Common use of Single Purpose Clause in Contracts

Single Purpose. Borrower hereby represents and warrants to, and covenants with, Lender that (i) since the date of each Mortgage Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, each Mortgage Borrower has been, and Borrower will cause each Mortgage Borrower to be, in compliance with the single purpose entity requirements set forth in Section 5.1.14 of the Mortgage Loan Agreement and (ii) since the date of Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, Borrower shall be a Person, other than an individual, that: (a) is formed or organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers; (b) does not engage in any business other than the ownership and management of the Mortgage Borrowers; (c) does not have any (i) assets other than those related to its interest in the Mortgage Borrower(s) or (ii) Indebtedness (except for the Debt and any Permitted Indebtedness); (d) does not guarantee or otherwise become liable on or in connection with any obligation of any other Person; (e) does not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person or any Affiliate of any such stockholder, partner, principal, member or Affiliate 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 an Affiliate; (f) does not incur, create or assume any Indebtedness (except for the Debt and any Permitted Indebtedness; (g) does not make any loans or advances to any other Person (including, without limitation, any Affiliate); (h) does not become insolvent or fail to pay its debts from its assets as the same shall become due; (i) does not fail to conduct and operate its business in all material respects as previously conducted and operated; (j) does not fail to pay its debts from its assets as the same shall become due; (k) does not fail to maintain its books and records and bank accounts separately from those of its Affiliates, including, without limitation, its general partners or members, as may be applicable; (l) does not fail at all times to hold itself out to the public as a legal entity separate and apart from any other Person (including, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner); (m) does not fail to file its own tax returns to the extent that it is legally required to do so (Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowers, if applicable); (n) does not fail to maintain adequate capital for its normal obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (o) does not fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person (p) does not hold itself out to be responsible for the Indebtedness of any other Person; (q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof; (r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person; (s) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties; (t) holds title to its interest in the Mortgage Borrowers in its own name; (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate; (v) does not pledge its assets for the benefit of any other Person, other than pursuant to the Loan Documents as security for the Loan; (w) corrects any known misunderstandings regarding its separate identity; (x) has Organizational Documents that shall provide that the business and affairs of Borrower shall be managed by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, and at all times there shall be at least two (2) duly appointed individuals on the board of directors or managers (each, an “Independent Manager”) of Borrower, each of whom (i) has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, S▇▇▇▇▇▇ Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not on the board of directors or managers of more than two (2) Affiliates of Borrower; and (iii) is not, and has never been, and will not, while serving as an Independent Manager be, any of the following: (A) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect equity holder of any of them, (B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services to Borrower or any Affiliate of Borrower in the ordinary course of its business), (C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Borrower; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Borrower in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Borrower shall provide that no Independent Manager of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documents. As used in this paragraph, the term “single purpose entity” shall mean a Person whose Organizational Documents contain, and who covenants that such Person shall comply or cause compliance with, provisions substantially similar to those set forth in this Section 3.1.24; (y) has Organizational Documents that shall provide that Plymouth Industrial 20 Financial or the board of directors or managers of Borrower shall not take any action which, under the terms of any Organizational Documents (including, if applicable, any voting trust agreement with respect to any common stock), requires a unanimous vote of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unless, at the time of such action, there shall be at least two (2) Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing 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 for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor Borrower’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p), the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent permitted by law; (z) if Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each of the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “Special Member”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that for so long as any portion of the Debt is outstanding, no Special Member may resign or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower; (aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter defined), and (ii) no additional member shall be admitted to Borrower; (bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower 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 Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower 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 Borrower to cease to be a member of Borrower or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower 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 Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of Borrower, to compel any sale of all or any portion of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in e

Single Purpose. Borrower hereby represents and warrants to, and covenants with, Lender that (i) since the date of each Mortgage Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, each Mortgage Borrower has been, and Borrower will cause each Mortgage Borrower to be, in compliance with the single purpose entity requirements set forth in Section 5.1.14 of the Mortgage Loan Agreement and (ii) since the date of Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, Borrower shall be a Person, not have or create any subsidiaries other than an individual, that: (a) is formed or organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers; (b) does pursuant to a Permitted Reorganization. The General Partner shall not engage in any business or operate for any purpose other than the ownership and management as a general or limited partner of the Mortgage Borrowers; Borrower (cprovided that the General Partner may hold assets permitted by the proviso following clause (xiii) does of the definition of "Single Purpose") and shall at all times be a Single Purpose entity; provided, however, that it is understood that, notwithstanding the provisions of clauses (ii), (iii), (v) and (vi) of the definition of "Single Purpose" contained herein (as such clauses relate to the period from the date of formation of the General Partner and the Borrower, as applicable, to the date hereof), (A) separate financial statements for the General Partner have not heretofore been produced on a regular basis, but the financial records of the General Partner have been and will remain adequate to permit production of such separate financial statements (including balance sheets and statements of income and changes in financial position) for past periods if it hereafter becomes necessary to produce such financial statements, and separate financial statements for the General Partner will hereafter be prepared on an annual basis; (B) because of the limited nature of the General Partner's operations it has not at all times heretofore maintained separate deposit accounts in its own name, but it has recently established and will maintain such accounts, consistent with the covenants contained in Section 5.10(i) hereof; (C) certain transaction and overhead costs incurred by the Borrower, the General Partner and/or Host Marriott may not heretofore have been allocated, but such costs hereafter will be fairly allocated; (D) except for (1) obligations of the Borrower for which it is liable in its capacity as General Partner and (2) any accrued obligations to Affiliates in connection with the allocation of costs for shared overhead and office expenses, the General Partner neither has nor expects to have any debt obligations, and (E) prior to 1989, the Borrower was not able to make all payments required under the Bank Debt as they became due, and the Borrower incurred approximately $13 million in liability to Host Marriott in connection with (or in lieu of) advances by Host Marriott under a guaranty of the Bank Debt, for which the Borrower remains liable and which constitutes Permitted Debt of the kind referred to in clause (iv) of the definition of that term herein. Neither Borrower nor the General Partner will: (i) assets other than those related seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its interest in the Mortgage Borrower(s) or assets; (ii) Indebtedness fail to correct any known misunderstanding regarding its separate identity; (except for the Debt and any Permitted Indebtedness); (diii) does not guarantee commingle its funds or otherwise become liable on or in connection other assets with any obligation those of any other Person; (e) does not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person or any Affiliate of any such stockholder, partner, principal, member or Affiliate 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 an Affiliate; (f) does not incur, create or assume any Indebtedness (except for the Debt and any Permitted Indebtedness; (g) does not make any loans or advances to any other Person (including, without limitation, except as specifically contemplated by the Cash Management Procedures); (iv) assume or guarantee or become obligated for the debts of any Affiliate); (h) does not become insolvent other Person or fail hold out its credit as being available to pay its debts from its assets as satisfy the same shall become due; (i) does not fail to conduct and operate its business in all material respects as previously conducted and operated; (j) does not fail to pay its debts from its assets as the same shall become due; (k) does not fail to maintain its books and records and bank accounts separately from those obligations of its Affiliates, including, without limitation, its general partners or members, as may be applicable; (l) does not fail at all times to hold itself out to the public as a legal entity separate and apart from any other Person (including, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other ownerthan as permitted by the Loan Documents); (m) does not fail to file its own tax returns to the extent that it is legally required to do so (Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowers, if applicable); (n) does not fail to maintain adequate capital for its normal obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (o) does not fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person (p) does not hold itself out to be responsible for the Indebtedness of any other Person; (q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof; (r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person; (s) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties; (t) holds title to its interest in the Mortgage Borrowers in its own name; (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate; ; (v) does not acquire obligations or securities of its partners or shareholders, as the case may be; (vi) pledge any of its assets for the benefit of any other Person, Person other than pursuant to the Loan Documents Lender (except for purchase money security interests or as security for the Loan; (w) corrects any known misunderstandings regarding its separate identity; (x) has Organizational Documents that shall provide that the business and affairs of Borrower shall be managed by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, and at all times there shall be at least two (2) duly appointed individuals on the board of directors or managers (each, an “Independent Manager”) of Borrower, each of whom (i) has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, S▇▇▇▇▇▇ Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not on the board of directors or managers of more than two (2) Affiliates of Borrower; and (iii) is not, and has never been, and will not, while serving as an Independent Manager be, any of the following: (A) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect equity holder of any of them, (B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services to Borrower or any Affiliate of Borrower in the ordinary course of its business), (C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Borrower; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Borrower in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Borrower shall provide that no Independent Manager of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documents. As used in this paragraph, the term “single purpose entity” shall mean a Person whose Organizational Documents contain, and who covenants that such Person shall comply or cause compliance with, provisions substantially similar to those set forth in this Section 3.1.24; (y) has Organizational Documents that shall provide that Plymouth Industrial 20 Financial or the board of directors or managers of Borrower shall not take any action which, under the terms of any Organizational Documents (including, if applicable, any voting trust agreement with respect to any common stock), requires a unanimous vote of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unless, at the time of such action, there shall be at least two (2) Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing 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 for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor Borrower’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p), the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent otherwise permitted by law; (z) if Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each ; (vii) make any loans to any other Person (except advances of Permitted Debt by the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “Special Member”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that for so long as any portion of the Debt is outstanding, no Special Member may resign General Partner or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower; (aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant Affiliates to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter definedBorrower), and (ii) no additional member shall be admitted to Borrower; (bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower 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 Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower 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; (iiviii) upon the occurrence of any event that causes the last remaining member of Borrower to cease to be a member of Borrower identify its partners or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower 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 Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designeeshareholders, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets Affiliates as a division or properties to be partitioned, to cause the appointment part of a receiver it (except for all or any portion inclusion of the assets Borrower and the General Partner in consolidated financial statements of Host Marriott); (ix) engage (either as transferor or properties transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (x) engage in any business activity or operate for any purpose other than as stated in Section 2.03 of Borrowerits Partnership Agreement and Article THIRD of the GP Certificate, to compel any sale as applicable, in each case as in effect on the date hereof or (xi) without the consent of all its directors or all the directors of its General Partner, as applicable, including the consent of an Independent Director, file a bankruptcy or insolvency petition or otherwise institute bankruptcy proceedings. Borrower will not acquire any portion assets not related to the business and operation of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in eHotels.

