Common use of Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes Clause in Contracts

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to the contrary, each Subsidiary Property Owner represents, warrants and covenants as of the date hereof and until such time as the Obligations are paid in full that such Subsidiary Property Owner: (a) does not own and will not own any asset other than the Collateral Property or Joint Venture Interests acquired as the result of an arms-length transaction with a third party other than an Affiliate, and such incidental personal property as such Subsidiary Property Owner considers necessary, advisable, convenient or appropriate in connection with the ownership of such assets; (b) is not engaged and will not engage in any business other than the ownership and operation and sale of its assets described in 8.12(a); (c) does not and will not have any Subsidiaries (whether the same would constitute an entity that could be consolidated on such Subsidiary Property Owner’s financial statements or a minority interest); (d) will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary Property Owner or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an affiliate (provided that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereunder); (e) has no other Indebtedness and will not incur any Indebtedness, other than Indebtedness permitted pursuant to §8.1; (f) will not make any loans or advances to any third party other than any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course of business; (g) is and will remain solvent and pay its debts and liabilities (including, without limitation, employment and overhead expenses) from its own assets as the same shall become due; (h) has done or caused to be done and will do all things necessary to observe limited liability company, partnership or corporate formalities, as applicable, and to preserve its existence, and will not, nor will any member thereof amend, modify or otherwise change its organizational documents in a manner which adversely affects such Subsidiary Property Owner’s existence as a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (j) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including its members; (k) 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 thereof, including any partner, member, shareholder or any affiliate of any partner, member or shareholder of such Subsidiary Property Owner); (l) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (m) will not, nor shall any member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such Subsidiary Property Owner; (n) will not enter into any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property Owner; (o) will not commingle the funds and other assets of such Subsidiary Property Owner with those of any partner, member, shareholder, any affiliate or any other Person; (p) has and will 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; (q) does not and will not hold itself out to be responsible for the debts or obligations of any other Person other than to guaranty the Obligations of Borrower under the Loan Documents; and (r) shall comply with the provisions of the Organizational Agreements.

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to the contrary, each Subsidiary Property Owner Borrower represents, warrants and covenants as of the date hereof and until such time as the Obligations are paid in full that such Subsidiary Property OwnerBorrower: (a) does not own and will not own any asset other than the Collateral Property or Joint Venture Interests acquired as the result of an arms-length transaction with a third party other than an Affiliate, and such incidental personal property as such Subsidiary Property Owner considers necessary, advisable, convenient or appropriate in connection with the ownership of such assetsProperty; (b) is not engaged and will not engage in any business other than the ownership and operation and sale of its assets described in 8.12(a)the Collateral Property; (c) does not and will not have any Subsidiaries (whether the same would constitute an entity that could be consolidated on any of such Subsidiary Property OwnerPerson’s financial statements or a minority interest); (d) will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary Property Owner Borrower or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an affiliate (provided that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereunder)affiliate; (e) has no other Indebtedness not incurred and will not incur any Indebtedness, other than Indebtedness permitted pursuant to §8.1;Permitted Indebtedness. (f) has not made and will not make any loans or advances to any third party other than any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course of businessparty; (g) is and will remain solvent and pay its debts and liabilities (including, without limitation, employment and overhead expenses) from its own assets as the same shall become due; (h) has done or caused to be done and will do all things necessary to observe limited liability company, partnership or corporate company formalities, as applicable, and to preserve its existence, and will not, nor will any member thereof amend, modify or otherwise change its operating agreement or other organizational documents in a manner which adversely affects such Subsidiary Property OwnerBorrower’s existence as a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (j) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including its members; (k) 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 thereof, including any partner, member, shareholder or any affiliate of any partner, member or shareholder of such Subsidiary Property OwnerBorrower); (l) will file its own separate tax returns or if such returns are filed jointly, such Persons shall be reflected as separate entities thereon; (m) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (mn) will not, nor shall any member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such Subsidiary Property OwnerBorrower; (no) will not enter into any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property Ownerany entity; (op) will not commingle the funds and other assets of such Subsidiary Property Owner Borrower with those of any partner, member, shareholder, any affiliate or any other Person; (pq) has and will 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; (qr) does not and will not hold itself out to be responsible for the debts or obligations of any other Person other than to guaranty the Obligations of Borrower under the Loan DocumentsPerson; and (rs) shall comply with the provisions of the Borrower Organizational Agreements.

