Common use of Single Asset Entity Clause in Contracts

Single Asset Entity. Borrower and any other entity required by Lender to be a Special Purpose Entity pursuant to the provisions of this PARAGRAPH 17 or otherwise (a "REQUIRED SPE") shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Borrower's and any Required SPE's articles of incorporation, partnership agreement or operating agreement, as applicable, (w) as to Borrower, limit its purpose to the acquisition, ownership, operation and disposition of the Property, and as to any Required SPE, limit its purpose to acting as the general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company, (x) prohibit other activities, mergers, consolidations and asset sales while the Loan is outstanding until such time as the Indebtedness has been fully repaid, (y) contain separateness covenants satisfactory to Lender, and (z) provide that such provisions shall not be amended without the prior written consent of Lender. Borrower covenants that: (a) Borrower is organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Loan Documents with the Lender, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; and any Required SPE is organized solely for the purpose of acting as a general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company; (b) Borrower is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property, and any Required SPE is not engaged and will not engage in any business unrelated to (1) acting as general partner of the limited partnership that owns the Property, (2) acting as a member of the limited liability company that owns the Property, (3) acting as general partner of any Required SPE which is a limited partnership, or (4) acting as a member of any Required SPE which is a limited liability company; (c) Borrower does not have and will not have any assets other than those related to the Property and any Required SPE does not have and will not have any assets other than its partnership interest in the limited partnership that owns the Property, or its membership interest in the limited liability company that owns the Property or acts as the general partner of such limited partnership or managing member of such limited liability company, as applicable; (d) neither Borrower nor any Required SPE have engaged, sought or consented to and will not, without the affirmative vote of all of its members, managers, directors or general partners, as applicable, engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests, or amendment of its limited partnership agreement, articles of incorporation, bylaws, articles of organization, certificate of formation, limited liability company agreement and/or operating agreement (as

Single Asset Entity. Borrower and any other entity required by Lender to be a Special Purpose Entity pursuant to the provisions of this PARAGRAPH 17 or otherwise (a "REQUIRED SPE") shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Borrower's and any Required SPE's articles of incorporation, partnership agreement or operating agreement, as applicable, (w) as to Borrower, limit its purpose to the acquisition, ownership, operation and disposition of the Property, and as to any Required SPE, limit its purpose to acting as the general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company, (x) prohibit other activities, mergers, consolidations and asset sales while the Loan is outstanding until such time as the Indebtedness has been fully repaid, (y) contain separateness covenants satisfactory to Lender, and (z) provide that such provisions shall not be amended without the prior written consent of Lender. Borrower covenants that: (a) Borrower is organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Loan Documents with the Lender, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; and any Required SPE is organized solely for the purpose of acting as a general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company; (b) Borrower is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property, and any Required SPE is not engaged and will not engage in any business unrelated to (1) acting as general partner of the limited partnership that owns the Property, (2) acting as a member of the limited liability company that owns the Property, (3) acting as general partner of any Required SPE which is a limited partnership, or (4) acting as a member of any Required SPE which is a limited liability company; (c) Borrower does not have and will not have any assets other than those related to the Property and any Required SPE does not have and will not have any assets other than its partnership interest in the limited partnership that owns the Property, or its membership interest in the limited liability company that owns the Property or acts as the general partner of such limited partnership or managing member of such limited liability company, as applicable; (d) neither Borrower nor any Required SPE have engaged, sought or consented to and will not, without the affirmative vote of all of its members, managers, directors or general partners, as applicable, engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests, or amendment of its limited partnership agreement, articles of incorporation, bylaws, articles of organization, certificate of formation, limited liability company agreement and/or operating agreement (asas applicable) with respect to the matters set forth in this definition (in each case, except as permitted hereunder or otherwise with Lender's prior written consent); (e) Any Borrower or Required SPE that is a limited partnership has as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies; (f) Any Borrower or Required SPE that is a limited liability company, if such limited liability company has more than one member, has at least one manager that is a Special Purpose Entity; (g) Any Borrower or Required SPE that is a limited liability company, if such limited liability company has only one member, (1) has been formed under Delaware law and (2) has either a corporation or other person or entity that shall become a member of the limited liability company upon the dissolution or disassociation of the member, and