Single Purpose. Borrower ENTITY Seller hereby represents and warrants to, to Buyer and covenants withwith Buyer that, Lender that (i) since on and as of the date of this Agreement and each Mortgage Borrower’s formation Purchase Date and at all times on while this Agreement and after the date hereof any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding: (a) it is and until such time intends to remain solvent, and it has paid and will pay its debts and liabilities from its own assets as the Debt same shall become due; LEGAL_US_E # 179498015.2179498015.6 52 (b) it has complied and will comply with the provisions of its certificate of formation and its limited liability company agreement; (c) it has done or caused to be paid in fulldone and will do all things necessary to observe limited liability company formalities and to preserve its existence; (d) it has maintained and will maintain all of its books, each Mortgage Borrower records and bank accounts separate from those of its affiliates, its members and any other Person, and it will file its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law); (e) it has been, is and Borrower will cause each Mortgage Borrower to be, in compliance with the single purpose entity requirements set forth in Section 5.1.14 of the Mortgage Loan Agreement and (ii) since the date of Borrower’s formation and at all times on will hold itself out to the public as, a legal entity separate and after distinct from any other entity, it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the date hereof other; (f) it has not owned and until such time as the Debt shall be paid in full, Borrower shall be a Person, will not own any property or any other assets other than an individualthe Purchased Assets, that: cash and its interest under any associated Hedging Transactions; (ag) is formed or organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers; (b) does it has not engaged and will not engage in any business other than the ownership origination, acquisition, ownership, financing and management disposition of the Mortgage Borrowers; Purchased Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents; (ch) does it has not have any (i) assets other than those related to its interest in the Mortgage Borrower(s) or (ii) Indebtedness (except for the Debt entered into, and any Permitted Indebtedness); (d) does not guarantee or otherwise become liable on or in connection with any obligation of any other Person; (e) does will not enter into into, any contract or agreement with any stockholderof its affiliates, partner, principal, member or Affiliate of such Person or any Affiliate of any such stockholder, partner, principal, member or Affiliate 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 Persons other than such affiliate; (i) it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents, (B) obligations under the documents evidencing the Purchased Assets, and (C) unsecured trade payables, in an Affiliate; aggregate amount not to exceed $200,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (f60) does days of the date incurred; (j) it has not incur, create or assume any Indebtedness (except for the Debt made and any Permitted Indebtedness; (g) does will not make any loans or advances to any other Person (includingPerson, without limitation, and shall not acquire obligations or securities of any Affiliate); (h) does not become insolvent member or fail to pay its debts from its assets as the same shall become due; (i) does not fail to conduct and operate its business in all material respects as previously conducted and operated; (j) does not fail to pay its debts from its assets as the same shall become due; (k) does not fail to maintain its books and records and bank accounts separately from those affiliate of its Affiliates, including, without limitation, its general partners any member or members, as may be applicable; (l) does not fail at all times to hold itself out to the public as a legal entity separate and apart from any other Person (including, without limitation, any Affiliate other than in connection with the origination or acquisition of Purchased Assets); (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner); (mk) does not fail to file its own tax returns to the extent that it is legally required to do so (Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowers, if applicable); (n) does not fail to will maintain adequate capital for its the normal obligations, obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; ; (ol) does it will not fail to seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person; (n) it has maintained and will maintain its assets in such a manner that it is will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate of its Affiliates or any other Person (p) does not hold itself out to be responsible for the Indebtedness of any other Person; (q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof; (r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person; (s) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties; (t) holds title to its interest in the Mortgage Borrowers in its own name; (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate; (v) does not pledge its assets for the benefit of any other Person, other than pursuant to the Loan Documents as security for the Loan; (w) corrects any known misunderstandings regarding its separate identity; (x) has Organizational Documents that shall provide that the business and affairs of Borrower shall be managed by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, and at all times there shall be at least two (2) duly appointed individuals on the board of directors or managers (each, an “Independent Manager”) of Borrower, each of whom (i) has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, S▇▇▇▇▇▇ Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not on the board of directors or managers of more than two (2) Affiliates of Borrower; and (iii) is not, and has never been, and will not, while serving as an Independent Manager be, any of the following: (A) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect equity holder of any of them, (B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services to Borrower or any Affiliate of Borrower in the ordinary course of its business), (C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Borrower; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Borrower in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Borrower shall provide that no Independent Manager of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documents. As used in this paragraph, the term “single purpose entity” shall mean a Person whose Organizational Documents contain, and who covenants that such Person shall comply or cause compliance with, provisions substantially similar to those set forth in this Section 3.1.24; (y) has Organizational Documents that shall provide that Plymouth Industrial 20 Financial or the board of directors or managers of Borrower shall not take any action which, under the terms of any Organizational Documents (including, if applicable, any voting trust agreement with respect to any common stock), requires a unanimous vote of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unless, at the time of such action, there shall be at least two (2) Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing 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 for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor Borrower’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p), the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent permitted by law; (z) if Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each of the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “Special Member”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that for so long as any portion of the Debt is outstanding, no Special Member may resign or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower; (aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter defined), and (ii) no additional member shall be admitted to Borrower; (bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower 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 Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower 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 Borrower to cease to be a member of Borrower or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower 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 Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of Borrower, to compel any sale of all or any portion of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in e

Single Purpose. Borrower hereby represents and warrants to, and covenants with, Lender that (i) since the date as of each Mortgage Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, each Mortgage Borrower has been, and Borrower will cause each Mortgage Borrower to be, in compliance with the single purpose entity requirements set forth in Section 5.1.14 of the Mortgage Loan Agreement and (ii) since the date of Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, Borrower shall be a Person, other than an individual, that: (a) is formed Borrower does not own and will not own any asset or organized solely property other than (i) the Property, and (ii) incidental personal property necessary for the purpose ownership or operation of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers;Property. (b) does Borrower has not and will not engage in any business other than the ownership ownership, management and management operation of the Mortgage Borrowers;Property and Borrower has and will conduct and operate its business as presently conducted and operated. (c) does Borrower has not have any (i) assets other than those related to its interest in the Mortgage Borrower(s) or (ii) Indebtedness (except for the Debt and any Permitted Indebtedness); (d) does not guarantee or otherwise become liable on or in connection with any obligation of any other Person; (e) does will not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person Borrower, any constituent party of Borrower or any Affiliate of any such stockholderconstituent party, partner, principal, member or Affiliate except 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 an Affiliate;any such party. (fd) does Borrower has not incurincurred and will not incur any Indebtedness, create secured or assume unsecured, direct or contingent (including guaranteeing any Indebtedness obligation), other than (except for A) the Debt Debt, (B) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided such indebtedness is (1) unsecured, (2) not evidenced by a note, (3) on commercially reasonable terms and conditions, and (4) due not more than sixty (60) days past the date incurred and paid on or prior to such date, and/or (C) Permitted Equipment Leases; provided however, the aggregate amount of the indebtedness described in ffil and .g shall not exceed at any Permitted Indebtedness;time two percent (2%) of the outstanding principal amount of the Debt. (ge) does Borrower has not made and will not make any loans or advances to any other Person third party (including any Affiliate or constituent party), and has not and shall not acquire obligations or securities of its Affiliates. (f) Borrower has been, is and will remain solvent and Borrower has paid and will pay its debts and liabilities (including, without limitationas applicable, any Affiliate); (hshared personnel and overhead expenses) does not become insolvent or fail to pay its debts from its assets as the same shall become due;; provided, that, in each such case, there exists sufficient cash flow from the Property to do so. (g) Borrower has done or caused to be done and will do or cause to be done all things necessary to observe organizational formalities and preserve its existence, and Borrower has not, will not, nor will Borrower permit any constituent party to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation 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) does not fail to conduct and operate its business in all material respects as previously conducted and operated; (j) does not fail to pay its debts from its assets as violates the same shall become due; (k) does not fail to maintain its books and records and bank accounts separately from those of its Affiliates, including, without limitation, its general partners or members, as may