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to the contrary, each Subsidiary Property Owner The Borrower represents, warrants and covenants as of the date hereof and until such time as the Obligations are paid in full and the Banks have no further obligations to make any Loans, that such Subsidiary Property Ownereach of the Borrower, the Member and the Manager: (a) does not own and will not own any encumbered asset other than the Collateral Property or Joint Venture Interests acquired as the result of an arms-length transaction with a third party other than an Affiliate, and such incidental personal property as such Subsidiary Property Owner considers necessary, advisable, convenient or appropriate in connection with the Borrower's ownership of such assetsthe Collateral; (b) is not engaged and will not engage in any business other than the ownership and Borrower's acquisition, ownership, operation and sale of the Collateral and the Member's and the Manager's ownership and operation of its assets described direct or indirect interest in 8.12(a)the Property Owner; (c) as to the Member and the Manager only, does not and will not have any Subsidiaries (whether the same would constitute an entity that could be consolidated on any of such Subsidiary Property Owner’s Person's financial statements or a minority interest)) other than, as to the Member and the Manager, the Property Owner and, as to the Member only, the Manager; (d) will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary the Borrower, the Property Owner Owner, the Member, the Manager or the Guarantor, or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an affiliate (provided that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereunder)affiliate; (e) as to the Member and the Manager only, has no other Indebtedness not incurred and will not incur any Indebtedness, other than Indebtedness permitted pursuant to §8.1current liabilities incurred in the ordinary course of business in connection with normal purchases of goods and services but not incurred through the borrowing of money; no other debt or other obligations of any of such Persons may be secured (senior, subordinate or pari passu) by any right or asset of such Person; (f) has not made and will not make any loans or advances to any third party other than (including the Property Owner, the Borrower, the Member, the Manager, the Guarantor, any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course affiliate of businesssuch Persons or any member, partner or shareholder of such Persons); (g) is and will remain solvent and pay its debts and liabilities (including, without limitation, employment and overhead expenses) from its own assets as the same shall become due; (h) has done or caused to be done and will do all things necessary to observe limited liability company, corporate and partnership or corporate formalities, formalities (as applicable, ) and to preserve its existence, and will not, nor will any partner, member thereof or shareholder thereof, amend, modify or otherwise change its partnership agreement, operating agreement, articles of incorporation, by- laws or other organizational documents in a manner which adversely affects such Subsidiary Property Owner’s Person's or such partner's, member's or shareholder's existence as a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (j) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including its memberspartners, members and shareholders; (k) 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 thereof, including any partner, member, shareholder or any affiliate of any partner, member or shareholder of such Subsidiary Property Owner)the Borrower, the Member or the Manager) and shall maintain and use separate stationery, invoices and checks; (l) will file its own separate tax returns or if such returns are filed jointly, such Persons shall be reflected as separate entities thereon; (m) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (mn) will not, nor shall any partner, member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such Subsidiary the Borrower, the Property Owner, the Member or the Manager; (no) will not enter into into, and will not permit Property Owner to enter into, any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property Ownerany entity; (op) will not commingle the funds and other assets of such Subsidiary the Borrower, the Property Owner Owner, the Member or the Manager, as applicable, with those of any partner, member, shareholder, any affiliate or any other Person; (pq) has and will 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; (qr) does not and will not hold itself out to be responsible for the debts or obligations of any other Person other than to guaranty the Obligations of Borrower under the Loan Documents; andPerson; (rs) shall comply with the provisions of its partnership agreement, operating agreement, articles of incorporation or bylaws or other organizational documents, as applicable; and (t) with respect to the Organizational AgreementsManager and the Member, shall be organized and conduct its business so that, and otherwise cause, the assumptions of fact made with respect to the Borrower, the Member, the Manager and the Property Owner in that certain opinion letter dated May 15, 1998 delivered by Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP with respect to non- consolidation issues to be true and correct, in all material respects at all times. Section impos Additional Restrictions Concerning the