Single Asset Entity. Borrower and any other entity required by Lender to be a Special Purpose Entity pursuant to the provisions of this PARAGRAPH Paragraph 17 or otherwise (a "REQUIRED “Required SPE"”) shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Borrower's ’s and any Required SPE's ’s articles of incorporation, partnership agreement or operating agreement, as applicable, (w) as to Borrower, limit its purpose to the acquisition, ownership, operation and disposition of the Property, and as to any Required SPE, limit its purpose to acting as the general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company, (x) prohibit other activities, mergers, consolidations and asset sales while the Loan is outstanding until such time as the Indebtedness has been fully repaid, (y) contain separateness covenants satisfactory to Lender, and (z) provide that such provisions shall not be amended without the prior written consent of Lender. Borrower covenants that: (a) Borrower is organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Loan Documents with the Lender, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; and any Required SPE is organized solely for the purpose of acting as a general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company; (b) Borrower is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property, and any Required SPE is not engaged and will not engage in any business unrelated to (1) acting as general partner of the limited partnership that owns the Property, (2) acting as a member of the limited liability company that owns the Property, (3) acting as general partner of any Required SPE which is a limited partnership, or (4) acting as a member of any Required SPE which is a limited liability company; (c) Borrower does not have and will not have any assets other than those related to the Property and any Required SPE does not have and will not have any assets other than its partnership interest in the limited partnership that owns the Property, or its membership interest in the limited liability company that owns the Property or acts as the general partner of such limited partnership or managing member of such limited liability company, as applicable; (d) neither Borrower nor any Required SPE have engaged, sought or consented to and will not, without the affirmative vote of all of its members, managers, directors or general partners, as applicable, engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests, or amendment of its limited partnership agreement, articles of incorporation, bylaws, articles of organization, certificate of formation, limited liability company agreement and/or operating agreement (asas applicable) with respect to the matters set forth in this definition (in each case, except as permitted hereunder or otherwise with Lender’s prior written consent); (e) Any Borrower or Required SPE that is a limited partnership has as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies; (f) Any Borrower or Required SPE that is a limited liability company, if such limited liability company has more than one member, has at least one manager that is a Special Purpose Entity; (g) Any Borrower or Required SPE that is a limited liability company, if such limited liability company has only one member, (1) has been formed under Delaware law and (2) has either a corporation or other person or entity that shall become a member of the limited liability company upon the dissolution or disassociation of the member, and (3) will not cause or allow such entity to take any action related to a bankruptcy or insolvency proceeding or a voluntary dissolution without the unanimous affirmative vote of 100% of the managers; (h) Borrower and any Required SPE (1) have articles of organization, a certificate of formation, limited liability company agreement and/or an operating agreement, as applicable (if such entity is a limited liability company), (2) have a limited partnership agreement (if such entity is a limited partnership), or (3) have a certificate of incorporation, articles or bylaws (if such entity is a corporation) that, in each case, provide that such entity will not, without the affirmative vote of all of its members, managers, directors, or general partners, as applicable: (i) dissolve, merge, liquidate or consolidate and, as to any Required SPE, permit Borrower (as applicable) to dissolve, merge, liquidate, or consolidate; (ii) except as permitted herein, sell all or substantially all of its assets or, as to any Required SPE, the assets of the Borrower (as applicable), (iii) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition without the consent of the Lender; or (iv) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or, as to any Required SPE, with respect to Borrower (as applicable); (i) Borrower and any Required SPE have not and shall not, without the affirmative vote of all of its member, managers, directors or general partners, as applicable: (i) dissolve, merge, liquidate, or consolidate, or, as to any Required SPE, permit Borrower (as applicable) to dissolve, merge, liquidate, or consolidate; (ii) except as permitted herein, sell all or substantially all of its assets or, as to any Required SPE, the assets of the Borrower (as applicable), (iii) engage in any other business activity, or amend its organizational documents, or, with respect to any Required SPE, amend the organizational documents of Borrower, with respect to the matters set forth in this definition without the consent of the Lender; or (iv) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or, as to any Required SPE, with respect to Borrower; (j) each of Borrower and any Required SPE is solvent and pays its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same become due, and endeavors to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (k) each of Borrower and any Required SPE has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity; (l) each of Borrower and any Required SPE will file its own tax returns; provided, however, that its assets and income may be included in a consolidated tax return of its parent companies if inclusion on such consolidated tax return is in compliance with applicable law or, in the event that such Borrower or Required SPE is a disregarded entity for federal tax purposes, then its assets and income may be included on the tax returns filed by its owner; (m) each of Borrower and any Required SPE has maintained and will maintain its own resolutions and agreements; (n) each of Borrower and any Required SPE (1) has not commingled and will not commingle its funds or assets with those of any other person, (2) will pay its obligations solely with its own assets, and (3) has not participated and will not participate in any cash management system with any other person other than Lender; (o) each of Borrower and any Required SPE has held and will hold its assets in its own name; (p) each of Borrower and any Required SPE has conducted and will conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower; (q) each of Borrower and any Required SPE has maintained and will maintain its balance sheets, operating statements and other entity documents separate from any other Person and has not permitted and will not permit its assets to be listed as assets on the financial statement of any other entity except as required or permitted by generally accepted accounting principles; provided, however, that any such consolidated financial statement shall contain a note indicating that it maintains separate balance sheets and operating statements for such Borrower or Required SPE, respectively, and, if it is the Borrower, for the Property. (r) each of Borrower and any Required SPE has a sufficient number of employees in light of its contemplated business operations, which may be none; (s) each of Borrower and any Required SPE has observed and will observe all partnership, corporate or limited liability company formalities, as applicable; (t) each of Borrower and any Required SPE has no, and will have no, Indebtedness (including loans (whether or not such loans are evidenced by a written agreement) between such Borrower or Required SPE, respectively, and any Affiliates of Borrower) other than (i) with respect to Borrower, the Loan; and (ii) with respect to Borrower or any Required SPE, unsecured liabilities incurred in the ordinary course of business relating to the routine administration of Borrower or such Required SPE, respectively, and, with respect to Borrower only, unsecured liabilities incurred in the ordinary course of business relating to the ownership and operation of the Property, which liabilities are owed to unrelated third parties, are not more than sixty (60) days past the date incurred (unless disputed in accordance with applicable law), are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, and shall not exceed two percent (2%) of the outstanding principal balance of the Loan; (u) each of Borrower and any Required SPE will not guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders (except to the extent that any Required SPE acting as the general partner of Borrower may become liable for the debts of Borrower, where Borrower is a limited partnership); (v) each of Borrower and any Required SPE has not and will not acquire obligations of its partners, members or shareholders or any other Affiliate; (w) each of Borrower and any Required SPE has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate; (x) each of Borrower and any Required SPE has not maintained or used, and will not maintain or use, invoices and checks bearing the name of any other Person, and will use its own stationery for written communications with all other Persons; (y) each of Borrower and any Required SPE has not pledged and will not pledge its assets for the benefit of any other Person except as permitted or required pursuant to this Mortgage; (z) each of Borrower and any Required SPE has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower; (aa) each of Borrower and any Required SPE has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (bb) each of Borrower and any Required SPE has not made and will not make loans to any Person or hold evidence of indebtedness issued by any other person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity); (cc) each of Borrower and any Required SPE has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person (except to the extent such treatment may be required under the federal income tax law and similar state law for disregarded entities); (dd) each of Borrower and any Required SPE has not entered into or been a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; (ee) each of Borrower and any Required SPE does not and will not have any of its obligations guaranteed by any Affiliate except as otherwise required in the Loan Documents; and (ff) each of Borrower and any Required SPE has complied and will comply with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct. For purposes of the foregoing:

Single Asset Entity. Borrower Grantor and any other entity required by Lender Beneficiary to be a Special Purpose Entity pursuant to the provisions of this PARAGRAPH Paragraph 17 or otherwise (a "REQUIRED “Required SPE"”) shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Borrower's Grantor’s and any Required SPE's ’s articles of incorporation, partnership agreement or operating agreement, as applicable, (w) as to BorrowerGrantor, limit its purpose to the acquisition, ownership, operation and disposition of the Property, and as to any Required SPE, limit its purpose to acting as the general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company, (x) prohibit other activities, mergers, consolidations and asset sales while the Loan is outstanding until such time as the Indebtedness has been fully repaid, (y) contain separateness covenants satisfactory to LenderBeneficiary, and (z) provide that such provisions shall not be amended without the prior written consent of LenderBeneficiary. Borrower Grantor covenants that: (a) Borrower Grantor is organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Loan Documents with the LenderBeneficiary, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; and any Required SPE is organized solely for the purpose of acting as a general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company; (b) Borrower Grantor is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property, and any Required SPE is not engaged and will not engage in any business unrelated to (1) acting as general partner of the limited partnership that owns the Property, (2) acting as a member of the limited liability company that owns the Property, (3) acting as general partner of any Required SPE which is a limited partnership, or (4) acting as a member of any Required SPE which is a limited liability company; (c) Borrower Grantor does not have and will not have any assets other than those related to the Property and any Required SPE does not have and will not have any assets other than its partnership interest in the limited partnership that owns the Property, or its membership interest in the limited liability company that owns the Property or acts as the general partner of such limited partnership or managing member of such limited liability company, as applicable; (d) neither Borrower Grantor nor any Required SPE have engaged, sought or consented to and will not, without the affirmative vote of all of its members, managers, directors or general partners, as applicable, engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests, or amendment of its limited partnership agreement, articles of incorporation, bylaws, articles of organization, certificate of formation, limited liability company agreement and/or operating agreement (asas applicable) with respect to the matters set forth in this definition (in each case, except as permitted hereunder or otherwise with Beneficiary’s prior written consent); (e) Any Grantor or Required SPE that is a limited partnership has as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies; (f) Any Grantor or Required SPE that is a limited liability company, if such limited liability company has more than one member, has at least one manager that is a Special Purpose Entity; (g) Any Grantor or Required SPE that is a limited liability company, if such limited liability company has only one member, (1) has been formed under Delaware law and (2) has either a corporation or other person or entity that shall become a member of the limited liability company upon the dissolution or disassociation of the member, and (3) will not cause or allow such entity to take any action related to a bankruptcy or insolvency proceeding or a voluntary dissolution without the unanimous affirmative vote of 100% of the managers; (h) Grantor and any Required SPE (1) have articles of organization, a certificate of formation, limited liability company agreement and/or an operating agreement, as applicable (if such entity is a limited liability company), (2) have a limited partnership agreement (if such entity is a limited partnership), or (3) have a certificate of incorporation, articles or bylaws (if such entity is a corporation) that, in each case, provide that such entity will not, without the affirmative vote of all of its members, managers, directors, or general partners, as applicable: (i) dissolve, merge, liquidate or consolidate and, as to any Required SPE, permit Grantor (as applicable) to dissolve, merge, liquidate, or consolidate; (ii) except as permitted herein, sell all or substantially all of its assets or, as to any Required SPE, the assets of the Grantor (as applicable), (iii) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition without the consent of the Beneficiary; or (iv) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or, as to any Required SPE, with respect to Grantor (as applicable); (i) Grantor and any Required SPE have not and shall not, without the affirmative vote of all of its member, managers, directors or general partners, as applicable: (i) dissolve, merge, liquidate, or consolidate, or, as to any Required SPE, permit Grantor (as applicable) to dissolve, merge, liquidate, or consolidate; (ii) except as permitted herein, sell all or substantially all of its assets or, as to any Required SPE, the assets of the Grantor (as applicable), (iii) engage in any other business activity, or amend its organizational documents, or, with respect to any Required SPE, amend the organizational documents of Grantor, with respect to the matters set forth in this definition without the consent of the Beneficiary; or (iv) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or, as to any Required SPE, with respect to Grantor; (j) each of Grantor and any Required SPE is solvent and pays its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same become due, and endeavors to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (k) each of Grantor and any Required SPE has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity; (l) each of Grantor and any Required SPE will file its own tax returns; provided, however, that its assets and income may be included in a consolidated tax return of its parent companies if inclusion on such consolidated tax return is in compliance with applicable law or, in the event that such Grantor or Required SPE is a disregarded entity for federal tax purposes, then its assets and income may be included on the tax returns filed by its owner; (m) each of Grantor and any Required SPE has maintained and will maintain its own resolutions and agreements; (n) each of Grantor and any Required SPE (1) has not commingled and will not commingle its funds or assets with those of any other person, (2) will pay its obligations solely with its own assets, and (3) has not participated and will not participate in any cash management system with any other person other than Beneficiary; (o) each of Grantor and any Required SPE has held and will hold its assets in its own name; (p) each of Grantor and any Required SPE has conducted and will conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of Grantor; (q) each of Grantor and any Required SPE has maintained and will maintain its balance sheets, operating statements and other entity documents separate from any other Person and has not permitted and will not permit its assets to be listed as assets on the financial statement of any other entity except as required or permitted by generally accepted accounting principles; provided, however, that any such consolidated financial statement shall contain a note indicating that it maintains separate balance sheets and operating statements for such Grantor or Required SPE, respectively, and, if it is the Grantor, for the Property. (r) each of Grantor and any Required SPE has a sufficient number of employees in light of its contemplated business operations, which may be none; (s) each of Grantor and any Required SPE has observed and will observe all partnership, corporate or limited liability company formalities, as applicable; (t) each of Grantor and any Required SPE has no, and will have no, Indebtedness (including loans (whether or not such loans are evidenced by a written agreement) between such Grantor or Required SPE, respectively, and any Affiliates of Grantor) other than (i) with respect to Grantor, the Loan and the Concurrent Subordinate Indebtedness , (ii) with respect to Grantor or any Required SPE, unsecured liabilities incurred in the ordinary course of business relating to the routine administration of Grantor or such Required SPE, respectively, and, with respect to Grantor only, unsecured liabilities incurred in the ordinary course of business relating to the ownership and operation of the Property, which liabilities are owed to unrelated third parties, are not more than sixty (60) days past the date incurred (unless disputed in accordance with applicable law), are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, and shall not exceed two percent (2%) of the outstanding principal balance of the Loan; (u) each of Grantor and any Required SPE will not guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders (except to the extent that any Required SPE acting as the general partner of Grantor may become liable for the debts of Grantor, where Grantor is a limited partnership); (v) each of Grantor and any Required SPE has not and will not acquire obligations of its partners, members or shareholders or any other Affiliate; (w) each of Grantor and any Required SPE has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate; (x) each of Grantor and any Required SPE has not maintained or used, and will not maintain or use, invoices and checks bearing the name of any other Person, and will use its own stationery for written communications with all other Persons; (y) each of Grantor and any Required SPE has not pledged and will not pledge its assets for the benefit of any other Person except as permitted or required pursuant to this Deed of Trust; (z) each of Grantor and any Required SPE has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Grantor; (aa) each of Grantor and any Required SPE has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (bb) each of Grantor and any Required SPE has not made and will not make loans to any Person or hold evidence of indebtedness issued by any other person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity); (cc) each of Grantor and any Required SPE has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person (except to the extent such treatment may be required under the federal income tax law and similar state law for disregarded entities); (dd) each of Grantor and any Required SPE has not entered into or been a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; (ee) each of Grantor and any Required SPE does not and will not have any of its obligations guaranteed by any Affiliate except as otherwise required in the Loan Documents; and (ff) each of Grantor and any Required SPE has complied and will comply with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct. For purposes of the foregoing:

Single Asset Entity. Borrower Grantor and any other entity required by Lender Beneficiary to be a Special Purpose Entity pursuant to the provisions of this PARAGRAPH Paragraph 17 or otherwise (a "REQUIRED “Required SPE"”) shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfiedrepaid. Borrower's Grantor’s and any Required SPE's ’s articles of incorporation, partnership agreement or operating agreement, as applicable, (w) as to BorrowerGrantor, limit its purpose to the acquisition, ownership, operation and disposition of the Property, and as to any Required SPE, limit its purpose to acting as the general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company, (x) prohibit other activities, mergers, consolidations and asset sales while the Loan is outstanding until such time as the Indebtedness has been fully repaid, (y) contain separateness covenants satisfactory to LenderBeneficiary, and (z) provide that such provisions shall not be amended without the prior written consent of LenderBeneficiary. Borrower Grantor covenants that: (a) Borrower Grantor is organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Loan Documents with the LenderBeneficiary, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; and any Required SPE is organized solely for the purpose of acting as a general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company; (b) Borrower Grantor is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property, and any Required SPE is not engaged and will not engage in any business unrelated to (1) acting as general partner of the limited partnership that owns the Property, (2) acting as a member of the limited liability company that owns the Property, (3) acting as general partner of any Required SPE which is a limited partnership, or (4) acting as a member of any Required SPE which is a limited liability company; (c) Borrower Grantor does not have and will not have any assets other than those related to the Property and any Required SPE does not have and will not have any assets other than its partnership interest in the limited partnership that owns the Property, or its membership member interest in the limited liability company that owns the Property or acts as the general partner of such limited partnership or managing member of such limited liability company, as applicable; (d) neither Borrower Grantor nor any Required SPE have engaged, sought or consented to and will not, without the affirmative vote of all of its members, managers, directors or general partners, as applicableapplicable (including the Independent Person(s) (as hereinafter defined)), engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests, or amendment of its limited partnership agreement, articles of incorporation, bylaws, articles of organization, certificate of formation, limited liability company agreement and/or operating agreement (asas applicable) with respect to the matters set forth in this definition (in each case, except as permitted hereunder or otherwise with Beneficiary’s prior written consent); (e) Any Grantor or Required SPE that is a limited partnership has as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies; (f) Any Grantor or Required SPE that is a limited liability company, if such limited liability company has more than one member, has at least one manager that is a Special Purpose Entity that owns at least 1.0% (one percent) of the equity of such limited liability company; (g) Any Grantor or Required SPE that is a limited liability company, if such limited liability company has only one member, (1) has been formed under Delaware law and (2) has an individual or entity, which is an Independent Person(s) or Required SPE, respectively, that shall become a member of the limited liability company upon the dissolution or disassociation of the member; (h) Grantor and any Required SPE (1) have articles of organization, a certificate of formation, limited liability company agreement and/or an operating agreement, as applicable (if such entity is a limited liability company), (2) have a limited partnership agreement (if such entity is a limited partnership), or (3) have a certificate of incorporation, articles or bylaws (if such entity is a corporation) that, in each case, provide that such entity will not, without the affirmative vote of all (including the Independent Person(s)) of its members, managers, directors, or general partners, as applicable: (i) dissolve, merge, liquidate or consolidate and, as to any Required SPE, permit Grantor (as applicable) to dissolve, merge, liquidate, or consolidate; (ii) except as permitted herein, sell all or substantially all of its assets or, as to any Required SPE, the assets of the Grantor (as applicable), (iii) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition without the consent of the Beneficiary; or (iv) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or, as to any Required SPE, with respect to Grantor (as applicable); (i) Grantor and any Required SPE have not and shall not, without the affirmative vote of all (including the Independent Person(s)) of its member, managers, directors or general partners, as applicable: (i) dissolve, merge, liquidate, or consolidate, or, as to any Required SPE, permit Grantor (as applicable) to dissolve, merge, liquidate, or consolidate; (ii) except as permitted herein, sell all or substantially all of its assets or, as to any Required SPE, the assets of the Grantor (as applicable), (iii) engage in any other business activity, or amend its organizational documents, or, with respect to any Required SPE, amend the organizational documents of Grantor, with respect to the matters set forth in this definition without the consent of the Beneficiary; or (iv) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or, as to any Required SPE, with respect to Grantor; (j) each of Grantor and any Required SPE is solvent and pays its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same become due, and endeavors to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (k) each of Grantor and any Required SPE has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity; (l) each of Grantor and any Required SPE will file its own tax returns; provided, however, that its assets and income may be included in a consolidated tax return of its parent companies if inclusion on such consolidated tax return is in compliance with applicable law or, in the event that such Grantor or Required SPE is a disregarded entity for federal tax purposes, then its assets and income may be included on the tax returns filed by its owner; (m) each of Grantor and any Required SPE has maintained and will maintain its own resolutions and agreements; (n) each of Grantor and any Required SPE (1) has not commingled and will not commingle its funds or assets with those of any other person, (2) will pay its obligations solely with its own assets, and (3) has not participated and will not participate in any cash management system with any other person other than Beneficiary; (o) each of Grantor and any Required SPE has held and will hold its assets in its own name; (p) each of Grantor and any Required SPE has conducted and will conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of Grantor; (q) each of Grantor and any Required SPE has maintained and will maintain its balance sheets, operating statements and other entity documents separate from any other Person and has not permitted and will not permit its assets to be listed as assets on the financial statement of any other entity except as required or permitted by generally accepted accounting principles; provided, however, that any such consolidated financial statement shall contain a note indicating that it maintains separate balance sheets and operating statements for such Grantor or Required SPE, respectively, and, if it is the Grantor, for the Property. (r) each of Grantor and any Required SPE has a sufficient number of employees in light of its contemplated business operations, which may be none; (s) each of Grantor and any Required SPE has observed and will observe all partnership, corporate or limited liability company formalities, as applicable; (t) each of Grantor and any Required SPE has no, and will have no, Indebtedness (including loans (whether or not such loans are evidenced by a written agreement) between such Grantor or Required SPE, respectively, and any Affiliates of Grantor) other than (i) with respect to Grantor, the Loan, (ii) with respect to Grantor or any Required SPE, unsecured liabilities incurred in the ordinary course of business relating to the routine administration of Grantor or such Required SPE, respectively, and, with respect to Grantor only, unsecured liabilities incurred in the ordinary course of business relating to the ownership and operation of the Property, which liabilities are owed to unrelated third parties, are not more than sixty (60) days past the date incurred (unless disputed in accordance with applicable law), are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, and shall not exceed $1,900,000.00; (u) each of Grantor and any Required SPE will not guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders (except to the extent that any Required SPE acting as the general partner of Grantor may become liable for the debts of Grantor, where Grantor is a limited partnership); (v) each of Grantor and any Required SPE has not and will not acquire obligations of its partners, members or shareholders or any other Affiliate; (w) each of Grantor and any Required SPE has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate; (x) each of Grantor and any Required SPE has not maintained or used, and will not maintain or use, invoices and checks bearing the name of any other Person, and will use its own stationery for written communications with all other Persons; (y) each of Grantor and any Required SPE has not pledged and will not pledge its assets for the benefit of any other Person except as permitted or required pursuant to this Deed of Trust; (z) each of Grantor and any Required SPE has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Grantor; (aa) each of Grantor and any Required SPE has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (bb) each of Grantor and any Required SPE has not made and will not make loans to any Person or hold evidence of indebtedness issued by any other person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity); (cc) each of Grantor and any Required SPE has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person (except to the extent such treatment may be required under the federal income tax law and similar state law for disregarded entities); (dd) each of Grantor and any Required SPE has not entered into or been a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; (ee) each of Grantor and any Required SPE does not and will not have any of its obligations guaranteed by any Affiliate except as otherwise required in the Loan Documents; (ff) each of Grantor and any Required SPE has complied and will comply with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; (gg) each of Grantor and any Required SPE has at all times on its board of directors (if such entity is a corporation) at least two (2) Independent Persons that are directors, who shall be selected by Grantor or such Required SPE, respectively, but which must be reasonably satisfactory to Beneficiary; (hh) each of Grantor and any Required SPE (if such entity is a limited liability company) has at all times at least two (2) Independent Persons who shall act as managers of the limited liability company, who shall be selected by Grantor or such Required SPE, respectively, but which must be reasonably satisfactory to Beneficiary; and (ii) all of the general partners of each of Grantor and any Required SPE (if such Grantor or such Required SPE is a limited partnership) shall have at all times at least two (2) Independent Persons who shall act as the managers of the limited liability company (if such general partner is a limited liability company), or who shall act as directors on such general partner’s board of directors (if such general partner is a corporation), all of which Independent Persons shall be selected by Grantor or such Required SPE, respectively, but which must be reasonably satisfactory to Beneficiary. For purposes of the foregoing: