Common use of Single Purpose Entity Covenants Clause in Contracts

Single Purpose Entity Covenants. Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are paid in full, that without, in each case, the prior written consent of Lender (which may be withheld or conditioned by Lender in its sole and absolute discretion for any reason or for no reason): (a) The sole purpose of Borrower has been, is and will be, to acquire, own, hold, maintain, and operate the Property, together with such other activities as may be necessary or advisable in connection with the ownership of the Property. Borrower has not engaged, and does not and shall not engage, in any business, and it has and shall have no purpose, unrelated to ownership of the Property. Borrower has not owned, does not own and shall not acquire, any real property or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of Borrower. (b) Neither Borrower, nor any general partner, manager or managing member (a “Controlling Entity”) of Borrower, as applicable, shall have the authority to perform any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, the Loan Documents). (c) Borrower shall not: (1) make any loans to the holder (directly or indirectly) of any equity interests in Borrower (collectively, the “Equity Holders”), any Affiliate (as defined below) of Borrower or of any Equity Holders; (2) except as expressly permitted by the Lender in writing, sell, encumber (except with respect to the Lender) or otherwise transfer or dispose of all or substantially all of the properties of Borrower (a sale or disposition will be deemed to be “all or substantially all of the properties of Borrower” if the sale or disposition includes the Property or if the total value of the properties sold or disposed of in such transaction and during the twelve months preceding such transaction is sixty six and two thirds percent (66-2/3%) or more in value of Borrower’s total assets as of the end of the most recently completed fiscal year of Borrower); (3) to the fullest extent permitted by law, dissolve, wind-up, or liquidate Borrower; (4) merge, consolidate or acquire all or substantially all of the assets of an Affiliate of same or other person or entity; (5) change the nature of the business conducted by Borrower; or (6) except as permitted by the Lender in writing, amend, modify or otherwise change the Organizational Documents (as defined below) of Borrower (which approval, after a Secondary Market Transaction with respect to the Loan, may be conditioned upon Lender’s receipt of confirmation from each of the applicable Rating Agencies that such amendment, modification or change would not result in the qualification, withdrawal or downgrade of any securities rating). (d) Borrower shall not, and no Equity Holder or other person or entity on behalf of Borrower shall, without the prior written affirmative vote of one hundred percent (100%) of the members, partners or stockholders of Borrower: (1) institute proceedings to be adjudicated bankrupt or insolvent; (2) consent to the institution of bankruptcy or insolvency proceedings against it; (3) file a petition seeking, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy (but the foregoing clause (2) shall not apply to Persons that own shares in a Publicly Traded Corporation); (4) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (5) make any assignment for the benefit of creditors; (6) admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (7) take any action in furtherance of any such action ((1) through (7) above, with respect to any individual or entity, collectively, a “Bankruptcy Action”). (e) Borrower shall have no indebtedness or incur any liability other than (1) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, provided, however, that such unsecured indebtedness or liabilities (y) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed three percent (3%) of the original principal amount of the Loan and (z) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (2) the Obligations. No indebtedness other than the Loan shall be secured (senior, subordinated or pari passu) by the Property. (f) The following provisions shall apply only when Borrower is a limited liability company or a partnership. A Bankruptcy Action by or against any partner or member of Borrower, as applicable, shall not cause such partner or member of Borrower, as applicable, to cease to be a partner or member of Borrower and upon the occurrence of a Bankruptcy Action, Borrower shall continue without dissolution. Additionally, to the fullest extent permitted by law, if any partner or member of Borrower, as applicable, ceases to be a partner or member of Borrower, as applicable, such event shall not terminate Borrower and Borrower shall continue without dissolution. (g) Borrower shall at all times observe the applicable legal requirements for the recognition of Borrower as a legal entity separate from any Equity Holders or Affiliates of Borrower or of any Equity Holder, including, without limitation, as follows: (1) Borrower shall either (a) maintain its principal executive office and telephone and facsimile numbers separate from that of any Affiliate of Borrower or of any Equity Holder and shall conspicuously identify such office and numbers as its own, or (b) shall allocate by written agreement fairly and reasonably any rent, overhead and expenses for shared office space. Additionally, Borrower shall use its own separate stationery, invoices and checks which reflects its name, address, telephone number and facsimile number. (2) Borrower shall maintain correct and complete financial statements, accounts, books and records and other entity documents separate from those of any Affiliate of Borrower or of any Equity Holder or any other person or entity (except that Borrower Parties may have one bank account). Borrower shall prepare unaudited quarterly and annual financial statements, and Borrower’s financial statements shall substantially comply with generally accepted accounting principles. (3) Borrower shall maintain its own separate bank accounts (except that Borrower Parties may have one bank account), payroll and correct, complete and separate books of account. (4) Borrower shall file or cause to be filed its own separate tax returns, or may be consolidated with the tax returns of the Indemnitor, as the case may be. (5) Borrower shall hold itself out to the public (including any of its Affiliates’ creditors) under Borrower’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate of Borrower or of any Equity Holder. (6) Borrower shall observe all customary formalities regarding the existence of Borrower, including holding meetings and maintaining current and accurate minute books separate from those of any Affiliate of Borrower or of any Equity Holder. (7) Borrower shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized officers and agents. No Affiliate of Borrower or of any Equity Holder other than Gladstone Limited Partnership shall be appointed or act as agent of Borrower, other than as a property manager or leasing agent with respect to the Property. (8) Investments shall be made in the name of Borrower directly by Borrower or on its behalf by brokers engaged and paid by Borrower. (9) Except as required by Lender, Borrower shall not guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Equity Holder or any Affiliate of Borrower, nor shall it make any loan, except as permitted in the Loan Documents.

Single Purpose Entity Covenants. Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are paid in full, covenants that without, in each case, the without Lender's prior written consent of Lender (consent, which may be withheld or conditioned by Lender in its Lender's sole discretion, and absolute discretion for any reason or for no reason): (a) The sole purpose of except as otherwise expressly permitted hereunder, Borrower has beennot, is and will be, to acquire, own, hold, maintain, and operate the Property, together with such other activities as may be necessary or advisable in connection with the ownership of the Property. Borrower has not engaged, and does not and shall not engage, in any business, and it has and shall have no purpose, unrelated to ownership of the Property. Borrower has not owned, does not own and shall not acquire, any real property or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of Borrower. (b) Neither Borrower, nor any general partner, manager or managing member (a “Controlling Entity”) of Borrower, as applicable, shall have the authority to perform any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, the Loan Documents). (c) Borrower shall not: (1a) make engage in any loans to business or activity other than the holder (directly or indirectly) ownership, management, construction and operation of any equity interests in Borrower (collectively, the “Equity Holders”), any Affiliate (as defined below) of Borrower or of any Equity HoldersProject; (2b) except acquire or own any material assets other than the Project, and such incidental personal property as expressly permitted by may be necessary for the Lender operation of the Project; (c) merge into or consolidate with any Person or entity or dissolve, terminate or liquidate in writingwhole or in part, sell, encumber (except with respect to the Lender) transfer or otherwise transfer or dispose of all or substantially all of the properties of Borrower (a sale its assets or disposition will be deemed to be “change its legal structure or acquire by purchase or otherwise all or substantially all the business or assets of, or stock or other evidence of beneficial ownership of, any Person, without in each case the properties prior written consent of Borrower” if the sale Lender, which consent may be withheld or disposition includes the Property or if the total value of the properties sold or disposed of delayed in such transaction Lender's sole and during the twelve months preceding such transaction is sixty six and two thirds percent (66-2/3%) or more in value of Borrower’s total assets as of the end of the most recently completed fiscal year of Borrower)absolute discretion; (3d) fail to preserve its (i) existence as an entity duly organized, validly existing and in good standing under the fullest extent permitted by law, dissolve, wind-uplaws of the State of Delaware or (ii) qualification to do business in the State, or liquidate without the prior written consent of Lender amend, modify, terminate or fail to comply with the provisions of Borrower's formation documents, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Borrower to perform its obligations under the applicable Loan Documents or jeopardize Borrower's existence as a single purpose entity; (4e) mergeown any subsidiary or make any investment in, consolidate or acquire all or substantially all any Person without the consent of Lender; (f) commingle its assets with the assets of an any of its Affiliates, or of any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than other indebtedness, if any, expressly permitted under this Agreement, provided that any such debt is paid before such payments are past due; (h) become insolvent and fail to pay its debts, liabilities and obligations of any kind, including all administrative expenses, from its own separate assets as the same shall become due; (i) fail to maintain its records, books or accounts and bank accounts separate and apart from those of any Affiliate of same or Borrower, any Affiliate of a partner of Borrower and any other person Person or entity; (5j) change the nature enter into any contract or agreement with any of the business conducted by Borrower; orits Affiliates except on terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an Affiliate or as provided in this Agreement; (6k) seek the dissolution or winding up in whole, or in part, of Borrower; (l) maintain its assets in such manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any partner, member, constituent, principal or Affiliate of Borrower, or any member, general partner, principal or Affiliate thereof, or any other person; (m) hold itself out to be responsible for the debts of another Person except as specifically permitted in this Agreement; (n) make any loans or advances to any third party, including any partner, member, constituent, principal or Affiliate of Borrower or any member, general partner, principal or Affiliate thereof; (o) fail to file its own tax returns; provided, however, that Borrower may file a consolidated tax return with any of its Affiliates, but only because such consolidated tax return is required by applicable Laws, and provided such consolidated tax return includes footnotes identifying the separate assets or liabilities of Borrower and/or its Affiliates, as applicable; (p) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any partner, principal, member of Affiliate or Borrower, or any partner, principal, member or Affiliate thereof) except as specifically permitted by the Lender in writing, amend, modify or otherwise change the Organizational Documents (as defined below) of Borrower (which approval, after a Secondary Market Transaction with respect to the Loan, may be conditioned upon Lender’s receipt of confirmation from each of the applicable Rating Agencies that such amendment, modification or change would not result in the qualification, withdrawal or downgrade of any securities rating).this Agreement; (dq) Borrower shall not, fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and no Equity Holder character and in light of its contemplated business operations; (r) file or other person or entity on behalf of Borrower shall, without the prior written affirmative vote of one hundred percent (100%) of the members, partners or stockholders of Borrower: (1) institute proceedings to be adjudicated bankrupt or insolvent; (2) consent to the institution filing of bankruptcy any petition, either voluntary or insolvency proceedings against it; (3) file a petition seekinginvoluntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy (but the foregoing clause (2) shall not apply to Persons that own shares in a Publicly Traded Corporation); (4) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (5) make any an assignment for the benefit of creditors; (6) admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (7) take any action in furtherance of any such action ((1) through (7) above, with respect to any individual or entity, collectively, a “Bankruptcy Action”).; (es) Borrower shall have no indebtedness or incur any liability other than (1) unsecured debts and liabilities for trade payables and accrued expenses incurred fail to maintain a reasonably sufficient number of employees in the ordinary course light of its contemplated business of operating operations if any employees are required for the Property, provided, however, that such unsecured indebtedness or liabilities (y) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed three percent (3%) of the original principal amount of the Loan and (z) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (2) the Obligations. No indebtedness other than the Loan shall be secured (senior, subordinated or pari passu) by the Property.contemplated business operations; (ft) The following provisions shall apply only when Borrower is a limited liability company or a partnership. A Bankruptcy Action by or against any partner or member of Borrower, as applicable, shall not cause such partner or member of Borrower, as applicable, fail to cease to be a partner or member of Borrower and upon the occurrence of a Bankruptcy Action, Borrower shall continue without dissolution. Additionally, to the fullest extent permitted by law, if any partner or member of Borrower, as applicable, ceases to be a partner or member of Borrower, as applicable, such event shall not terminate Borrower and Borrower shall continue without dissolution. (g) Borrower shall at all times observe the applicable legal requirements for the recognition of Borrower as a legal entity separate from any Equity Holders or Affiliates of Borrower or of any Equity Holder, including, without limitation, as follows: (1) Borrower shall either (a) maintain its principal executive office and telephone and facsimile numbers separate from that of any Affiliate of Borrower or of any Equity Holder and shall conspicuously identify such office and numbers as its own, or (b) shall allocate by written agreement fairly and reasonably any rentoverhead expenses that are shared with any of their respective partners, overhead members, principals or Affiliates of Borrower, any guarantor or indemnitor, or any partner, member, principal or Affiliate thereof, including paying for office space and expenses for shared office space. Additionallyservices performed by any employee of any of their respective partners, Borrower shall use its own separate stationeryof any members, invoices and checks which reflects its nameprincipals or Affiliates, addressany guarantor or indemnitor, telephone number and facsimile number.or any partner, member, principal or Affiliate of any thereof; (2u) Borrower shall except to the extent required by generally accepted accounting principles or applicable law, fail to maintain correct and complete separate financial statements, accountswhich shows its assets and liabilities, books separate and records and other entity documents separate apart from those of any Affiliate of Borrower other Person or of any Equity Holder or any other person or entity (except that Borrower Parties may have one bank account). Borrower shall prepare unaudited quarterly and annual financial statements, and Borrower’s financial statements shall substantially comply with generally accepted accounting principles. (3) Borrower shall maintain its own separate bank accounts (except that Borrower Parties may have one bank account), payroll and correct, complete and separate books of account. (4) Borrower shall file or cause to be filed its own separate tax returns, or may be consolidated with the tax returns of the Indemnitor, as the case may be. (5) Borrower shall hold itself out to the public (including any of its Affiliates’ creditors) under Borrower’s own name and as a separate and distinct entity and not as a department, division or otherwise have its assets listed in the financial statement of any Affiliate of Borrower or of any Equity Holder.other entity; or (6v) Borrower shall observe all customary formalities fail to correct any known misunderstanding regarding the existence of Borrower, including holding meetings and maintaining current and accurate minute books its separate from those of any Affiliate of Borrower or of any Equity Holderidentity. (7) Borrower shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized officers and agents. No Affiliate of Borrower or of any Equity Holder other than Gladstone Limited Partnership shall be appointed or act as agent of Borrower, other than as a property manager or leasing agent with respect to the Property. (8) Investments shall be made in the name of Borrower directly by Borrower or on its behalf by brokers engaged and paid by Borrower. (9) Except as required by Lender, Borrower shall not guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Equity Holder or any Affiliate of Borrower, nor shall it make any loan, except as permitted in the Loan Documents.

Single Purpose Entity Covenants. Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are paid in full, covenants that without, in each case, the without Lender’s prior written consent of Lender (consent, which may be withheld or conditioned by Lender in its Lender’s sole discretion, and absolute discretion for any reason or for no reason): (a) The sole purpose of except as otherwise expressly permitted hereunder, Borrower has beennot, is and will be, to acquire, own, hold, maintain, and operate the Property, together with such other activities as may be necessary or advisable in connection with the ownership of the Property. Borrower has not engaged, and does not and shall not engage, in any business, and it has and shall have no purpose, unrelated to ownership of the Property. Borrower has not owned, does not own and shall not acquire, any real property or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of Borrower. (b) Neither Borrower, nor any general partner, manager or managing member (a “Controlling Entity”) of Borrower, as applicable, shall have the authority to perform any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, the Loan Documents). (c) Borrower shall not: (1a) make engage in any loans to business or activity other than the holder (directly or indirectly) ownership, management, construction and operation of any equity interests in Borrower (collectively, the “Equity Holders”), any Affiliate (as defined below) of Borrower or of any Equity HoldersProject; (2b) except acquire or own any material assets other than the Project, and such incidental personal property as expressly permitted by may be necessary for the Lender operation of the Project; (c) merge into or consolidate with any Person or entity or dissolve, terminate or liquidate in writingwhole or in part, sell, encumber (except with respect to the Lender) transfer or otherwise transfer or dispose of all or substantially all of the properties of Borrower (a sale its assets or disposition will be deemed to be “change its legal structure or acquire by purchase or otherwise all or substantially all the business or assets of, or stock or other evidence of beneficial ownership of, any Person, without in each case the prior written consent of Lender, which consent may be withheld or delayed in Lender’s sole and absolute discretion; (d) fail to preserve its (i) existence as an entity duly organized, validly existing and in good standing under the laws of the properties State of Borrower” if Delaware or (ii) qualification to do business in the sale State, or disposition includes without the Property prior written consent of Lender amend, modify, terminate or if fail to comply with the total value of the properties sold or disposed of in such transaction and during the twelve months preceding such transaction is sixty six and two thirds percent (66-2/3%) or more in value provisions of Borrower’s total assets formation documents, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Borrower to perform its obligations under the end of the most recently completed fiscal year of applicable Loan Documents or jeopardize Borrower)’s existence as a single purpose entity; (3e) to own any subsidiary or make any investment in, any Person without the fullest extent permitted by law, dissolve, wind-up, or liquidate Borrowerconsent of Lender; (4f) merge, consolidate or acquire all or substantially all of commingle its assets with the assets of an any of its Affiliates, or of any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than other indebtedness, if any, expressly permitted under this Agreement, provided that any such debt is paid before such payments are past due; (h) become insolvent and fail to pay its debts, liabilities and obligations of any kind, including all administrative expenses, from its own separate assets as the same shall become due; (i) fail to maintain its records, books or accounts and bank accounts separate and apart from those of any Affiliate of same or Borrower, any Affiliate of a partner of Borrower and any other person Person or entity; (5j) change the nature enter into any contract or agreement with any of the business conducted by Borrower; orits Affiliates except on terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an Affiliate or as provided in this Agreement; (6k) seek the dissolution or winding up in whole, or in part, of Borrower; (l) maintain its assets in such manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any partner, member, constituent, principal or Affiliate of Borrower, or any member, general partner, principal or Affiliate thereof, or any other person; (m) hold itself out to be responsible for the debts of another Person except as specifically permitted in this Agreement; (n) make any loans or advances to any third party, including any partner, member, constituent, principal or Affiliate of Borrower or any member, general partner, principal or Affiliate thereof; (o) fail to file its own tax returns; provided, however, that Borrower may file a consolidated tax return with any of its Affiliates, but only because such consolidated tax return is required by applicable Laws, and provided such consolidated tax return includes footnotes identifying the separate assets or liabilities of Borrower and/or its Affiliates, as applicable; (p) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any partner, principal, member of Affiliate or Borrower, or any partner, principal, member or Affiliate thereof) except as specifically permitted by the Lender in writing, amend, modify or otherwise change the Organizational Documents (as defined below) of Borrower (which approval, after a Secondary Market Transaction with respect to the Loan, may be conditioned upon Lender’s receipt of confirmation from each of the applicable Rating Agencies that such amendment, modification or change would not result in the qualification, withdrawal or downgrade of any securities rating).this Agreement; (dq) Borrower shall not, fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and no Equity Holder character and in light of its contemplated business operations; (r) file or other person or entity on behalf of Borrower shall, without the prior written affirmative vote of one hundred percent (100%) of the members, partners or stockholders of Borrower: (1) institute proceedings to be adjudicated bankrupt or insolvent; (2) consent to the institution filing of bankruptcy any petition, either voluntary or insolvency proceedings against it; (3) file a petition seekinginvoluntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy (but the foregoing clause (2) shall not apply to Persons that own shares in a Publicly Traded Corporation); (4) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (5) make any an assignment for the benefit of creditors; (6) admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (7) take any action in furtherance of any such action ((1) through (7) above, with respect to any individual or entity, collectively, a “Bankruptcy Action”).; (es) Borrower shall have no indebtedness or incur any liability other than (1) unsecured debts and liabilities for trade payables and accrued expenses incurred fail to maintain a reasonably sufficient number of employees in the ordinary course light of its contemplated business of operating operations if any employees are required for the Property, provided, however, that such unsecured indebtedness or liabilities (y) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed three percent (3%) of the original principal amount of the Loan and (z) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (2) the Obligations. No indebtedness other than the Loan shall be secured (senior, subordinated or pari passu) by the Property.contemplated business operations; (ft) The following provisions shall apply only when Borrower is a limited liability company or a partnership. A Bankruptcy Action by or against any partner or member of Borrower, as applicable, shall not cause such partner or member of Borrower, as applicable, fail to cease to be a partner or member of Borrower and upon the occurrence of a Bankruptcy Action, Borrower shall continue without dissolution. Additionally, to the fullest extent permitted by law, if any partner or member of Borrower, as applicable, ceases to be a partner or member of Borrower, as applicable, such event shall not terminate Borrower and Borrower shall continue without dissolution. (g) Borrower shall at all times observe the applicable legal requirements for the recognition of Borrower as a legal entity separate from any Equity Holders or Affiliates of Borrower or of any Equity Holder, including, without limitation, as follows: (1) Borrower shall either (a) maintain its principal executive office and telephone and facsimile numbers separate from that of any Affiliate of Borrower or of any Equity Holder and shall conspicuously identify such office and numbers as its own, or (b) shall allocate by written agreement fairly and reasonably any rentoverhead expenses that are shared with any of their respective partners, overhead members, principals or Affiliates of Borrower, any guarantor or indemnitor, or any partner, member, principal or Affiliate thereof, including paying for office space and expenses for shared office space. Additionallyservices performed by any employee of any of their respective partners, Borrower shall use its own separate stationeryof any members, invoices and checks which reflects its nameprincipals or Affiliates, addressany guarantor or indemnitor, telephone number and facsimile number.or any partner, member, principal or Affiliate of any thereof; (2u) Borrower shall except to the extent required by generally accepted accounting principles or applicable law, fail to maintain correct and complete separate financial statements, accountswhich shows its assets and liabilities, books separate and records and other entity documents separate apart from those of any Affiliate of Borrower other Person or of any Equity Holder or any other person or entity (except that Borrower Parties may have one bank account). Borrower shall prepare unaudited quarterly and annual financial statements, and Borrower’s financial statements shall substantially comply with generally accepted accounting principles. (3) Borrower shall maintain its own separate bank accounts (except that Borrower Parties may have one bank account), payroll and correct, complete and separate books of account. (4) Borrower shall file or cause to be filed its own separate tax returns, or may be consolidated with the tax returns of the Indemnitor, as the case may be. (5) Borrower shall hold itself out to the public (including any of its Affiliates’ creditors) under Borrower’s own name and as a separate and distinct entity and not as a department, division or otherwise have its assets listed in the financial statement of any Affiliate of Borrower or of any Equity Holder.other entity; or (6v) Borrower shall observe all customary formalities fail to correct any known misunderstanding regarding the existence of Borrower, including holding meetings and maintaining current and accurate minute books its separate from those of any Affiliate of Borrower or of any Equity Holderidentity. (7) Borrower shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized officers and agents. No Affiliate of Borrower or of any Equity Holder other than Gladstone Limited Partnership shall be appointed or act as agent of Borrower, other than as a property manager or leasing agent with respect to the Property. (8) Investments shall be made in the name of Borrower directly by Borrower or on its behalf by brokers engaged and paid by Borrower. (9) Except as required by Lender, Borrower shall not guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Equity Holder or any Affiliate of Borrower, nor shall it make any loan, except as permitted in the Loan Documents.

Single Purpose Entity Covenants. Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are Debt is paid in full, that without, in each case, the prior written consent of Lender (which may be withheld or conditioned by Lender in its sole and absolute discretion for any reason or for no reason): (a) The sole purpose of Borrower has been, is and will be, to acquire, own, hold, maintain, and operate the Property, together with such other activities as may be necessary or advisable in connection with the ownership and operation of the Property. Borrower has not engaged, and does not and shall not engage, in any business, and it has and shall have no purpose, unrelated to ownership of the Property. Borrower has not owned, does not own and shall not acquire, any real property or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of Borrower. (b) Neither BorrowerBorrower shall at all times satisfy one of the following requirements: (i) Borrower shall be a corporation that, nor any at all times, has an Independent Director; (ii) Borrower shall be an SPE-Qualifying LLC that at all times has an Independent Director; (iii) Borrower shall be a limited partnership as to which, at all times, each general partnerpartner is an SPE Component Entity; or (iv) Borrower shall be a limited liability company (other than an SPE-Qualifying LLC) as to which, manager or managing at all times, at least one member (a “Controlling shall be an SPE Component Entity”) of Borrower, as applicable, shall have the authority to perform any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, the Loan Documents). (c) Borrower shall not: (1i) make any loans to the holder (directly or indirectly) of any equity interests in Borrower (collectively, the “Equity Holders”)Affiliate, any Equity Holder or any Affiliate (as defined below) of Borrower or of any Equity HoldersHolder; (2ii) except as expressly permitted by the Lender in writingwriting (including, without limitation, as contemplated by Section 4.11 of this Agreement), sell, encumber (except with respect to the Lender) or otherwise transfer or dispose of all or substantially all of the its properties of Borrower (a sale or disposition will be deemed to be “all or substantially all of the properties of Borrowerits properties” if the sale or disposition includes the Property or if the total value of the properties sold or disposed of in such transaction and during the twelve months preceding such transaction is sixty six and two thirds percent (66-2/3%) or more in value of Borrower’s its total assets as of the end of the most recently completed fiscal year of Borroweryear); (3iii) to the fullest extent permitted by law, dissolve, wind-up, or liquidate Borrower; (4) mergeliquidate, or merge or consolidate with, or acquire all or substantially all of the assets of an Affiliate of same or of, any other person or entityentity (whether or not an Affiliate); (5iv) change the nature of the business conducted by Borrowerit; (v) act in a manner not consistent with the assumptions of any Non-Consolidation Opinion delivered to Lender in connection with the closing of the Loan, or in connection with any Transfer; (vi) perform, nor shall any Controlling Entity of Borrower have the authority to cause Borrower to perform, any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, this Agreement and the other Loan Documents); or (6vii) except as permitted by the Lender in writing, amend, modify or otherwise change the its Organizational Documents (as defined below) of Borrower (which approval, after a Secondary Market Transaction with respect to the Loan, may be conditioned upon Lender’s receipt of confirmation from each of the applicable a Rating Agencies that such amendment, modification or change would not result in the qualification, withdrawal or downgrade of any securities ratingConfirmation). (d) Borrower shall not, and no Equity Holder or other person or entity on behalf of Borrower shall, without Without the prior written affirmative vote of both (1) one hundred percent (100%) of the members, partners or stockholders of Borrower: (1) institute proceedings to be adjudicated bankrupt or insolvent; , and (2) consent to the institution Independent Directors of bankruptcy or insolvency proceedings against it; Borrower and/or (3if applicable) file a petition seekingof any SPE Component Entity of Borrower, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy (but the foregoing clause (2) Borrower shall not apply to Persons that own shares in undertake a Publicly Traded Corporation); (4) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (5) make any assignment for the benefit of creditors; (6) admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (7) take any action in furtherance of any such action ((1) through (7) above, with respect to any individual or entity, collectively, a “Bankruptcy Action”). (e) Borrower shall have no indebtedness (including any PACE Loan) or incur any liability other than (1i) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, ; provided, however, that such unsecured indebtedness or liabilities (yA) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed three two percent (32%) of the original principal amount of the Loan Loan, and (zB) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred incurred, and (2ii) the ObligationsDebt. No indebtedness (including any PACE Loan) other than the Loan shall be secured (senior, subordinated or pari passu) by the Property. (f) The following provisions of this Section 4.27(f) shall apply only at all times when Borrower is a limited liability company or a partnership. A Bankruptcy Action by or against any partner or member of Borrower, as applicable, shall not cause such partner or member of Borrower, as applicable, to cease to be a partner or member of Borrower and upon the occurrence of a Bankruptcy Action, Borrower shall continue without dissolution. Additionally, to the fullest extent permitted by law, if any partner or member of Borrower, as applicable, ceases to be a partner or member of Borrower, as applicable, such event shall not terminate Borrower and Borrower shall continue without dissolution. (g) Borrower shall at all times observe the applicable legal requirements for the recognition of Borrower as a legal entity separate from any Equity Holders Holder or Affiliates of Borrower or of any Equity Holder, including, without limitation, as follows: (1i) Borrower It shall either (aA) maintain its principal executive office and telephone and facsimile numbers separate from that of any Affiliate of Borrower or of any Equity Holder and shall conspicuously identify such office and numbers as its own, or (bB) shall allocate by written agreement fairly and reasonably any rent, overhead and expenses for shared office space. Additionally, Borrower it shall use its own separate stationery, invoices and checks which reflects its name, address, telephone number and facsimile number. (2ii) Borrower It shall maintain correct and complete financial statements, accounts, books and records and other entity documents separate from those of any Affiliate of Borrower or of any Equity Holder or any other person or entity (except that Borrower Parties may have one bank account)entity. Borrower It shall prepare unaudited quarterly and annual financial statements, and Borrower’s its financial statements shall substantially comply with generally accepted accounting principles. (3iii) Borrower It shall maintain its own separate bank accounts (except that Borrower Parties may have one bank account)accounts, payroll and correct, complete and separate books of account. (4iv) Borrower It shall file or cause to be filed its own separate tax returns, or may be consolidated with the if required to file tax returns of the Indemnitor, as the case may bereturns. (5v) Borrower It shall hold itself out to the public (including any of its Affiliates’ creditors) under Borrower’s its own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate of Borrower or of any Equity Holder. (6vi) Borrower It shall observe all customary formalities regarding the existence of Borrowerits existence, including holding meetings and maintaining current and accurate minute entity record books separate from those of any Affiliate of Borrower or of any Equity Holder. (7vii) Borrower It shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized officers and agents. No Affiliate of Borrower or of any Equity Holder other than Gladstone Limited Partnership shall be appointed or act as its agent of (except that, with respect to Borrower, other than an Affiliate or Equity Holder may serve as a property manager or leasing agent Property Manager with respect to the PropertyProperty if in accordance with Section 4.24 hereof). (8) viii) Investments shall be made in the its name of Borrower directly by Borrower it or on its behalf by brokers engaged and paid by Borrowerit. (9ix) Except as required by Lender, Borrower it shall not guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Equity Holder or any Affiliate of BorrowerAffiliate, nor shall it make any loan, except as permitted in the Loan Documents. (x) It was solvent as of the date of its formation and remains solvent as of the date hereof, and will not make any distribution or dividend if doing so would cause it not to be solvent. (xi) Its assets shall be separately identified, maintained and segregated. Its assets shall at all times be held by or on behalf of it and, if held on its behalf by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by it. This restriction requires, among other things, that (A) funds shall be deposited or invested in its name, (B) funds shall not be commingled with the funds of any Affiliate or any Equity Holder, (C) it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliate or any Equity Holder, and (D) its funds shall be used only for its business. (xii) It shall maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any Equity Holder. (xiii) It shall pay or cause to be paid its own liabilities and expenses of any kind, including but not limited to salaries of its employees, only out of its own separate funds and assets. (xiv) It shall at all times be adequately capitalized to engage in the transactions contemplated at its formation, and will not make any distribution or dividend if doing so would cause it not to be adequately capitalized. (xv) It shall not do any act which would make it impossible to carry on its ordinary business. (xvi) All data and records (including computer records) used by it or any Affiliate in the collection and administration of any loan shall reflect its ownership interest therein. (xvii) None of its funds shall be invested in securities issued by, nor shall it acquire the indebtedness or obligation of, any Affiliate or any Equity Holder. (xviii) It shall maintain an arm’s length relationship with each of its Affiliates and Equity Holders, and may enter into contracts or transact business with its Affiliates or Equity Holders only on commercially reasonable terms that are no less favorable to it than is obtainable in the market from a person or entity that is not an Affiliate or Equity Holder. (xix) It shall correct any misunderstanding that is known to it regarding its name or separate identity. (h) Any indemnification obligation of Borrower to any Equity Holder shall (i) be fully subordinated to the Loan, and (ii) not constitute a claim against Borrower or its assets until such time as the Loan has been indefeasibly paid in accordance with its terms and otherwise has been fully discharged (or, if applicable, defeased as contemplated by this Agreement). (i) As to Borrower, or any SPE Component Entity with an Independent Director, the Organizational Documents shall also include provisions substantially comparable to the following (together with such modifications as may be approved (or, in the case of any Buyer or other Transfer, required) by Lender based on changes in relevant law or market standards after the date of this Agreement): (i) To the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, the Independent Director shall consider only the interests of this entity (and, in the case of an SPE Component Entity, of Borrower), including its creditors, in exercising such person’s authority as an Independent Director. Except for duties to the entity in which it is an Independent Director (and, in the case of an SPE Component Entity, duties to Borrower) as set forth in the immediately preceding sentence (including duties to creditors solely to the extent of their respective economic interests in Borrower or such SPE Component Entity, but excluding (i) all other interests of such entity, (ii) the interests of other Affiliates of such entity, and (iii) the interests of any group of Affiliates of which the entity is a part), the Independent Directors shall not have any fiduciary duties to the entity, any other member or director of such entity, or to Borrower or Lender); provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. (ii) To the fullest extent permitted by law, an Independent Director shall not be liable to the entity in which it serves for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. (iii) No Independent Director shall resign or be removed or replaced, in each case unless Lender receives not less than five (5) business days’ prior written notice of (a) any proposed resignation or removal or replacement of such Independent Director, and (b) the identity of the proposed replacement Independent Director, together with evidence satisfactory to Lender that such replacement satisfies the applicable requirements to be an Independent Director, in each case except for removal of an Independent Director by reason of (y) acts or omissions by such Independent Director that constitute willful disregard of such Independent Director’s duties, in accordance with the standards set forth herein, or (z) such Independent Director having engaged in or having been charged with, or having been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, in which case a replacement Independent Director shall be identified and elected or appointed within five (5) business days after Borrower (or, if applicable, such SPE Component Entity) knew or was deemed to have known thereof. (j) Borrower shall cause the Organizational Documents of Borrower to include, at all times, substantially all of the requirements of this Section 4.27, in a manner satisfactory to Lender.

Single Purpose Entity Covenants. Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are paid in full, that without, in each case, the prior written consent of Lender (which may be withheld or conditioned by Lender Lxxxxx in its sole and absolute discretion for any reason or for no reason): (a) The sole purpose of Borrower has been, is and will be, to acquire, own, hold, maintain, and operate the Property, together with such other activities as may be necessary or advisable in connection with the ownership of the Property. Borrower Bxxxxxxx has not engaged, and does not and shall not engage, in any business, and it has and shall have no purpose, unrelated to ownership of the Property. Borrower has not owned, does not own and shall not acquire, any real property or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of Borrower. (b) Neither BorrowerNxxxxxx Xxxxxxxx, nor any general partner, manager or managing member (a “Controlling Entity”) of Borrower, as applicable, shall have the authority to perform any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, the Loan Documents). (c) Borrower shall not: (1) make any loans to the holder (directly or indirectly) of any equity interests in Borrower (collectively, the “Equity Holders”), any Affiliate (as defined below) of Borrower or of any Equity Holders; (2) except as expressly permitted by the Lender in writing, sell, encumber (except with respect to the Lender) or otherwise transfer or dispose of all or substantially all of the properties of Borrower (a sale or disposition will be deemed to be “all or substantially all of the properties of Borrower” if the sale or disposition includes the Property or if the total value of the properties sold or disposed of in such transaction and during the twelve months preceding such transaction is sixty six and two thirds percent (66-2/3%) or more in value of Borrower’s total assets as of the end of the most recently completed fiscal year of Borrower); (3) to the fullest extent permitted by law, dissolve, wind-up, or liquidate Borrower; (4) merge, consolidate or acquire all or substantially all of the assets of an Affiliate of same or other person or entity; (5) change the nature of the business conducted by BorrowerBxxxxxxx; or (6) except as permitted by the Lender in writing, amend, modify or otherwise change the Organizational Documents (as defined below) of Borrower (which approval, after a Secondary Market Transaction with respect to the Loan, may be conditioned upon LenderLxxxxx’s receipt of confirmation from each of the applicable Rating Agencies that such amendment, modification or change would not result in the qualification, withdrawal or downgrade of any securities rating). (d) Borrower shall not, and no Equity Holder or other person or entity on behalf of Borrower shall, without the prior written affirmative vote of one hundred percent (100%) of the members, partners or stockholders of Borrower: (1) institute proceedings to be adjudicated bankrupt or insolvent; (2) consent to the institution of bankruptcy or insolvency proceedings against it; (3) file a petition seeking, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy (but the foregoing clause (2) shall not apply to Persons that own shares in a Publicly Traded Corporation); (4) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (5) make any assignment for the benefit of creditors; (6) admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (7) take any action in furtherance of any such action ((1) through (7) above, with respect to any individual or entity, collectively, a “Bankruptcy Action”). (e) Borrower shall have no indebtedness or incur any liability other than (1) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, provided, however, that such unsecured indebtedness or liabilities (y) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed three percent (3%) of the original principal amount of the Loan and (z) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (2) the Obligations. No indebtedness other than the Loan shall be secured (senior, subordinated or pari passu) by the Property. (f) The following provisions shall apply only when Borrower is a limited liability company or a partnership. A Bankruptcy Action by or against any partner or member of Borrower, as applicable, shall not cause such partner or member of Borrower, as applicable, to cease to be a partner or member of Borrower and upon the occurrence of a Bankruptcy Action, Borrower shall continue without dissolution. Additionally, to the fullest extent permitted by law, if any partner or member of Borrower, as applicable, ceases to be a partner or member of Borrower, as applicable, such event shall not terminate Borrower and Borrower shall continue without dissolution. (g) Borrower shall at all times observe the applicable legal requirements for the recognition of Borrower as a legal entity separate from any Equity Holders or Affiliates of Borrower or of any Equity Holder, including, without limitation, as follows: (1) Borrower shall either (a) maintain its principal executive office and telephone and facsimile numbers separate from that of any Affiliate of Borrower or of any Equity Holder and shall conspicuously identify such office and numbers as its own, or (b) shall allocate by written agreement fairly and reasonably any rent, overhead and expenses for shared office space. Additionally, Borrower shall use its own separate stationery, invoices and checks which reflects its name, address, telephone number and facsimile number. (2) Borrower shall maintain correct and complete financial statements, accounts, books and records and other entity documents separate from those of any Affiliate of Borrower or of any Equity Holder or any other person or entity (except that Borrower Parties may have one bank account). Borrower shall prepare unaudited quarterly and annual financial statements, and BorrowerBxxxxxxx’s financial statements shall substantially comply with generally accepted accounting principles. (3) Borrower shall maintain its own separate bank accounts (except that Borrower Parties may have one bank account), payroll and correct, complete and separate books of account. (4) Borrower shall file or cause to be filed its own separate tax returns, or may be consolidated with the tax returns of the Indemnitor, as the case may be. (5) Borrower shall hold itself out to the public (including any of its Affiliates’ creditors) under Borrower’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate of Borrower or of any Equity Holder. (6) Borrower shall observe all customary formalities regarding the existence of Borrower, including holding meetings and maintaining current and accurate minute books separate from those of any Affiliate of Borrower or of any Equity Holder. (7) Borrower shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized officers and agents. No Affiliate of Borrower or of any Equity Holder other than Gladstone Limited Partnership shall be appointed or act as agent of Borrower, other than as a property manager or leasing agent with respect to the Property. (8) Investments shall be made in the name of Borrower directly by Borrower Bxxxxxxx or on its behalf by brokers engaged and paid by BorrowerBxxxxxxx. (9) Except as required by Lender, Borrower shall not guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Equity Holder or any Affiliate of Borrower, nor shall it make any loan, except as permitted in the Loan Documents.

Single Purpose Entity Covenants. Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are is paid in full, that without, in each case, the prior written consent of Lender (which may be withheld or conditioned by Lender in its sole and absolute discretion for any reason or for no reason): (a) The sole purpose of Borrower has been, is and will be, to acquire, own, hold, maintain, and operate the Property, together with such other activities as may be necessary or advisable in connection with the ownership of the Property. Borrower has not engaged, and does not and shall not engage, in any business, and it has and shall have no purpose, unrelated to ownership of the Property. Borrower has not owned, does not own and shall not acquire, any real property or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of Borrower. (b) Neither Borrower, nor any general partner, manager or managing member (a “Controlling Entity”) of Borrower, as applicable, shall have the authority to perform any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, the Loan Documents). (c) Borrower shall not: (1) make any loans to the holder (directly or indirectly) of any equity interests in Borrower (collectively, the “Equity Holders”), any Affiliate (as defined below) of Borrower or of any Equity Holders; (2) except as expressly permitted by the Lender in writing, sell, encumber (except with respect to the Lender) or otherwise transfer or dispose of all or substantially all of the properties of Borrower (a sale or disposition will be deemed to be “all or substantially all of the properties of Borrower” if the sale or disposition includes the Property or if the total value of the properties sold or disposed of in such transaction and during the twelve months preceding such transaction is sixty six and two thirds percent (66-66 2/3%) or more in value of Borrower’s total assets as of the end of the most recently completed fiscal year of Borrower); (3) to the fullest extent permitted by law, dissolve, wind-up, or liquidate Borrower; (4) merge, consolidate or acquire all or substantially all of the assets of an Affiliate of same or other person or entity; (5) change the nature of the business conducted by Borrower; or (6) except as permitted by the Lender in writing, amend, modify or otherwise change the Organizational Documents (as defined below) of Borrower (which approval, after a Secondary Market Transaction with respect to the Loan, may be conditioned upon Lender’s receipt of confirmation from each of the applicable Rating Agencies that such amendment, modification or change would not result in the qualification, withdrawal or downgrade of any securities rating). (d) Borrower shall not, and no Equity Holder or other person or entity on behalf of Borrower shall, without the prior written affirmative vote of one hundred percent (100%) of the members, partners or stockholders of Borrower: (1) institute proceedings to be adjudicated bankrupt or insolvent; (2) consent to the institution of bankruptcy or insolvency proceedings against it; (3) file a petition seeking, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy (but the foregoing clause (2) shall not apply to Persons that own shares in a Publicly Traded Corporation)bankruptcy; (4) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (5) make any assignment for the benefit of creditors; (6) admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (7) take any action in furtherance of any such action ((1) through (7) above, with respect to any individual or entity, collectively, a “Bankruptcy Action”). (e) Borrower shall have no indebtedness or incur any liability other than (1) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, provided, however, that such unsecured indebtedness or liabilities (y) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed three percent (3%) of the original principal amount of the Loan and (z) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (2) the Obligations. No indebtedness other than the Loan shall be secured (senior, subordinated or pari passu) by the Property. (f) The following provisions shall apply only when Borrower is a limited liability company or a partnership. A Bankruptcy Action by or against any partner or member of Borrower, as applicable, shall not cause such partner or member of Borrower, as applicable, to cease to be a partner or member of Borrower and upon the occurrence of a Bankruptcy Action, Borrower shall continue without dissolution. Additionally, to the fullest extent permitted by law, if any partner or member of Borrower, as applicable, ceases to be a partner or member of Borrower, as applicable, such event shall not terminate Borrower and Borrower shall continue without dissolution. (g) Borrower shall at all times observe the applicable legal requirements for the recognition of Borrower as a legal entity separate from any Equity Holders or Affiliates of Borrower or of any Equity Holder, including, without limitation, as follows: (1) Borrower shall either (a) maintain its principal executive office and telephone and facsimile numbers separate from that of any Affiliate of Borrower or of any Equity Holder and shall conspicuously identify such office and numbers as its own, or (b) shall allocate by written agreement fairly and reasonably any rent, overhead and expenses for shared office space. Additionally, Borrower shall use its own separate stationery, invoices and checks which reflects its name, address, telephone number and facsimile number. (2) Borrower shall maintain correct and complete financial statements, accounts, books and records and other entity documents separate from those of any Affiliate of Borrower or of any Equity Holder or any other person or entity (except that Borrower Parties may have one bank account)entity. Borrower shall prepare unaudited quarterly and annual financial statements, and Borrower’s financial statements shall substantially comply with generally accepted accounting principles. (3) Borrower shall maintain its own separate bank accounts (except that Borrower Parties may have one bank account)accounts, payroll and correct, complete and separate books of account. (4) To the extent Borrower is required by applicable law to file tax returns, Borrower shall file or cause to be filed its own separate tax returns, or may be consolidated with the tax returns of the Indemnitor, as the case may be. (5) Borrower shall hold itself out to the public (including any of its Affiliates’ creditors) under Borrower’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate of Borrower or of any Equity Holder. (6) Borrower shall observe all customary formalities regarding the existence of Borrower, including holding meetings and maintaining current and accurate minute books separate from those of any Affiliate of Borrower or of any Equity Holder. (7) Borrower shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized officers and agents. No Affiliate of Borrower or of any Equity Holder other than Gladstone Limited Partnership shall be appointed or act as agent of Borrower, other than as a property manager or leasing agent with respect to the Property. (8) Investments shall be made in the name of Borrower directly by Borrower or on its behalf by brokers engaged and paid by Borrower. (9) Except as required by Lender, Borrower shall not guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Equity Holder or any Affiliate of Borrower, nor shall it make any loan, except as permitted in the Loan Documents. (10) Borrower is and will be solvent. (11) Assets of Borrower shall be separately identified, maintained and segregated. Borrower’s assets shall at all times be held by or on behalf of Borrower and if held on behalf of Borrower by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by Borrower. This restriction requires, among other things, that (i) funds of Borrower shall be deposited or invested in Borrower’s name, (ii) funds of Borrower shall not be commingled with the funds of any Affiliate of Borrower or of any Equity Holder, (iii) Borrower shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliate of Borrower or of any Equity Holder, and (iv) funds of Borrower shall be used only for the business of Borrower. (12) Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate of Borrower or of any Equity Holder. (13) Borrower shall pay or cause to be paid its own liabilities and expenses of any kind, including but not limited to salaries of its employees, only out of its own separate funds and assets. (14) Borrower shall at all times be adequately capitalized to engage in the transactions contemplated at its formation. (15) Borrower shall not do any act which would make it impossible to carry on the ordinary business of Borrower. (16) All data and records (including computer records) used by Borrower or any Affiliate of Borrower in the collection and administration of any loan shall reflect Borrower’s ownership interest therein. (17) No funds of Borrower shall be invested in securities issued by, nor shall Borrower acquire the indebtedness or obligation of, an Affiliate of Borrower or of an Equity Holder. (18) Borrower shall maintain an arm’s length relationship with each of its Affiliates and may enter into contracts or transact business with its Affiliates only on commercially reasonable terms that are no less favorable to Borrower than is obtainable in the market from a person or entity that is not an Affiliate of Borrower or of any Equity Holder. (19) Borrower shall correct any misunderstanding that is known by Borrower regarding its name or separate identity. (h) Any indemnification obligation of Borrower to the holder of any equity interest in Borrower shall (1) be fully subordinated to the Loan and (2) not constitute a claim against Borrower or its assets until such time as the Loan has been indefeasibly paid in accordance with its terms and otherwise has been fully discharged (or has been defeased in accordance with the Note). (i) The following shall only apply if and when Borrower is a limited partnership. Each general partner of Borrower may not be an individual. Each general partner of Borrower shall at all times have as its sole purpose to act as the general partner of Borrower, and shall be engaged in no other business or have any other purpose. Additionally, any additional or substitute general partner of Borrower shall have organizational documents that (1) include covenants substantially similar to the foregoing provisions of this Section 1.27, inclusive of all single purpose/bankruptcy remote provisions, and (2) are acceptable to the Lender. (j) Borrower shall cause the Organizational Documents of Borrower to include, at all times, requirements substantially similar to the foregoing, in a manner satisfactory to Lender. At any time when Borrower is a limited partnership, the Organizational Documents of the general partner shall include provisions substantially similar to those set forth in Section 1.27(i) above. (k) As used in this Mortgage:

Single Purpose Entity Covenants. Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are paid in full, that without, in each case, the prior written consent of Lender (which may be withheld or conditioned by Lender Lxxxxx in its sole and absolute discretion for any reason or for no reason): (a) The sole purpose of Borrower has been, is and will be, to acquire, own, hold, maintain, and operate the Property, together with such other activities as may be necessary or advisable in connection with the ownership of the Property. Borrower Bxxxxxxx has not engaged, and does not and shall not engage, in any business, and it has and shall have no purpose, unrelated to ownership of the Property. Borrower has not owned, does not own and shall not acquire, any real property or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of Borrower. (b) Neither BorrowerNxxxxxx Xxxxxxxx, nor any general partner, manager or managing member (a “Controlling Entity”) of Borrower, as applicable, shall have the authority to perform any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, the Loan Documents). (c) Borrower shall not: (1) make any loans to the holder (directly or indirectly) of any equity interests in Borrower (collectively, the “Equity Holders”), any Affiliate (as defined below) of Borrower or of any Equity Holders; (2) except as expressly permitted by the Lender in writing, sell, encumber (except with respect to the Lender) or otherwise transfer or dispose of all or substantially all of the properties of Borrower (a sale or disposition will be deemed to be “all or substantially all of the properties of Borrower” if the sale or disposition includes the Property or if the total value of the properties sold or disposed of in such transaction and during the twelve months preceding such transaction is sixty six and two thirds percent (66-2/3%) or more in value of Borrower’s total assets as of the end of the most recently completed fiscal year of Borrower); (3) to the fullest extent permitted by law, dissolve, wind-up, or liquidate Borrower; (4) merge, consolidate or acquire all or substantially all of the assets of an Affiliate of same or other person or entity; (5) change the nature of the business conducted by BorrowerBxxxxxxx; or (6) except as permitted by the Lender in writing, amend, modify or otherwise change the Organizational Documents (as defined below) of Borrower (which approval, after a Secondary Market Transaction with respect to the Loan, may be conditioned upon LenderLxxxxx’s receipt of confirmation from each of the applicable Rating Agencies that such amendment, modification or change would not result in the qualification, withdrawal or downgrade of any securities rating). (d) Borrower shall not, and no Equity Holder or other person or entity on behalf of Borrower shall, without the prior written affirmative vote of one hundred percent (100%) of the members, partners or stockholders of Borrower: (1) institute proceedings to be adjudicated bankrupt or insolvent; (2) consent to the institution of bankruptcy or insolvency proceedings against it; (3) file a petition seeking, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy (but the foregoing clause (2) shall not apply to Persons that own shares in a Publicly Traded Corporation); (4) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (5) make any assignment for the benefit of creditors; (6) admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (7) take any action in furtherance of any such action ((1) through (7) above, with respect to any individual or entity, collectively, a “Bankruptcy Action”). (e) Borrower shall have no indebtedness or incur any liability other than (1) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, provided, however, that such unsecured indebtedness or liabilities (y) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed three percent (3%) of the original principal amount of the Loan and (z) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (2) the Obligations. No indebtedness other than the Loan shall be secured (senior, subordinated or pari passu) by the Property. (f) The following provisions shall apply only when Borrower is a limited liability company or a partnership. A Bankruptcy Action by or against any partner or member of Borrower, as applicable, shall not cause such partner or member of Borrower, as applicable, to cease to be a partner or member of Borrower and upon the occurrence of a Bankruptcy Action, Borrower shall continue without dissolution. Additionally, to the fullest extent permitted by law, if any partner or member of Borrower, as applicable, ceases to be a partner or member of Borrower, as applicable, such event shall not terminate Borrower and Borrower shall continue without dissolution. (g) Borrower shall at all times observe the applicable legal requirements for the recognition of Borrower as a legal entity separate from any Equity Holders or Affiliates of Borrower or of any Equity Holder, including, without limitation, as follows: (1) Borrower shall either (a) maintain its principal executive office and telephone and facsimile numbers separate from that of any Affiliate of Borrower or of any Equity Holder and shall conspicuously identify such office and numbers as its own, or (b) shall allocate by written agreement fairly and reasonably any rent, overhead and expenses for shared office space. Additionally, Borrower shall use its own separate stationery, invoices and checks which reflects its name, address, telephone number and facsimile number. (2) Borrower shall maintain correct and complete financial statements, accounts, books and records and other entity documents separate from those of any Affiliate of Borrower or of any Equity Holder or any other person or entity (except that Borrower Parties may have one bank account). Borrower shall prepare unaudited quarterly and annual financial statements, and Borrower’s financial statements shall substantially comply with generally accepted accounting principles. (3) Borrower shall maintain its own separate bank accounts (except that Borrower Parties may have one bank account), payroll and correct, complete and separate books of account. (4) Borrower shall file or cause to be filed its own separate tax returns, or may be consolidated with the tax returns of the Indemnitor, as the case may be. (5) Borrower shall hold itself out to the public (including any of its Affiliates’ creditors) under Borrower’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate of Borrower or of any Equity Holder. (6) Borrower shall observe all customary formalities regarding the existence of Borrower, including holding meetings and maintaining current and accurate minute books separate from those of any Affiliate of Borrower or of any Equity Holder. (7) Borrower shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized officers and agents. No Affiliate of Borrower or of any Equity Holder other than Gladstone Limited Partnership shall be appointed or act as agent of Borrower, other than as a property manager or leasing agent with respect to the Property. (8) Investments shall be made in the name of Borrower directly by Borrower or on its behalf by brokers engaged and paid by Borrower. (9) Except as required by Lender, Borrower shall not guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Equity Holder or any Affiliate of Borrower, nor shall it make any loan, except as permitted in the Loan Documents.bank