Mezzanine Property. (a) Except as expressly provided in Section 5.3 or Section 7.19, the Borrower will not, without the prior written consent of the Agent in each instance, permit the Property Owner, directly or indirectly to: (i) sell, convey, assign, transfer, contribute, option, mortgage, pledge, encumber, charge, hypothecate or dispose of the Mezzanine Property, or any part thereof or interest therein; or any income or profits therefrom, or any other accounts, contract rights, general intangibles, instruments, chattel paper or other assets or claims, whether now owned or hereafter acquired; or (ii) create or suffer to be created or to exist any lien, encumbrance, security interest, mortgage, pledge, restriction, attachment or other charge of any kind upon, or any levy, seizure, attachment or foreclosure of, the Mezzanine Property, or any part thereof or interest therein, or any income or profit therefrom, or any other accounts, contract rights, general intangibles, instruments, chattel paper or other assets or claims, whether now owned or hereafter acquired, except for Permitted Liens. For the purposes of this paragraph, the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of any interest in the Property Owner, the Member or the Manager, or the creation or addition of a new member or other owner of any interest in the Property Owner, the Member or the Manager shall be deemed to be a transfer of an interest in the Property Owner, the Member or the Manager. A pledge or transfer by WWP of its interest in the Borrower pursuant to Section 8.11(a) shall not violate the provisions of Section 8.13(a). (b) The Borrower will not permit the Property Owner to create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (i) Indebtedness arising under the Mezzanine Mortgage Loan Documents (it being acknowledged and agreed that any refinancing of such Indebtedness in connection with an assignment and restatement of the Mezzanine Mortgage Loan Documents shall not constitute permitted Indebtedness); (ii) current liabilities of the Property Owner permitted pursuant to the Approved Budget incurred in the ordinary course of business but not incurred through (A) the borrowing of money, or (B) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; and (iii) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.8.

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to the contrary, each Subsidiary Property Owner Guarantor represents, warrants and covenants as of the date hereof and until such time as the Obligations are paid in full that such Subsidiary Property OwnerGuarantor: (a) does not own and will not own any asset other than the Collateral Property or Joint Venture Interests acquired as the result of an arms-length transaction with a third party other than an Affiliate, and such incidental personal property as such Subsidiary Property Owner Guarantor considers necessary, advisable, convenient or appropriate in connection with the ownership of such assets; (b) is not engaged and will not engage in any business other than the ownership and operation and sale of its assets described in 8.12(a); (c) does not and will not have any Subsidiaries (whether the same would constitute an entity that could be consolidated on such Subsidiary Property OwnerGuarantor’s financial statements or a minority interest); (d) will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary Property Owner Guarantor or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an affiliate (provided that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereunder); (e) has no other Indebtedness and will not incur any Indebtedness, other than Indebtedness permitted pursuant to §8.1; (f) will not make any loans or advances to any third party other than any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course of business; (g) is and will remain solvent and pay its debts and liabilities (including, without limitation, employment and overhead expenses) from its own assets as the same shall become due; (h) has done or caused to be done and will do all things necessary to observe limited liability company, partnership or corporate formalities, as applicable, and to preserve its existence, and will not, nor will any member thereof amend, modify or otherwise change its organizational documents in a manner which adversely affects such Subsidiary Property OwnerGuarantor’s existence as a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (j) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including its members; (k) 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 thereof, including any partner, member, shareholder or any affiliate of any partner, member or shareholder of such Subsidiary Property OwnerGuarantor); (l) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (m) will not, nor shall any member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such Subsidiary Property OwnerGuarantor; (n) will not enter into any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property OwnerGuarantor; (o) will not commingle the funds and other assets of such Subsidiary Property Owner Guarantor with those of any partner, member, shareholder, any affiliate or any other Person; (p) has and will 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; (q) does not and will not hold itself out to be responsible for the debts or obligations of any other Person other than to guaranty the Obligations of Borrower under the Loan Documents; and (r) shall comply with the provisions of the Organizational Agreements.