be applicable; (l) does not fail at all times to hold itself out to the public as a legal entity separate and apart from any other Person (including, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner); (m) does not fail to file its own tax returns to the extent that it is legally required to do so (Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowers, if applicable); (n) does not fail to maintain adequate capital for its normal obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (o) does not fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person (p) does not hold itself out to be responsible for the Indebtedness of any other Person; (q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof; (r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person; (s) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties; (t) holds title to its interest in the Mortgage Borrowers in its own name; (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate; (v) does not pledge its assets for the benefit of any other Person, other than pursuant to the Loan Documents as security for the Loan; (w) corrects any known misunderstandings regarding its separate identity; (x) has Organizational Documents that shall provide that the business and affairs of Borrower shall be managed by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, and at all times there shall be at least two (2) duly appointed individuals on the board of directors or managers (each, an “Independent Manager”) of Borrower, each of whom (i) has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, S▇▇▇▇▇▇ Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not on the board of directors or managers of more than two (2) Affiliates of Borrower; and (iii) is not, and has never been, and will not, while serving as an Independent Manager be, any of the following: (A) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect equity holder of any of them, (B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services to Borrower or any Affiliate of Borrower in the ordinary course of its business), (C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Borrower; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Borrower in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Borrower shall provide that no Independent Manager of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documents. As used in this paragraph, the term “single purpose entity” shall mean a Person whose Organizational Documents contain, and who covenants that such Person shall comply or cause compliance with, provisions substantially similar to those set forth in this Section 3.1.24; (y) has Organizational Documents that shall provide that Plymouth Industrial 20 Financial or the board of directors or managers of Borrower shall not take any action which, under the terms of any Organizational Documents (including, if applicable, any voting trust agreement with respect to any common stock), requires a unanimous vote of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unless, at the time of such action, there shall be at least two (2) Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing 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 for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor Borrower’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p), the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent permitted by law; (z) if Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each of the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “Special Member”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that for so long as any portion of the Debt is outstanding, no Special Member may resign or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower; (aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter defined), and (ii) no additional member shall be admitted to Borrower; (bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower 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 Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower 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 Borrower to cease to be a member of Borrower or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower 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 Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of Borrower, to compel any sale of all or any portion of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in eor

Single Purpose. (a) Borrower hereby represents and warrants to, and covenants with, Lender with respect to Borrower that it: (i) since is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business; (ii) has no judgments or, except as set forth in the Title Insurance Policy, liens of any nature against it except for Tax liens not yet due; (iii) is in compliance in all material respects with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate; (iv) is not involved in any material dispute with any taxing authority other than any disputes for taxes that are being contested in good faith and in compliance with the terms hereof by appropriate proceedings; (v) except as set forth in the Title Insurance Policy, has paid all Taxes and Property Taxes which it owes except as permitted pursuant to this Agreement other than any Taxes and Property Taxes that are being contested in good faith and in compliance with the terms hereof by appropriate proceedings; (vi) has never owned any real property other than the Property and Personal Property necessary or incidental to its ownership or operation of the Property and has never engaged in any business other than the ownership and operation of the Property; (vii) is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; (viii) subject to Section 3.1.10, has provided Agent with complete financial statements that reflect a fair and accurate view of the entity’s financial condition; (ix) intentionally omitted; and (x) has no material contingent or actual obligations not related to the Property. (b) Borrower hereby represents from the date of each Mortgage Borrowersuch entity’s formation to the date of this Agreement that it: (i) has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party, except as may have been expressly permitted pursuant to the terms of the 2007 Hilton financing that is no longer outstanding; (ii) has paid all of its debts and liabilities from its assets or such debts and liabilities have been repaid or discharged as of the date hereof; (iii) has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence; (iv) except as expressly permitted pursuant to the terms of the 2007 Hilton financing that is no longer outstanding, has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person ; (v) except as expressly permitted pursuant to the terms of the 2007 Hilton financing that is no longer outstanding, has not had its assets listed as assets on the financial statement of any other Person; (vi) has been treated as a disregarded entity for U.S. federal income tax purposes; (vii) has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person other than for tax purposes (including any Affiliate or other Related Party); (viii) has corrected any known misunderstanding regarding its status as a separate entity; (ix) has conducted all of its business and held all of its assets in its own name, except as expressly permitted pursuant to the terms of the 2007 Hilton financing that is no longer outstanding; (x) has not identified itself or any of its affiliates as a division or part of the other for non-tax purposes; (xi) has maintained and utilized separate stationery, invoices and checks bearing its own name; (xii) except as expressly permitted pursuant to the terms of the 2007 Hilton financing that is no longer outstanding, has not commingled its assets with those of any other Person and has held all of its assets in its own name; (xiii) except as expressly permitted pursuant to the terms of the 2007 Hilton financing that is no longer outstanding and except for guarantees or obligations that have been released or discharged or that will be released or discharged on the Closing Date, has not guaranteed or become obligated for the debts of any other Person and after has not held itself out as being responsible for the debts or obligations of any other Person; (xiv) intentionally omitted; (xv) has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party; (xvi) except pursuant to the 2007 Hilton financing which has been repaid or otherwise discharged, has not pledged its assets to secure the obligations of any other Person and no such pledge remains outstanding; (xvii) has maintained adequate capital in light of its contemplated business operations; provided, however, that the foregoing did not and shall not require any partners, members or other owners of Borrower to make (or restrict them from making) additional capital contributions to Borrower; (xviii) has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds; provided, however, that the foregoing did not and shall not require any partners, members or other owners of Borrower to make (or restrict them from making) additional capital contributions to Borrower; (xix) has not owned any subsidiary or any equity interest in any other entity; (xx) has not incurred any indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents; and (xxi) has not had any of its obligations guaranteed by an Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or the Guaranty. (c) Borrower hereby covenants that as of the date hereof and until such time as the Debt shall be paid in full, each Mortgage : (i) Borrower has been, shall not own and Borrower will cause each Mortgage Borrower to be, in compliance with not own any asset or property other than (A) the single purpose entity requirements set forth in Section 5.1.14 Property and (B) incidental Personal Property necessary for the ownership or operation of the Mortgage Loan Agreement and Property; (ii) since the date of Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, Borrower shall be a Person, other than an individual, that: (a) is formed or organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers; (b) does not engage in any business other than the ownership ownership, management and management operation of the Mortgage BorrowersProperty and Borrower will conduct and operate its business as presently conducted and operated; (ciii) does not have Except for capital contributions or capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records and except as permitted pursuant to Section 4.2.6 and for any (i) assets other than those related to its interest in the Mortgage Borrower(s) or (ii) Indebtedness (except for the Debt and any Permitted Indebtedness); (d) does not guarantee or otherwise become liable on or in connection with any obligation of any other Person; (e) does Affiliate Contracts, Borrower shall not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person Borrower, any constituent party of Borrower or any Affiliate of any such stockholderconstituent party, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s arm’s-length basis with third parties other than an Affiliateparties; (fiv) does Borrower shall not incurincur any Indebtedness, create secured or assume unsecured, direct or indirect, absolute or contingent (including guaranteeing any Indebtedness obligation) other than (except for A) the Debt (including any indemnification obligations which expressly survive the repayment of the Loan), (B) Permitted Debt and (C) such other liabilities that are permitted pursuant to the terms of the Loan Documents; provided, however, the foregoing shall not require any Permitted Indebtednesspartners, members, or other owners of Borrower to make (or restrict them from making) additional capital contributions to Borrower; (gv) does Borrower shall not make any loans or advances to any other Person third party (including any Affiliate or constituent party), and shall not acquire obligations or securities of its Affiliates; (vi) Borrower shall remain solvent and Borrower will pay its debts and liabilities (including, without limitationas applicable, any Affiliate); (hshared personnel and overhead expenses) does not become insolvent or fail to pay its debts from its assets as the same shall become due; provided, however, that the foregoing shall not require any partners, members, or other owners of Borrower to make (or restrict them from making) additional capital contributions to