Common use of Principal Place of Business; State of Organization Clause in Contracts

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its or any Mortgage Loan Party’s name, identity (including trade name or names), place of organization or formation or Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writing. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateral, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such time.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its or any Mortgage Loan Party’s name, identity (including trade name or names), place of organization or formation or Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writing. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateral, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such time.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its or any Mortgage Loan Party’s name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.36 hereof) or Borrower’s, Senior Mezzanine (except in connection with a Permitted Entity Dissolution completed subject to and in accordance with the provisions of this Agreement) Borrower’s corporate or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior written consent of Lender Lender, which consent may given or denied in writingLender’s sole discretion. Upon Lender’s request, Borrower shall shall, at Borrower’s sole cost and expense, execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral Property as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateral, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such time.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its or any Mortgage Loan PartyBorrower’s, Baltimore Owner’s or Senior Mezzanine Borrower’s name, identity (including trade name or names), place of organization or formation (as set forth in Section 4.1.1 hereof) or Borrower’s, Mortgage Borrower’s or Baltimore Owner’s, or Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writingLender. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form reasonably satisfactory to Lender listing the trade names under which Mortgage Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateraleach Individual Property, and representing and warranting that Mortgage Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to such Property, provided, that Mortgage Borrower may cause an Individual Property to be operated under a different trade name, at any time, so long as such trade name is permitted under the Properties at such timeFranchise Agreement.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its its, Mezzanine Borrower’s or any Mortgage Loan PartyBorrower’s name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.36 hereof) or Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action reasonably required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Junior Mezzanine Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writingLender, such consent not to be unreasonably withheld. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth in the introductory paragraph of this Agreement. Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateraleach Individual Property, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at each such timeIndividual Property.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, No Borrower will not cause or permit any change to be made in its or any Mortgage Loan Party’s name, identity (including its trade name or names), place of organization or formation or Borrower’s(as set forth in Section 4.1.36 hereof) or, Senior Mezzanine except in connection with a Permitted Transfer, any Borrower’s corporate or any Mortgage Borrower’s partnership or other Mortgage Loan Party’s corporate, limited liability company, partnership or other company structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action reasonably required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s corporate or any Mortgage Loan Party’s partnership or limited liability company structure, without first obtaining the prior written consent of Lender Lender, which consent may be given or denied in writingLender’s sole discretion. Upon Lender’s request, Borrower shall shall, at Borrower’s sole cost and expense, execute and deliver customary additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral Property as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form reasonably satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan CollateralProperty, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such timeProperty.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will shall not cause or permit any change to be made in its or any Mortgage Loan Party’s name, identity (including its trade name or names), place state of organization or formation or Borrower’s(as set forth in Section 4.1.36 hereof) or, Senior Mezzanine except as permitted pursuant to Section 5.2 hereof, Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, single member limited liability company, or partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, except as permitted pursuant to Section 5.2 hereof, without first obtaining the prior written consent of Lender in writingLender; provided, however, that each Loan Party shall at all times remain a single-member Delaware limited liability company or a Delaware limited partnership with two partners, one limited partner that is a single-member Delaware limited liability company and one general partner that is a Delaware limited liability company that is wholly owned by the single-member Delaware limited liability company that is the limited partner. Upon Lender’s request, Borrower shall shall, at Borrower’s sole cost and expense, execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral each Individual Property as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its their organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateral, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such timenumbers.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, No Borrower will not cause or permit any change to be made in its or any Mortgage Loan Party’s name, identity (including its trade name or names), place of organization or formation or Borrower’s(as set forth in Section 4.1.36 hereof) or, Senior Mezzanine except in connection with a Permitted Transfer, any Borrower’s corporate or any Mortgage Borrower’s partnership or other Mortgage Loan Party’s corporate, limited liability company, partnership or other company structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action reasonably required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s corporate or any Mortgage Loan Party’s partnership or limited liability company structure, without first obtaining the prior written consent of Lender Lender, which consent may be given or denied in writingLender’s sole discretion. Upon Lender’s request, Borrower shall shall, at Borrower’s sole cost and expense, execute and deliver customary additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral Property as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form reasonably satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan CollateralProperty, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such time.Property. 57

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will shall not cause or permit any change to be made in its its, Mezzanine A Borrower’s or any Mortgage Loan PartyBorrower’s name, identity (including its trade name or names), place of organization or formation or (as set forth in Section 3.1.1 hereof) of Borrower’s, Senior Mezzanine A Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, limited liability company, partnership or other structure unless Borrower, Mezzanine A Borrower or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Mortgage Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Mezzanine B Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writingLender. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, is the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth in the introductory paragraph of this Agreement. Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateral, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such time.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its or any Mortgage Loan PartyXxxxxx Borrower’s or Xxxxxx Cushion Entity’s name, identity (including trade name or names), place of organization or formation (as set forth in Section 4.1.28 hereof) or Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Xxxxxx Borrower’s or other Mortgage Loan PartyXxxxxx Cushion Entity’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writingLender. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form reasonably satisfactory to Lender listing the trade names under which Xxxxxx Mortgage Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateraleach Individual Property, and representing and warranting that Xxxxxx Mortgage Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to such Property, provided, that Borrower may cause an Individual Property to be operated under a different trade name, at any time, so long as such trade name is permitted under the Properties at such timeHospitality License and Franchise Agreement.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will shall not cause or permit any change to be made in its its, or any the Mortgage Loan PartyBorrower’s name, identity (including its trade name or names), place of organization or formation or Borrower’s(as set forth in Section 4.1.36 hereof) except as permitted pursuant to Section 5.2 hereof, Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, limited liability company, or partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, except as permitted pursuant to Section 5.2 hereof, without first obtaining the prior written consent of Lender in writingLender. Upon Lender’s request, Borrower shall shall, at Borrower’s sole cost and expense, execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral Property as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender Upon receipt of such organizational identification number. At the a written request of from Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Mortgage Borrower intends to cause or permit any Mortgage Loan Party and Operating Lessee intend to operate the Properties and the other Mortgage Loan CollateralProperty, and representing and warranting that Mortgage Borrower does business and causes each Mortgage Loan Party to Operating Lessee do business under no other trade name with respect to the Properties at such timeProperty.

Principal Place of Business; State of Organization. Except Other than as contemplated set forth in connection with a RestructuringSchedule VI hereof, Borrower will not cause or permit any change to be made in its or any Mortgage Loan Party’s name, identity (including trade name or names), corporate or partnership structure. Borrower’s principal place of organization business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or formation or Borrower’snature, Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporateregardless of the medium of recording, limited liability companyincluding software, partnership or other structure or writings, plans, specifications and schematics, has been for the characterization entire period of Borrower’s structure for U.S. federal, state, local the existence of Borrower and foreign tax purposeswill continue to be the address of Borrower set forth at the introductory paragraph of this Agreement, unless Borrower shall have first notified Lender in writing of such change at least provides Agent with thirty (30) days prior written notice of any change of the foregoing and adequate information as to the effective date new location of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writing. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business business, chief executive office and location of its books and records. Borrower’s organizational identification number, if any, assigned by the state of incorporation or place organization is correctly set forth in the introductory paragraph of organizationthis Agreement. Borrower shall promptly notify Lender Agent of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender Agent of such organizational identification number. At Notwithstanding the request of Lenderforegoing, Borrower shall be permitted to convert from a Florida corporation to a Florida limited liability company and Pledgor shall be permitted to convert from a Nevada corporation to a Nevada limited liability company, provided that each of the following conditions are satisfied prior to the date of such conversion: (i) Borrower shall provide Agent with at least forty-five (45) days’ prior written notice of the conversion of Borrower or Pledgor; (ii) no default or Event of Default shall have occurred or be continuing on the date of delivery of such written notice or on the date of such conversion; (iii) Borrower shall execute a certificate in form satisfactory and deliver, or cause any relevant Borrower Group Member to Lender listing execute and deliver, amendments to the trade names under which Borrower intends Loan Documents (including, but not limited to, amendments to cause or permit any Mortgage Loan Party to operate the Properties and Mortgage, the other Mortgage Loan Collateral, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name Pledge Agreement (with respect to the Properties at pledge of the new limited liability company interests in Borrower) and any applicable UCC filings), Borrower’s organizational documents (including, but not limited to, the addition of Article 8 opt-in language) and Pledgor’s organizational documents and such timeother documents requested by Agent that are necessary in Agent’s reasonable discretion to retain and/or confirm its perfected first-priority security interest in the applicable Collateral (including, but not limited to, execution and delivery of a certificate of limited liability company interests and reaffirmation agreements with respect to the Loan Documents); (iv) Borrower shall provide opinions of counsel, which may be relied upon by Agent, Lender and their successors and assigns with respect to any amendments or documents executed pursuant to the preceding clause (iii), with respect to the converted Borrower and Pledgor, which counsel and opinions shall be reasonably satisfactory to Agent; (iv) Borrower shall provide updated, as of the date of such conversion, representations and warranties made in the Loan Documents to the extent applicable; (v) Borrower shall obtain any necessary endorsements to the Title Insurance Policy to insure that since the date of the Title Insurance Policy, there has been no change in the status of title to the Mortgaged Property; and (vi) Borrower shall pay all costs and expenses incurred by Agent (including reasonable attorneys’ fees) and all recording, stamp, intangible or other similar tax in connection with such conversion.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower and each other Loan Party will not cause or permit any change to be made in its or any Mortgage Loan Party’s name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.36 hereof) or Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage such Loan Party’s corporate, partnership, limited liability company, partnership company or other organization structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower or such other Loan Party shall have first notified Lender in writing of such change at least thirty twenty (3020) days prior to the effective date of such change, and Borrower’s or such Loan Party’s shall have first taken take all action reasonably required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage other Loan Party’s structure, except as expressly permitted pursuant to Section 5.2.10 hereof, without first obtaining the prior written consent of Lender in writingLender. Upon Lender’s request, Borrower shall and each other Loan Party shall, at such Loan Party’s sole cost and expense, execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral Property as a result of such change of principal place of business or place of organization. Borrower’s and each other Loan Party’s principal place of business and chief executive office, and the place where Borrower or such Loan Party keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower or such other Loan Party) and will continue to be the address of Borrower and each other Loan Party set forth at the introductory paragraph of this Agreement (unless Borrower or such other Loan Party notifies Lender in writing at least twenty (20) USActive 30748472.10 -69- days prior to the date of such change). Borrower and each other Loan Party shall promptly notify Lender of any change in its organizational identification number. If Borrower or any other Loan Party does not now have an organizational identification number and later obtains one, Borrower or such other Loan Party shall promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateral, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such time.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its or any Mortgage Loan PartyBorrower’s or Baltimore Owner’s name, identity (including trade name or names), place of organization or formation (as set forth in Section 4.1.1 hereof) or Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage Loan PartyBaltimore Owner’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writingLender. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form reasonably satisfactory to Lender listing the trade names under which Mortgage Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateraleach Individual Property, and representing and warranting that Mortgage Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to such Property, provided, that Mortgage Borrower may cause an Individual Property to be operated under a different trade name, at any time, so long as such trade name is permitted under the Properties at such timeFranchise Agreement.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its or Mortgage Borrower’s, Baltimore Owner’s or any Mortgage Loan PartySenior Mezzanine Borrower’s name, identity (including trade name or names), place of organization or formation (as set forth in Section 4.1.1 hereof) or Borrower’s, Mortgage Borrower’s or Baltimore Owner’s, or any Senior Mezzanine Borrower’s or any Mortgage Borrower’s or other Mortgage Loan Party’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s, Senior Mezzanine Borrower’s or any Mortgage Loan Party’s structure, without first obtaining the prior consent of Lender in writingLender. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form reasonably satisfactory to Lender listing the trade names under which Mortgage Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateraleach Individual Property, and representing and warranting that Mortgage Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to such Property, provided, that Mortgage Borrower may cause an Individual Property to be operated under a different trade name, at any time, so long as such trade name is permitted under the Properties at such timeFranchise Agreement.

Principal Place of Business; State of Organization. Except as contemplated in connection with a Restructuring, Borrower will not cause or permit any change to be made in its Pledgor’s, Mortgage Borrower’s, Operating Company’s or any Mortgage Loan PartyPrincipal’s name, identity (including their respective trade name or names), place of organization or formation or (as set forth in Section 4.1.36 hereof) or, except as otherwise expressly permitted by this Agreement, Pledgor’s, Mortgage Borrower’s, Senior Mezzanine BorrowerOperating Company’s or any Mortgage BorrowerPrincipal’s corporate or other Mortgage Loan Party’s corporate, limited liability company, partnership or other structure or the characterization of Borrower’s structure for U.S. federal, state, local and foreign tax purposes, unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting, maintaining perfection perfecting or otherwise continuing, preserving and protecting the lien and security interests of Lender pursuant to this Agreement, the Pledge Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Pledgor’s, Mortgage Borrower’s, Senior Mezzanine BorrowerOperating Company’s or any Mortgage Loan PartyPrincipal’s structure, without first obtaining the prior written consent of Lender Lender, which consent may be given or denied in writingLender’s sole discretion. Upon Lender’s request, Borrower shall Pledgor shall, at Pledgor’s sole cost and expense, execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Pledgor’s principal place of business and chief executive office, and the place where Pledgor keeps its respective books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Pledgor) and will continue to be the address of Pledgor set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its Pledgor’s respective organizational identification number. If Borrower Pledgor does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to cause or permit any Mortgage Loan Party to operate the Properties and the other Mortgage Loan Collateral, and representing and warranting that Borrower does business and causes each Mortgage Loan Party to do business under no other trade name with respect to the Properties at such time.