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to the contrary, each Subsidiary Property Owner The Borrower represents, warrants and covenants as of the date hereof and until such time as the Obligations are paid in full full, that such Subsidiary Property OwnerBorrower: (a) does not own and will not own any asset other than the Collateral Property or Joint Venture Interests acquired as the result of an arms-length transaction with a third party other than an Affiliate, and such incidental personal property as such Subsidiary Property Owner considers necessary, advisable, convenient or appropriate in connection with the ownership of such assetsCollateral; (b) is not engaged and will not engage in any business other than the ownership and ownership, operation and sale of its assets described in 8.12(a)the Collateral; (c) does not and will not have any Subsidiaries subsidiaries (whether the same would constitute an entity that could be consolidated on any of such Subsidiary Property Owner’s Person's financial statements or a minority interest); (d) will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary Property Owner any Guarantor, or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an affiliate (provided that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereunder)affiliate; (e) has no other Indebtedness not incurred and will not incur any Indebtedness, other than Indebtedness permitted pursuant to §8.1the Obligations, and other than current liabilities incurred in the ordinary course of business in connection with normal purchases of goods and services in connection with the ownership and operation of the Collateral; (f) has not made and will not make any loans or advances to any third party other than any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course of business; (g) is and will remain solvent and pay its debts and liabilities (including, without limitation, employment and overhead expenses) from its own assets as the same shall become due; (h) has done or caused to be done and will do all things necessary to observe limited liability company, corporate and partnership or corporate formalities, formalities (as applicable, ) and to preserve its existence, and will not, nor will any partner, member thereof or shareholder thereof, amend, modify or otherwise change its partnership agreement, operating agreement, articles of incorporation, by-laws or other organizational documents in a manner which adversely affects the Borrower's or such Subsidiary Property Owner’s partners, member's or shareholder's existence as a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (j) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including its memberspartners, members and shareholders; (k) 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 thereof, including any partner, member, shareholder or any affiliate of any partner, member or shareholder of such Subsidiary Property Owner)the Borrower) and shall maintain and use separate stationery, invoices and checks; (l) will file its own separate tax returns; (m) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (mn) will not, nor shall any partner, member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such Subsidiary Property Ownerthe Borrower; (no) will not enter into any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property Ownerany entity; (op) will not commingle the funds and other assets of such Subsidiary Property Owner the Borrower, with those of any partner, member, shareholder, any affiliate or any other Person; (pq) has and will 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;; and (qr) does not and will not hold itself out to be responsible for the debts or obligations of any other Person other than to guaranty the Obligations of Borrower under the Loan Documents; and (r) shall comply with the provisions of the Organizational AgreementsPerson.

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to the contrary, each Subsidiary Property Owner Borrower represents, warrants and covenants as of the date hereof and until such time as the Obligations are paid in full that such Subsidiary Property each of Borrower and Owner: (a) does not own and will not own any asset other than the Collateral Property or Joint Venture Interests acquired (as to Owner) and the result of an arms-length transaction with a third party other than an Affiliate, and such incidental personal property Collateral (as such Subsidiary Property Owner considers necessary, advisable, convenient or appropriate in connection with the ownership of such assetsto Borrower); (b) is not engaged and will not engage in any business other than the ownership and operation of the Collateral Property (as to Owner) and sale of its assets described in 8.12(athe Collateral (as to Borrower); (c) does not and will not have any Subsidiaries (whether the same would constitute an entity that could be consolidated on any of such Subsidiary Property OwnerPerson’s financial statements or a minority interest)) other than Borrower’s ownership of Owner; (d) will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary Property Borrower, Owner or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an affiliate (provided that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereunder)affiliate; (e) has no other Indebtedness not incurred and will not incur any Indebtedness, other than Indebtedness permitted pursuant to §8.1;Permitted Indebtedness. (f) has not made and will not make any loans or advances to any third party other than any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course of businessparty; (g) is and will remain solvent and pay its debts and liabilities (including, without limitation, employment and overhead expenses) from its own assets as the same shall become due; (h) has done or caused to be done and will do all things necessary to observe limited liability company, partnership or corporate company formalities, as applicable, and to preserve its existence, and will not, nor will any member thereof amend, modify or otherwise change its operating agreement or other organizational documents in a manner which adversely affects such Subsidiary Property Borrower’s or Owner’s existence as a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (j) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including its members; (k) 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 thereof, including any partner, member, shareholder or any affiliate of any partner, member or shareholder of such Subsidiary Property Borrower or Owner); (l) will file its own separate tax returns or if such returns are filed jointly, such Persons shall be reflected as separate entities thereon; (m) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (mn) will not, nor shall any member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such Subsidiary Property Borrower or Owner; (no) will not enter into any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property Ownerany entity; (op) will not commingle the funds and other assets of such Subsidiary Property Borrower or Owner with those of any partner, member, shareholder, any affiliate or any other Person; (pq) has and will 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; (qr) does not and will not hold itself out to be responsible for the debts or obligations of any other Person other than to guaranty the Obligations of Borrower under the Loan DocumentsPerson; and (rs) shall comply with the provisions of the its Organizational Agreements.

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to Each of the contraryBorrower and the Subsidiary Guarantor represent, each Subsidiary Property Owner represents, warrants warrant and covenants covenant as of the date hereof and until such time as the Obligations are paid in full full, the Banks have no further obligations to make any Loans and the Issuing Bank has no further obligation to issue Letters of Credit, that such each of the Borrower and the Subsidiary Property OwnerGuarantor and the Spectrum Entities: (a) does not own and will not own any asset assets other than (i) the Collateral Property or Joint Venture Interests acquired as the result of an arms-length transaction with a third party other than an Affiliate, Properties and such incidental personal property necessary for, or associated with, the operation of the Properties and (ii) notes receivable which are intended to be Eligible Notes Receivable, (iii) as such Subsidiary Property Owner considers necessaryto Borrower, advisablethe Spectrum Entities and Crescent Spectrum Center and (iv) as to the Spectrum Entities, convenient or appropriate in connection with the ownership of such assetsother Spectrum Entities and Crescent Spectrum Center; (b) is not engaged and will not engage in any business other than the ownership direct or indirect ownership, management and operation of the Properties and sale related assets associated with the operation of its assets described in 8.12(a)the Properties and the ownership of notes receivable which are intended to be Eligible Notes Receivable, together with activities incidental thereto; (c) does not and will not have any Subsidiaries (whether the same would constitute an entity that could be consolidated on such Subsidiary Property Owner’s financial statements or a minority interest); (d) except as otherwise permitted hereby, will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary Property Owner the Borrower or Guarantor or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to on commercially reasonable terms that are no less favorable than those that would be available on an arms-arms - length basis with third parties other than an affiliate (provided that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereunder)affiliate; (ed) has no other Indebtedness and will not incur any Indebtedness, other than Indebtedness permitted pursuant notes receivable of Borrower and Subsidiary Guarantor which are intended to §8.1; (f) be Eligible Notes Receivable, has not made and will not make any loans or advances to any third party other than (including any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course affiliate of businesssuch Persons or any member, partner or shareholder of such Persons); (ge) is and will remain solvent and pay its debts and liabilities (including, without limitation, employment and overhead expenses) from its own assets as the same shall become due; (hf) has done or caused to be done and will do all things