Borrower; (ivii) does Borrower shall do all things necessary to observe organizational formalities and preserve its separate existence, and Borrower shall not, nor will Borrower permit any constituent party to, amend, modify or otherwise change the operating agreement or other organizational documents of Borrower without the prior consent of Agent in any manner that (A) violates the single purpose covenants set forth in this Section 3.1.23 or (B) amends, modifies or otherwise changes any provision thereof that by its terms cannot fail to conduct and operate be modified at any time when the Loan is outstanding or by its business in all material respects as previously conducted and operatedterms cannot be modified without Agent’s consent; (jviii) does not fail to pay Borrower shall maintain all of its debts from its assets as the same shall become due; (k) does not fail to maintain its books and records books, records, financial statements and bank accounts separately separate from those of its AffiliatesAffiliates and any constituent party. Borrower’s assets will not be listed as assets on the financial statement of any other Person, includingprovided, without limitationhowever, its general partners or members, as that Borrower’s assets may be applicableincluded in a consolidated financial statement of its Affiliates provided that (A) 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 (B) such assets shall be listed on Borrower’s own separate balance sheet Borrower shall maintain its books, records, resolutions and agreements as official records; (lix) does not fail Borrower shall be, and at all times to will hold itself out to the public as as, a legal entity separate and apart distinct from any other Person entity (including, without limitation, including any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate constituent party of Borrower), shall correct any such stockholderknown misunderstanding regarding its status as a separate entity, partnershall conduct business in its own name, membershall 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, trusteeinvoices and checks bearing its own name, beneficiaryexcept, or other owner)in the case of each of the foregoing, for Tax purposes; (mx) does not fail to file its own tax returns to the extent that it is legally required to do so (Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowers, if applicable); (n) does not fail to maintain adequate capital for its the normal obligations, obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided; however, that the foregoing shall not require any partners, members or other owners of Borrower to make (or restrict them from making) additional capital contributions to Borrower; (oxi) does Neither Borrower nor any constituent party shall seek or effect the liquidation, dissolution, winding up, consolidation or merger, in whole or in part, of Borrower or transfer, sell or otherwise dispose of all or substantially all of its assets; (xii) Except as contemplated by the Loan Documents and Management Agreement with respect to Manager (but subject to Section 7.1 hereof), Borrower shall not fail to commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name; (xiii) Borrower shall maintain its assets in such a manner that it is 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; (pxiv) Borrower shall 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 Indebtedness debts or obligations of any other Person; (qxv) is subject Except as contemplated by the Management Agreement, Borrower shall not permit any Affiliate or constituent party independent access to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereofits bank accounts; (rxvi) holds all Borrower shall pay the salaries of its assets in own employees (if any) from its own name funds and does maintain a sufficient number of employees (if any) in light of its contemplated business operations; provided; however, that the foregoing shall not commingle its assets with the assets require any partners, members or other owners of any other PersonBorrower to make (or restrict them from making) additional capital contributions to Borrower; (sxvii) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of Borrower shall compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred; provided, however, that the Properties which account is used only foregoing shall not require any partners, members or other owners of Borrower to pay expenses related solely make (or restrict them from making) additional capital contributions to the PropertiesBorrower; (txviii) holds title to its interest in the Mortgage Borrowers in its own nameIntentionally omitted; (uxix) allocates Borrower shall allocate fairly and reasonably any overhead expenses that are shared with any Affiliate includingan affiliate, without limitation, paying including for shared office space and for services performed by any an employee of any Affiliatean affiliate; (vxx) does Borrower shall not pledge its assets for to secure the benefit obligations of any other Person, ; (xxi) Borrower shall not buy or hold evidence of Indebtedness issued by any other Person (other than pursuant to cash or investment-grade securities); (xxii) Borrower shall not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; and (xxiii) Borrower shall not have any of its obligations guaranteed by an Affiliate; except as permitted by the Loan Documents as security for with respect to the Loan;Guaranty. (wi) corrects any known misunderstandings regarding its separate identity; If Borrower is a limited partnership or a limited liability company, (xother than a single member limited liability company), each general partner or managing member (each, an “SPC Party”) has Organizational Documents that shall provide that the business and affairs of Borrower shall be managed by Plymouth Industrial 20 Financiala corporation owning at least a .0.10% general partnership or membership interest, subject to the rights of TL Member set forth as applicable, whose sole asset is its interest in Borrower’s Organizational Documents, or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, 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 3.1.23 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. (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. (e) Borrower shall at all times cause there shall to be at least two (2) duly appointed individuals on the board of directors or managers (each, an Independent Directors. The term “Independent Manager”) of Borrower, each of whom (i) Director” means an individual who has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, S▇▇▇▇▇▇▇ Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent membersIndependent Directors, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) Agent, in each case that is not on an Affiliate of Borrower and that provides professional Independent Directors and other corporate services in the board ordinary course of directors or managers of more than two (2) Affiliates of Borrower; its business, and (iii) which individual is duly appointed as an Independent Director and is not, and has never been, and will not, not while serving as an Independent Manager Director be, any of the following: (A) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect equity holder of any of them, (B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services to Borrower or any Affiliate of Borrower in the ordinary course of its business), (C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Borrower; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Borrower in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Borrower shall provide that no Independent Manager of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documents. As used in this paragraph, the term “single purpose entity” shall mean a Person whose Organizational Documents contain, and who covenants that such Person shall comply or cause compliance with, provisions substantially similar to those set forth in this Section 3.1.24; (y) has Organizational Documents that shall provide that Plymouth Industrial 20 Financial or the board of directors or managers of Borrower shall not take any action which, under the terms of any Organizational Documents (including, if applicable, any voting trust agreement with respect to any common stock), requires a unanimous vote of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unless, at the time of such action, there shall be at least two (2) Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing 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 for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor Borrower’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p), the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent permitted by law; (z) if Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each of the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “Special Member”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that for so long as any portion of the Debt is outstanding, no Special Member may resign or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower; (aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter defined), and (ii) no additional member shall be admitted to Borrower; (bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower 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 Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower 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 Borrower to cease to be a member of Borrower or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower 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 Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of Borrower, to compel any sale of all or any portion of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in e:

Single Purpose. (a) Borrower hereby represents with respect to Borrower that it: (i) is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business; (ii) except for Permitted Encumbrances (as detailed on Schedule VII attached hereto), has no judgments or liens of any nature against it except for tax liens not yet due; (iii) is in material compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate; (iv) is not involved in any dispute with any taxing authority; (v) has paid all taxes which it owes; (vi) has never owned any real property other than the Property and personal property necessary or incidental to its ownership or operation of the Property and has never engaged in any business other than the ownership and operation of the Property; (vii) is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; (viii) has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition; (ix) has obtained a current Phase I environmental site assessment (“ESA”) for the Property prepared by EBI Consulting and to Borrower’s best knowledge, the ESA has not identified any recognized environmental conditions that require further investigation or remediation; and (x) has no material contingent or actual obligations not related to the Property. (b) Borrower hereby represents and warrants to, to and covenants with, with Lender that (i) since as of the date of each Mortgage Borrower’s formation and at all times on and after the date hereof and until such time as the Debt debt shall be paid in full, each Mortgage : (i) Borrower has beendoes not own and will not own any asset or property other than (A) the Property, and Borrower will cause each Mortgage Borrower to be, in compliance with (B) incidental personal property necessary for the single purpose entity requirements set forth in Section 5.1.14 ownership or operation of the Mortgage Loan Agreement and Property. (ii) since the date of Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, Borrower shall be a Person, other than an individual, that: (a) is formed or organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers; (b) does will not engage in any business other than the ownership ownership, management and management operation of the Mortgage Borrowers;Property and Borrower will conduct and operate its business as presently conducted and operated. (ciii) does not have any (i) assets other than those related to its interest in the Mortgage Borrower(s) or (ii) Indebtedness (except for the Debt and any Permitted Indebtedness); (d) does not guarantee or otherwise become liable on or in connection with any obligation of any other Person; (e) does Borrower will not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person