirmative consent of the two (2) Independent Directors; (xvii) It has no liabilities, contingent or otherwise, other than those normal and incidental to the ownership, operation and leasing of the Property; (xviii) Borrower and Operating Lessee shall conduct its business so that the assumptions made with respect to Borrower or Operating Lessee in that certain opinion letter dated the date hereof delivered by ▇▇▇▇▇▇▇ Coie LLP addressing substantive non-consolidation and other matters in connection with the Loan shall at all times be true and correct in all respects; (xix) Neither Borrower or Operating Lessee will permit any Affiliate or constituent party independent access to its bank accounts.; (xvixx) Borrower will and Operating Lessee have and shall pay the salaries of its own employees (employees, if any) from its own funds , and maintain a sufficient number of employees (if any) in light of its contemplated business operations.; (xviixxi) Borrower will and Operating Lessee have and shall compensate each of its consultants and agents from its funds generated by the Collateral Asset or from other sources for services provided to it and pay from its own assets all obligations of any kind incurred. Upon the Collateral Assetwithdrawal or the disassociation of the Independent Director from any constituent entity of any Obligor or Operating Lessee (or from a Obligor or Operating Lessee directly), such Obligor or Operating Lessee shall immediately appoint a new director or special member or cause such entity to appoint a new director or special member that satisfies the requirements of an Independent Director under this Agreement; and (xxii) Borrower and Operating Lessee are subject to and comply with all of the limitations on powers and separateness requirements set forth in its Organizational Documentation as of the Closing Date.

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (i1) Propco Borrower has does not own and will not own any asset or property other than (i) the Collateral AssetProperty, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty and (2) Opco Borrower does not own and will not own any asset or property other than the personalty and other assets owned by it necessary for the operation of the Property. (ii1) Propco Borrower has not and will not engage in any business other than the ownership, management and operation of the Collateral Asset Property and (2) Opco Borrower will not engage in any business other than the management and operation of the Property, and each Borrower will conduct and operate its business as presently conducted and operated. (iiic) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are commercially reasonable (taking into account all facts and circumstances) and either substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party or a capital contribution or distribution. (d) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) Indebtedness other than (Xi) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Ziii) indebtedness Indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, Property; provided that any indebtedness Indebtedness incurred pursuant to subclauses (Yii) and (Ziii) shall be (1x) not in excess of 5% of the outstanding principal amount of the Loan in the aggregate, (y) paid not more than sixty (60) days past from the date incurred as to the matters in subclause (ii) above and not more than sixty (60) days from the date due as to the matters in subclause (iii) above and (2z) incurred in the ordinary course of business. No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty other than Indebtedness of the type described in and subject to the requirements of clause (iii) of this clause (d). (ive) Except as expressly contemplated by the Loan Documents with respect to the other Borrower, Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of any of its Affiliates. (vif) As of the date hereof, Borrower is and will remain solvent and is able to Borrower will pay all of its debts and liabilities (including, as applicable, a fairly allocated portion of shared personnel and overhead expenses) only from its own assets and as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities applicable to Borrower and preserve its Borrower’s existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, to amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates or makes such organizational documents inconsistent with the single purpose covenants set forth in this Section 6.14)3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent. (viiih) Borrower will maintain all of its books, records, financial statements (it being acknowledged that the agent under the Cash Management Agency Agreement shall be continuously able to produce separate balance sheets of the Borrowers) and bank (except as contemplated in the Cash Management Agency Agreement) ▇▇▇▇ accounts separate from those of its Affiliates and from those of any constituent partyother Person. Except for Guarantor, Borrower’s assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements (and/or in Annual Reports on Form 10-K filed with U.S. Securities and Exchange Commission in which such financial statements are contained) to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets are continuously able to be listed on Borrower’s own separate balance sheet. Borrower will file its own tax returns (to the extent Borrower is required to file tax returns). Borrower shall maintain its hooks, records, resolutions and agreements as official records. (ixi) Borrower 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 of Borrower or any constituent partyparty of Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own namename (except with respect to payments or communications made on behalf of the Borrower by the counterparty to the Cash Management Agency Agreement, in which event, such counterparty shall nevertheless identify the Borrower as the party on whose behalf the payment or communication is being made). (xj) Borrower maintains 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. (xik) Neither Borrower, Borrower nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiil) Except as expressly contemplated by the Loan Documents and the Cash Management Agency Agreement, Borrower will not commingle its the funds and or other assets of Borrower with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Borrower 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 Affiliate or constituent party or any other Person. (xivn) Except for as expressly contemplated by the LoanLoan Documents with respect to the other Borrower, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy or hold out its credit as being available to satisfy the debts or obligations of any other Person. (xvi) If Borrower is a limited partnership or a limited liability company, (other than a single member limited liability company that satisfies all of the requirements of Section 3.1.24(o)(ii)), each general partner or managing member (each, an “SPC Party”) of Borrower shall be a corporation or single member limited liability company that satisfies all of the requirements of Section 3.1.24(o)(ii) whose sole asset is a direct interest in Borrower of at least 0.5% (or 0.1% if Borrower is an entity formed under the laws of Delaware) and each such SPC Party will at all times comply with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party (substituting the term “SPC Party” for the term Borrower” throughout) and will cause Borrower to comply with this Section 3.1.24 (except for subsections (a), (b), (d), (n) and (x)). Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose constituent documents are substantially similar to those of the withdrawing or disassociating SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners. If Borrower is a limited partnership, Borrower shall have at least one general partner. If Borrower is a limited liability company (other than a single-member limited liability company that satisfies all of the requirements of Section 3.1.24(o)(ii)), Borrower shall have at least one (1) managing member. An SPC Party shall be organized for the sole purpose of owning a direct interest in the Borrower, shall own no other interests in any entity, and shall not permit any Affiliate or constituent party independent access to incur indebtedness except as it may be liable for the debts of the Borrower in its bank accountscapacity as general partner of the Borrower. (xviii) if Borrower will pay is a single member limited liability company (“single member limited liability company” meaning a limited liability company having only one equity member), Borrower shall be a limited liability company organized under the salaries laws of its own employees Delaware and shall have either (A) two (2) non-equity members or (B) at least two springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of Borrower, and the other of which shall become the sole member of Borrower if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operationsthe first such springing member no longer is available to serve as such sole member. (xviip) Borrower will compensate or its SPC Party shall at all times cause there to be at least two duly appointed Independent Directors, who are provided by a nationally recognized company that provides professional independent directors, of each SPC Party and of Borrower if Borrower is a single member limited liability company. As used herein, “Independent Director” shall mean a natural person serving as a director of a corporation or manager of a limited liability company who is not at the time of initial appointment, or at any time while serving, and has not been at any time during the preceding five (5) years: (a) a stockholder or director (with the exception of serving as the Independent Director of Borrower or any SPC Party that is an SPC Party or managing member of Borrower), trustee, officer, employee, partner, member, attorney or counsel of SPC Party, Borrower or any affiliate of either of them; (b) a creditor, customer, supplier or other person who derives any of its consultants and agents purchases or revenues from funds generated its activities with SPC Party, Borrower or any affiliate of either of them; (c) a person or other entity controlling or under common control with any Person excluded from serving as Independent Director under subparagraph (a) or (b); or (d) a member of the immediate family of any Person excluded from serving as Independent Director under subparagraph (a) or (b). As used in this definition, the term “affiliate” means any person controlling, under common control with, or controlled by the Collateral Asset person in question; and the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. A natural person who satisfies the foregoing definition other than subparagraph (b) shall not be disqualified from other sources serving as an Independent Director if such individual has been provided by a nationally-recognized company that provides professional independent directors. A natural person who otherwise satisfies the foregoing definition except for services being the Independent Director of a “special purpose entity” affiliated with Borrower or SPC Party shall not be disqualified from serving as an Independent Director of Borrower or SPC Party if such “special purpose entity” does not own a direct or indirect equity interest in Borrower or in any co-borrower of Borrower and if such individual is an independent director provided by a nationally-recognized company that provides professional independent directors. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities substantially similar to the Collateral Assetthose set forth in Section 3.1.24 of this Agreement.

Single Purpose. Each Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as either (1) the Loan Obligations shall be paid and performed in fullfull or (2) such Borrower has been released from its obligations under the Loan Documents in connection with a Defeasance Event pursuant to Section 2.5.3 hereof or a substitution of properties pursuant to Section 2.6 hereof: (ia) No Borrower has not and owns or will not own any asset or property other than (i) the Collateral Asset, its respective Property and (ii) incidental personal property necessary for the ownership or operation of the Collateral Assetsuch Property. (iib) No Borrower has not and engaged or will not engage in any business other than the ownership, management and operation of the Collateral Asset its respective Property and each Borrower will conduct and operate its business as presently conducted and operated. (iiic) Such Borrower has not incurred entered and will not incur enter into any indebtedness, secured contract or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) other than (X) the Loan, (Y) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one time, and (Z) indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset agreement with annual payments not exceeding $100,000 in the aggregate, provided that any indebtedness incurred pursuant to subclauses (Y) and (Z) shall be (1) not more than sixty (60) days past due and (2) incurred in the ordinary course of business. No indebtedness other than the Loan may be secured (subordinate, pari passu or otherwise) by the Collateral Asset. (iv) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate of any Borrower, any constituent party of any Borrower or any Affiliate of any constituent party), except (i) upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s arms-length basis with third parties other than any such party party, (ii) in connection with the Loan, and upon terms acceptable (iii) the Operating Lease to Lender in its sole discretionwhich such Borrower is a party. (vd) Such Borrower has not incurred and will not incur, and such Borrower shall not permit Operating Lessee pursuant to the related Operating Lease to incur, any Indebtedness other than (i) with respect to such Borrower, the Debt, and (ii) with respect to Operating Lessee, (A) unsecured trade payables and short term operational debt not evidenced by a note and (B) equipment financing that is not secured by a Lien on any Property except the equipment financed, all of which debt under the preceding clauses (A) and (B) does not and will not exceed in the aggregate, including such trade payables, short term operational debt and equipment financing of Operating Lessee as to the Properties owned by the other Borrowers, $2,000,000.00 at any one time; provided that any Indebtedness incurred pursuant to the preceding clause (ii)(A) shall not be outstanding for more than sixty (60) days (except to the extent that such indebtedness or the validity thereof is being duly and diligently contested by such Borrower in accordance with all applicable Legal Requirements) and shall be incurred in the ordinary course of business (the Indebtedness described in the foregoing clauses (i) and (ii) is referred to herein, collectively, as “Permitted Indebtedness”). No Indebtedness other than the Debt and Permitted Encumbrances may be secured (subordinate or pari passu) by any of the Properties. (e) Such Borrower has not made and will not make any loans or advances to any third party (including Operating Lessee, any other Affiliate of such Borrower or any Pool 1 constituent party of such Borrower), and has not and shall not acquire obligations or securities of its Affiliates. (vif) As of the date hereof, Such Borrower is and will intends to remain solvent and, except as contemplated by this Agreement wherein Borrowers are jointly and is able to severally liable, such Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) to the extent of available funds from its own assets as the same shall become due. (viig) Such Borrower has done or caused to be done done, and will do do, all things necessary to observe organizational formalities and preserve its existence, and neither party willsuch Borrower will not, nor will it such Borrower permit any constituent party SPE Party to, (i) terminate or fail to comply with the provisions of its organizational documents, or (ii) unless (A) Lender has consented in writing and (B) following a Securitization of the Loan, the applicable Rating Agencies have issued a Rating Agency Confirmation in connection therewith, amend, modify or - 29 - otherwise change the any term or provision of its partnership certificate, partnership agreement, articles of incorporation and bylaws, certificate of formation, limited liability company operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender that in any manner that violates way relates or pertains to the covenants matters set forth in this Section 6.14)3.1.24. (viiih) Such Borrower has maintained and will maintain all of its separate books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent partyother Person. Except for Guarantor, Such Borrower’s assets will not be listed as assets on the financial statement of any other Person, provided, however, that such Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Borrower and such Affiliates and to indicate that such Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person. Such Borrower will file its own tax returns (to the extent such Borrower is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person. Such Borrower has maintained and shall maintain its books, records, resolutions and agreements as official records. (ixi) Such Borrower 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 Operating Lessee, any other Affiliate of such Borrower or any constituent partyparty of such Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (xj) Such Borrower maintains has maintained and intends to 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. (xik) Neither Borrower, such Borrower nor any constituent party of such Borrower will seek or effect the liquidation, dissolution, winding up, liquidationconsolidation, consolidation asset sale or merger, in whole or in part, of such Borrower, or transfer or otherwise dispose of all or substantially all of its assets.. Pool 1 (xiil) Except as contemplated by this Agreement, such Borrower has not commingled and will not commingle its the funds and other assets of such Borrower with those of any Affiliate or constituent party of such Borrower or any other Person (providedPerson, however, property manager of the Collateral Asset may do so), and has held and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Such Borrower 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 Affiliate or constituent party of such Borrower or any other Person. (xivn) Except for the Loanas contemplated by this Agreement, such Borrower has not assumed or guaranteed and will not assume or guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person. (xvo) Each Borrower’s general partner (the “SPE Party”) shall be a single member limited liability company whose sole asset is its interest in such Borrower and the other Borrowers, and SPE Party (i) will cause each Borrower to comply with each of the representations, warranties and covenants contained in this Section 3.1.24; (ii) will at all times comply with each of the representations, warranties and covenants contained in this Section 3.1.24 (other than subsections (a), (b) and (d)) as if such representation, warranty or covenant was made directly by SPE Party; (iii) will not permit engage in any Affiliate business or constituent party independent access activity other than owning an interest in each Borrower; (iv) will not acquire or own any assets other than its partnership interest in each Borrower; and (v) will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation) other than unsecured trade payables incurred in the ordinary course of business related to the ownership of an interest in each Borrower that (A) do not exceed at any one time $50,000.00 in the aggregate with respect to all Borrowers, and (B) are paid within thirty (30) days after the date incurred. Upon the withdrawal or the disassociation of SPE Party from Borrowers, Borrowers shall immediately appoint a new SPE Party whose certificate of formation and limited liability company operating agreement is substantially similar to those of such withdrawing SPE Party and deliver a new non-consolidation opinion to Lender and the Rating Agency or Rating Agencies, as applicable, with respect to the new SPE Party and its bank accountsequity owners. (xvip) Borrower will pay The organizational documents of SPE Party shall provide that the salaries business and affairs of SPE Party shall be managed by or under the direction of a board of one or more directors or managers designated by the sole member of SPE Party, and at all times there shall be at least two (2) duly appointed individuals (each, an “Independent Director”) on the board of directors or managers of SPE Party who are reasonably satisfactory to Lender and who shall not have been at the time of such individual’s appointment or at any time while serving as an Independent Director (except pursuant to an express provision in SPE Party’s operating agreement providing for the appointment of such Independent Director to become a “special member” upon the sole member of SPE Party ceasing to be a member of SPE Party), and may not have been at any time during the preceding five (5) years (i) a stockholder, director (other than as an Independent Director of SPE Party), officer, employee, partner, member, attorney or counsel of any Borrower, SPE Party, any Affiliate of any of them or any direct or indirect parent of any of them, (ii) a customer, supplier or other person who derives any of its own employees (if any) purchases or Pool 1 revenues from its own funds and maintain activities with any Borrower or any Affiliate of any Borrower, (iii) a sufficient number person Controlling any such stockholder, director, officer, employee, partner, member, customer, supplier or other Person, or (iv) a member of employees (the immediate family of any such stockholder, director, officer, employee, partner, member, customer, supplier or other person. A natural person who otherwise satisfies the foregoing definition except for being the independent director or independent manager of a “special purpose entity” affiliated with any Borrower shall not be disqualified from serving as an Independent Director of SPE Party if any) such person is an independent director or independent manager provided by a nationally-recognized company that provides professional independent directors or managers in light the ordinary course of its contemplated business operationsbusiness. As used herein, the term “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of such Person, whether through ownership of voting securities, by contract or otherwise. (xviiq) Borrower The organizational documents of SPE Party shall provide that the board of directors or managers of SPE Party shall not take any action which, under the terms of any certificate of formation, limited liability company operating agreement or any voting trust agreement, requires an unanimous vote of the board of directors or managers, including the Independent Directors, of SPE Party unless at the time of such action there shall be at least two (2) members of the board of directors or managers who are Independent Directors (and such Independent Directors shall have participated in such vote). SPE Party will compensate each not without the unanimous written consent of its consultants and agents from funds generated by board of directors or managers, including the Collateral Asset Independent Directors, on behalf of itself or from other sources for services provided any Borrower, (i) file or consent to the Collateral Assetfiling of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (ii) seek or consent to the appointment of a receiver, liquidator or any similar official, (iii) take any action that might cause such entity to become insolvent, or (iv) make an assignment for the benefit of creditors. (r) The organizational documents of SPE Party shall provide that, as long as any portion of the Obligations remains outstanding, upon the occurrence of any event that causes the sole member of SPE Party to cease to be a member of SPE Party (other than (A) upon an assignment by such sole member of all of its limited liability company interests in SPE Party and the admission of the transferee, if permitted pursuant to the organizational documents of SPE Party and the Loan Documents, or (B) the resignation of such sole member and the admission of an additional member of SPE Party, if permitted pursuant to the organizational documents of SPE Party and the Loan Documents), one of the persons acting as an Independent Director of SPE Party shall, without any action of any Person and simultaneously with the sole member of SPE Party ceasing to be a member of SPE Party, automatically be admitted as the sole member of SPE Party (which may be a non-economic member) (the “Special Member”) and shall preserve and continue the existence of SPE Party without dissolution. The organizational documents of SPE Party shall further provide that for so long as any portion of the Obligations is outstanding, no Special Member may resign or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to SPE Party as a Special Member, and (ii) such successor Special Member has also accepted its appointment as an Independent Director. Pool 1 (s) The organizational documents of SPE Party shall provide that, as long as any portion of the Obligations remains outstanding, except as expressly permitted pursuant to the terms of this Agreement, (i) the sole member of SPE Party may not resign, and (ii) no additional member shall be admitted to SPE Party. (t) The organizational documents of SPE Party shall provide that, as long as any portion of the Obligations remains outstanding: (i) SPE Party shall be dissolved, and its affairs shall be wound up, only upon the first to occur of the following: (A) the termination of the legal existence of the last remaining member of SPE Party or the occurrence of any other event which terminates the continued membership of the last remaining member of SPE Party in SPE Party unless the business of SPE Party is continued in a manner permitted by its operating agreement or the Delaware Limited Liability Company Act (the “Act”), or (B) the entry of a decree of judicial dissolution under Section 18-802 of the Act; (ii) upon the occurrence of any event that causes the last remaining member of SPE Party to cease to be a member of SPE Party or that causes the sole member of SPE Party to cease to be a member of SPE Party (other than (A) upon an assignment by such sole member of all of its limited liability company interests in SPE Party and the admission of the transferee, if permitted pursuant to the organizational documents of SPE Party and the Loan Documents, or (B) the resignation of such sole member and the admission of an additional member of SPE Party, if permitted pursuant to the organizational documents of SPE Party and the Loan Documents), to the fullest extent permitted by law, the personal representative of such last remaining member shall be authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in SPE Party, agree in writing (1) to continue the existence of SPE Party, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of SPE Party, effective as of the occurrence of the event that terminated the continued membership of such member in SPE Party; (iii) the bankruptcy of the sole member of SPE Party or a Special Member shall not cause such sole member or Special Member, respectively, to cease to be a member of SPE Party and upon the occurrence of such an event, the business of SPE Party shall continue without dissolution; (iv) in the event of the dissolution of SPE Party, SPE Party shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets in an orderly manner), and the assets of SPE Party sha

Single Purpose. Borrower has been formed for the sole purpose hereby represents and warrants to, and covenants with, Lender that as of owning and operating the Collateral Asset. From and after the date hereof and until such time as the Loan Debt shall be paid in full: (ia) Borrower has does not own and will not own any asset or property other than (i) the Collateral AssetProperty, and (ii) incidental personal property necessary for the ownership or operation of the Collateral AssetProperty. (iib) Borrower has not and will not engage in any business other than the ownership, management and operation of the Collateral Asset Property and Borrower will conduct and operate its business as presently contemplated to be conducted and operated. (iiic) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party. (d) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) Indebtedness other than (Xi) the LoanDebt, (Yii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $100,000 at any one timenote, and (Ziii) indebtedness Indebtedness incurred in the financing of equipment and other personal property used on the Collateral Asset with annual payments not exceeding $100,000 in the aggregate, Property provided that any indebtedness Indebtedness incurred pursuant to subclauses (Yii) and (Ziii) shall be (1x) paid not more than sixty (60) days past from the date incurred as to the matters in subclause (ii) above and not more than sixty (60) days from the date due and payable as to the matters in subclause (2iii) above, (y) incurred in the ordinary course of businessbusiness and (z) not in excess of $6,000,000 in the aggregate (which amount shall exclude the cost of any Capital Expenditures), and (iv) the obligations of Borrower pursuant to the Seller Sharing Agreement and the Tax Sharing Agreement and Borrower’s delivery to the City of Chicago of a $250,000 letter of credit required in connection with the assignment to Borrower of the Conduit Path Agreement. No indebtedness Indebtedness other than the Loan Debt may be secured (subordinate, subordinate or pari passu or otherwisepassu) by the Collateral AssetProperty. (ive) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party and upon terms acceptable to Lender in its sole discretion. (v) Borrower shall not acquire obligations or securities of its Affiliates. (vif) As of the date hereof, Borrower is and will use commercially reasonable efforts to remain solvent and is able to Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due. (viig) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence, and neither party willBorrower will not, nor will it Borrower permit any constituent party to, to amend, modify or - 29 - otherwise change the partnership certificate, partnership agreement, articles of formationincorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates the single purpose covenants set forth in this Section 6.14)3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent. (viiih) Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Except for Guarantor, Borrower’s assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower’s own separate balance sheet. Borrower will file its own tax returns and will not file a consolidated federal income tax return with any other Person unless, in each instance, Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law. Borrower shall maintain its books, records, resolutions and agreements as official records. (ixi) Borrower 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 of Borrower or any constituent partyparty of Borrower), 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 of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks bearing its own name. (xj) Borrower maintains will use commercially reasonable efforts to 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. (xik) Neither Borrower, Borrower nor any constituent party will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower, or transfer or otherwise dispose of all or substantially all of its assets. (xiil) Borrower will not commingle its the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person (provided, however, property manager of the Collateral Asset may do so)Person, and will hold all of its assets in its own name, other than as permitted under the Loan Documents. (xiiim) Borrower 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 Affiliate or constituent party or any other Person. (xivn) Except for the Loan, Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person. (xvi) If Borrower is a limited partnership or a limited liability company, (other than a single member limited liability company), each general partner or managing member (each, an “SPC Party”) shall be a corporation whose sole asset is its interest in Borrower and each such SPC Party will at all times comply, and will cause Borrower to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose articles of incorporation are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners. (ii) If Borrower is a single member limited liability company, Borrower shall have at least one springing member (a corporation 100% owned by the sole member of Borrower), which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of Borrower. (p) Borrower shall at all times cause there to be at least two duly appointed members of the board of directors who are Independent Directors of each SPC Party and Borrower reasonably satisfactory to Lender. (q) Borrower shall not cause or permit the board of directors of any SPC Party and Borrower to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock or under any organizational document of Borrower or SPC Party, requires a vote of the board of directors of each SPC Party and Borrower unless at the time of such action there shall be at least two members who are each an Independent Director. (r) Borrower shall conduct its business so that the assumptions made with respect to Borrower in the Insolvency Opinion shall be true and correct in all material respects. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with or cause the compliance with, in all material respects, (i) all of the facts and assumptions (whether regarding the Borrower or any other Person) set forth in the Insolvency Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of the Borrower and any SPC Party. (s) Borrower will not permit any Affiliate or constituent party independent access to its bank accounts. (xvit) Borrower will shall pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations. (xviiu) Borrower will shall compensate each of its consultants and agents from its funds generated by the Collateral Asset or from other sources for services provided to the Collateral Assetit and pay from its own assets all obligations of any kind incurred.