necessary to observe limited liability company, corporate or partnership or corporate formalities, as applicable, and to preserve its existence, and will not, nor will any member thereof member, shareholder, officer, director or partner thereof, as applicable, amend, modify or otherwise change its operating agreement, articles of incorporation, bylaws, partnership agreement or other organizational documents in a manner which adversely affects such Subsidiary Property Owner’s Person's existence as a single purpose entity, if such Person is a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (jg) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including the General Partner, Crescent OP and its partners or members; (kh) 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 thereof, including any partner, member, shareholder or any affiliate of thereof and any partner, member or shareholder of such Subsidiary Property Ownerany affiliate thereof); (li) will file its own separate tax returns, or if such returns are filed jointly or on a consolidated basis, such Persons shall be reflected as separate entities thereon; (j) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (mk) will not, nor shall any member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such the Borrower or the Subsidiary Property OwnerGuarantor; (n) will not enter into any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property Owner; (ol) will not commingle the funds and other assets of such the Borrower or the Subsidiary Property Owner Guarantor or any Spectrum Entity with those of any partner, member, shareholder, any affiliate or any other PersonPerson ; (pm) has and will 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; (qn) does not and will not hold itself out to be responsible for the debts or obligations of any other Person except (i) with respect to the Subsidiary Guarantors and the Borrower and (ii) with respect to any Spectrum Entity which serves as a general partner of Crescent Spectrum Center or (but without limiting the limitations on Indebtedness of the Spectrum Entities) another Spectrum Entity; (o) does not and will not have any Subsidiaries (other than as to guaranty Borrower and the Obligations of Borrower under Spectrum Entities, the Loan Documents; andSpectrum Entities and Crescent Spectrum Center); (rp) shall will comply with the provisions of its operating agreement, articles of incorporation, bylaws, partnership agreement or other organizational documents, as applicable; and (q) will be organized and conduct its business so that, and otherwise cause, the Organizational Agreementsassumptions of fact made with respect to the Borrower, Subsidiary Guarantor and the Spectrum Entities in that certain opinion letter dated of even date herewith delivered by Xxxx Xxxxxxx with respect to non-consolidation issues to be true and correct, in all material respects at all times.

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to the contrary, each Subsidiary Property Owner Borrower represents, warrants and covenants as of the date hereof and until such time as the Obligations are paid in full that such Subsidiary Property each of Borrower and Owner: (a) does not own and will not own any asset other than the Collateral Property or Joint Venture Interests acquired (as to Owner) and the result of an arms-length transaction with a third party other than an Affiliate, and such incidental personal property Collateral (as such Subsidiary Property Owner considers necessary, advisable, convenient or appropriate in connection with the ownership of such assetsto Borrower); (b) is not engaged and will not engage in any business other than the ownership and operation of the Collateral Property (as to Owner) and sale of its assets described in 8.12(athe Collateral (as to Borrower); (c) does not and will not have any Subsidiaries (whether the same would constitute an entity that could be consolidated on any of such Subsidiary Property OwnerPerson’s financial statements or a minority interest)) other than Borrower’s ownership of Owner; (d) will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary Property Borrower, Owner or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an affiliate (provided other than that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereundercertain Development Agreement dated May 8, 2013 between Owner and Developer); (e) has no other Indebtedness not incurred and will not incur any Indebtedness, other than Indebtedness permitted pursuant to §8.1;Permitted Indebtedness. (f) has not made and will not make any loans or advances to any third party other than any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course of businessparty; (g) is and will remain solvent and pay its debts and liabilities (including, without limitation, employment and overhead expenses) from its own assets as the same shall become due; (h) has done or caused to be done and will do all things necessary to observe limited liability company, partnership or corporate company formalities, as applicable, and to preserve its existence, and will not, nor will any member thereof amend, modify or otherwise change its operating agreement or other organizational documents in a manner which adversely affects such Subsidiary Property Borrower’s or Owner’s existence as a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (j) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including its members; (k) 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 thereof, including any partner, member, shareholder or any affiliate of any partner, member or shareholder of such Subsidiary Property Borrower or Owner); (l) will file its own separate tax returns or if such returns are filed jointly, such Persons shall be reflected as separate entities thereon; (m) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (mn) will not, nor shall any member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such Subsidiary Property Borrower or Owner; (no) will not enter into any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property Ownerany entity; (op) will not commingle the funds and other assets of such Subsidiary Property Borrower or Owner with those of any partner, member, shareholder, any affiliate or any other Person; (pq) has and will 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; (qr) does not and will not hold itself out to be responsible for the debts or obligations of any other Person other than to guaranty the Obligations of Borrower under the Loan DocumentsPerson; and (rs) shall comply with the provisions of the its Organizational Agreements.

Additional Covenants with Respect to Indebtedness, Operations, Fundamental Changes. Notwithstanding anything in this Agreement to the contrary, each Subsidiary Property Owner Borrower represents, warrants and covenants as of the date hereof and until such time as the Obligations are paid in full that such Subsidiary Property each of Borrower and Owner: (a) does not own and will not own any asset other than the Collateral Property or Joint Venture Interests acquired (as to Owner) and the result of an arms-length transaction with a third party other than an Affiliate, and such incidental personal property Collateral (as such Subsidiary Property Owner considers necessary, advisable, convenient or appropriate in connection with the ownership of such assetsto Borrower); (b) is not engaged and will not engage in any business other than the ownership and operation of the Collateral Property (as to Owner) and sale of its assets described in 8.12(athe Collateral (as to Borrower); (c) does not and will not have any Subsidiaries (whether the same would constitute an entity that could be consolidated on any of such Subsidiary Property OwnerPerson’s financial statements or a minority interest)) other than Borrower’s ownership of Owner; (d) will not enter into any contract or agreement with any partner, member, shareholder, principal or affiliate of such Subsidiary Property Borrower, Owner or any affiliate of any such partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an affiliate (provided that the foregoing shall not prohibit the execution of the agreements described on Schedule 6.23 hereto or performance thereunder)affiliate; (e) has no other Indebtedness not incurred and will not incur any Indebtedness, other than Indebtedness permitted pursuant to §8.1;Permitted Indebtedness. (f) has not made and will not make any loans or advances to any third party other than any loans to tenants under the Leases for tenant improvements that are provided in the ordinary course of businessparty; (g) is and will remain solvent and pay its debts and liabilities (including, without -44- limitation, employment and overhead expenses) from its own assets as the same shall become due; (h) has done or caused to be done and will do all things necessary to observe limited liability company, partnership or corporate company formalities, as applicable, and to preserve its existence, and will not, nor will any member thereof amend, modify or otherwise change its operating agreement or other organizational documents in a manner which adversely affects such Subsidiary Property Borrower’s or Owner’s existence as a single purpose entity; (i) will conduct and operate its business as presently conducted and operated; (j) will maintain books and records and bank accounts (if any) separate from those of its affiliates, including its members; (k) 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 thereof, including any partner, member, shareholder or any affiliate of any partner, member or shareholder of such Subsidiary Property Borrower or Owner); (l) will file its own separate tax returns or if such returns are filed jointly, such Persons shall be reflected as separate entities thereon; (m) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (mn) will not, nor shall any member, partner, shareholder or affiliate, seek the dissolution or winding up, in whole or in part, of such Subsidiary Property Borrower or Owner; (no) will not enter into any transaction of merger, consolidation or other business combination, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, such Subsidiary Property Ownerany entity; (op) will not commingle the funds and other assets of such Subsidiary Property Borrower or Owner with those of any partner, member, shareholder, any affiliate or any other Person; (pq) has and will 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; (qr) does not and will not hold itself out to be responsible for the debts or obligations of any other Person other than to guaranty the Obligations of Borrower under the Loan DocumentsPerson; and (rs) shall comply with the provisions of the its Organizational Agreements.