Borrower, any constituent party of Borrower or any Affiliate of any such stockholderconstituent party, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s arm’s-length basis with third parties other than an Affiliate;any such party. (fiv) does Borrower will not incur, create or assume any Indebtedness other than (except for i) the Debt, (ii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $500,000 at any one time, and (iii) Indebtedness incurred in the financing of equipment and other personal property used on the Property with annual payments not exceeding $100,000 in the aggregate; provided that any Indebtedness incurred pursuant to subclause (ii) and (iii) shall be (x) (A) with respect to subclause (ii), paid within sixty (60) days of the date incurred, and (B) with respect to subclause (iii), paid when it is due and payable, and (y) incurred in the ordinary course of business. No Indebtedness other than the Debt and any Permitted Indebtedness;may be secured (subordinate or pari passu) by the Property. (gv) does Borrower will not make any loans or advances to any other Person third party (including any Affiliate or constituent party), and shall not acquire any obligations or securities of its Affiliates. (vi) Borrower is and will remain solvent and Borrower will pay its debts and liabilities (including, without limitationas applicable, any Affiliate); (hshared personnel and overhead expenses) does not become insolvent or fail to pay its debts from its assets as the same shall become due;. (vii) Borrower will do all things necessary to observe organizational formalities and preserve its existence, and Borrower will not, nor will Borrower permit any constituent party to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation 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) does violates the single purpose covenants set forth in this Section 3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot fail to conduct and operate be modified at any time when the Loan is outstanding or by its business in all material respects as previously conducted and operated;terms cannot be modified without Lender’s consent. (jviii) does not fail to pay Borrower will maintain all of its debts from its assets as the same shall become due; (k) does not fail to maintain its books and records books, records, financial statements and bank accounts separately separate from those of its AffiliatesAffiliates and any constituent party. Borrower’s assets will not be listed as assets on the financial statement of any other Person, includingprovided, without limitationhowever, its general partners or members, as that Borrower’s assets may be applicable; included in a consolidated financial statement of its Affiliates provided that (li) does 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 fail at all times available to hold itself out to satisfy the public as a legal entity separate debts and apart from other obligations of such Affiliates or any other Person and (including, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of ii) such assets shall be listed on Borrower’s own separate balance sheet. Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner); (m) does not fail to will file its own tax returns (to the extent that it Borrower is legally required to do so (Borrower shall file its own any such tax returns returns) and shall will not file a consolidated federal income tax return with any other PersonPerson and will pay all of its own taxes as required under applicable law. Borrower shall maintain its books, except that Borrower’s tax returns may include the Mortgage Borrowersrecords, if applicable);resolutions and agreements as official records. (nix) does 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 party of Borrower), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not fail to identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationery, invoices and checks bearing its own name. (x) Borrower will maintain adequate capital for its the normal obligations, obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;. (oxi) does Neither Borrower nor any constituent party will engage in, seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, or sale or transfer of all or substantially all of the assets, of Borrower. (xii) Borrower will not fail to commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name. (xiii) Borrower will maintain its assets in such a manner that it is 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. (pxiv) 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 Indebtedness debts or obligations of any other Person; (q) is subject to Person and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof; (r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person; (s) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties; (t) holds title to its interest in the Mortgage Borrowers in its own name; (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate; (v) does will not pledge its assets for the benefit of any other Person. (A) If Borrower is a limited partnership or a limited liability company, (other than pursuant to the Loan Documents as security for the Loan; a single member limited liability company), each general partner or managing member (weach, an “SPC Party”) corrects any known misunderstandings regarding its separate identity; (x) has Organizational Documents that shall provide that the business and affairs of Borrower shall be managed by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth either a corporation whose sole asset is its interest in Borrower’s Organizational Documents, a single-member Delaware limited liability company or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documentsmulti-member Delaware limited liability company with two (2) springing members, and each such SPC Party will at all times there 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 be immediately appoint a new SPC Party whose articles of incorporation or limited liability company operating agreement 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. (B) If Borrower is a single member limited liability company, Borrower shall have at least two (2) duly appointed individuals on springing members, one of which, upon the board dissolution of directors such sole member or managers (eachthe withdrawal or the disassociation of the sole member from Borrower, an “Independent Manager”) 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. (xvi) Borrower shall at all times cause there to be at least two duly appointed Independent Directors of each SPC Party and Borrower reasonably satisfactory to Lender. “Independent Director” means a natural person who has not been at the time of whom such individual’s appointment or at any time while serving as a director of such SPC Party and Borrower, and may not have been at any time during the five years preceding such, appointment (i) has at least three a stockholder; director (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, S▇▇▇▇▇▇ Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not on the board of directors or managers of more other than two (2) Affiliates of Borrower; and (iii) is not, and has never been, and will not, while serving as an Independent Manager beDirector), any of the following: (A) a stockholderofficer, directortrustee, manager, officermember, employee, partner, member, attorney or counsel of Borrowersuch SPC Party, Borrower or any Affiliate of Borrower or any direct or indirect equity holder of any either of them, (Bii) a creditor, customer, supplier, service provider (including provider of professional services) supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, Borrower or any Affiliate of Borrower either of them, (iii) a Person or other than a nationally-recognized company that routinely provides professional independent directors, independent managers entity controlling or independent members and other corporate services to Borrower under common control with any such Person excluded from serving as Independent Director under clauses (i) or any Affiliate of Borrower in the ordinary course of its business(ii), or (Civ) a member of the immediate family by blood or marriage of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or Person excluded from serving as Independent Director under clause (D) a Person controlling or under common control with any of (A), (Bi) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financialii). A natural person who satisfies the foregoing definition other than clause subparagraph (iiiii) shall not be disqualified from serving as an Independent Director of the SPC Party if such individual is an independent director provided by a result nationally-recognized company that provides professional independent directors and that also provides other corporate services in the ordinary course of clause its business (iii)(A) or a “Professional Independent Director”). A natural person who otherwise satisfies the foregoing definition other than subparagraph (iii)(Bi) by reason of being, having been or becoming an Independent Manager being the independent director of a “single special purpose entity” affiliated with Borrower; provided that the borrower shall not be disqualified from serving as an Independent Director of the SPC Party if either (x) such individual is a professional independent director or (y) the fees or other compensation that such individual earns by from serving as an Independent Manager independent director of one or more Affiliates of Borrower or the SPC Party in any given year constitute, constitute in the aggregate, aggregate less than five percent (5%) of such individual’s annual income for such the year. The Organizational Documents Notwithstanding the immediately preceding sentence, an Independent Director may not simultaneously serve and Independent Director of Borrower shall provide or SPC Party and Independent Director of a special purpose entity that no Independent Manager owns a direct or indirect equity interest in Borrower or SPC Party or a direct or indirect interest equity interest in any co-borrower of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice SPC Party. For purposes of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documents. As used in this paragraph, the term a “single special purpose entity” shall mean a Person is an entity whose Organizational Documents contain, and who covenants that such Person shall comply or cause compliance with, provisions organizational documents contain restrictions on its activities substantially similar to those set forth in this Section 3.1.24; (y) has Organizational Documents that shall provide that Plymouth Industrial 20 Financial or the board of directors or managers of Borrower shall not take any action which, under the terms of any Organizational Documents (including, if applicable, any voting trust agreement with respect to any common stock), requires a unanimous vote of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unless, at the time of such action, there shall be at least two (2) Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing 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 for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor BorrowerSPC Party’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p), the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent permitted by law; (z) if Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each of the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “Special Member”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that for so long as any portion of the Debt is outstanding, no Special Member may resign or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower; (aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter defined), and (ii) no additional member shall be admitted to Borrower; (bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower 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 Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower 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 Borrower to cease to be a member of Borrower or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower 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 Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of Borrower, to compel any sale of all or any portion of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in eorganizational documents.

Single Purpose. Borrower hereby represents and warrants to, and covenants with, Lender that (i) since the date that, as of each Mortgage Borrower’s formation and at all times on and after the date hereof and until such time as the Debt Indebtedness shall be paid in full, each Mortgage Borrower has beenexcept as otherwise provided herein, in the other Loan Documents or in the Consulting Agreement, the Borrower, and if Borrower will cause each Mortgage Borrower to beis a limited partnership, the general partner of Borrower: (i) does not own and shall not own any asset other than the Property or, in compliance with the single purpose entity requirements set forth case of a general partner, its interest in Section 5.1.14 of the Mortgage Loan Agreement and Borrower; (ii) since the date of Borrower’s formation is not engaged and at all times on and after the date hereof and until such time as the Debt shall be paid in full, Borrower shall be a Person, other than an individual, that: (a) is formed or organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers; (b) does not engage in any business other than those necessary for the ownership and ownership, use, management or operation of the Mortgage Borrowers; (c) does not have any (i) assets other than those related to its interest in the Mortgage Borrower(s) or (ii) Indebtedness (except for the Debt Property and any Permitted Indebtedness); (d) does not guarantee or otherwise become liable on or transactions entered into in connection with any obligation of any other Person; (e) does not enter into any contract or agreement such business with any stockholder, partner, principal, member or Affiliate of such Person or any Affiliate of Borrower or the general partner, other than any such stockholdertransactions embodied in the Loan Documents and the Consulting Agreement, partner, principal, member or Affiliate except shall be entered into 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 an AffiliateAffiliate of Borrower or such general partner; (fiii) does has not incurred, created or assumed any currently outstanding debt, and shall not incur, create or assume any Indebtedness debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Indebtedness, trade indebtedness incurred in ordinary course of the Borrower's or the general partner's business (including the financing of insurance premiums) and the Permitted Encumbrances, except for the Debt and any Permitted Indebtednessas may be otherwise expressly permitted hereunder; (giv) does has not made any currently outstanding, and shall not make any any, loans or advances to any other Person third party (including, without limitation, including any AffiliateAffiliate of Borrower or such general partner); (hv) does not become insolvent or fail to pay is and shall be solvent and paying its debts liabilities (including, as applicable, reasonable allocations of personnel and overhead expenses) from its assets as the same shall become due; (ivi) does not fail has done or caused to be done and shall do or cause to be done all things necessary to preserve its existence, and shall not, nor shall any general partner thereof, as applicable, amend, modify or otherwise change its articles of incorporation or by-laws or partnership agreement, as applicable without the prior written consent of Lender, in its sole discretion; (vii) shall observe all corporate or partnership formalities, as applicable, and conduct and operate its business in all material respects as previously presently conducted and operatedoperated and in accordance with the assumptions set forth in the Non-Consolidation Opinion; (jviii) does not fail to pay its debts from its assets as the same shall become due; (k) does not fail to maintain its books and records and bank accounts separately separate from those of its Affiliates, including, without limitation, its general partners Affiliates or members, as may be applicableany other Person; (lix) does not fail shall maintain a separate business office at the Property; (x) shall be, and at all times to shall hold itself out to the public as as, a legal entity separate and apart distinct from any other Person (includingentity, without limitation, including any Affiliate (includingthereof, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such provided that Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner)may identify its Property as associated with the applicable Franchisor; (mxi) does not fail to file its own tax returns to the extent that it is legally required to do so (Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowersreturns, if applicable)required by the Code; (nxii) does not fail to shall maintain adequate capital for its the normal obligations, obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (oxiii) does shall not fail seek or consent to maintain the liquidation, dissolution or winding up, in whole or in part, of Borrower or the general partner, nor enter into any consolidation, merger, joint venture, syndication or other combination; (xiv) shall not commingle its funds and other assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from with those of any Affiliate or any other Person (p) does not hold itself out to be responsible for the Indebtedness of any other Person; (q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof; (r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person; (s) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties; (t) holds title to its interest in the Mortgage Borrowers in its own name; (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate; (v) does not pledge its assets for the benefit of any other Person, other than pursuant to the Loan Documents as security for the Loan; (w) corrects any known misunderstandings regarding its separate identity; (xxv) has Organizational Documents that shall provide that the business and affairs of Borrower shall be managed by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documentscaused, and at all times shall cause, there shall to be at least two (2) one duly appointed individuals on member of the board of directors or managers (each, an “"Independent Manager”Director") of Borrower, each Borrower or the general partner who has not been at the time of whom (i) has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, S▇▇▇▇▇▇ Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not on the board of directors or managers of more than two (2) Affiliates of Borrower; and (iii) is notindividual's appointment, and has never been, and will not, while serving as an Independent Manager be, may not have been at any of time during the following: preceding two years (A) a stockholderstockholder of, director, manager, or an officer, employee, partner, member, attorney or counsel of Borrower, any Affiliate director (other than with respect to such Independent Director's service as director of Borrower or any direct the general partner) or indirect equity holder of employee of, Borrower or any of themits Affiliates, or the general partner or any of its Affiliates, (B) a creditor, customer, supplier, service provider (including provider of professional services) customer or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services supplier to Borrower or any Affiliate of Borrower in the ordinary course of its business)Affiliates, or to the general partner or any of its Affiliates, (C) a person or other entity controlling any such stockholder, supplier or customer, or (D) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider supplier or customer or any other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership director of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Borrower; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Borrower in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Borrower shall provide that no Independent Manager of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documentsgeneral partner. As used in this paragraphsubsection (dd), the term “single purpose entity” shall mean a Person whose Organizational Documents contain"control" means the possession, and who covenants that such Person shall comply directly or indirectly, of the power to direct or cause compliance withthe direction of the management and policies of a Person, provisions substantially similar to those set forth in this Section 3.1.24whether through ownership of voting securities, by contract or otherwise; (yxvi) has Organizational Documents that not caused, and shall provide that Plymouth Industrial 20 Financial or not cause, the board of directors or managers of Borrower shall not or the general partner to take any action which, under the terms of any Organizational Documents (includingcertificate of incorporation, if applicable, by-laws or any voting trust agreement with respect to any Borrower's common stock), requires a the unanimous affirmative vote of one hundred percent (100%) of the members of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unlessdirectors, unless at the time of such action, action there shall be at least two (2) one member who is an Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing 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 for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor Borrower’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p), the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent permitted by lawDirector; (zxvii) if shall comply with the provisions of its articles of incorporation or by-laws or partnership agreement, as applicable; and (xviii) shall use separate and distinct invoices and stationery and checks that indicate, by printed or typed identification, that Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each of the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “Special Member”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that entity for so long as any portion of the Debt which payment is outstanding, no Special Member may resign or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower; (aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter defined), and (ii) no additional member shall be admitted to Borrower; (bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower 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 Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower 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 Borrower to cease to be a member of Borrower or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower 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 Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of Borrower, to compel any sale of all or any portion of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in emade.

Single Purpose. (a) Borrower hereby represents with respect to Borrower that it: (i) is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business; (ii) has no judgments or liens of any nature against it except for Tax liens not yet delinquent or the validity or amount of which is being contested in good faith by appropriate proceedings in accordance with the terms hereof; USActive 32926859.13 -42- (iii) is in compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate; (iv) is not involved in any dispute with any taxing authority; (v) has paid all Taxes and Property Taxes due and owing; (vi) has never owned any real property other than the Property and Personal Property necessary or incidental to its ownership or operation of the Property and has never engaged in any business other than the ownership and operation of the Property; (vii) is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; (viii) has provided Agent with complete financial statements that reflect a fair and accurate view of the entity's financial condition; (ix) has been informed by Agent that Agent has obtained a current Phase I environmental site assessment (or, if applicable, a current Phase II environmental assessment) (ESA) for the Property prepared consistent with ASTM Practice E 1527 and the ESA has not identified any recognized environmental conditions that require further investigation or remediation; and (x) has no material contingent or actual obligations not related to the Property. (b) Borrower hereby represents from the date of such entity’s formation on January 27, 2009 to the date of this Agreement that it: (i) has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party; (ii) has paid all of its debts and liabilities from its assets to the extent of available cash flow from the Property paid to Borrower as rent under the Master Lease and without any obligation of any direct or indirect equity owner of Borrower to make any payment or capital contribution in connection therewith; (iii) has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence; (iv) has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person; USActive 32926859.13 -43- (v) has not had its assets listed as assets on the financial statement of any other Person; (vi) has been treated as an entity disregarded as separate from its owner for U.S. federal income tax purposes and has not filed any U.S. federal income Tax returns; (vii) has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party); (viii) has corrected any known misunderstanding regarding its status as a separate entity; (ix) has conducted all of its business and held all of its assets in its own name; (x) has not identified itself or any of its affiliates as a division or part of the other; (xi) has maintained and utilized separate stationery, invoices and checks, if any, bearing its own name; (xii) has not commingled its assets with those of any other Person and has held all of its assets in its own name; (xiii) has not guaranteed or become obligated for the debts of any other Person; (xiv) has not held itself out as being responsible for the debts or obligations of any other Person; (xv) has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party; (xvi) has not pledged its assets to secure the obligations of any other Person and no such pledge remains outstanding except in connection with the Loan; (xvii) has maintained adequate capital in light of its contemplated business operations to the extent of available cash flow from the Property paid to Borrower as rent under the Master Lease and without any obligation of any direct or indirect equity owner of Borrower to make any payment or capital contribution in connection therewith; (xviii) has maintained a sufficient number of employees, if any, in light of its contemplated business operations and has paid the salaries of its own employees from its own funds, if applicable, to the extent of available cash flow from the Property paid to Borrower as rent under the Master Lease and without any obligation of any direct or indirect equity owner of Borrower to make any payment or capital contribution in connection therewith; USActive 32926859.13 -44- (xix) has not owned any subsidiary or any equity interest in any other entity; (xx) has not incurred any indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents; and (xxi) has not had any of its obligations guaranteed by an Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents. (c) Borrower hereby represents and warrants to, and covenants with, Lender that (i) since the date as of each Mortgage Borrower’s formation and at all times on and after the date hereof and until such time as the Debt shall be paid in full, each Mortgage : (i) Borrower has been, does not own and Borrower will cause each Mortgage Borrower to be, in compliance with not own any asset or property other than (A) the single purpose entity requirements set forth in Section 5.1.14 Property and (B) incidental Personal Property necessary for the ownership or operation of the Mortgage Loan Agreement and Property; (ii) since the date of Borrower’s formation Borrower does not and at all times on and after the date hereof and until such time as the Debt shall be paid in full, Borrower shall be a Person, other than an individual, that: (a) is formed or organized solely for the purpose of holding, directly or indirectly, an ownership interest in the Mortgage Borrowers; (b) does will not engage in any business other than the ownership ownership, management and management operation of the Mortgage BorrowersProperty and Borrower will conduct and operate its business as presently conducted and operated; (ciii) does not have any (i) assets other than those related to Except for capital contributions or capital distributions permitted under the terms and conditions of its interest in the Mortgage Borrower(s) or (ii) Indebtedness (except for the Debt organizational documents and any Permitted Indebtedness); (d) does not guarantee or otherwise become liable properly reflected on or in connection with any obligation of any other Person; (e) does its books and records, Borrower will not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person Borrower, any constituent party of Borrower or any Affiliate of any such stockholderconstituent party, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s arm’s-length basis with third parties other than an Affiliateparties; (fiv) does Borrower will not incurincur any Indebtedness, create secured or assume unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) other than (A) the Debt, (B) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $5,000,000.00 at any one time, (C) Indebtedness incurred in the financing of equipment and other Personal Property used on the Property with annual payments not exceeding $5,000,000.00 in the aggregate and (D) any intercompany debt resulting from the issuance of bonds or similar debt securities by Guarantor.; provided that any Indebtedness incurred pursuant to subclauses (except for B) and (C) 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 Debt and any Permitted Indebtednessmay be secured (subordinate, pari passu or otherwise) by the Property; (gv) does Borrower will not make any loans or advances to any other Person third party (including any Affiliate or constituent party), and shall not acquire obligations or securities of its Affiliates; (vi) Borrower will pay its debts and liabilities (including, without limitationas applicable, any Affiliate); (hshared personnel and overhead expenses) does not become insolvent or fail to pay its debts from its assets as the same shall become duedue to the extent of available cash flow from the Property paid to Borrower as rent under the Master Lease USActive 32926859.13 -45- and without any obligation of any direct or indirect equity owner of Borrower to make any payment or capital contribution in connection therewith; (ivii) does Borrower will do all things necessary to observe organizational formalities and preserve its separate existence, and Borrower will not, nor will Borrower permit any constituent party to, amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents of Borrower in any material respect without the prior consent of Agent not fail to conduct and operate be unreasonably withheld, conditioned or delayed in any manner that (A) violates the single purpose covenants set forth in this Section 3.1.23 or (B) amends, modifies or otherwise changes any provision thereof that by its business in all material respects as previously conducted and operatedterms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Agent or Lenders’ consent to the extent such modification shall have a Material Adverse Effect; (jviii) does not fail to pay Borrower will maintain all of its debts from its assets as the same shall become due; (k) does not fail to maintain its books and records books, records, financial statements and bank accounts separately separate from those of its AffiliatesAffiliates and any constituent party; provided, includinghowever, without limitationthat Borrower’s financial statements are prepared within Sotheby’s consolidated accounting software system. Borrower’s assets will not be listed as assets on the financial statement of any other Person, its general partners or membersprovided, as however, that Borrower’s assets may be applicableincluded in a consolidated financial statement of its Affiliates provided that (A) 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 (B) such assets shall be listed on Borrower’s own separate balance sheet Borrower shall maintain its books, records, resolutions and agreements as official records; (lix) does not fail Borrower will be, and at all times to will hold itself out to the public as as, a legal entity separate and apart distinct from any other Person entity (including, without limitation, including any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate constituent party of Borrower), shall correct any such stockholderknown misunderstanding regarding its status as a separate entity, partnershall conduct business in its own name, membershall 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, trustee, beneficiary, or other owner)invoices and checks bearing its own name; (mx) does not fail to file its own tax returns to the extent that it is legally required to do so (Borrower shall file its own tax returns and shall not file a consolidated federal income tax return with any other Person, except that Borrower’s tax returns may include the Mortgage Borrowers, if applicable); (n) does not fail to will maintain adequate capital for its the normal obligations, obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, to the extent of available cash flow from the Property paid to Borrower as rent under the Master Lease provided that the direct and indirect beneficial owners of Borrower shall not be required to make any capital contributions to Borrower in order to satisfy this requirement; (oxi) does Borrower will not fail seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower or transfer, sell or otherwise dispose of all or substantially all of its assets (except to the extent permitted pursuant to the Loan Documents); (xii) Borrower will not commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name; (xiii) Borrower has and will maintain its assets in such a manner that it is 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; (pxiv) 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 Indebtedness debts or obligations of any other Person; (qxv) is subject Borrower will not permit any Affiliate or constituent party independent access to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereofits bank accounts; (rxvi) holds all Borrower will pay the salaries of its assets in own employees (if any) from its own name funds and does maintain a sufficient number of employees (if any) in light of its contemplated business operations, to the extent of available cash flow from the Property provided that the direct and indirect beneficial owners of Borrower shall not commingle be required to make any capital contributions to Borrower in order to satisfy this requirement; (xvii) Borrower will compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets with all obligations of any kind incurred (which funds and assets may include proceeds from the assets Loan and capital contributions made by its members); (xviii) Borrower will file its own Tax returns separate from those of any other Person, except to the extent that Borrower is treated as an entity disregarded as separate from its owner for tax purposes and is not required to file Tax returns under applicable law, and pay any Taxes required to be paid under applicable law (unless Agent is paying the same pursuant to the terms of this Agreement); (sxix) utilizes such Borrower’s own letterhead, invoices and checks, provided however that Borrowers utilizes a central account containing revenue of each of the Properties which account is used only to pay expenses related solely to the Properties; (t) holds title to its interest in the Mortgage Borrowers in its own name; (u) allocates Borrower will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate includingan affiliate, without limitation, paying including for shared office space and for services performed by any an employee of any Affiliatean affiliate, if any; (vxx) does Borrower will not pledge its assets for to secure the benefit obligations of any other Person, other than pursuant to the Loan Documents as security for the Loan; (wxxi) corrects Borrower will not buy or hold evidence of Indebtedness issued by any known misunderstandings regarding its separate identity;other Person (other than cash or investment-grade securities); and (xxxii) has Organizational Documents that shall provide that the business and affairs of Borrower 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. USActive 32926859.13 -47- (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 managed by Plymouth Industrial 20 Financiala corporation owning at least a 0.5% general partnership or membership interest, subject to the rights of TL Member set forth as applicable, whose sole asset is its interest in Borrower’s Organizational Documents, or under the direction of a board of one or more directors or managers designated by Plymouth Industrial 20 Financial, subject to the rights of TL Member set forth in Borrower’s Organizational Documents, 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 3.1.23 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. (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. (e) Borrower shall at all times cause there shall to be at least two (2) duly appointed individuals on the board Independent Directors of directors each SPC Party or managers (eachBorrower, an as applicable. The term “Independent Manager”) of Borrower, each of whom (i) Director” means an individual who has at least three (3) years prior employment experience and continues to be employed as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, S▇▇▇▇▇▇▇ Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, independent managers and independent membersIndependent Directors, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) Agent, in each case that is not on an Affiliate of Borrower and that provides professional Independent Directors and other corporate services in the board ordinary course of directors or managers of more than two (2) Affiliates of Borrower; its business, and (iii) which individual is duly appointed as an Independent Director and is not, and has never been, and will not, not while serving as an Independent Manager Director be, any of the following: (A) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect equity holder of any of them, (B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower (other than a nationally-recognized company that routinely provides professional independent directors, independent managers or independent members and other corporate services to Borrower or any Affiliate of Borrower in the ordinary course of its business), (C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person, or (D) a Person controlling or under common control with any of (A), (B) or (C) above. A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of Borrower that is not in the direct chain of ownership of Borrower or Plymouth Industrial 20 Financial and that is required by a creditor to be a “single purpose entity”; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional independent directors, independent managers or independent members, or (II) being, having been or becoming a member of Borrower pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Manager as a member of Borrower upon the occurrence of any event pursuant to which Plymouth Industrial 20 Financial ceases to be a member of Borrower (including the withdrawal or dissolution of Plymouth Industrial 20 Financial). A natural person who satisfies the foregoing definition other than clause (iii) shall not be disqualified as a result of clause (iii)(A) or (iii)(B) by reason of being, having been or becoming an Independent Manager of a “single purpose entity” affiliated with Borrower; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of Borrower in any given year constitute, in the aggregate, less than five percent (5%) of such individual’s income for such year. The Organizational Documents of Borrower shall provide that no Independent Manager of Borrower may be removed or replaced without Cause, and unless Borrower provides Lender with not less than three (3) Business Days’ prior notice of (1) any proposed removal of any Independent Manager, together with a statement as to the reasons for such removal, and (2) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the Organizational Documents of Borrower relating to an Independent Manager. In addition, the Organizational Documents of Borrower shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” and “separateness” provisions of such Organizational Documents. As used in this paragraph, the term “single purpose entity” shall mean a Person whose Organizational Documents contain, and who covenants that such Person shall comply or cause compliance with, provisions substantially similar to those set forth in this Section 3.1.24; (y) has Organizational Documents that shall provide that Plymouth Industrial 20 Financial or the board of directors or managers of Borrower shall not take any action which, under the terms of any Organizational Documents (including, if applicable, any voting trust agreement with respect to any common stock), requires a unanimous vote of the board of directors or managers or the unanimous vote of the Plymouth Industrial 20 Financial and the Independent Managers of Borrower unless, at the time of such action, there shall be at least two (2) Independent Managers serving in such capacity (and such Independent Managers have participated in such vote). The Organizational Documents of Borrower shall provide that Borrower will not (and Borrower agrees that it will not), without the consent of each Independent Manager, (i) file or consent to the filing 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 for Borrower or a substantial portion of its assets or properties, (iii) make a general assignment for the benefit of creditors, (iv) admit publicly or in writing to any creditor Borrower’s inability to pay its debts generally as they become due, (v) declare or effectuate a moratorium on the payment of any obligations, or (vi) take any action in furtherance of any of the foregoing. In addition, the Organizational Documents of Borrower shall provide that, when voting with respect to any of the matters set forth in the immediately preceding sentence of this Section 3.1.24(p), the Independent Managers shall consider only the interests of Borrower, including its creditors to the fullest extent permitted by law; (z) if Borrower is a single member limited liability company, has Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, upon the occurrence of any event that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (i) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (ii) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents), each of the persons acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with Plymouth Industrial 20 Financial ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (a “Special Member”) and shall preserve and continue the existence of Borrower without dissolution. The Organizational Documents of Borrower shall further provide that for so long as any portion of the Debt is outstanding, no Special Member may resign or transfer its rights as a Special Member unless (A) a successor Special Member has been admitted to Borrower as a Special Member, and (B) such successor Special Member has also accepted its appointment as an Independent Manager of Borrower; (aa) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding, except as expressly permitted pursuant to the terms of the Loan Documents, (i) Plymouth Industrial 20 Financial may not resign (unless it conveys its entire ownership interest in Borrower to TL Member (as hereinafter defined), and (ii) no additional member shall be admitted to Borrower; (bb) shall have Organizational Documents that shall provide that, as long as any portion of the Debt remains outstanding: (i) Borrower 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 Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower 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 Borrower to cease to be a member of Borrower or that causes Plymouth Industrial 20 Financial to cease to be a member of Borrower (other than (A) upon an assignment by Plymouth Industrial 20 Financial of all of its limited liability company interests in Borrower and the admission of the transferee, if permitted pursuant to the Organizational Documents of Borrower and the Loan Documents, or (B) the resignation of Plymouth Industrial 20 Financial and the admission of an additional member of Borrower, if permitted pursuant to the Organizational Documents of Borrower 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 Borrower, agree in writing (1) to continue the existence of Borrower, and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Plymouth Industrial 20 Financial or a Special Member shall not cause such Plymouth Industrial 20 Financial or Special Member to cease to be a member of Borrower and upon the occurrence of such event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of its assets and properties in an orderly manner), and its assets and properties shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by applicable law, each of Plymouth Industrial 20 Financial and Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets or properties to be partitioned, to cause the appointment of a receiver for all or any portion of the assets or properties of Borrower, to compel any sale of all or any portion of the assets or properties of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in e: