Common use of Single Asset Entity Clause in Contracts

Single Asset Entity. The Mortgagor 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 Obligations have been fully repaid. The operating agreement of the Mortgagor shall limit its purpose to the acquisition, operation, management and disposition of the Property, and such purposes shall not be amended without the prior written consent of the Bank. The Mortgagor covenants: (c) To maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity, except that Mortgagor’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an affiliate; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (d) To conduct its own business in its own name, allocate fairly and reasonably any overhead for shared employees and office space, to maintain an arm’s length relationship with its affiliates, and to pay its own liabilities out of its own funds, to the extent of revenue generated from the operation of the Property; provided, however, the foregoing covenant shall not require the members or managers of the Mortgagor to make any additional capital contributions to the Mortgagor or cause personal liability; (e) To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations to the extent available only from the cash flow generated from the operation of the Property, and observe all organizational formalities; (f) Not to 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; (g) Not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity; (h) Not to enter into any contract or agreement with any party which is directly or indirectly controlling, controlled by or under common control with the Mortgagor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Affiliate; (i) Neither the Mortgagor nor any constituent party of the Mortgagor will seek the dissolution or winding up, in whole or in part, of the Mortgagor, nor will the Mortgagor merge with or be consolidated into any other entity; (j) The Mortgagor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Mortgagor, any Affiliate or any other person; (k) The Mortgagor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, this Mortgage, and the Loan; and any other indebtedness or other obligation of the Mortgagor has been paid in full prior to or through application of proceeds from the funding of the Loan. Notwithstanding any contrary provision in this Mortgage or in any of the Loan Documents, the following operations and activities of Borrower and its Affiliates shall not be considered a violation of the covenants contained in this Section 11: (1) offering services to residents of the Property through Affiliates of Mortgagor or other third parties for which fees and charges may be collected by Mortgagor or the Affiliate and paid to such Affiliate or third party, which may include, without limitation, cable and internet services, landscaping, snow removal, lease or sale of manufactured homes, and child care; provided that such Affiliates do not conduct their business in the name of Mortgagor and that any agreements between Mortgagor and its Affiliates relating to such services are on commercially reasonable terms similar to those of an arm’s length transaction; (2) depositing all gross revenue, whether cash, cash equivalents or similar assets, in an operating account maintained specifically for the Property (a “Property Operating Account”), after paying expenses of Mortgagor or causing Sun Communities Operating Limited Partnership, a Michigan limited partnership (“SCOLP”), and/or Sun Communities, Inc., a Michigan corporation (“Sun”), to pay such expenses, and distributing such remaining cash to Sun, SCOLP, or at the direction of Sun or SCOLP, as applicable, to any other Affiliate of Mortgagor, and in any case, distributing such remaining cash that does not belong to the Mortgagor promptly to such entities; (3) paying all payables, debts and other liabilities arising from or in connection with the operation of the Property from the Property Operating Account, or causing SCOLP and/or Sun to pay such liabilities; (4) using ancillary assets in connection with the operation of the Property held in the name of Sun, SCOLP, or any of their Affiliates, such as vehicles and office and maintenance equipment; (5) treating the Property for all purposes as part of and within the portfolio of manufactured housing communities owned by SCOLP or its Affiliates, for marketing, promotion and providing information and reports to the public or as required by any applicable law; provided, however, that Mortgagor shall conduct business in its own name or its assumed or trade name; and/or (6) allocating general overhead and administrative costs incurred by Sun and SCOLP and/or other Affiliates of Mortgagor in a fair and equitable manner.

Single Asset Entity. (a) The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PropertyPremises and personal property incidental to the ownership or operation of the Premises, or become a shareholder of or a member or partner in any entity which acquires any property other than the PropertyPremises, until such time as the Obligations have Indebtedness has been fully repaid. The operating agreement Certificate of Incorporation of the Mortgagor (the “C of I”) expressly shall limit its purpose to the acquisition, operation, management and disposition of the PropertyPremises and shall expressly include provisions identical to those set forth in this Section 15, and such purposes and provisions shall not be amended without the prior written consent of the BankMortgagee. The Until such time as the Indebtedness is paid in full, from and after the date hereof, the Mortgagor covenantswill: (ci) To maintain its assetsMaintain books and records separate from any other individual, accountscorporation, bookspartnership, recordsjoint venture, financial statementslimited liability company, stationerylimited liability partnership, invoicesassociation, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or other organization, whether or not a legal entity, and checks any governmental authority (collectively, “Person”); (ii) Maintain its bank accounts separate from and not commingled any other Person; (iii) Not commingle assets with any of those of any other person or entity, except that Mortgagor’s financial position, assets, results Person and hold all of operations and cash flows may be included its assets in the consolidated financial statements of an affiliate; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entityown name; (div) To conduct Conduct its own business in its own name, allocate fairly and reasonably any overhead for shared employees and office space, to maintain an arm’s length relationship ; (v) Maintain separate financial statements (except that the Mortgagor may be included in consolidated financial statements of another Person provided such statements are prepared in accordance with its affiliates, and to pay GAAP; (vi) Pay its own liabilities out of its own funds, to the extent of revenue generated from the operation of the Property; provided, however, the foregoing covenant shall not require the members or managers any shareholder of the Mortgagor to make any additional capital contributions to the Mortgagor or cause personal liabilityMortgagor; (evii) To hold itself out as Observe all corporate formalities; (viii) Pay the salaries of its own employees and maintain a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital sufficient number of employees in light of its contemplated business operations operations, provided, however, the foregoing shall not require any shareholder of the Mortgagor to make any additional capital contributions to the extent available only from the cash flow generated from the operation of the Property, and observe all organizational formalitiesMortgagor; (fix) Not to guarantee or become obligated for the debts of any other entity or person Person or hold out its credits credit as being available to satisfy the obligations of others, including provided that the Mortgagor and the Mortgagee acknowledge that the Permitted Exceptions listed as items 3 and 5 on Exhibit B hereto constitute existing obligations of the Mortgagor not acquiring in violation of this restriction; (x) Not acquire obligations or securities of its partnersshareholders or any of its affiliates, members or shareholdersas applicable, provided that each of the Mortgagor and the Mortgagee acknowledges that the Lease dated as of even date with this Mortgage between the Mortgagor, as lessor, and General DataComm, Inc., as lessee, constitutes an agreement with an affiliate of the Mortgagor not in violation of this restriction; (gxi) Allocate fairly and reasonably any overhead for shared office space or other expenses shared with its affiliates; (xii) Use separate stationery, invoices and checks; (xiii) Not to pledge its assets for to secure the benefit of obligations owed by any other entity or person Person or make any loans or advances to any person or Person, provided that the Mortgagor and the Mortgagee acknowledge that the Permitted Exceptions listed as items 3 and 5 on Exhibit B hereto constitute existing obligations of the Mortgagor not in violation of this restriction; (xiv) Hold itself out as a separate entity; (hxv) Not to enter into Correct any contract or agreement with any party which is directly or indirectly controlling, controlled by or under common control with the Mortgagor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Affiliateknown misunderstanding regarding its separate identity; (ixvi) Neither Maintain adequate capital in light of its contemplated business operations, provided, however, the Mortgagor nor foregoing shall not require any constituent party shareholder of the Mortgagor will seek to make any additional capital contributions to the dissolution Mortgagor; (xvii) To the fullest extent permitted by law, not dissolve, wind up or winding upliquidate, in whole or in part, consolidate or merge with or into any other Person, or convey or sell its properties and assets substantially as an entirety to any Person, except for sales expressly permitted by this Mortgage or the other Loan Documents; (xviii) Not incur, assume or guarantee any indebtedness other than the Loan evidenced and secured by this Mortgage and the other Loan Documents and debt permitted by the Loan Documents (including, if applicable, debt secured by Permitted Exceptions); (xix) Not identify itself as a division of any other Person; (xx) Not form, hold or acquire any subsidiaries; (xxi) Not make any loans to any other Person or buy or hold evidence of indebtedness issued by others (other than investment grade securities); (xxii) Enter into transactions with its affiliates only on a commercially reasonable basis and on terms similar to those available in an arms-length transaction with a third party, provided that each of the Mortgagor and the Mortgagee acknowledges that (A) the Lease dated as of even date with this Mortgage between the Mortgagor, as lessor, and General DataComm, Inc., as lessee, constitutes an agreement with an affiliate of the Mortgagor not in violation of this restriction and (B) the Permitted Exception listed as item 3 on Exhibit B hereto constitutes an existing obligation of the Mortgagor not in violation of this restriction; (xxiii) Either file its own tax returns separate from those of any other Person or file as part of the consolidated tax returns of its parent (to the extent permitted or required by applicable law and generally accepted practice), except to the extent that the Mortgagor is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law,, and pay any taxes required to be paid by it under applicable law; (xxiv) Not engage, directly or indirectly, in any business other than as required or permitted to be performed under the Loan Documents or the Mortgagor’s C of I; and (xxv) Not own any asset or property other than the Premises, the other Collateral and incidental personal property necessary for the ownership or operation of the Premises; (xxvi) Not consent to or authorize the taking of any of the actions set forth below without the prior unanimous written consent of all the members of the Board of Directors of the Mortgagor, nor will including the Mortgagor merge with Independent Director thereof: (A) file or be consolidated into consent to the filing by or against the Mortgagor, as debtor, of any other entitybankruptcy, insolvency or reorganization case or proceeding; institute any proceedings by the Mortgagor, as debtor, under any applicable insolvency law; or otherwise seek relief for the Mortgagor, as debtor, under any laws relating to the relief from debts or the protection of debtors generally; (jB) The seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Mortgagor has and will maintain its assets in such or a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party substantial portion of the Mortgagor, ’s property; (C) make any Affiliate assignment for the benefit of the creditors of the Mortgagor; or (D) take any action in furtherance of any of the foregoing. Failure of the Mortgagor to comply with any of the foregoing covenants or any other person; (k) The Mortgagor now has and will hereafter have no debts or obligations other than normal accounts payable covenants contained in the ordinary course C of business, this Mortgage, and I shall not affect the Loan; and any other indebtedness or other obligation status of the Mortgagor has been as a separate legal entity. (b) The Mortgagor, at all times until such time as the Loan is paid in full prior to full, shall have at least one (1) Independent Director (an “Independent Director”). “Independent Director” means a natural Person other than an executive officer or through application of proceeds from the funding employee of the LoanMortgagor who the Board of Directors of the Mortgagor affirmatively determines does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Notwithstanding any contrary provision in this Mortgage or in any of the Loan Documentsforegoing, the following operations and activities of Borrower and its Affiliates shall persons would not be considered a violation of the covenants contained in this Section 11: (1) offering services to residents of the Property through Affiliates of Mortgagor or other third parties for which fees and charges may be collected by Mortgagor or the Affiliate and paid to such Affiliate or third party, which may include, without limitation, cable and internet services, landscaping, snow removal, lease or sale of manufactured homes, and child care; provided that such Affiliates do not conduct their business in the name of Mortgagor and that any agreements between Mortgagor and its Affiliates relating to such services are on commercially reasonable terms similar to those of an arm’s length transaction; (2) depositing all gross revenue, whether cash, cash equivalents or similar assets, in an operating account maintained specifically for the Property (a “Property Operating Account”), after paying expenses of Mortgagor or causing Sun Communities Operating Limited Partnership, a Michigan limited partnership (“SCOLP”), and/or Sun Communities, Inc., a Michigan corporation (“Sun”), to pay such expenses, and distributing such remaining cash to Sun, SCOLP, or at the direction of Sun or SCOLP, as applicable, to any other Affiliate of Mortgagor, and in any case, distributing such remaining cash that does not belong to the Mortgagor promptly to such entities; (3) paying all payables, debts and other liabilities arising from or in connection with the operation of the Property from the Property Operating Account, or causing SCOLP and/or Sun to pay such liabilities; (4) using ancillary assets in connection with the operation of the Property held in the name of Sun, SCOLP, or any of their Affiliates, such as vehicles and office and maintenance equipment; (5) treating the Property for all purposes as part of and within the portfolio of manufactured housing communities owned by SCOLP or its Affiliates, for marketing, promotion and providing information and reports to the public or as required by any applicable law; provided, however, that Mortgagor shall conduct business in its own name or its assumed or trade name; and/or (6) allocating general overhead and administrative costs incurred by Sun and SCOLP and/or other Affiliates of Mortgagor in a fair and equitable manner.independent:

Single Asset Entity. The Mortgagor Borrower 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 that acquires or holds any property other than the Property, until such time as the Obligations have Indebtedness has been fully repaidrepaid and all Obligations are satisfied. The Borrower's articles of incorporation, partnership agreement or operating agreement of the Mortgagor shall agreement, as applicable, limit its purpose to the acquisition, operation, management operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of the BankLender. The Mortgagor Borrower covenants: (ca) To maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity, except that Mortgagor’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an affiliate; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (db) To conduct its own business in its own name, pay its own liabilities out of its own funds, pay the salaries of its own employees, allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s arm's-length relationship with its affiliates, and to pay its own liabilities out of its own funds, to the extent of revenue generated from the operation of the Property; provided, however, the foregoing covenant shall not require the members or managers of the Mortgagor to make any additional capital contributions to the Mortgagor or cause personal liability; (ec) To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations to the extent available only from the cash flow generated from the operation of the Propertyoperations, and observe all organizational formalities; (fd) Not to amend its organizational documents without Lender's approval; (e) Not to guarantee or become obligated for the debts of any other entity or person or hold out its credits credit as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders;; and (gf) Not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity; (h) Not to enter into any contract or agreement with any party which is directly or indirectly controlling, controlled by or under common control with the Mortgagor (an “Affiliate”), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Affiliate; (i) Neither the Mortgagor nor any constituent party of the Mortgagor will seek the dissolution or winding up, in whole or in part, of the Mortgagor, nor will the Mortgagor merge with or be consolidated into any other entity; (j) The Mortgagor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Mortgagor, any Affiliate or any other person; (k) The Mortgagor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, this Mortgage, and the Loan; and any other indebtedness or other obligation of the Mortgagor has been paid in full prior to or through application of proceeds from the funding of the Loan. Notwithstanding any contrary provision in this Mortgage or in any of the Loan Documents, the following operations and activities of Borrower and its Affiliates shall not be considered a violation of the covenants contained in this Section 11: (1) offering services to residents of the Property through Affiliates of Mortgagor or other third parties for which fees and charges may be collected by Mortgagor or the Affiliate and paid to such Affiliate or third party, which may include, without limitation, cable and internet services, landscaping, snow removal, lease or sale of manufactured homes, and child care; provided that such Affiliates do not conduct their business in the name of Mortgagor and that any agreements between Mortgagor and its Affiliates relating to such services are on commercially reasonable terms similar to those of an arm’s length transaction; (2) depositing all gross revenue, whether cash, cash equivalents or similar assets, in an operating account maintained specifically for the Property (a “Property Operating Account”), after paying expenses of Mortgagor or causing Sun Communities Operating Limited Partnership, a Michigan limited partnership (“SCOLP”), and/or Sun Communities, Inc., a Michigan corporation (“Sun”), to pay such expenses, and distributing such remaining cash to Sun, SCOLP, or at the direction of Sun or SCOLP, as applicable, to any other Affiliate of Mortgagor, and in any case, distributing such remaining cash that does not belong to the Mortgagor promptly to such entities; (3) paying all payables, debts and other liabilities arising from or in connection with the operation of the Property from the Property Operating Account, or causing SCOLP and/or Sun to pay such liabilities; (4) using ancillary assets in connection with the operation of the Property held in the name of Sun, SCOLP, or any of their Affiliates, such as vehicles and office and maintenance equipment; (5) treating the Property for all purposes as part of and within the portfolio of manufactured housing communities owned by SCOLP or its Affiliates, for marketing, promotion and providing information and reports to the public or as required by any applicable law; provided, however, that Mortgagor shall conduct business in its own name or its assumed or trade name; and/or (6) allocating general overhead and administrative costs incurred by Sun and SCOLP and/or other Affiliates of Mortgagor in a fair and equitable manner.

Single Asset Entity. The Mortgagor Grantor 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 Obligations have Indebtedness has been fully repaidrepaid and all Obligations are satisfied. The Grantor's articles of incorporation, partnership agreement or operating agreement of the Mortgagor shall agreement, as applicable, (w) limit its purpose to the acquisition, operationownership, management operation and disposition of the Property, (x) prohibit other activities, mergers, consolidations, and asset sales while the Loan is outstanding, (y) contain separateness covenants, and (z) provide that such purposes provisions shall not be amended without the prior written consent of the BankBeneficiary. The Mortgagor Grantor covenants: (ca) To maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity, except that Mortgagor’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an affiliate; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (db) To conduct its own business in its own name, pay its own liabilities out of its own funds (including paying salaries of its own employees), allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s 's length relationship with its affiliates, and to pay its own liabilities out of its own funds, to the extent of revenue generated from the operation of the Property; provided, however, the foregoing covenant shall not require the members or managers of the Mortgagor to make any additional capital contributions to the Mortgagor or cause personal liability; (ec) To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations to the extent available only from the cash flow generated from the operation of the Property, and observe all organizational formalities; (fd) Not to 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; (ge) Not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity; (hf) Not to enter into any contract or agreement with any Guarantor or any party which is directly or indirectly controlling, controlled by or under common control with the Mortgagor Grantor or Guarantor (an “Affiliate”"AFFILIATE"), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Guarantor or Affiliate; (ig) Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and maintain a sufficient number of employees in light of its contemplated business operations; (h) Neither the Mortgagor Grantor nor any constituent party of the Mortgagor Grantor will seek to sell assets of Grantor or the dissolution or winding up, in whole or in part, of the MortgagorGrantor, nor will the Mortgagor Grantor merge with or be consolidated into any other entity; (ji) The Mortgagor Grantor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets segregated from those of any constituent party of the MortgagorGrantor, any Affiliate Affiliate, Guarantor or any other personperson or entity; (j) Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust; (k) The Mortgagor now Since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and will hereafter have operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of businessbusiness that are not secured, this MortgageDeed of Trust, and the Loan; and any Loan it secures. Any other indebtedness or other obligation of the Mortgagor Grantor has been paid in full prior to or through application of proceeds from the funding of the Loan. Notwithstanding any contrary provision in this Mortgage or in any of the Loan Documents, the following operations and activities of Borrower and its Affiliates shall not be considered a violation of the covenants contained in this Section 11: ; and (1) offering services to residents of Grantor represents that it does not have and will not incur any other indebtedness other than (i) the Property through Affiliates of Mortgagor or other third parties for which fees and charges may be collected by Mortgagor or the Affiliate and paid to such Affiliate or third party, which may include, without limitation, cable and internet services, landscaping, snow removal, lease or sale of manufactured homes, and child care; provided that such Affiliates do not conduct their business in the name of Mortgagor and that any agreements between Mortgagor and its Affiliates relating to such services are on commercially reasonable terms similar to those of an arm’s length transactionIndebtedness; (2ii) depositing all gross revenue, whether cash, cash equivalents or similar assets, in an operating account maintained specifically for the Property unsecured trade payables (that are customary and not evidenced by a “Property Operating Account”), after paying expenses of Mortgagor or causing Sun Communities Operating Limited Partnership, a Michigan limited partnership (“SCOLP”), and/or Sun Communities, Inc., a Michigan corporation (“Sun”), to pay such expenses, and distributing such remaining cash to Sun, SCOLP, or at the direction of Sun or SCOLP, as applicable, to any other Affiliate of Mortgagor, and in any case, distributing such remaining cash that does not belong promissory note) related to the Mortgagor promptly to such entities; (3) paying all payables, debts ownership and other liabilities arising from or in connection with the operation of the Property and incurred in the ordinary course of business and which shall not exceed 60 days in duration from the Property Operating Account, or causing SCOLP and/or Sun to pay date such liabilities; (4) using ancillary assets in connection with the operation of the Property held in the name of Sun, SCOLP, or any of their Affiliates, such as vehicles and office and maintenance equipment; (5) treating the Property for all purposes as part of and within the portfolio of manufactured housing communities owned by SCOLP or its Affiliates, for marketing, promotion and providing information and reports to the public or as required by any applicable law; provided, however, that Mortgagor shall conduct business in its own name or its assumed or trade name; and/or (6) allocating general overhead and administrative costs payables are first incurred by Sun Grantor, and SCOLP and/or other Affiliates of Mortgagor in a fair which shall not exceed $260,000.00; and equitable manner(iii) the Mezzanine Debt.