Common use of Single Purpose Entity/Separateness Clause in Contracts

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (aA) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage each of Operating Lessee and Borrower is and each SPE Entity is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose Entity. (bB) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Borrower or any other Transaction Party in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and which shall be certified by Borrower or any other Transaction Party, as applicable, are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have Each Transaction Party has complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion. To the Best of Borrower’s Knowledge, each entity other than a Transaction Party with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until Since the Indebtedness date of its formation, Borrower has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity, except for the entering into and performance by Borrower under (i) the documents identified on Schedule XIII hereto in connection with the warehouse financing with Deutsche Bank AG, Cayman Islands Branch, as agent, and LaSalle Bank, National Association, as collateral agent (it being understood that the proceeds of the Loan shall be used to repay such warehouse financing on the Closing Date), (ii) the documents identified on Schedule XIII hereto in connection with Borrower’s acquisition of certain assets and the conveyance of such assets by Borrower to one of its Affiliates, and (iii) the Indemnity Guaranty. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have has complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose EntityEntity and has not, since the date of its respective formation, conducted any business and owned any property whatsoever, except as specifically described in the Non-Consolidation Opinion. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Mezzanine Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Mezzanine) (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. To the Best of Mezzanine Borrower’s Knowledge, Mortgage each entity other than Mezzanine Borrower and each SPE Entity with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the Solvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Borrower and Master Lessee have complied and will comply with all of the assumptions made with respect to it in the Solvency Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have has complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “"Additional Non-Consolidation Opinion”"), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it its actions after the date hereof in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation OpinionOpinion in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower and Maryland Loan Guarantor hereby representsrepresent, warrants warrant and covenants covenant that Mezzanine Borrower, Mortgage Borrower Maryland Loan Guarantor and each other SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All To Borrower’s knowledge, all of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Each of Borrower and each SPE Entity have Maryland Loan Guarantor has complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Each of Borrower and each SPE Entity Maryland Loan Guarantor will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower and Maryland Loan Guarantor with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each other SPE Entity is, shall be, be and shall continue to be, be a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited towithout limitation, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Mezzanine) (an “Additional Non-Consolidation Opinion”), including, but not limited towithout limitation, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each other SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each other SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity Person other than Mezzanine Borrower and Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Mortgage Borrower, Affiliate Tenant, Borrower Parents, and each SPE Entity Borrower Subsidiary is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Mezzanine Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (First Mezzanine) (an “Additional NonADDITIONAL NON-Consolidation Opinion”CONSOLIDATION OPINION), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower, Affiliate Tenant, Borrower Parents, and each SPE Entity Borrower Subsidiary have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. To the Best of Mezzanine Borrower's Knowledge, Mortgage each entity other than Mezzanine Borrower and each SPE Entity with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower each of the Mezzanine Borrowers and each other SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose Entity, except that other than the general partners of Mortgage Borrower and Operating Lessee (which have two Independent Directors) and (ii) other than CNL KSL Partners GP, LLC (which does not have an Independent Director), each of Mezzanine Borrower GP, CNL Hotel Del Senior Mezz Partners GP, LLC, Mezzanine Borrower's General Partner, and Revolving Credit Borrower has a single Independent Director. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Mezzanine Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Junior Mezzanine) (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. To the Best of Mezzanine Borrower's Knowledge, Mortgage each entity other than Mezzanine Borrower and each SPE Entity with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have has complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation NonConsolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has Obligations have been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower each of the Credit Parties and each SPE Entity HoldCo is, shall be, and shall continue to be, a Single Purpose EntityEntity and shall otherwise comply with Section 8.1.4. (b) All of the factual assumptions made in the Non-Consolidation OpinionOpinions, including, but not limited to, any schedules and exhibits attached thereto, are true and correct in all material respects and any factual assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Credit Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any schedules and exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have Each of the Credit Parties has complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinions. Mezzanine Borrower, Mortgage Borrower and each SPE Entity Each of the Credit Parties will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation OpinionOpinion in all material respects. Each entity Person other than Mortgage Borrower a Credit Party with respect to which an assumption shall be made in any Opinion or any Additional Non-Consolidation Opinion has and will have complied and will comply in all material respects with all of the assumptions made with respect to it in the Opinions or any Additional Non-Consolidation OpinionOpinion in all material respects. (c) Anything in this Section 7.1.29 to the contrary notwithstanding, Borrower is not making any representation or warranty in this Section 7.1.29 with respect to any assumption that relies upon information provided by Xxxxxxx & Xxxxxxxxx.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Junior Mezzanine Borrower and each other SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mortgage Borrower, Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mortgage Borrower, Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Mortgage Borrower, Affiliate Tenant, Borrower Parents, and each SPE Entity Borrower Subsidiary is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Mezzanine Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Fourth Mezzanine) (an “Additional NonADDITIONAL NON-Consolidation Opinion”CONSOLIDATION OPINION), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower, Affiliate Tenant, Borrower Parents, and each SPE Entity Borrower Subsidiary have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. To the Best of Mezzanine Borrower's Knowledge, Mortgage each entity other than Mezzanine Borrower and each SPE Entity with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, each Senior Mezzanine Borrower, Mortgage Borrower, each Junior Mezzanine Borrower and each other SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mortgage Borrower, each Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mortgage Borrower, each Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower, each Junior Mezzanine Borrower and each other SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Mortgage Borrower, Mortgage Mezzanine Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mezzanine Mortgage Borrower, Mortgage Mezzanine Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Mortgage Borrower, Affiliate Tenant, Borrower Parents, and each SPE Entity Borrower Subsidiary is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Mezzanine Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Second Mezzanine) (an “Additional NonADDITIONAL NON-Consolidation Opinion”CONSOLIDATION OPINION), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower, Affiliate Tenant, Borrower Parents, and each SPE Entity Borrower Subsidiary have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. To the Best of Mezzanine Borrower's Knowledge, Mortgage each entity other than Mezzanine Borrower and each SPE Entity with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional NonADDITIONAL NON-Consolidation Opinion”CONSOLIDATION OPINION), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Senior Mezzanine Borrower and Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mortgage Borrower, Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each other SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mortgage Borrower, Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each other SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Borrower and Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Mortgage Borrower, Mortgage Mezzanine Borrower and each other SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mezzanine Mortgage Borrower, Mortgage Mezzanine Borrower and each other SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Senior Tier Mezzanine Borrower and Mortgage Borrower and each SPE Entity isare, shall be, and shall continue to be, a Single Purpose EntityEntities. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Junior Tier Mezzanine) (an “Additional NonADDITIONAL NON-Consolidation Opinion”CONSOLIDATION OPINION), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Senior Tier Mezzanine Borrower and Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Senior Tier Mezzanine Borrower and Mortgage Borrower and each SPE Entity will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mezzanine Borrower, Senior Tier Mezzanine Borrower and Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, each Senior Mezzanine Borrower, and Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mortgage Borrower, each Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each other SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mortgage Borrower, each Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each other SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage each of Borrower and each SPE Entity Member is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional NonADDITIONAL NON-Consolidation Opinion”CONSOLIDATION OPINION), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity Member have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each SPE Entity Member will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Borrower and Mortgage Borrower and each SPE Entity isare, shall be, and shall continue to be, a Single Purpose EntityEntities. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Mezzanine) (an “Additional NonADDITIONAL NON-Consolidation Opinion”CONSOLIDATION OPINION), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Borrower and Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Borrower and Mortgage Borrower and each SPE Entity will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mezzanine Borrower and Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity of the Mezzanine Borrowers is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each other SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mezzanine Borrower, Mortgage Borrower and each other SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose Entity, except that (i) other than the general partners of Mortgage Borrower and Operating Lessee (which have two Independent Directors) and (ii) other than CNL KSL Partners GP, LLC (which does not have an Independent Director), each of Mezzanine Borrower GP, CNL Hotel Del Senior Mezz Partners GP, LLC, CNL Hotel Del Junior Mezz Partners GP, LLC, and Revolving Credit Borrower has a single Independent Director. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Mezzanine Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Intermediate Mezzanine) (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. To the Best of Mezzanine Borrower's Knowledge, Mortgage each entity other than Mezzanine Borrower and each SPE Entity with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose Entity, except that (i) other than the general partners of Mortgage Borrower and Operating Lessee (each of which have two Independent Directors) and (ii) other than CNL KSL Partners GP, LLC (which does not have an Independent Director), each of Mezzanine Borrower GP, CNL Hotel Del Intermediate Mezz Partners GP, LLC, CNL Hotel Del Junior Mezz Partners GP, LLC, and Revolving Credit Borrower has a single Independent Director. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Mezzanine Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Senior Mezzanine) (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. To the Best of Mezzanine Borrower's Knowledge, Mortgage each entity other than Mezzanine Borrower and each SPE Entity with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, Mortgage Borrower, Affiliate Tenant, Borrower Parents, and each SPE Entity Borrower Subsidiary is, shall be, and shall continue to behas been since the date of its respective formation, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Mezzanine Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (Third Mezzanine) (an “Additional NonADDITIONAL NON-Consolidation Opinion”CONSOLIDATION OPINION), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower, Affiliate Tenant, Borrower Parents, and each SPE Entity Borrower Subsidiary have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respectsOpinion. To the Best of Mezzanine Borrower's Knowledge, Mortgage each entity other than Mezzanine Borrower and each SPE Entity with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Mezzanine Borrower, each Senior Mezzanine Borrower and Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mortgage Borrower, each Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each other SPE Entity have complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion in all material respects. Mortgage Borrower, each Senior Mezzanine Borrower, Mortgage Mezzanine Borrower and each other SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. (c) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. (d) All of the assumptions made in the True Sale Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that Mezzanine Borrower, Mortgage Borrower and each SPE Entity is, shall be, and shall continue to be, a Single Purpose Entity. (b) All To Borrower’s knowledge, all of the assumptions of fact made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions of fact made in any subsequent non-non- consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have complied and will comply in all material respects with all of the assumptions of fact made with respect to it in the Non-Non- Consolidation Opinion in all material respectsOpinion. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions of fact made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption of fact shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions of fact made with respect to it in any Additional Non-Consolidation Opinion.

Single Purpose Entity/Separateness. (a) Until the Indebtedness has been paid in full, Mezzanine Borrower hereby represents, warrants and covenants that each of Operating Lessee, CNL Hotel Del Tenant Corp., Borrower, General Partner, each Mezzanine Borrower, Mortgage each general partner of each Mezzanine Borrower, Revolving Credit Borrower and each SPE Entity is, shall be, the general partner of Revolving Credit Borrower is and shall continue to behas been since the date of its respective formation, a Single Purpose Entity, except that (i) other than the general partners of Borrower and Operating Lessee (each of which has two Independent Directors), and (ii) other than the general partners of Revolving Credit Borrower (which does not have an Independent Director), each of the general partners of the Mezzanine Borrowers and Revolving Credit Borrower has a single Independent Director. (ba) All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached theretothereto and any certificates delivered by Borrower in connection with the issuance of the Non-Consolidation Opinion, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion delivered in connection with the Mezzanine Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be are true and correct in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity have has complied and will comply in all material respects with all of the assumptions made with respect to it in the Non-Consolidation Opinion. To the Best of Borrower's Knowledge, each entity other than Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion in all material respects. Mezzanine Borrower, Mortgage Borrower and each SPE Entity will have complied and will comply with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Mortgage Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.