Common use of Single-Purpose Entity Clause in Contracts

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: (a) engage in any business or activity other than to own, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. Borrower Seller hereby represents, represents and warrants to Buyer and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to Lender that Borrower is a single-purpose entity whose sole asset is remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the Propertysame shall become due. (b) It has complied and will comply with the provisions of its certificate of formation and its limited liability company agreement. (c) It has done or caused to be done and will do all things necessary to observe limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its affiliates, its members and any other Person, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower it will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, file its own tax returns (except only to the extent consolidation is required under GAAP or permitted by as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the Documentspublic as, Borrower a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationery, invoices and checks. (f) It has not owned and shall will not doown any property or any other assets other than the Purchased Loans and Portfolio Securities, cause, or permit cash and its interest under any of the following: associated Hedging Transactions. (ag) It has not engaged and will not engage in any business or activity other than to own, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than the Property; origination, acquisition, ownership, financing and disposition of the the Purchased Loans and Portfolio Securities and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents and the Securities Repurchase Agreement. (ch) except as otherwise permitted in Article V of this InstrumentIt has not entered into, merge into and will not enter into, any contract or consolidate agreement with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structureaffiliates, without in each case Lender’s consent; except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with Persons other than such affiliate. (ei) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) It has not incurred and will not incur any debtindebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and the Securities Repurchase Agreement, (B) obligations under the documents evidencing the Purchased Loans and Portfolio Securities and (C) unsecured trade payables, in an aggregate amount not to exceed $100,000 at any one time outstanding, incurred in the ordinary course of operating the Propertyacquiring, except as provided herein; (h) fail to maintain its recordsowning, books of account financing and bank accounts separate and apart from those disposing of the affiliates the Purchased Loans and Portfolio Securities; provided, however, that any such trade payables incurred by Seller shall be paid within 30 days of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; date incurred. (j) It has not made and will not make any loans or advances to any third partyother Person, including and shall not acquire obligations or securities of any member or affiliate of Borrower, except for distributions; any member or any other Person (other than in connection with the origination or acquisition of Purchased Loans and Portfolio Securities). (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at It will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) Neither it nor Guarantor will seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, consolidation or merger. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, servicing, administration, enforcement, financing and disposition of the Purchased Loans and Portfolio Securities. (q) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (r) It shall not maintain any employees.

Single-Purpose Entity. Each Mortgage Loan with an original principal balance over $5,000,000 requires the Borrower hereby represents, warrants and covenants to Lender that Borrower be for at least for so long as the Mortgage Loan is a single-purpose entity whose sole asset is the Propertyoutstanding, and whose sole business to Seller's actual knowledge each Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use operating the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly related Mortgaged Property or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has Properties; does not and shall not do, cause, or permit any of the following: (a) engage in any business unrelated to such Mortgaged Property or activity other than Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan documents, substantially to own, operate, finance, develop, manage, lease, maintain, market the effect that such Borrower (i) does not and sell the Property and activities incidental thereto; (b) acquire or own will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the Propertyfinancing thereof; (cii) except does not and will not have any indebtedness other than as otherwise permitted in Article V of this Instrumentby the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, merge into or consolidate with any Person or dissolverecords and accounts, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts which are separate and apart from those the books, records and accounts of the affiliates of Borrower or any other Personperson; and (iiv) hold holds itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) fail either to hold itself out to the public as being a legal entity entity, separate and distinct apart from any other Person person. In addition with respect to all Mortgage Loans with an original principal balance of $15,000,000 or more, the Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct its business solely in its own name in order name; not (i) to mislead others as to guarantee or assume the identity debts or obligations of any other person; not commingle its assets or funds with which such those of any other party is transacting businessperson; prepare separate tax returns and financial statements, or (ii) if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis pursuant to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower)written agreements; (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as being a department or division of (i) any affiliate of Borrower or (ii) legal entity, separate and apart from any other Person person and such organizational documents provide that: any dissolution and winding up or entityinsolvency filing for such entity is prohibited or requires the unanimous consent of an independent director or member or all partners or members, as applicable; (o) fail such documents may not be amended with respect to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws Single-Purpose Entity requirements without the approval of the jurisdiction mortgagee or rating agencies; the Borrower shall have an outside independent director or member. There was obtained for each such Mortgage Loan having an original principal balance of its $20,000,000 a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To Seller's actual knowledge, each Borrower has complied in all material respects with the requirements of the related Mortgage Loan and Mortgage and the Borrower's organizational documents regarding Single-Purpose-Entity status. The organization documents of any Borrower on a Mortgage Loan having an original principal balance of $15,000,000 or formationmore which is a single member limited liability company provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence and qualification to do business there was obtained an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the states where Borrower but not the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions assets of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsBorrower.

Single-Purpose Entity. Borrower Seller hereby representsrepresents and warrants to Buyer, warrants and covenants to Lender with Buyer, that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full as of the Obligations, Borrower will not, directly or indirectly, take date hereof and so long as any actions in violation of the formation documents Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or that would otherwise adversely affect elsewhere in this Agreement shall obligate the Borrower’s existence as a single purpose entity. Specificallydirect or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, except only to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law (except to the extent consolidation is required under GAAP or permitted as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by the Documents, Borrower an employee of an Affiliate. (f) It has not owned and shall will not doown any property or any other assets other than Purchased Loans, cause, or permit cash and its interest under any of the following: associated Hedging Transactions. (ag) It has not engaged and will not engage in any business or activity other than to own, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than the Property; acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (ch) except as otherwise permitted in Article V of this InstrumentIt has not entered into, merge into and will not enter into, any contract or consolidate agreement with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structureAffiliates, without in each case Lender’s consent; except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (ei) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) It has not incurred and will not incur any debtindebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of operating the Propertyacquiring, except as provided hereinowning, financing and disposing of Purchased Loans; (h) fail to maintain its recordsprovided, books of account and bank accounts separate and apart from those however, that any such trade payables incurred by Seller shall be paid within 60 days of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; date incurred. (j) It has not made and will not make any loans or advances to any third party, including any affiliate of Borrowerother Person, except for distributions; as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at It will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) Seller shall not take any of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower It has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (d) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the state where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower's Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization or similar organizational documents, as the case may be; (e) own any subsidiary or make any investment in in, any Person person or entity without the consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, affiliates, principals or of any other Person; person or entity, participate in a cash management system with any other entity or person or fail to use its own separate stationery, invoices and checks; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for trade payables in the ordinary course of its business of owning and operating the Property, except as provided herein; that such debt (i) is paid within sixty (60) days of the date it is incurred, (ii) does not exceed four percent (4%) of the then outstanding principal balance due under the Note and (iii) is not evidenced by a note; (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the members, general partners, principals and affiliates of Borrower, the affiliates of a member, general partner or principal of Borrower, and any other person or entity. Notwithstanding anything to the contrary contained herein, Borrower's financial position, results of operations and cash flows may be included in the consolidated financial statements of Associated Estates Realty Corporation ("AERC") in accordance with GAAP, provided, however, that any such consolidated financial statements shall contain a note indicating that Borrower and its affiliates are separate legal entities and maintain records, books of account and bank accounts separate and apart from any other person or entity; (j) enter into any contract or agreement with any member, general partner, principal or affiliate of Borrower, Guarantor or Indemnitor, or any member, general partner, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other Person; than any member, general partner, principal or affiliate of Borrower, Guarantor or Indemnitor, or any member, general partner, principal or affiliate thereof; (ik) seek the dissolution or winding up in whole, or in part, of Borrower; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) guarantee or become obligated for the debts of any other entity or person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; person; (jn) make any loans or advances to any third party, including any member, general partner, principal or affiliate of BorrowerBorrower or any member, except for distributions; general partner, principal or affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or affiliate of Borrower or any member, general partner, or affiliate thereof; (ko) fail to file its own tax returns (except that Lender acknowledges that Borrower and its affiliates shall have the right to file consolidated or file combined federal, state and city tax returns which shall provide that Borrower and its affiliates are separate legal entities and pay their respective proportionate shares of the taxes shown on a consolidated basis; such returns); (lp) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any member, general partner, principal or affiliate of BorrowerBorrower or any member, general partner, principal or affiliate thereof); ; (mq) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (r) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; ; (ns) share any common logo with or hold itself out as or be considered as a department or division of (i) any general partner, principal, member or affiliate of Borrower or Borrower, (ii) any affiliate of a general partner, principal or member of Borrower, or (iii) any other Person person or entity; ; (ot) fail to preserve allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an affiliate; (u) pledge its existence as an entity duly organizedassets for the benefit of any other person or entity, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply other than with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and respect to the extent of, its assets as the same shall become due and payable; Loan; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (rv) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business sufficient number of its size and character and employees in light of its contemplated business operations; (w) violate or cause to be violated the assumptions made with respect to Borrower and its principals in that certain opinion letter pertaining to substantive consolidation (the "Non-Consolidation Opinion") delivered by Xxxxx & Xxxxxxxxx LLP to Lender and the Rating Agencies; (x) fail at any time to have at least one independent director that is not and has not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, attorney or counsel of Borrower or any affiliate thereof; (b) a customer, supplier or other person who derives any revenues from its activities with Borrower or any affiliate thereof; (c) a person or other entity controlling or under common control with any such stockholder, partner, customer, supplier or other person; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other person. (As used herein, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise; or (y) permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock, requires the vote of Borrower's board of directors unless at the time of such action there shall be at least one member who is an independent director.

Single-Purpose Entity. Borrower hereby representsIn no event shall any Borrower, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, whether directly or indirectly, take acquire any actions property or asset other than the Property nor commence any income generating activity not contemplated to be conducted by such Borrower as set forth in violation this Agreement until all Secured Obligations have been indefeasibly paid in full. Without limiting the preceding provisions of this Section 5.1.14, each Borrower shall at all times until the formation documents or Secured Obligations have been indefeasibly paid in full, be a Person, other than an individual, that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: (a) is formed or organized solely for the purpose of holding, directly, an ownership interest in the applicable Property, or any portion thereof, (b) does not engage in any business or activity other than to ownthe ownership, operatemanagement and operation of the applicable Property or any portion thereof, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (bc) acquire or own does not have any material (i) assets other than those related to its interest in the Property; applicable Property or any portion thereof or (cii) Indebtedness (except as for the Loan and the Permitted Debt), (d) does not guarantee or otherwise permitted become liable on or in Article V of this Instrument, merge into or consolidate connection with any Person or dissolveobligation of any other Person, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make does not enter into any investment in contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person without the consent or any Affiliate of Lender; any such stockholder, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than an Affiliate, (f) commingle its assets with does not incur, create or assume any Indebtedness (except for the assets of any affiliate of Borrower or any other Person; Loan and Permitted Debt), (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) does not make any loans or advances to any third partyother Person (including, including without limitation, any affiliate Affiliate), (h) does not become insolvent or fail to pay its debts from its assets as the same shall become due, provided, however, that nothing in this clause (h) shall require any owner or principal of Borrowerany Borrower or any other Person to make any capital contribution or other contribution of cash or assets to such Borrower (i) does not fail to conduct and operate its business in all material respects as previously conducted and operated, except for distributions; (j) does not fail to pay its debts from its assets as the same shall become due, (k) does not fail to file maintain its own tax returns books and records and bank accounts separately from those of its Affiliates (other than the other Borrowers), including, without limitation, its general partners or file on a consolidated basis; members, as may be applicable, (l) does not fail either at all times to hold itself out to the public as a legal entity separate and distinct apart from any other Person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting businessincluding, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or (ii) to suggest that other owner of such Borrower is responsible for the debts or any Affiliate of any third party (including any affiliate of Borrowersuch stockholder, partner, member, trustee, beneficiary, or other owner); ), (m) does not fail to file or consent its own tax returns to the filing of any petition, either voluntary or involuntary, extent that it is legally required to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditorsdo so; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) does not fail to maintain adequate capital to the extent available from revenues for the its normal obligations obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (o) does not fail to 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 (other than the other Borrowers) or any other Person, (p) does not hold itself out to be responsible for the Indebtedness (other than the with respect to each Borrower’s obligations under the Loan Documents) of any other Person, (q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof, (r) other than with respect to the Deposit Account or the Excess Cash Subaccount as set forth in the Cash Collateral Agreement, holds all of its assets in its own name and does not commingle its assets with the assets of any other Person (other than the other Borrowers), (s) utilizes its own letterhead, invoices and checks, (t) holds title to its interest in the applicable Property in its own name, (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate, (v) does not pledge its assets for the benefit of any other Person other than pursuant to the Loan Documents as security for the Loan, and (w) corrects any known misunderstandings regarding its separate identity.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that it shall not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: : (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; or (b) acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property. (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower’s Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization, Operating Agreement or similar organizational documents, as the case may be; ; (pe) own any subsidiary or make any investment in or acquire the obligations or securities of any other person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its partner(s), members, shareholders, affiliates, or of any other person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower permitted hereunder and properly accounted for; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except trade payables incurred in the ordinary course of its business of owning and operating the Property, provided that such debt is (i) not evidenced by a note, (ii) is paid within sixty (60) days of the date incurred, (iii) does not exceed, in the aggregate, four percent (4%) of the outstanding principal balance of the Note and (iv) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances; (h) allow any person or entity to pay its debts and liabilities (except a Guarantor or Indemnitor) or fail to pay its debts and liabilities fromsolely from its own assets; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the shareholders, partners, members, principals and affiliates of Borrower, the affiliates of a shareholder, partner or member of Borrower, and any other person or entity or fail to prepare and maintain its own financial statements in accordance with sound accounting practices and susceptible to audit, or if such financial statements are consolidated fail to cause such financial statements to contain footnotes disclosing that the Property is actually owned by the Borrower; (j) enter into any contract or agreement with any shareholder, partner, member, principal or affiliate of Borrower, any guarantor of all or a portion of the Debt (a “Guarantor”) or any shareholder, partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any shareholder, partner, member, principal or affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or affiliate thereof; (k) seek dissolution or winding up in whole, or in part; (1) fail to correct any known misunderstandings regarding the separate identity of Xxxxxxxx; (m) guarantee or become obligated for the debts of any other entity or person or hold itself out to be responsible or pledge its assets or credit worthiness for the debts of another person or entity or allow any person or entity to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of the Borrower (except for a Guarantor or Indemnitor); (n) make any loans or advances to any third party, including any shareholder, partner, member, principal or affiliate of Borrower, or any shareholder, partner, member, principal or affiliate thereof; (o) fail to file its own tax returns or to use separate contracts, purchase orders, stationery, invoices and checks; (p) fail either to hold itself out to the extent ofpublic as a legal entity separate and distinct from any other entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the entity with which such other party is transacting business, its assets as or (ii) to suggest that Borrower is responsible for the same shall become due and payable; debts of any third party (including any shareholder, partner, member, principal or affiliate of Borrower, or any shareholder, partner, member, principal or affiliate thereof); (q) transact fail to allocate fairly and reasonably among Borrower and any business with affiliatesthird party (including, except on an arm’s-length basis without limitation, any Guarantor) any overhead for common employees, shared office space or other overhead and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and administrative expenses; (r) allow any person or entity to pay the salaries of its own employees or fail to maintain a sufficient number of employees for its contemplated business operations; (s) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (t) file a voluntary petition or otherwise initiate proceedings to have the Borrower or any general partner or managing member adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Borrower or any general partner or managing member, or file a petition seeking or consenting to reorganization or relief of the Borrower or any general partner or managing member as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Borrower or any general partner or managing member; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Borrower or any general partner or managing member or of all or any substantial part of the properties and assets of the Borrower or any general partner or managing member, or make any general assignment for the benefit of creditors of the Borrower or any general partner or managing member, or admit in writing the inability of the Borrower or any general partner or managing member to pay its debts generally as they become due or declare or effect a moratorium on the Borrower or any general partner or managing member debt or take any action in furtherance of any such action; (u) share any common logo with or hold itself out as or be considered as a department or division of (i) any shareholder, partner, principal, member or affiliate of Borrower, (ii) any affiliate of a shareholder, partner, principal, member or affiliate of Borrower, or (iii) any other person or entity or allow any person or entity to identify the Borrower as a department or division of that person or entity; or (v) conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other person or entity.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower It has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe ownership, operateoperation, financeleasing and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case LenderBeneficiary’s consent; ; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Beneficiary, amend, modify, terminate or fail to comply with the provisions of Grantor’s organizational documents, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Grantor to perform its obligations hereunder, under the Indenture or under the Other Security Documents; (e) own any subsidiary or make any investment in in, any Person person or entity without the consent of Lender; Beneficiary; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, affiliates, principals or of any other Person; person or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for trade payables and leases of personal property in the ordinary course of its business of owning, leasing and operating the Property, except as provided herein; that such debt is paid when due; (h) become insolvent and fail to pay its debts and liabilities from its assets as the same shall become due; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the members, general partners, principals and affiliates of Borrower or Grantor and any other Person; person or entity; (ij) enter into any contract or agreement with any member, general partner, principal or affiliate of Grantor, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or affiliate of Grantor; (k) seek the dissolution or winding up in whole, or in part, of Grantor; (l) except pursuant to the Indenture and the Security Documents, hold itself out to be responsible for the debts of another Person, except as provided in the Documents; person; (jm) make any loans or advances to any third party, including any member, general partner, principal or affiliate of Borrower, except for distributions; Grantor; (kn) fail to file its own tax returns or file on a consolidated basis; returns; (lo) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower Grantor is responsible for the debts of any third party (including any member, general partner, principal or affiliate of BorrowerGrantor, or any member, general partner, principal or affiliate thereof), except pursuant to the Indenture and the Security Documents ; (p) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (mq) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. Borrower So long as the Loan remains outstanding the Loan Documents executed in connection with the Loan requires and the Company hereby represents, warrants represents and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, Company: (i) was and whose sole business will be organized solely for the purposes of owning the Properties and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full membership interests of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower Property Owners; (ii) has not engaged and shall will not do, cause, or permit any of the following: (a) engage in any business or activity unrelated to the ownership of the Properties and membership interests of the Property Owners; (iii) has not had and will not have any assets other than those related to own, operate, finance, develop, manage, lease, maintain, market the Properties and sell the membership interests of the Property Owners; (iv) has not engaged, sought or consented to and activities incidental thereto; will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, asset sale (except as expressly permitted by this Agreement), transfer of partnership interest (except as expressly permitted by this Agreement), or the like, or amendment of this Agreement or its Certificate of Organization; (v) has not, and without the unanimous consent of all of its Members, will not, with respect to itself or to any other entity (the “Entity”) in which it has a direct or indirect legal or beneficial ownership interest (a) file bankruptcy, insolvency or reorganization petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally, (b) acquire or own any material assets other than the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file seek or consent to the filing appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any petition, either voluntary similar official for such Entity or involuntary, to take advantage for all or any portion of such Entity’s properties (c) make any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower such Entity’s creditors or (iid) take any other Person or entity; action with the intention of rendering the Company insolvent; (ovi) fail to preserve its existence as an entity duly organized, validly existing has remained and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, will remain solvent and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts has maintained and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided that this provision shall not require any Member to make an Additional Capital Contribution to the Company; (vii) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such Entity; (viii) has maintained and will maintain its accounts, books and records separate from any Person and will file its own tax returns; (ix) has maintained and will maintain its books, records, resolutions and agreements as official records; (x) has not commingled and will not commingle its funds or assets with those of any other Person; (xi) has held and will hold its assets in its own name; (xii) has conducted and will conduct its business in its name; (xiii) has maintained and will maintain its financial statements, accounts records and other entity documents separate from any other Person; (xiv) has paid and will pay its own liabilities, including the salaries of its own employees, out of its own funds and assets; (xv) has observed and will observe all corporate formalities; (xvi) has allocated and will allocate fairly and reasonably shared expenses, including shared office space, and uses separate stationery, invoices and checks; (xvii) except in connection with the Loan, has not pledged and will not pledge its assets for the benefit of any other individual, corporation, limited liability company, partnership or similar entity (collectively as “Person”); (xviii) has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person; (xix) has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets for those of any other Person; and (xx) has not made and will not make loans to any Person.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that its Organizational Documents shall provide that it has not, directly and shall not, and that the Organizational Documents of its general partner(s), if Borrower is a partnership, or indirectlyits managing member(s), take any actions if Borrower is a limited liability company with multiple members (in violation of the formation documents or each case, “Principal”) shall provide that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) with respect to Borrower, engage in any business or activity other than the acquisition, ownership, and managing of the Collateral, and entering into the Loan, and activities incidental thereto and with respect to ownPrincipal, operateengage in any business or activity other than the ownership of its interest in Borrower, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) with respect to Borrower, acquire or own any material assets other than (i) the Property; Collateral, and (ii) such incidental personal property as may be necessary for the ownership of the Collateral and with respect to Principal, acquire or own any material asset other than its interest in Borrower; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or or, to the fullest extent permitted by law, otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or (ii) without in each the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower’s Partnership Agreement, Articles of Organization or similar Organizational Documents, as the case Lendermay be, or of Principal’s consent; Certificate of Incorporation, Articles of Organization or similar Organizational Documents, as the case may be as they relate to the separateness and special purpose nature of such entities, whichever is applicable; (e) other than Principal’s ownership interest in Borrower own any subsidiary or make any investment in in, any Person without the prior written consent of Lender; ; (f) except as permitted under the Loan Documents, commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, principals or of any other Person; Person or entity, participate in a cash management system with any other entity or Person or fail to use its own separate stationery, invoices and checks; (g) with respect to Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for (i) liabilities incurred in the ordinary course of operating business relating to the Propertyownership of the Collateral and the routine administration of Borrower, in amounts not to exceed $100,000 which liabilities are not more than sixty (60) days past due, are due and owing solely to its attorneys, investment advisors, accountants and consultants and are not evidenced by a note, and with respect to Principal, incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations), except as provided herein; for liabilities incurred in the ordinary course of business relating to the ownership of its interest in Borrower and the routine administration of Principal, in amounts not to exceed $100,000 which liabilities are not more than sixty (60) days past due, are due and owing solely to its attorneys, investment advisors, accountants and consultants and are not evidenced by a note; (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due, provided that this shall not require any member or partner of Borrower or Principal, as applicable, to make additional capital contributions to Borrower or Principal, as applicable; (i) (i) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those of the affiliates members, general partners, principals and Affiliates of Borrower or of Principal, as the case may be, the Affiliates of a member, general partner or principal of Borrower or of Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements (except where consolidated financial statements are permitted or required by Applicable Law or GAAP, provided that such consolidated statements shall reflect that such Persons are separate legal entities); (j) enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower and (iii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof; (k) to the fullest extent permitted by law, seek the dissolution or winding up in whole, or in part, of Borrower or of Principal, as the case may be; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person; ; (im) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jn) make any loans or advances to any third party, including any affiliate member, general partner, principal or Affiliate of BorrowerBorrower or of Principal, except for distributions; as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Borrower or Principal, as the case may be, or any member, general partner, or Affiliate thereof; (ko) fail to file its own tax returns or file be included on a the tax returns of any other Person (except where consolidated basis; tax returns are permitted or required by Applicable Law, provided that such consolidated returns shall reflect that such Persons are separate legal entities); (lp) 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 or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Principal, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower or Principal, as the case may be, is responsible for the debts of any third party (including any affiliate member, general partner, principal or Affiliate of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof); ; (mq) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, provided that this shall not require any member or partner of Borrower or Principal, as applicable, to make additional capital contributions to Borrower or Principal, as applicable; (r) hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Borrower or of Principal, as the case may be, or (iii) any other Person; (s) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (t) pledge its assets for the benefit of any other Person, and with respect to Borrower, other than with respect to the Loan; (u) fail to maintain a sufficient number of employees in light of its contemplated business operations; (v) fail to provide in its (i) Articles of Organization, Certificate of Formation and/or Operating Agreement, as applicable, if it is a limited liability company, (ii) Limited Partnership Agreement, if it is a limited partnership or (iii) Certificate of Incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditorscreditors without the affirmative vote of each Independent Director and of all other general partners/managing members/directors; (w) fail to hold its assets in its own name; (x) if Borrower or Principal is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent permitted by Applicable Law; (y) have any of its obligations guaranteed by an Affiliate except the Guarantor in connection with the Loan; (z) violate or cause to be violated the assumptions made with respect to Borrower and Principal in the Insolvency Opinion; (aa) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.36(cc) below, fail at any time to have at least two independent directors (each an “Independent Director”) that is not and has not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or counsel of Mortgage Borrower or of Principal or any Affiliate of either of them; (nb) share a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Mortgage Borrower, Principal or any Affiliate of either of them (a “Business Party”); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party; Notwithstanding the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Mortgage Loan Agreement) for Mortgage Borrower or any Principal (as such term is defined in the Mortgage Loan Agreement) of Mortgage Borrower. Notwithstanding the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Mortgage Loan Agreement and the Subordination Agreement) for Mortgage Borrower, Operating Tenant or Principal (as such term is defined in the Mortgage Loan Agreement and the Subordination Agreement); (bb) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.36(cc) below, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common logo stock or other applicable Organizational Documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of each Independent Director; and (cc) In the event Borrower is a Delaware limited liability company that does not have a managing member which complies with or hold itself out as or be considered as the requirements for a department or division of (i) any affiliate Principal under this Section 4.1.36, the limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (ii2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Director of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or entity; transfer its rights as Special Member unless (o1) fail a successor Special Member has been admitted to preserve Borrower as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its existence appointment as an entity duly organizedIndependent Director. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of a substitute Member, validly existing (w) Special Member shall be a member of Borrower that has no interest in the profits, losses and in good standing capital of Borrower and has no right to receive any distributions of Borrower assets, (if applicablex) under the laws pursuant to Section 18-301 of the jurisdiction Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its organization capacity as Special Member, shall have no right to vote on, approve or formation, and qualification otherwise consent to do business in the states where the Property is located, if applicableany action by, or matter relating to, Borrower, including, without limitation, the prior written consent merger, consolidation or conversion of LenderBorrower; provided, amendhowever, modify or fail such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to comply with vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower. Upon the occurrence of any event that causes the Member to cease to be a member of Borrower, to the fullest extent permitted by law, the personal representative of Member shall, within ninety (in any material respect), or terminate 90) days after the provisions occurrence of the formation documents event that terminated the continued membership of Member in Borrower, agree in writing (A) to continue Borrower and (B) to the admission of the personal representative or similar organizational documentsits nominee or designee, as the case may be; (p) fail , as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower in Borrower. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to pay its debts cease to be a member of Borrower and liabilities fromupon the occurrence of such an event, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and character Special Member waives any right it might have to agree in writing to dissolve Borrower upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower. Mortgage Borrower is, shall be and in light shall continue to comply with the provisions of its contemplated business operationsSection 4.1.35 of the Mortgage Loan Agreement.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that its organizational documents shall provide that it has not, directly and shall not, and that the organizational documents of its general partner(s), if Borrower is a partnership, or indirectlyits managing member(s), take any actions if Borrower is a limited liability company with multiple members (in violation of the formation documents or each case, “Principal”) shall provide that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) with respect to Borrower, engage in any business or activity other than the acquisition, development, ownership, operation, leasing, disposition, managing and maintenance of the Properties, and entering into the Loan, and activities incidental thereto and with respect to ownPrincipal, operateengage in any business or activity other than the ownership of its interest in Borrower, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) with respect to Borrower, acquire or own any material assets other than (i) the Property; Properties, and (ii) such incidental Personal Property as may be necessary for the operation of the Individual Property or Properties, as the case may be and with respect to Principal, acquire or own any material asset other than its interest in Borrower; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the State where the Property or Properties is located, if applicable, or (ii) without in each the prior written consent of Lender, materially amend, materially modify, terminate or fail to comply with the material provisions of Borrower’s Partnership Agreement, Articles of Organization or similar organizational documents, as the case Lendermay be, or of Principal’s consent; Certificate of Incorporation, Articles of Organization or similar organizational documents, as the case may be, whichever is applicable; (e) other than Principal’s ownership interest in Borrower own any subsidiary or make any investment in in, any Person without the prior written consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, principals or of any other Person; Person or entity, participate in a cash management system with any other entity or Person or fail to use its own separate stationery, telephone number, invoices and checks; (g) with respect to Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for trade payables in the ordinary course of its business of owning and operating the PropertyIndividual Property or Properties as applicable, except provided that such debt (i) is not evidenced by a note, (ii) is paid within sixty (60) days of the date incurred, (iii) does not exceed, in the aggregate, one percent (1%) of the outstanding principal balance of the Note and (iv) is payable to trade creditors and in amounts as provided herein; are normal and reasonable under the circumstances and with respect to Principal, incur any debt secured or unsecured, direct or contingent (hincluding guaranteeing any obligations); (i) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those of the affiliates members, general partners, principals and Affiliates of Borrower or of Principal, as the case may be, the Affiliates of a member, general partner or principal of Borrower or of Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements; except that Borrower’s financial position, assets, liabilities, net worth and operating results may be included in the consolidated financial statements of an Affiliate, provided that such consolidated financial statements contain a footnote indicating that Borrower is a separate legal entity and that it maintains separate books and records; (i) enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, Indemnitor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower and (iii) the agreement meets the standards set forth in this subsection (i) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, Indemnitor or any member, general partner, principal or Affiliate thereof; (j) seek the dissolution or winding up in whole, or in part, of Borrower or of Principal, as the case may be; (k) fail to correct any known misunderstandings regarding the separate identity of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person; ; (il) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jm) make any loans or advances to any third party, including any affiliate member, general partner, principal or Affiliate of BorrowerBorrower or of Principal, except for distributions; as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Borrower or Principal, as the case may be, or any member, general partner, or Affiliate thereof; (kn) fail to file its own tax returns or file be included on a consolidated basis; the tax returns of any other Person except as required by Applicable Law; (lo) 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 or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Principal, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower or Principal, as the case may be, is responsible for the debts of any third party (including any affiliate member, general partner, principal or Affiliate of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof); ; (mp) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (q) hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Borrower or of Principal, as the case may be, or (iii) any other Person; (r) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (s) pledge its assets for the benefit of any other Person, and with respect to Borrower, other than with respect to the Loan; (t) fail to maintain a sufficient number of employees in light of its contemplated business operations; (u) fail to provide in its (i) Articles of Organization, Certificate of Formation and/or Operating Agreement, as applicable, if it is a limited liability company, (ii) Limited Partnership Agreement, if it is a limited partnership or (iii) Certificate of Incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; creditors without the affirmative vote of each Independent Director and of all other general partners/managing members/directors; (nv) share fail to hold its assets in its own name; (w) if Borrower or Principal is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent permitted by Applicable Law; (x) except pursuant to the Guaranty, have any common logo of its obligations guaranteed by an Affiliate; (y) violate or cause to be violated, the assumptions made with respect to Borrower and Principal in the Insolvency Opinion; (z) with respect to Principal, or hold itself out as Borrower, if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(bb) below, fail at any time to have at least two (2) independent directors (each an “Independent Director”) that are not and have not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or be considered as a department or division of (i) any affiliate counsel of Borrower or of Principal or any Affiliate of either of them; (iib) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Borrower, Principal or any Affiliate of either of them (a “Business Party”); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party; or (aa) with respect to Principal, or Borrower, if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(bb) below, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock or other applicable organizational documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of each Independent Director. (bb) In the event Borrower is a Delaware limited liability company that does not have a managing member which complies with the requirements for a Principal under this Section 4.1.35, the limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Director of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or entity; transfer its rights as Special Member unless (o1) fail a successor Special Member has been admitted to preserve Borrower as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its existence appointment as an entity duly organizedIndependent Director. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of a substitute Member, validly existing (w) Special Member shall be a member of Borrower that has no interest in the profits, losses and in good standing capital of Borrower and has no right to receive any distributions of Borrower assets, (if applicablex) under the laws pursuant to Section 18-301 of the jurisdiction Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its organization capacity as Special Member, shall have no right to vote on, approve or formation, and qualification otherwise consent to do business in the states where the Property is located, if applicableany action by, or matter relating to, Borrower, including, without limitation, the prior written consent merger, consolidation or conversion of LenderBorrower; provided, amendhowever, modify or fail such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to comply with vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower. Upon the occurrence of any event that causes the Member to cease to be a member of Borrower, to the fullest extent permitted by law, the personal representative of Member shall, within ninety (in any material respect), or terminate 90) days after the provisions occurrence of the formation documents event that terminated the continued membership of Member in Borrower, agree in writing (A) to continue Borrower and (B) to the admission of the personal representative or similar organizational documentsits nominee or designee, as the case may be; (p) fail , as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower in Borrower. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to pay its debts cease to be a member of Borrower and liabilities fromupon the occurrence of such an event, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and character and Special Member waives any right it might have to agree in light writing to dissolve Borrower upon the occurrence of its contemplated business operationsany action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the followingnot: (a) engage in any business or activity other than to ownthe ownership, operate, finance, develop, manage, lease, maintain, market operation and sell maintenance of the Property and activities incidental thereto; (b) acquire or own any material assets other than (i) the Property, and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower's partnership agreement, articles or certificate of incorporation or similar organizational documents, as the case may be, 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 hereunder, under the Note or under the Other Security Documents; (e) own any subsidiary or make any investment in in, any Person person or entity without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower its general partners, affiliates, members, principals or of any other Personperson or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except with respect to trade payables in the ordinary course of its business of owning and operating the Property, except as provided hereinthat such debt is paid when due, and any Affiliate Advance or the Subordinate Debt; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the general partners, principals, members and affiliates of Borrower Borrower, the affiliates of a general partner or member of Borrower, and any other person or entity; (i) enter into any contract or agreement with any general partner, principal, member or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, principal, member or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any general partner, principal, member or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, principal, member or affiliate thereof; (j) seek the dissolution or winding up in whole, or in part, of Borrower; (k) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any general partner, principal, member or affiliate of Borrower, or any general partner, principal, member or affiliate thereof or any other Personperson; (il) hold itself out to be responsible for the debts of another Person, except as provided in the Documentsperson; (jm) make any loans or advances to any third party, including any general partner, principal, member or affiliate of Borrower, except for distributionsor any general partner, principal, member or affiliate thereof; (k) fail to file its own tax returns or file on a consolidated basis; (ln) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any general partner, principal, member or affiliate of Borrower, or any general partner, principal, member or affiliate thereof); (mo) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (p) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; . The covenants set forth in (na) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; through (p) fail to pay its debts and liabilities from, and above shall apply to the extent ofcorporate general partner of Borrower (the "Controlling Party") provided that all references to "Property" set forth above shall, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital respect to the extent available from revenues for the normal obligations reasonably foreseeable Controlling Party, be deemed to refer to its general partnership interest in a business of its size and character and in light of its contemplated business operationsBorrower.

Single-Purpose Entity. Borrower Mortgagor hereby representsrepresents and warrants to, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Propertywith, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees Mortgagee that, until payment in full as of the Obligationsdate hereof and until such time as the Debt shall be paid in full, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has Mortgagor: (a) does not own and shall not doown any encumbered asset other than (i) the Mortgaged Property, cause, or permit any (ii) and (ii) such incidental personal property necessary for the operation of the following: Mortgaged Property; (ab) is not engaged and shall not engage in any business or activity other than to ownthose necessary for the ownership, operate, finance, develop, manage, lease, maintain, market and sell management or operation of the Mortgaged Property and activities incidental thereto; (b) acquire any business transactions with any general partner, principal or own affiliate of Mortgagor or any material assets affiliate of the general partner of Mortgagor shall be entered into upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than the Property; an Affiliate; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) has not incurred and shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course Debt and the type of operating the Property, except as provided herein; indebtedness permitted pursuant to Paragraph 57 hereof; (hd) fail to maintain its records, books of account has not made and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) shall not make any loans or advances to any third partyparty (including any Affiliate); (e) is and shall be solvent and pay its debt from its assets as the same shall become due; (f) has done or caused to be done and shall do all things necessary to preserve its existence, and shall not, nor shall any partner, limited or general, or shareholder thereof, amend, modify or otherwise change its partnership certificate, partnership agreement, articles of incorporation or by-laws in a manner which adversely affects Mortgagor's existence as a single purpose entity; (g) shall conduct and operate its business as presently conducted and operated; (h) shall maintain books and records and bank accounts separate from those of its affiliates, including any affiliate of Borrowerits general partners; (i) shall be, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) fail either to and at all times shall hold itself out to the public as as, a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party entity (including any affiliate of Borrower); (m) file thereof, including the general partner or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws general partner of the jurisdiction of Mortgagor); (j) shall file its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with own tax returns; (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (pk) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) shall not seek the dissolution or winding up, in whole or in part, of the Mortgagor or voluntarily file, or consent to the filing of, a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding; (m) shall not commingle the funds and other assets of the Mortgagor with those of any general partner, any Affiliate or any other person; and (n) shall have at least one member of its board of directors that is not affiliated with or employed by National Property Investors, Inc. or any of its Affiliates.

Single-Purpose Entity. The Borrower hereby represents, represents and warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the PropertyBorrower, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full each of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: Guarantors: (a) do not and will not engage in any business or activity other than unrelated to own, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; Facilities; (b) acquire or own do not and will not have any material assets other than those related to its respective interests in the Property; Facilities or the operation, management and financing thereof; (c) holds itself out as being an entity, separate and apart from any other Person, including any Affiliate or Subsidiary; (d) conducts and will conduct its own business in its own name; (e) maintains and will maintain separate tax returns (except for any entity that is disregarded for tax purposes) and financial statements, or if part of a consolidated group, then (i) such Person is shown as a separate member of such group and (ii) the consolidated financial statements are appropriately footnoted to show that such Person is not liable or responsible in any manner for the debts or liabilities of any other Person, including any Affiliate or Subsidiary, except as contemplated by the Loan Documents in connection with the Loan; (f) observes and will observe all applicable corporate formalities; (g) do not and will not assume, guarantee pledge its assets or otherwise permitted in Article V obligate themselves with respect to the debts of this Instrument, merge into or consolidate with any other Person or dissolvehold out its credit as being available to satisfy the obligations of any other Person, terminate including any Affiliate or liquidate Subsidiary, except as contemplated by the Loan Documents in whole connection with the Loan; (h) has not engaged, sought or in partconsented to, transfer and will not engage in, seek or otherwise dispose consent to, any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets (except as contemplated by this Agreement), transfer of partnership or change membership interests (if such entity is the general partner in a limited partnership or the sole member or managing member in a limited liability company), except as permitted by the Loan Documents, or amendment of its legal structurelimited partnership agreement, without articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in each case Lender’s consentthis Section 5.22. (i) has had, now has, and will have an operating agreement that it will not, so long as the Loan is outstanding: (i) dissolve, merge, liquidate or consolidate; (eii) make any investment sell all or substantially all of its assets; (iii) engage in any Person other business activity or amend its organizational documents with respect to the matters set forth herein; or (iv) without the consent affirmative vote of Lender; (f) commingle all of its assets members and of all other directors or managers of such entity, take any Bankruptcy Action with the assets of any affiliate of Borrower respect to itself or any other Person; (g) incur any debt, secured or unsecured, entity in which it has a direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower indirect legal or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; beneficial ownership interest; (j) make any loans or advances has been, is and intends to any third party, including any affiliate of Borrower, except for distributions; (k) fail remain solvent and has paid and intends to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail continue to pay its debts and liabilities from(including, as applicable, shared personnel and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.overhead

Single-Purpose Entity. Until the Obligations have been indefeasibly paid in full to the Lender, Borrower’s Organizational Documents will provide that Borrower’s sole business purpose shall be the acquisition, ownership and operation of the real estate encumbered by the Deed of Trust and to engage in any and all lawful activities and acts necessary and advisable incident to the obligations attendant to the conduct of the foregoing. Borrower hereby representsshall at all times during the term of the Loan conduct its business affairs in compliance with such Organizational Documents. In addition, Borrower represents and warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Propertyto, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees thatwith the Lender, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the followingnot: (a) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the real property which is the subject of the Deed of Trust, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than (i) the Propertyreal property which is the subject of the Deed of Trust, and (ii) such incidental personal property as may be necessary for the operation of the real property which is the subject of the Deed of Trust; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and formation and/or preserve its qualification to do business in the states where state in which the Property real property which is locatedthe subject of the Deed of Trust is located or, if applicable, except as may be otherwise permitted by Section 5.1 or without the prior written consent of Lender5.3 hereof, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documentsBorrower’s Organizational Documents, as the case same may bebe further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Borrower to perform its obligations hereunder, under the Note or under the other Loan Documents; (pe) fail hold itself out to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues be responsible for the normal obligations reasonably foreseeable in a business debts of its size and character and in light of its contemplated business operationsanother person; or (f) make any loans to any third party.

Single-Purpose Entity. Borrower hereby Lessee represents, warrants and covenants to Lender and agrees that Borrower it is a single-corporation, which, at all times since its formation and thereafter (i) was organized solely for the purpose entity whose sole asset is of operating the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower Premises; (ii) has not and shall will not do, cause, or permit any of the following: (a) engage in any business or activity other than unrelated to own, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental theretooperation of the Premises; (biii) acquire or own has not and will not have any material assets other than those related to the PropertyPremises; (civ) except as otherwise permitted in Article V of this Instrumenthas not and will not engage in, merge into seek or consolidate with consent to any Person or dissolvedissolution, terminate or liquidate in whole or in partwinding up, liquidation, consolidation, merger, asset sale, transfer of shareholder interests, or amendment of its articles of incorporation, (v) has and will have at least one Independent Director, (vi) the board of directors may not take any action requiring the unanimous affirmative vote of 100% of the members of the board of directors unless all of the directors, including an Independent Director shall have participated in such vote; (vii) will not fail to correct any known misunderstanding regarding its separate identity; (viii) without the unanimous consent of all of the directors, shall not file a bankruptcy or insolvency petition or otherwise dispose institute insolvency proceedings with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest, (ix) has maintained and will maintain its accounts, books and records separate from any other person or entity, (x) has maintained and will maintain its books, records, resolutions and agreements as official records, (xi) has not and will not commingle its funds or assets with those of all any other entity, (xii) has held and will hold its assets in its own name, (xiii) has conducted and will conduct its business in its name, (xiv) has maintained and will maintain its financial statements, accounting records and other entity documents separate from any other person or substantially all entity, (xv) has paid and will pay its own liabilities out of its assets or change own funds and assets, (xvi) has observed and will observe all corporate formalities, (xvii) has maintained and will maintain an arms-length relationship with its legal structureaffiliates, without in each case Lender’s consent; (exviii) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), has no indebtedness other than unsecured trade payables incurred in the ordinary course of operating business relating to the Propertyoperation of Facility which are paid within sixty (60) days of the date incurred, except as provided herein; outstanding trade payables existing on the Closing Date which do not require payment within sixty (h60) fail to maintain its recordsdays, books of account (xix) has not and bank accounts separate and apart from those of the affiliates of Borrower will not assume or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans guarantee or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible become obligated for the debts of any third party (including any affiliate of Borrower); (m) file other entity or consent hold out its credit as being available to satisfy the filing obligations of any petitionother entity, either voluntary (xx) has not and will not acquire obligations or involuntarysecurities of its members or shareholders, to take advantage of (xxi) has allocated and will allocate fairly and reasonably any applicable insolvencyoverhead for any shared expenses, bankruptcyincluding, liquidation or reorganization statutewithout limitation, or make an assignment shared office space and uses separate stationary, invoices and checks, (xxii) has not and will not pledge its assets for the benefit of creditors; any other person or entity, (nxxiii) share any common logo with or has held and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other person or entity, (xxiv) has not made and will not make loans to any person or entity, (xxv) has not and will not identify its shareholders or any of its affiliates as a division or part of it, (xxvi) has not entered and will not enter into or be considered as a department party to, any transaction with its shareholders or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except in the ordinary course of its business and on an arm’sterms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arms-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationstransaction with an unrelated third party.

Single-Purpose Entity. Borrower hereby representsExcept as otherwise permitted pursuant to the terms of the Loan Documents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not doand that its sole shareholder, causePledgor has not and shall not, and Borrower’s general partner(s), if such Borrower is a partnership, or permit any its managing member(s), if such Borrower is a limited liability company (unless such Borrower or such general partner is a Delaware single member limited liability company with a board of the following: managers containing at least two (2) Independent Directors, in which case this Section 4.1.22 shall not apply to such Borrower’s or general partner’s member) (such general partner(s) that are not Delaware single member limited liability companies and such managing member(s) of Borrower that are not Delaware single member limited liability companies, collectively, “Principals”) has not and shall not: (a) with respect to Borrower, engage in any business or activity other than to ownthe ownership of its interests in Mortgage Borrower and entering into the Loan, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; , and with respect to Pledgor, engage in any business or activity other than the ownership of its interest in Borrower, and activities incidental thereto; (b) with respect to Borrower, acquire or own any material assets other than (i) the Property; interests in Mortgage Borrower, and (ii) such incidental Personal Property as may be necessary therefor and with respect to Pledgor, acquire or own any material asset other than its interest in Borrower; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person Person, to the fullest extent that any of the following may be waived or prohibited under Applicable Laws, dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the Commonwealth of Puerto Rico, or (ii) without in each the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, amend, modify, terminate or fail to comply with the provisions of Borrower’s, Mortgage Borrower’s or Pledgor’s certificate of incorporation or similar organizational documents, as the case Lendermay be, or of Principal’s consent; partnership agreement, articles of organization or similar organizational documents, as the case may be, whichever is applicable, except to the extent that any amendment to a filed certification may be required by Applicable Law; (e) except with respect to Mortgage Borrower and Pledgor, own any subsidiary or make any investment in in, any Person without the consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, principals or of any other Person; , participate in a cash management system with any other entity or person or fail to use its own separate stationery, telephone number, invoices and checks; (g) with respect to Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course Debt, or cause, permit or suffer to exist any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation) of operating Mortgage Borrower, other than the PropertyMortgage Loan, except as provided herein; and debt permitted thereunder; (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due (except for debts and liabilities being contested by Borrower in good faith and in accordance with the terms hereof); (i) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those of the affiliates members, general partners, principals and Affiliates of Borrower, Pledgor or Mortgage Borrower or of each Principal, as the case may be, the Affiliates of a member, general partner or principal of Borrower, Pledgor or Mortgage Borrower or of each Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements except as either of (ii) or (iii) of this Subsection may be required by GAAP and specifically permitted consolidated financial statements; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (j) enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower, Pledgor, Mortgage Borrower, any Principal, Guarantor or Indemnitor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, Pledgor or Mortgage Borrower, provided that (i) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower, Pledgor or Mortgage Borrower, as the case may be, and (ii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except (A) upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower, Pledgor, Mortgage Borrower, or of such Principal, as the case may be, Guarantor or Indemnitor, or any member, general partner, principal or Affiliate thereof and (B) in accordance with this Agreement; (k) to the fullest extent that the following may be waived or prohibited by Applicable Law, seek the dissolution or winding up in whole, or in part, of Borrower, Pledgor, Mortgage Borrower or of any Principal, as the case may be; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower, Pledgor, Mortgage Borrower or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person; person; (im) except as set forth in the Loan Documents, guarantee or become obligated for the debts of any other entity or Person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jn) make any loans or advances to any third party, including any affiliate member, general partner, principal or Affiliate of any Borrower, except for distributions; Pledgor, Mortgage Borrower or of any Principal, as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of any Borrower, Pledgor, Mortgage Borrower or any Principal, as the case may be, or any member, general partner, or Affiliate thereof; (ko) fail to file its own tax returns or file be included on a consolidated basis; the tax returns of any other Person except as required by Applicable Law; (lp) 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 or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of any Principal (except for services rendered and names licensed, franchised or furnished under business management service agreements with an Affiliate that complies with the terms hereof, so long as the manager, or equivalent thereof, under such business management services agreements holds itself out as an agent of Borrower), as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower, Pledgor, Mortgage Borrower or any Principal, as the case may be, is responsible for the debts of any third party (including any affiliate member, general partner, principal or Affiliate of Borrower, Pledgor, Mortgage Borrower, or of any Principal, as the case may be, or any member, general partner, principal or Affiliate thereof); (q) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (r) share any common logo with or hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Borrower, Pledgor, Mortgage Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Borrower or of a Principal, as the case may be, or (iii) any other Person (except for services rendered and names licensed, franchised or furnished under business management service agreements with an Affiliate that complies with the terms hereof, so long as the manager, or equivalent thereof, under such business management services agreements holds itself out as an agent of Borrower); ; (ms) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (t) pledge its assets for the benefit of any other Person, other than with respect to the Loan and other than as set forth in the Loan Documents; (u) fail to maintain a sufficient number of employees in light of its contemplated business operations; (v) fail to provide in its (i) articles of organization, certificate of formation and/or operating agreement, as applicable, if it is a limited liability company, (ii) partnership agreement, if it is a partnership or (iii) certificate of incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; creditors without the affirmative vote of the Independent Director and of all other general partners/managing members/directors or fail to cause Mortgage Borrower to provide in its (nx) share articles of organization, certificate of formation and/or operating agreement, as applicable, if it is a limited liability company, (y) partnership agreement, if it is a partnership or (z) certificate of incorporation, if it is a corporation, that for so long as Mortgage Loan is outstanding such Mortgage Borrower shall not file or consent to the filing of any common logo petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors without the affirmative vote of the Independent Director and of all other general partners/managing members/directors; (w) fail to hold its assets in its own name; (x) if such Borrower is a corporation, fail to consider the interests of its creditors in connection with or hold itself out as or be considered as a department or division all corporate actions to the extent permitted by Applicable Law; (y) have any of its obligations guaranteed by an Affiliate, except for (i) any affiliate of Borrower or Borrower’s obligations under the Loan Documents, (ii) the Guaranty of Recourse Obligations of Borrower, (iii) the Environmental Indemnity, and (iv) that certain Pension Plan Obigations Guaranty dated the date hereof; (z) violate or cause to be violated the assumptions made with respect to Borrower, Mortgage Borrower and Principal in the Insolvency Opinion or any Additional Insolvency Opinion, as applicable; (aa) with respect to Borrower and Pledgor fail at any time to have at least two independent directors of its board of directors (collectively, the “Independent Director”) that each are not and have not been for at least five (5) years (a) stockholders, directors or members of its board of directors (with the exception of serving as the Independent Director of any Principal or any bankruptcy remote special purpose entity which is an Affiliate of any Principal, Borrower, Pledgor or Mortgage Borrower), officers, employees, partners, members, attorneys or counsel of Borrower, Mortgage Borrower, Pledgor or of Principal or any Affiliate of either of them; (b) customers (other than as hotel guests), suppliers or other Person who derives more than one percent (1%) of its profits or entityrevenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Borrower, Pledgor, Mortgage Borrower, any Principal or any Affiliate of any of them (a “Business Party”); (oc) fail a Person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party. (As used herein, the term “control” means the possession, directly or indirectly, of the power to preserve direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise); (bb) with respect to Borrower, Pledgor and each Principal, permit its existence as an entity duly organizedboard of directors to take any action which, validly existing and in good standing (if applicable) under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock, requires the unanimous vote of one hundred percent (100%) of the jurisdiction members of its organization the board unless at the time of such action there shall be at least two members who are Independent Directors; (cc) authorize or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent issue any additional shares of Lender, amend, modify or fail stock; and (dd) Borrower shall cause Mortgage Borrower to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and Mortgage Loan Documents corresponding to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment provisions of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsthis Section 4.1.22.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: (a) engage Engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Mortgaged Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire Acquire or own any material assets other than (i) the Mortgaged Property and (ii) such incidental machinery, equipment, fixtures and other personal property as may be necessary for the operation of the Mortgaged Property; ; (c) except as otherwise permitted in Article V of this Instrument, merge Merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structurestructure (except as contemplated pursuant to the Transaction Agreement), without in each case Lender’s consent; ; (d) Fail to preserve its existence as a Registered Organization under the laws of the jurisdiction stated in the Preamble of this Agreement, validly existing and in good standing (if applicable) under the laws of the Property Jurisdiction, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of its organizational documents, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect its ability to perform its obligations hereunder, under the Note or any other document evidencing or securing the Loan; (e) Own any subsidiary or make any investment in in, any Person without the consent of Lender; ; (f) commingle Commingle its assets with the assets of any affiliate of Borrower its members or of any other Person; , except for commingling of assets that occurs pursuant to and as contemplated in the Agency Agreement; (g) incur Incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) the Loan; (ii) loans from Lender that are primarily secured by the Related Properties and cross-collateralized and cross-defaulted with the Loan pursuant to the Cross-Collateral Agreement and (iii) trade payables incurred in the ordinary course of operating business, provided such indebtedness is (A) unsecured, (B) not evidenced by a note, (C) on commercially reasonable terms and conditions and (D) in the Propertycase of trade payables, except as provided herein; payable within ninety (90) days of the date incurred, based on historical amounts; (h) fail Fail to maintain its records, books of account and bank accounts separate and apart from those of its members and Affiliates, the affiliates Affiliates of Borrower any of its members, and any other Person; (i) Enter into any contract or agreement with any of its members or Affiliates, or the Affiliates of any of its members, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (j) Seek its dissolution or winding up in whole, or in part; (k) Maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its members and Affiliates, the Affiliates of any of its members, or any other Person; ; (il) Guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jm) make Make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; its members or Affiliates or Affiliates of any of its members; (kn) fail Fail to file have prepared and filed its own tax returns or file provided that such returns may be filed by SSLI on a consolidated basis; ; (lo) fail Fail either to hold itself out to the public as a legal entity Person separate and distinct from any other Person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, business or (ii) to suggest that Borrower it is responsible for the debts of any third party (including any affiliate of Borrower); (m) file its members or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statuteAffiliates, or make an assignment for the benefit of creditors; (n) share any common logo with general partner, principal or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respectAffiliate thereof), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; ; (p) fail Make any distribution to its members, if such distribution renders Borrower unable to pay any of its Loan Obligations, or any operating expenses due and payable with respect to the Facility, or causes an “Event of Default” under any of the Loan Documents; (q) Remain solvent and pay its debts and liabilities from(including, as applicable, shared personnel and to the extent of, overhead expenses) from its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and ; (r) fail to maintain Maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (s) Allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (t) Not pledge its assets for the benefit of any other Person other than with respect to the Loan, and Borrower represents and warrants no prior pledge of Borrower’s assets is outstanding; or (u) Maintain a sufficient number of employees in light of its contemplated business operations and pay the salaries of its own employees from its own funds.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower Mortgagor covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe ownership, operate, finance, develop, manage, lease, maintain, market operation and sell maintenance of the Property Premises and activities incidental thereto; ; (b) acquire or own any material assets other than (i) the Property; Premises, and (ii) such incidental personal property as may be necessary for the operation of the Premises; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate liquidate, in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without without, in each case, Mortgagee's consent other than as specifically allowed under Paragraph 27 above; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Mortgagee, amend, modify, terminate or fail to comply with the provisions of Mortgagor's Operating Agreement, Articles of Organization or similar organizational documents, as the case Lender’s consent; may be, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Xxxxxxxxx to perform its obligations hereunder, under the Note or under the other Loan Documents; (e) own any subsidiary or make any investment in any Person person or entity without the consent of Lender; Mortgagee; (f) commingle its assets with the assets of any affiliate of Borrower its members, affiliates, principals or of any other Person; person or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Loan, except in the ordinary course of its business of owning and operating the Property, Premises and except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; for that certain (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Each Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation, developleasing and maintenance of its Property, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than (i) the Property; Parcel owned by such Borrower, and (ii) such incidental Personal Property as may be necessary for the construction, operation or maintenance of the Parcel owned by such Borrower; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (i) fail to preserve its existence as an entity duly organized, without validly existing and in each case Lendergood standing under the laws of the jurisdiction of its organization or formation, or (ii) dissolve or otherwise terminate, or fail to comply with the provisions of Borrower’s consent; organizational documents; (e) own any subsidiary or make any investment in or acquire the obligations or securities of any Person without the consent of Lender; other Person; (f) fail to hold its assets in its own name (except with respect to bank account shared with any other Borrower), or commingle its assets with the assets of any affiliate of Borrower its partners, Affiliates, or of any other Person; Person (other than any other Borrower) or transfer any assets to any such Person other than distributions on account of equity interests in Borrower, to the extent, if any, permitted hereunder, and properly account for any other payments expressly permitted hereunder; (g) incur any debtIndebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating Loan, Swap Obligations under any Huntington Swap Agreement, the Property, except as provided herein; Permitted Indebtedness and a Mezzanine Loan; (h) allow any Person to pay its debts and liabilities or fail to pay its debts and liabilities solely from its own assets; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates Manager and any Affiliates of Borrower or its Manager except a bank account shared with any other Borrower, or fail to prepare and maintain its own financial statements in accordance with GAAP or another accounting method reasonably satisfactory to Administrative Agent and susceptible to audit; (j) enter into any contract or agreement with Guarantor, or any Member or Affiliate of Borrower or Guarantor, except as approved in writing by Administrative Agent or upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than Guarantor or Member or Affiliate of Borrower or Guarantor; (k) seek dissolution or winding up, in whole or in part; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) guaranty or become obligated for the debts of any other Person; (i) , or hold itself out to be responsible or pledge its assets or credit worthiness for the debts of another Person, or allow any Person to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of Borrower (except as provided in the Documents; for Guarantor); (jn) make any loans or advances to any third party, including any affiliate Member or Affiliate of Borrower, except for distributions; ; (ko) fail to file its own tax returns or file on to use separate contracts, purchase orders, stationery, invoices and checks (other than checks related to a consolidated basis; checking account shared with any other Borrower); (lp) 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 (other than the utilization in the ordinary course of business of the registered trademark or brand name “SmartStop Self Storage” and related marks, or registered trademarks, or brand names now or hereafter owned by SmartStop REIT and related marks, with respect to its dealings with its customers or the general public or for banking purposes) in order not (i) to mislead others as to the identity entity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate Member or Affiliate of Borrower); (q) fail to allocate fairly and reasonably among Borrower and any third party (including Guarantor or any Affiliate of any of the foregoing) any overhead for common employees, shared office space or other overhead and administrative expenses; (r) allow any Person to pay the salaries of Borrower’s employees or fail to maintain a sufficient number of employees for Borrower’s contemplated business operations taking into account the services to be provided by the manager of such Borrower’s Parcel pursuant to the Property Management Agreement; (s) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations (to the extent there exists sufficient cash flow from the Borrower’s Parcel to do so); provided, however, that the foregoing shall not require any member, partner or beneficiary of Borrower to provide additional funds to Borrower whether by virtue of loans, additional capital contributions or otherwise; (mt) file a voluntary petition or otherwise initiate proceedings to have Borrower or Member adjudicated bankrupt or insolvent, or consent to the filing institution of bankruptcy or insolvency proceedings against Borrower or Member, or file a petition seeking or consenting to reorganization or relief of Borrower or Member as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to Borrower or Member; or seek or consent to the appointment of any petitiontrustee, either voluntary receiver, conservator, assignee, sequester, custodian, liquidator (or involuntary, to take advantage other similar official) of Borrower or Member or of all or any applicable insolvency, bankruptcy, liquidation substantial part of the properties and assets of Borrower or reorganization statuteMember, or make an any general assignment for the benefit of creditors; creditors of Borrower or Member, or admit in writing the inability of Borrower or Member to pay its debts generally as they become due or declare or effect a moratorium on the payment of any Indebtedness of Borrower or Member or take any action in furtherance of any such action; (nu) Other than the utilization in the ordinary course of business of the registered trademark or brand name “SmartStop Self Storage” and related marks, or registered trademarks, or brand names now or hereafter owned by SmartStop REIT and related marks, with respect to its dealings with its customers or the general public or for banking purposes, share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate Member, Guarantor or Affiliate of Borrower Borrower, (ii) any Affiliate of a Member or Guarantor, or (iiiii) any other Person or entityallow any Person to identify Borrower as a department or division of that Person; or (ov) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicableconceal assets from any creditor, or without enter into any transaction with the prior written consent intent to hinder, delay or defraud creditors of Lender, amend, modify Borrower or fail to comply with (in the creditors of any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsother Person.

Single-Purpose Entity. Borrower hereby represents, warrants The LLC is intended to be a Single Purpose Entity. In furtherance thereof and covenants notwithstanding anything to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specificallycontrary set forth herein, except only to the extent as otherwise required or permitted not prohibited by the Documents, Borrower has not and shall not do, cause, or permit any of the following: Loan Documents, for so long as any indebtedness remains outstanding under any Loan or any Lender has any obligation to extend credit under the Loan Documents, the LLC shall, and the Managing Member shall cause the LLC to: (a) engage in any business or activity other than to ownthe fullest extent permitted by law, operate, finance, develop, manage, lease, maintain, market continue to be a duly formed and sell validly existing single member limited liability company under the Property laws of the State of Delaware and activities incidental thereto; otherwise comply with the criteria for a Single Purpose Entity; (b) acquire or own any material assets other than comply with the Property; provisions of its organizational documents and the laws of the State of Delaware relating to single member limited liability companies; (c) except as otherwise permitted observe all customary formalities regarding its limited liability company existence; (d) maintain a sufficient number of employees in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all light of its assets or change its legal structure, without in each case Lender’s consent; contemplated business operations; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file separate from those of any other person if required under federal and state law; (f) accurately maintain as official records its own separate financial statements, accounting records and other operating documents, bank accounts and books separate from those of the Member, all Affiliates of the Member and any other Person and not have its Quill Equity LLC Amended and Restated Limited Liability Company Agreement assets listed on a the financial statement of any other entity, provided however, that the LLC’s assets may be included on the consolidated basis; (l) fail either to hold itself out to financial statements of its Affiliates if such consolidated financial statements shall indicate that the public as a legal entity assets of the LLC are separate and distinct from any other Person and are not available to the creditors of any other Person; (g) not commingle its assets or to conduct funds with those of the Member, any Affiliates of the Member or any other Person and hold all of its business solely assets in its own name name; (h) conduct the Business of the LLC in order not its own name; (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself pay its own liabilities out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formationown funds, including, without limitation, salaries of its employees, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay overhead expenses from its debts and liabilities from, and to the extent of, its own separate assets as the same shall become due provided, however, the foregoing shall not require the Member to make additional capital contributions to the LLC; (j) identify itself in all dealings with the public under its own name and payable; as a separate and distinct legal entity, and not as a division or a part of the Member or any Affiliate of the Member or any other Person, and not identify the Member or any Affiliate of the Member or any other Person as being a division or part of the LLC and correct any known misunderstanding regarding the foregoing; (qk) transact any business with affiliates, except on an arm’s-length basis have and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations provided, however, the foregoing shall not require the Member to make additional capital contributions to the LLC; (l) be and remain solvent and pay its debts from its own assets and funds as the same shall become due provided, however, the foregoing shall not require the Member to make additional capital contributions to the LLC; (m) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets from those of any other Person; (n) hold member meetings, as appropriate, to conduct the Business of the LLC; (o) not (i) assume or guarantee the liabilities of the Member (or any predecessor entity), any Affiliates of the Member, or any other Person, (ii) acquire the obligations or securities of the Member (or any predecessor entity), or any Affiliate of the Member, or any other Person, (iii) make loans or advances to or buy or hold evidences of indebtedness issued by the Member (or any predecessor entity), or any Affiliate of the Member, or any other Person, (iv) hold out its credit as being available to satisfy the obligations of any other Person, or (v) pledge or otherwise grant consensual liens on its assets for the benefit of any other Person other than the Lender; (p) not enter into any contract, or agreement or be a party to any transaction with any Affiliate of the LLC, the Member (or any predecessor entity) or any Affiliate of the Quill Equity LLC Amended and Restated Limited Liability Company Agreement Member or any constituent party of the Member except in the ordinary course of business of the LLC on terms and conditions which are intrinsically fair and substantially similar to those that would be obtained in a comparable arm’s-length transaction with an unrelated third party, and allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including payment for office space and services performed by any employee of any Affiliate; (q) use and maintain separate stationery, internet address, invoices and checks bearing its own name; (r) not sell or lease or otherwise dispose of all or substantially all of the assets of the LLC or engage in any sale of assets outside the ordinary course of the Business of the LLC; (s) not incur any additional indebtedness, other than normal trade accounts and lease obligations incurred in the ordinary course of business provided that the same are not evidenced by any promissory notes, do not exceed, in the aggregate at any time, two percent (2%) of the outstanding balance of the Loan allocable to the Property, provided such expenses are paid within sixty (60) days of the date incurred; (t) to the fullest extent permitted by law, not seek or effect the liquidation, dissolution, winding up, consolidation, asset sale, or merger, in whole or in part, of the LLC; (u) not form, acquire or hold any subsidiary or own any equity interest in any other entity or control the decisions with respect to the daily affairs of any other Person; (v) not modify, amend, override or repeal the definition of “Independent Manager,” “Single Purpose Entity,” “Bankruptcy Action,” or this Section 2.7 or any of Sections 2.6, 2.8, 3.4, 4.3.5, 4.5, 4.6, 4.7, 6.1, 6.2, 6.3, 6.4, 6.6, 6.7, 8.2, and 8.4 of this Agreement; (w) to the extent consistent with applicable law, including Section 18-1101(c) of the Act, when acting on matters subject to the vote of the members of the LLC, the members shall take into account the interests of the LLC’s creditors as well as those of its members; (x) comply with any other “single purpose entity” provisions set forth in the Loan Agreement; and (y) except as specifically provided in the Loan Documents, permit any person to guarantee or become obligated for the debts of the LLC. The failure of the LLC, the Member or the Managing Member on behalf of the LLC, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the LLC as a separate legal entity or the limited liability of the Managing Member, Member or the Independent Managers.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower (a) It has not and shall not do, cause, or permit any of the following: not: (ai) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (bii) acquire or own any material assets other than (A) the Property; , and (cB) except such incidental Personal Property as otherwise permitted in Article V may be necessary for the operation of this Instrument, the Property; (iii) merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (oiv) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower's Partnership Agreement, Articles or Certificate of Incorporation, Operating Agreement or similar organizational documents, as the case may be; , 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 hereunder, under the Note or under the Other Security Documents; (pv) fail to pay its debts and liabilities fromown any subsidiary or make any investment in, and to any person or entity without the extent of, consent of Lender; (vi) commingle its assets as with the same shall become due and payable; (q) transact assets of any business with of its general partners, members, shareholders, affiliates, except on an arm’s-length basis principals or of any other person or entity; (vii) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and pursuant to written agreements that trade payables incurred in the ordinary course of business, provided same are terminable at will without the payment of a fee paid when due; (except as otherwise approved by Lender); and (rviii) fail to maintain adequate capital its records, books of account and bank accounts separate and apart from those of the general partners, members, shareholders, principals and affiliates of Borrower, the affiliates of a general partner or member, or shareholder of Borrower, and any other person or entity; (ix) enter into any contract or agreement with any general partner, member, shareholder, principal or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any general partner, member, shareholder, principal or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, member, principal or affiliate thereof; (x) seek the dissolution or winding up in whole, or in part, of Borrower; (xi) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any general partner, member, shareholder, principal or affiliate of Borrower, or any general partner, member, shareholder, principal or affiliate thereof or any other person; (xii) hold itself out to be responsible for the debts of another person; (xiii) make any loans or advances to any third party, including any general partner, member, shareholder, principal or affiliate of Borrower, or any general partner, principal or affiliate thereof; (xiv) fail to file its own tax returns; (xv) agree to, enter into or consummate any transaction which would render Borrower unable to furnish the certification or other evidence referred to in Section 4.2(b) hereof; (xvi) fail either to hold itself out to the extent available public as a legal entity separate and distinct from revenues for any other entity or person or to conduct its business solely in its own name in order not (A) to mislead others as to the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.identity with which such other party is transacting business, or (B) to suggest that Borrower is

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower’s Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization, Operating Agreement or similar organizational documents, as the case may be; ; (pe) own any subsidiary or make any investment in or acquire the obligations or securities of any other person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its partner(s), members, shareholders, affiliates, or of any other person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower permitted hereunder and properly accounted for; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except unsecured trade and operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Property in such amounts as are normal and reasonable under the circumstances, provided that such debt is not evidenced by a note and is paid when due and provided in any event the outstanding principal balance of such debt shall not exceed at any one time one percent (1%) of the outstanding Debt; (h) allow any person or entity to pay its debts and liabilities (except a Guarantor) or fail to pay its debts and liabilities fromsolely from its own assets; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the shareholders, partners, members, principals and affiliates of Borrower, the affiliates of a shareholder, partner or member of Borrower, and any other person or entity or fail to prepare and maintain its own financial statements in accordance with generally accepted accounting principles and susceptible to audit, or if such financial statements are consolidated fail to cause such financial statements to contain footnotes disclosing that the Property is actually owned by the Borrower; (j) enter into any contract or agreement with any shareholder, partner, member, principal or affiliate of Borrower, any guarantor of all or a portion of the Debt (a “Guarantor”) or any shareholder, partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any shareholder, partner, member, principal or affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or affiliate thereof; (k) seek dissolution or winding up, in whole or in part; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) hold itself out to be responsible or pledge its assets or credit worthiness for the debts of another person or entity or allow any person or entity to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of the Borrower (except for a Guarantor); (n) make any loans or advances to any third party, including any shareholder, partner, member, principal or affiliate of Borrower, or any shareholder, partner, member, principal or affiliate thereof; (o) fail to file its own tax returns or to use separate contracts, purchase orders, stationery, invoices and checks; (p) fail either to hold itself out to the extent ofpublic as a legal entity separate and distinct from any other entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the entity with which such other party is transacting business, its assets as or (ii) to suggest that Borrower is responsible for the same shall become due and payable; debts of any third party (including any shareholder, partner, member, principal or affiliate of Borrower, or any shareholder, partner, member, principal or affiliate thereof); (q) transact fail to allocate fairly and reasonably among Borrower and any business with affiliatesthird party (including, except on an arm’s-length basis without limitation, any Guarantor) any overhead for common employees, shared office space or other overhead and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and administrative expenses; (r) allow any person or entity to pay the salaries of its own employees or fail to maintain a sufficient number of employees for its contemplated business operations; (s) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (t) file a voluntary petition or otherwise initiate proceedings to have the Borrower or any general partner, manager or managing member of Borrower adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Borrower or any general partner, manager or managing member of Borrower, or file a petition seeking or consenting to reorganization or relief of the Borrower or any general partner, manager or managing member of Borrower as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Borrower or any general partner, manager or managing member of Borrower; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Borrower or any general partner, manager or managing member of Borrower or of all or any substantial part of the properties and assets of the Borrower or any general partner, manager or managing member of Borrower, or make any general assignment for the benefit of creditors of the Borrower or any general partner, manager or managing member of Borrower , or admit in writing the inability of the Borrower or any general partner, manager or managing member of Borrower to pay its debts generally as they become due or declare or effect a moratorium on the Borrower or any general partner, manager or managing member of Borrower debt or take any action in furtherance of any such action; (u) share any common logo with or hold itself out as or be considered as a department or division of (i) any shareholder, partner, principal, member or affiliate of Borrower, (ii) any affiliate of a shareholder, partner, principal, member or affiliate of Borrower, or (iii) any other person or entity or allow any person or entity to identify the Borrower as a department or division of that person or entity; or (v) conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other person or entity.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. (1) Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower’s Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization, Operating Agreement or similar organizational documents, as the case may be; ; (pe) own any subsidiary or make any investment in or acquire the obligations or securities of any other person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its partner(s), members, shareholders, affiliates, or of any other person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower permitted hereunder and properly accounted for; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except unsecured trade and operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Property in such amounts as are normal and reasonable under the circumstances, provided that such debt is not evidenced by a note and is paid within sixty (60) days of the date incurred (unless it is being contested in good faith by Borrower) and provided in any event the outstanding principal balance of such debt shall not exceed at any one time four percent (4%) of the outstanding Debt; (h) allow any person or entity to pay its debts and liabilities (except a Guarantor or Indemnitor) or fail to pay its debts and liabilities from, and to the extent of, solely from its assets as the same shall become due and payable; own assets; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (ri) fail to maintain adequate capital its records, books of account and bank accounts separate and apart from those of the shareholders, partners, members, principals and affiliates of Borrower, the affiliates of a shareholder, partner or member of Borrower, and any other person or entity or fail to prepare and maintain its own financial statements in accordance with generally accepted accounting principles and susceptible to audit, or if such financial statements are consolidated fail to cause such financial statements to contain footnotes disclosing that the extent Property is actually owned by the Borrower; (j) enter into any contract or agreement with any shareholder, partner, member, principal or affiliate of Borrower, any guarantor of all or a portion of the Debt (a “Guarantor”) or any shareholder, partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available from revenues for on an arms-length basis with third parties other than any shareholder, partner, member, principal or affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or affiliate thereof; (k) seek dissolution or winding up in whole, or in part; (1) fail to correct any known misunderstandings regarding the normal obligations reasonably foreseeable in a business separate identity of its size and character and in light of its contemplated business operations.Borrower;

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is Until the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use indebtedness in the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full amount of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only $12,000,000 made to the extent required or permitted Company by CW Capital LLC (as thereafter assigned to Federal Home Loan Mortgage Corporation) (the Documents“Mortgage Loan”) is paid in full, Borrower has not and the Company: (i) shall not do, cause, or permit any of the following: (a) engage in any business or activity activity, other than to ownthe ownership, operate, finance, develop, manage, lease, maintain, market operation and sell maintenance of the Property Project and activities incidental thereto; ; (bii) acquire shall not acquire, own, hold, lease, operate, manage, maintain, develop or own improve any material assets other than the Property; (c) except Project and such personal property as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without may be necessary for the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those operation of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) fail either to hold itself out to the public as a legal entity separate Project and distinct from any other Person or to shall conduct and operate its business solely in its own name in order not as presently conducted and operated; (iiii) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to shall preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation or organization and shall do all things necessary to observe organizational formalities; (iv) shall not merge or formationconsolidate with any other Person (for purposes of this Section 1.05 only, and qualification to do business as such term is defined in the states where Loan Documents); (v) shall not take any action to dissolve, wind-up, terminate or liquidate in whole or in part; to sell, transfer or otherwise dispose of all or substantially all of its assets; to change its legal structure; transfer or permit the Property is locateddirect or indirect transfer of any partnership, if membership or other equity interests, as applicable, other than transfers permitted under the documents evidencing and securing the Mortgage Loan (the “Loan Documents”); issue additional partnership, membership or other equity interests, as applicable; or seek to accomplish any of the foregoing; (vi) shall not, without the prior unanimous written consent of Lender, amend, modify or fail to comply with all of the Members and one hundred percent (in 100%) of the members of the Management Committee: (A) file any material respect)insolvency, or terminate reorganization case or proceeding, to institute proceedings to have the provisions Company be adjudicated bankrupt or insolvent, (B) institute proceedings under any applicable insolvency law, (C) seek any relief under any law relating to relief from debts or the protection of debtors, (D) consent to the filing or institution of bankruptcy or insolvency proceedings against the Company, (E) file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy or insolvency, (F) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official for the Company or a substantial part of its property, (G) make any assignment for the benefit of creditors of the formation documents Company or similar organizational documentsany SPE Equity Owner, as (H) admit in writing the case may be; (p) fail Company’s or any SPE Equity Owner’s inability to pay its debts generally as they become due, or (I) take action in furtherance of any of the foregoing; (vii) shall not amend or restate its organizational documents if such change would modify the requirements set forth in Section 1.03 or in this Section 1.05; (viii) shall not own any subsidiary or make any investment in, any other Person; (ix) shall not commingle its assets with the assets of any other Person and liabilities fromshall hold all of its assets in its own name; (x) shall not incur any debt, secured or unsecured, direct or contingent (including, without limitation, guaranteeing any obligation), other than, (A) the Mortgage Loan (and any further indebtedness as described in the Loan Documents with regard to supplemental mortgages) and (B) customary unsecured trade payables incurred in the extent ofordinary course of owning and operating the Project provided the same are not evidenced by a promissory note, do not exceed, in the aggregate, at any time a maximum amount of two percent (2%) of the original principal amount of the Mortgage Loan and are paid within sixty (60) days of the date incurred; (xi) shall maintain its records, books of account, bank accounts, financial statements, accounting records and other entity documents separate and apart from those of any other Person and shall not list its assets as assets on the same financial statement of any other Person; provided, however, that the Company’s assets may be included in a consolidated financial statement of its Affiliate (for purposes of this Section 1.05 only, as such term is defined in the Loan Documents) provided that (A) appropriate notation shall become due be made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate and payable; to indicate that the Company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (qB) transact such assets shall also be listed on the Company’s own separate balance sheet; (xii) except for capital contributions or capital distributions permitted under the terms and conditions of its organizational documents, shall only enter into any business contract or agreement with affiliatesany member, except principal or Affiliate of the Company or any guarantor, or any general partner, member, principal or Affiliate thereof, upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (xiii) shall not maintain its assets in such a manner that will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (xiv) shall not assume or guaranty (excluding any guaranty that has been executed and pursuant delivered in connection with the Mortgage Loan) the debts or obligations of any other Person, hold itself out to written agreements be responsible for the debts of another Person, pledge its assets to secure the obligations of any other Person or otherwise pledge its assets for the benefit of any other Person, or hold out its credit as being available to satisfy the obligations of any other Person; (xv) shall not make or permit to remain outstanding any loans or advances to any other Person except for those investments permitted under the Loan Documents and shall not buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (xvi) shall file its own tax returns separate from those of any other Person, except to the extent that are terminable at will without the payment Company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, and shall pay any taxes required to be paid under applicable law; (xvii) shall hold itself out to the public as a legal entity separate and distinct from any other Person and conduct its business solely in its own name, shall correct any known misunderstanding regarding its separate identity and shall not identify itself or any of its Affiliates as a fee division or department of any other Person; (except as otherwise approved by Lender); and (rxviii) fail to shall maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall pay its debts and liabilities from its own assets as the same shall become due; (xix) shall allocate fairly and reasonably shared expenses with Affiliates (including, without limitation, shared office space) and use separate stationery, invoices and checks bearing its own name; (xx) shall pay (or cause the Property Manager (for purposes of this Section 1.05 only, as such term is defined in the Loan Documents) to pay on behalf of the Company from the Company’s funds) its own liabilities (including, without limitation, salaries of its own employees) from its own funds; (xxi) shall not acquire obligations or securities of its members or Affiliates; (xxii) except as contemplated or permitted by the Property Management Agreement with respect to the Property Manager, shall not permit any Affiliate or constituent party independent access to its bank accounts; and (xxiii) shall maintain a sufficient number of employees (if any) in light of its contemplated business operations and pay the salaries of its own employees, if any, only from its own funds.

Single-Purpose Entity. Borrower hereby represents, warrants The Company is intended to be a Single Purpose Entity. In furtherance thereof and covenants notwithstanding anything to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specificallycontrary set forth herein, except only to the extent as otherwise required or permitted not prohibited by the Documents, Borrower has not and shall not do, cause, or permit any of the following: Loan Documents, for so long as any indebtedness remains outstanding under the Loan, the Company shall, and the Managing Member shall cause the Company to: (a1) engage in any business or activity other than to ownthe fullest extent permitted by law, operate, finance, develop, manage, lease, maintain, market continue to be a duly formed and sell validly existing limited liability company under the Property laws of the State of Delaware and activities incidental thereto; a Single Purpose Entity; (b2) acquire or own any material assets other than comply with the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all provisions of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without organizational documents and the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those laws of the affiliates State of Borrower or any other PersonDelaware relating to limited liability companies; (3) observe all customary formalities regarding its limited liability company existence; (4) maintain a sufficient number of employees in light of its contemplated business operations; Amended and Restated Limited Liability Company Agreement Tarantula Interests LLC (i5) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or separate from those of any other person unless it is a tax disregarded entity not required to file tax returns under applicable law; (6) accurately maintain as official records its own separate financial statements, accounting records and other operating documents, bank accounts and books separate from those of the Member, all Affiliates of the Member and any other Person and not have its assets listed on a the financial statement of any other entity, provided however, that the Company’s assets may be included on the consolidated basis; (l) fail either to hold itself out to financial statements of its Affiliates if such consolidated financial statements shall indicate that the public as a legal entity assets of the Company are separate and distinct from any other Person and are not available to the creditors of any other Person; (7) not commingle its assets with those of the Member, any Affiliates of the Member or to conduct any other Person and hold all of its business solely assets in its own name in order not name; (i) to mislead others as to 8) conduct the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws Business of the jurisdiction Company in its own name; (9) pay its own liabilities, including, without limitation, salaries of its organization or formationemployees, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay overhead expenses from its debts and liabilities from, and to the extent of, its own separate assets as the same shall become due due, provided, however, the foregoing shall not require the Member to make additional Capital Contributions to the Company; (10) identify itself in all dealings with the public under its own name and payable; as a separate and distinct legal entity, and not as a division or a part of the Member or any Affiliate of the Member or any other Person, and not identify the Member or any Affiliate of the Member or any other Person as being a division or part of the Company and correct any known misunderstanding regarding the foregoing; (q11) transact any business with affiliates, except on an arm’s-length basis have and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations., provided, however, the foregoing shall not require the Member to make additional Capital Contributions to the Company; (12) be and remain solvent, provided, however, the foregoing shall not require the Member to make additional Capital Contributions to the Company; (13) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (14) hold member meetings, as appropriate, to conduct the Business of the Company; (15) except as specifically provided in the Loan Documents, permit any Person to guarantee or become obligated for the debts of the Company at any time in the future; (16) not (i) assume or guarantee the liabilities of the Member (or any predecessor entity), any Affiliates of the Member, or any other Person, (ii) acquire the obligations or securities of the Member (or any predecessor entity), or any Affiliate of the Member, or any other Person, (iii) make loans or advances to or buy or hold evidences of indebtedness issued by the Member (or any predecessor entity), or any Affiliate of the Member, or any other Person, (iv) hold out its credit as being available to satisfy the obligations of any other Person, or (v) pledge its assets for the benefit of any other Person; Amended and Restated Limited Liability Company Agreement Tarantula Interests LLC (17) not enter into any contract, or agreement or be a party to any transaction with any Affiliate of the Company, the Member (or any predecessor entity) or any Affiliate of the Member or any constituent party of the Member except in the ordinary course of business of the Company on terms and conditions which are intrinsically fair and would be obtained in a comparable arm’s-length transaction with an unrelated third party, and allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including payment for office space and services performed by any employee of any Affiliate; (18) use and maintain separate stationery, internet address, invoices and checks bearing its own name; (19) not sell or lease or otherwise dispose of all or substantially all of the assets of the Company or engage in any sale of assets outside the ordinary course of the Business of the Company; (20) not incur any additional indebtedness other than unsecured trade payables and operational debt incurred in the ordinary course of the Company’s business, as provided in and subject to the applicable terms and provisions of the Loan Documents; (21) to the fullest extent permitted by law, not seek or effect the liquidation, dissolution, winding up, consolidation, asset sale, or merger, in whole or in part, of the Company; (22) not form, acquire or hold any subsidiary or own any equity interest in any other entity (other than the Property) or control the decisions with respect to the daily affairs of any other Person; (23) not modify, amend, override or repeal the definition of “Single Purpose Entity,” “Bankruptcy Action,” or this Section 4.2 or any of Sections 4.1, 11.2, 15.1, 19.1, or 19.7 of this Agreement; (24) to the extent consistent with applicable law, including Section 18-1101(c) of the Act, when acting on matters subject to the vote of the members of the Company, the members shall take into account the interests of the Company’s creditors, as well as those of its members; and (25) comply with any other “single purpose entity” provisions set forth in the Loan Agreement. The failure of the Company, or the Managing Member on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Managing Member. Amended and Restated Limited Liability Company Agreement Tarantula Interests LLC

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operatedevelopment, financeownership, developsales, manageoperation and maintenance of the Property, lease, maintain, market and sell the Property and activities incidental incident thereto; ; (b) acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental personal property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar Borrower’s organizational documents, as ; (e) own any subsidiary or make any investment in or acquire the case may be; obligations or securities of any other Person or entity without the consent of Lender; (pf) fail to pay its debts and liabilities from, and to the extent of, commingle its assets as with the same shall become due and payable; (q) transact assets of any business with of its partner(s), members, shareholders, affiliates, except or of any other Person or entity or transfer any assets to any such Person or entity other than distributions on an arm’s-length basis account of equity interests in Borrower permitted hereunder and pursuant to written agreements that are terminable at will without the payment of a fee properly account for; (except as otherwise approved by Lender); and (rg) fail to maintain adequate capital its records, books of account and Lender accounts separate and apart from those of the shareholders, partners, members, principals and affiliates of Borrower, the affiliates of a shareholder, partner or member of Borrower, and any other Person or entity fail to prepare and maintain its own financial statements in accordance with generally accepted accounting principles and susceptible to audit, or if such financial statements are consolidated, fail to cause such financial statements to contain footnotes disclosing that the extent available from revenues Property is actually owned by Borrower; (h) hold itself out to be responsible or pledge its assets or credit worthiness for the normal obligations debts of another Person or entity or allow any Person (other than Guarantor) to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of Borrower; (i) fail to allocate fairly and reasonably foreseeable in a business of its size among Borrower and character any third party any overhead for common employees, shared office space or other overhead and in light of its contemplated business operations.administrative expenses. Active/52667753.1

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financedevelopment, developconstruction, manageoperation and maintenance of the Property, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the construction, operation or maintenance of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to preserve its existence as an entity duly organized, without validly existing and in each case Lendergood standing under the laws of the jurisdiction of its organization or formation, (ii) dissolve or otherwise terminate, or fail to comply with the provisions of Borrower’s consent; organizational documents, or (iii) amend or modify Borrower’s certificate of formation or amend or modify any provision of the Borrower’s Operating Agreement except as expressly permitted under this Agreement; (e) own any subsidiary or make any investment in or acquire the obligations or securities of any Person without the consent of Lender; other person or entity; (f) fail to hold its assets in its own name, or commingle its assets with the assets of any affiliate of Borrower its partners, Affiliates, or of any other Person; person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower, to the extent, if any, permitted hereunder, and properly account for, and any other payments expressly permitted hereunder; (g) incur any debtDebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Loan, except unsecured trade and operational Debt incurred with trade creditors in the ordinary course of its business of owning and operating the PropertyProperty in such amounts as are normal and reasonable under the circumstances, except as provided herein; that such Debt is not evidenced by a note and is paid when due; (h) allow any Person to pay its Debts and liabilities in tendering a cure, in its sole discretion, or fail to pay its Debts and liabilities solely from its own assets; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates Members and any Affiliates of Borrower or its Members, or fail to prepare and maintain its own financial statements in accordance with generally accepted accounting principles and susceptible to audit; (j) enter into any contract or agreement with a Guarantor, or any Members or Affiliate of Borrower or a Guarantor, except as approved in writing by Lender or upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than such Guarantor or such Member or Affiliate of Borrower or a Guarantor; (k) seek dissolution or winding up, in whole or in part; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) guaranty or become obligated for the Debts of any other Person; (i) entity or person, or hold itself out to be responsible or pledge its assets or credit worthiness for the debts Debts of another Personperson or entity, or allow any person or entity to hold itself out to be responsible or pledge its assets or credit worthiness for the Debts of the Borrower (except as provided in the Documents; for Guarantor); (jn) make any loans or advances to any third party, including any affiliate Member or Affiliate of Borrower, except for distributions; ; (ko) fail to file its own tax returns or file on a consolidated basis; to use separate contracts, purchase orders, stationery, invoices and checks; (lp) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity entity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts Debts of any third party (including any affiliate Member or Affiliate of Borrower); ; (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (oq) fail to preserve its existence as an entity duly organizedallocate fairly and reasonably among Borrower and any third party (including General Partner, validly existing and in good standing (if applicable) under the laws any Guarantor or any Affiliate of any of the jurisdiction foregoing) any overhead for common employees, shared office space or other overhead and administrative expenses; (r) allow any person or entity to pay the salaries of its organization or formation, and qualification to do business in the states where the Property is locatedBorrower’s employees, if applicableany, or without the prior written consent of Lender, amend, modify or fail to comply with maintain a sufficient number of employees for Borrower’s contemplated business operations; (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (rs) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations Lender acknowledges that this obligation shall not be covered by the Payment Guaranty); (t) file a voluntary petition or otherwise initiate proceedings to have the Borrower adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Borrower, or file a petition seeking or consenting to reorganization or relief of the Borrower as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Borrower; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequester, custodian, liquidator (or other similar official) of the Borrower or of all or any substantial part of the properties and assets of the Borrower, or make any general assignment for the benefit of creditors of the Borrower, or admit in writing the inability of the Borrower to pay its Debts generally as they become due or declare or effect a moratorium on the payment of any debt of Borrower or take any action in furtherance of any such action; (u) Intentionally Omitted; or (v) conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other Person.

Single-Purpose Entity. Borrower hereby representsIn no event shall any Borrower, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, whether directly or indirectly, take acquire any actions property or asset other than the Property nor commence any income generating activity not contemplated to be conducted by such Borrower as set forth in violation this Agreement until all Secured Obligations have been indefeasibly paid in full. Without limiting the preceding provisions of this Section 5.1.14, each Borrower shall at all times until the formation documents or Secured Obligations have been indefeasibly paid in full, be a Person, other than an individual, that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: (a) is formed or organized solely for the purpose of holding, directly, an ownership interest in the applicable Property, or any portion thereof, (b) does not engage in any business or activity other than to ownthe ownership, operatemanagement and operation of the applicable Property or any portion thereof, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (bc) acquire or own does not have any material (i) assets other than those related to its interest in the Property; applicable Property or any portion thereof or (cii) Indebtedness (except as for the Loan and the Permitted Debt), (d) does not guarantee or otherwise permitted become liable on or in Article V of this Instrument, merge into or consolidate connection with any obligation of any other Person or dissolve(other than in respect of the Affiliate Guaranty (Portfolio Borrowers)), terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make does not enter into any investment in contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person without the consent or any Affiliate of Lender; any such stockholder, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than an Affiliate, (f) commingle its assets with does not incur, create or assume any Indebtedness (except for the assets Loan and Permitted Debt and in respect of any affiliate of Borrower or any other Person; the Affiliate Guaranty (Portfolio Borrowers)), (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) does not make any loans or advances to any third partyother Person (including, including without limitation, any affiliate of BorrowerAffiliate), except for distributions; (h) does not become insolvent or fail to pay its debts from its assets as the same shall become due, (i) does not fail to conduct and operate its business in all material respects as previously conducted and operated, (j) does not fail to pay its debts from its assets as the same shall become due, (k) does not fail to file maintain its own tax returns books and records and bank accounts separately from those of its Affiliates (other than the other Borrowers or file on a consolidated basis; the Cross-Collateralized Borrowers), including, without limitation, its general partners or members, as may be applicable, (l) does not fail either at all times to hold itself out to the public as a legal entity separate and distinct apart from any other Person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting businessincluding, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or (ii) to suggest that other owner of such Borrower is responsible for the debts or any Affiliate of any third party (including any affiliate of Borrowersuch stockholder, partner, member, trustee, beneficiary, or other owner); ), (m) does not fail to file or consent its own tax returns to the filing of any petition, either voluntary or involuntary, extent that it is legally required to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditorsdo so; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) does not fail to maintain adequate capital to the extent available from revenues for the its normal obligations obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (o) does not fail to 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 (other than the other Borrowers or the Cross-Collateralized Borrowers) or any other Person, (p) does not hold itself out to be responsible for the Indebtedness (other than the with respect to each Borrower’s obligations under this Agreement and in respect of the Affiliate Guaranty (Portfolio Borrowers)) of any other Person, (q) is subject to and complies with all of the limitations on powers set forth in the organizational documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof, (r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person (other than the other Borrowers or the Cross-Collateralized Borrowers), (s) utilizes its own letterhead, invoices and checks, (t) holds title to its interest in the applicable Property in its own name, (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate, (v) does not pledge its assets for the benefit of any other Person other than pursuant to the Loan Documents as security for the Loan, and (w) corrects any known misunderstandings regarding its separate identity.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe ownership, operate, finance, develop, manage, lease, maintain, market operation and sell maintenance of the Property (and the Additional Property (hereinafter defined)), and activities incidental thereto; ; (b) acquire or own any material assets other than (i) the Property and Additional Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property and the Additional Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower's Partnership Agreement, Articles or Certificate of Incorporation or similar organizational documents, as the case may be; , 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 hereunder, under the Note or under the Other Security Documents; (pe) own any subsidiary or make any investment in, any person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its general partners, affiliates, principals or of any other person or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except in the ordinary course of its business of owning and operating the Property and the Additional Property, provided that such debt is paid when due: (h) become insolvent and fail to pay its debts and liabilities from, and to the extent of, from its assets as the same shall become due and payable; due: (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (ri) fail to maintain adequate capital its records, books of account and bank accounts separate and apart from those of the general partners, principals and affiliates of Borrower, the affiliates of a general partner of Borrower, and any other person or entity; (j) enter into any contract or agreement with any general partner, principal or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any general partner, principal or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, principal or affiliate thereof; (k) seek the extent available dissolution or winding-up in whole, or in part, of Borrower; (1) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from revenues for the normal obligations reasonably foreseeable in a business those of its size and character and in light any member, general partner, principal or affiliate of its contemplated business operations.Borrower, or any member, general partner, principal or affiliate thereof or any other person;

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Properly, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge Merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower's Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization, Operating Agreement or similar organizational documents, as the case may be; ; (pe) own any subsidiary or make any investment in or acquire the obligations or securities of any other person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its general partner(s), if Borrower is a partnership, its managing members, if Borrower is a limited liability company, or XXXXXX GUARANTY TRUST COMPANY its principal shareholders, if Borrower is a corporation (in each case, "Principal"), affiliates, or of any other person or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except unsecured trade and operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Property in such amounts as are normal and reasonable under the circumstances, provided that such debt is not evidenced by a note and is paid when due and provided in any event the outstanding principal balance of such debt shall not exceed at any one time one percent (1%) of the Outstanding Debt; (h) fail to pay its debts and liabilities from, and to the extent of, from its assets as the same shall become due and payable; own assets; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (ri) fail to maintain adequate capital its records, books of account and bank accounts separate and apart from those of the general partners, members, principals and affiliates of Borrower, the affiliates of a general partner or member of Borrower, and any other person or entity; (j) enter into any contract or agreement with any general partner, member, principal or affiliate of Borrower, any guarantor of all or a portion of the Debt (a "Guarantor") or Indemnitor, or any general partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any general partner, member, principal or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, member, principal or affiliate thereof; (k) seek dissolution or winding up in whole, or in part; (1) fail to correct any known misunderstandings regarding the extent available from revenues for the normal obligations reasonably foreseeable in a business separate identity of its size and character and in light of its contemplated business operations.Borrower;

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Each Borrower covenants and agrees that, until payment in full of that from and after the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and Funding Date it shall not do, cause, or permit any of the following: (and its Organizational Documents shall provide that it shall not): (a) with respect to such Borrower, engage in any business or activity other than to ownthe acquisition, operatedevelopment, financeownership, developoperation, manageleasing, leasemanaging and maintenance of its Collateral Property, maintainand entering into the Loans, market and sell the Property and activities incidental thereto; ; (b) with respect to such Borrower, acquire or own any material assets other than (i) (A) in the case of each Fee Owner, its Collateral Property; , (B) in the case of Ground Lessee, its Ground Lease and (C) in the case of each Operating Lessee, its interest in its Operating Lease, and (ii) such incidental Personal Property as may be necessary for the operation of its Collateral Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly formed, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation, and qualification to do business in the state where its Collateral Property is located, if applicable, or (ii) without in each case Lenderthe prior written consent of the Required Lenders, amend, modify, terminate or fail to comply with the special purpose entity/bankruptcy remoteness provisions of such Borrower’s consent; Organizational Documents; (e) own any Subsidiary or make any investment Investment in any Person Person, except in compliance with the terms of Sections 8.02 and 8.10, without the prior written consent of Lender; the Required Lenders; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, Principals or of any other Person; , participate in a cash management system (other than pursuant to a Management Agreement or in accordance with this Agreement) with any other Person or fail to use its own separate stationery, invoices and checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated as its agent; (g) with respect to such Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation)Indebtedness, other than (i) Permitted Liens; (ii) the Obligations and (iii) trade payables in the ordinary course of its business of owning and operating the PropertyCollateral Property or Properties as applicable, except provided that such trade debt (A) is not evidenced by a note, (B) is paid within sixty (60) days of the date incurred, (C) does not exceed, in the aggregate, four percent (4%) of the outstanding principal balance of the Notes and (D) is payable to trade creditors and in amounts as provided herein; are normal and reasonable under the circumstances; (hi) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those of the affiliates members, general partners, Principals and Affiliates of a Borrower, as the case may be, the Affiliates of a member, general partner or Principal of such Borrower, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements, except as required by GAAP; (i) seek the dissolution or winding up in whole, or in part, of such Borrower; (j) fail to correct any known misunderstandings regarding the separate identity of any Borrower or any member, general partner, Principal or Affiliate thereof or any other Person; ; (ik) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person, except other than with respect to the Obligations or any guaranty of any Management Agreement, Replacement Management Agreement, Franchise Agreement or Replacement Franchise Agreement, as provided in set forth therein as the Documents; case may be; (jl) make any loans or advances to any third party, including any affiliate member, general partner, Principal or Affiliate of BorrowerBorrowers or any member, except for distributions; general partner, Principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, Principal or Affiliate of a Borrower or any member, general partner, or Affiliate thereof; (km) to the extent required to file tax returns under applicable Law, fail to file its own tax returns or file be included on a consolidated basis; the tax returns of any other Person except as required by applicable Law; (ln) 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 or a name franchised or licensed to it by an entity other than an Affiliate of a Borrower and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that such Borrower is responsible for the debts of any third party (including any affiliate member, general partner, Principal or Affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person member, general partner, Principal or entity; Affiliate thereof); (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (p) hold itself out as or be considered as a department or division of (i) any general partner, Principal, member or Affiliate of a Borrower, (ii) any Affiliate of a general partner, Principal or member of a Borrower, or (iii) any other Person; (q) fail to allocate fairly and reasonably any overhead expenses that are shared with any other Loan Party or any Affiliate of any Loan Party, including paying for office space and services performed by any employee of an Affiliate of such Loan Party; (r) pledge its assets that constitute Collateral for the benefit of any other Person other than with respect to the Obligations or with respect to any Permitted Liens; (s) fail to maintain a sufficient number of employees in light of its contemplated business operations; (t) fail to provide in its Organizational Documents that for so long as the Loans are outstanding pursuant to the Notes, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable Debtor Relief Law or make an assignment for the benefit of creditors without the affirmative vote of all general partners/managing members/directors; (u) fail to hold its assets in its own name; (v) if such Borrower is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent required by applicable Law; (w) have any of its obligations guaranteed by an Affiliate, other than with respect to the Obligations hereunder or any guarantee required by Ground Lessor or any guarantee of any Management Agreement, Replacement Management Agreement, Franchise Agreement or Replacement Franchise Agreement, as set forth therein as the case may be. In the event such Borrower is a Delaware limited liability company, the limited liability company agreement of such Borrower (the “LLC Agreement”) shall provide that (i) upon the occurrence of any event that causes the last remaining member of a Borrower (“Member”) to cease to be the member of such Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in a Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of a Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any Person designated by such Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of such Borrower, automatically be admitted to such Borrower (“Special Member”) and shall continue such Borrower without dissolution and (ii) Special Member may not resign from such Borrower or transfer its rights as Special Member unless a successor Special Member has been admitted to such Borrower as Special Member in accordance with requirements of Delaware law. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of such Borrower upon the admission to such Borrower of a substitute Member, (w) Special Member shall be a member of such Borrower that has no interest in the profits, losses and capital of such Borrower and has no right to receive any distributions of such Borrower’s assets, (x) pursuant to Section 18-301 of the Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to such Borrower and shall not receive a limited liability company interest in such Borrower, (y) Special Member, in its capacity as Special Member, may not bind such Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, such Borrower, including, without limitation, the merger, consolidation or conversion of such Borrower. In order to implement the admission to such Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to such Borrower as Special Member, Special Member shall not be a member of such Borrower. Upon the occurrence of any event that causes the Member to cease to be a member of such Borrower, to the fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of Member in such Borrower, agree in writing (A) to continue such Borrower and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of such Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of such Borrower in such Borrower. Any action initiated by or brought against Member or Special Member under any Debtor Relief Laws shall not cause Member or Special Member to cease to be a member of such Borrower and upon the occurrence of such an event, the business of such Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and Special Member waives any right it might have to agree in writing to dissolve such Borrower upon the occurrence of any action initiated by or brought against Member or Special Member under any Debtor Relief Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of such Borrower.

Single-Purpose Entity. Borrower hereby represents, warrants warrants, covenants and covenants agrees to Lender ensure at all times during the term of this Agreement, that it shall operate and maintain its status as an independent entity, separate and distinct from all other entities, and that: (a) Borrower is a single-purpose entity whose sole asset is shall not own property or assets, other than the Property, any improvements thereon, leases thereof, contract rights relating thereto, and whose sole business other personal and purpose is to acquireintangible property used or useful solely in connection with the ownership, refurbishoperation, operate, lease, maintain, market, finance, sell and otherwise use maintenance of the Property; (b) Borrower shall not enter into any agreement to provide services to any third party other than tenants of the Property; (c) Borrower's Operating Agreement shall limit its purpose to owning, constructing, developing, operating, managing, improving, leasing, selling, mortgaging, financing, refinancing and uses maintaining the Property and other lawful activities incidental thereto. ; (d) Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: (a) engage in any business or activity other than to ownthe acquisition, operateconstruction, financeownership, developimprovement, manageleasing, leaseoperation and maintenance of the Property, maintain, market and sell the Property and other lawful activities incidental thereto; ; (be) Borrower shall not acquire or own any material assets asset other than the Property and incidental personal property as may be necessary or appropriate for the operation, leasing and maintenance of the Property; ; (cf) except as otherwise permitted in Article V of this Instrument, Borrower shall not merge into or consolidate with any Person or dissolve, terminate or liquidate liquidate, in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (eg) Borrower shall not own any subsidiary or make any investment in or acquire the obligations or securities of any Person without the consent other Person, other than certificates of Lender; deposit, money market accounts or other similar short-term investments; (fh) commingle Borrower shall not co-mingle its funds or other assets (including but not limited to receipts and disbursements) with the funds or other assets of any affiliate of Borrower other Person including but not limited to PGR, Prime Group Realty Trust or any other Person; affiliate of PGR; (gi) incur any debt, secured Borrower shall pay its debts and liabilities from its own assets and shall not pay or unsecured, direct or contingent (including guaranteeing any obligation), other than in become liable for the ordinary course debts of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; ; (ij) Borrower shall correct any known misunderstandings regarding the separate identity of its managers or members; (k) Borrower shall not hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; ; (l) fail either Borrower shall maintain books and records and bank accounts separate from those of any other Person; (m) Borrower shall maintain its assets in such a manner that is not costly or difficult to segregate, identify or ascertain such assets; (n) Borrower shall hold regular entity meetings, as appropriate, to conduct its business and observe all other appropriate entity formalities; (o) Borrower shall hold itself out to creditors and the public as a legal entity separate and distinct from any other Person Person; (p) Borrower shall prepare separate tax returns and financial statements, or to if part of a consolidated group, then it will be shown as a separate member of such group; (q) Borrower shall allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (r) Borrower shall transact all business with affiliates on an arm's length basis; (s) Borrower shall conduct its business solely in its own name in order and use separate invoices and checks; (t) Borrower shall not assume, guarantee, or pay the debts or obligations of any other Person; and (iu) PGR as the sole member of Borrower has not and will not: (1) advance or contribute property to mislead others as to the identity with which such Borrower other party is transacting businessthan by way of capital contribution, or (ii2) accept or cause to suggest that Borrower is responsible for the debts of be made any third party (including any affiliate transfer or distribution of Borrower); (m) file or consent 's assets to the filing such members in respect of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate their ownership of Borrower (other than cash or (ii) any other Person or entity; (o) fail cash-equivalents pursuant to preserve its existence as an entity duly organized, validly existing and authorized actions of Borrower taken in good standing (if applicable) under accordance with the laws of the jurisdiction State of its organization or formation, Delaware and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent State of Lender, amend, modify or fail to comply with (in any material respectOhio), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. Borrower hereby represents, warrants The LLC is intended to be a Single Purpose Entity. In furtherance thereof and covenants notwithstanding anything to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specificallycontrary set forth herein, except only to the extent as otherwise required or permitted not prohibited by the Documents, Borrower has not and shall not do, cause, or permit any of the following: Loan Documents, for so long as any indebtedness remains outstanding under any of the Loans, the LLC shall, and the Managing Member shall cause the LLC to: (a) engage in any business or activity other than to ownthe fullest extent permitted by law, operate, finance, develop, manage, lease, maintain, market continue to be a duly formed and sell validly existing single member limited liability company under the Property laws of the State of Delaware and activities incidental thereto; otherwise comply with the criteria for a Single Purpose Entity; (b) acquire or own any material assets other than comply with the Property; provisions of its organizational documents and the laws of the State of Delaware relating to single member limited liability companies; (c) except as otherwise permitted observe all customary formalities regarding its limited liability company existence; (d) maintain a sufficient number of employees in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all light of its assets or change its legal structure, without in each case Lender’s consent; contemplated business operations; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or separate from those of any other person unless it is a tax disregarded entity not required to file tax returns under applicable law; (f) accurately maintain as official records its own separate financial statements, accounting records and other operating documents, bank accounts and books separate from those of the Member, all Affiliates of the Member and any other Person and not have its assets listed on a the financial statement of any other entity, provided, however, that the LLC’s assets may be included on the consolidated basis; (l) fail either to hold itself out to financial statements of its Affiliates if such consolidated financial statements shall indicate that the public as a legal entity assets of the LLC are separate and distinct from any other Person and are not available to the creditors of any other Person; (g) not commingle its assets or to conduct funds with those of the Member, any Affiliates of the Member or any other Person and hold all of its business solely assets in its own name name; 379990 v4/RE 8 (h) conduct the Business of the LLC in order not its own name; (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself pay its own liabilities out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formationown funds, including, without limitation, salaries of its employees, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay overhead expenses from its debts and liabilities from, and to the extent of, its own separate assets as the same shall become due due; provided, however, the foregoing shall not require the Member to make additional capital contributions to the LLC; (j) identify itself in all dealings with the public under its own name and payable; as a separate and distinct legal entity, and not as a division or a part of the Member or any Affiliate of the Member or any other Person, and not identify the Member or any Affiliate of the Member or any other Person as being a division or part of the LLC and correct any known misunderstanding regarding the foregoing; (qk) transact any business with affiliates, except on an arm’s-length basis have and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.operations provided, however, the foregoing shall not require the Member to make additional capital contributions to the LLC; (1) be and remain solvent and pay its debts from its own assets and funds as the same shall become due provided, however, the foregoing shall not require the Member to make additional capital contributions to the LLC;

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees thatthat its organizational documents shall provide that it has not since its date of formation, until payment in full of the Obligations, Borrower will and shall not, directly and that the organizational documents of its general partner(s), if Borrower is a partnership, or indirectlyits managing member(s), take any actions if Borrower is a limited liability company with multiple members (in violation of the formation documents or each case, “Principal”) shall provide that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not since the date of its formation and shall not do, cause, or permit any of the following: not: (a) with respect to Borrower, engage in any business or activity other than the acquisition, development, ownership, disposition, operation, leasing, managing and maintenance of the Property, and entering into the Loan Documents, and activities incidental thereto and with respect to ownPrincipal, operateengage in any business or activity other than the ownership of its interest in Borrower, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) with respect to Borrower, acquire or own any material assets other than (i) the Property; , and (ii) such incidental personal property as may be necessary for the ownership or operation of the Property and with respect to Principal, acquire or own any material asset other than its interest in Borrower and incidental personal property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or or, to the fullest extent permitted by Applicable Law, dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) other than Principal’s ownership interest in Borrower, without in each case Lender’s consent; (e) own any Subsidiary or make any investment in in, any Person without the prior written consent of Lender; ; (fe) commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, principals or of any other Person; , participate in a cash management system with any other Person or fail to use its own separate stationery, telephone number, invoices and checks; (f) with respect to Borrower, incur any Indebtedness or Guarantees, other than (1) the Obligations, and (2) Permitted Indebtedness; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (hi) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those of the affiliates members, general partners, principals and Affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documentsPrincipal, as the case may be; (p) fail to pay its debts and liabilities from, the Affiliates of a member, general partner or principal of Borrower or of Principal, as the case may be, and to the extent ofany other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements; (h) enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Principal, as the same shall become due case may be (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower and payable; (qiii) transact any business with affiliatesthe agreement meets the standards set forth in this subsection (h) following this parenthetical), except upon terms and conditions that are commercially reasonable, fair and substantially similar to those that would be available on an arm’sarms-length basis and pursuant to written agreements that are terminable at will without with third parties other than any member, general partner, principal or Affiliate of Borrower or of Principal, as the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.case may be;

Single-Purpose Entity. Borrower hereby representshas at all times been a Single-Purpose Entity and has at all times acted in a manner which complies with the SPE Covenants since the date of its formation. As used in this Agreement, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees term “SPE Covenants” means that, until payment in full so long as any of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the DocumentsDebt is outstanding, Borrower has not and shall not dowill not, causewithout the prior written consent of Lender, (a) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or permit otherwise amend its organizational documentation in any of the following: manner that would adversely affect Borrower’s status as a Single-Purpose Entity; (ab) engage in any business or activity other than to ownthe development, operateconstruction, financeownership, developleasing, manage, lease, maintain, market operation and sell disposition of the Property and activities incidental thereto; (bc) acquire or own any material assets asset other than the Property or the Personal Property; (cd) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person Person, enter into any Division Transaction or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially materially all of its assets or change its legal structure, without in each case Lender’s consentform; (e) own any subsidiary or make any investment in or acquire the obligations or securities of any Person without the consent of Lenderother Person; (f) commingle its assets with the assets of any affiliate of Borrower its partners, members, shareholders, other Affiliates, or of any other Person; (g) incur allow any debt, secured Person to pay Borrower’s debts and liabilities or unsecured, direct or contingent fail to pay Borrower’s debts and liabilities solely from its own assets (including guaranteeing any obligationwhich may include additional capital contributions from its members), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its recordsenter into any contract or agreement with any shareholder, books of account and bank accounts separate and apart from those of the affiliates partner, member, principal or other Affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or Affiliate thereof, except as shall be 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 Personthan any shareholder, partner, member, principal or affiliate of Borrower or Guarantor or any shareholder, partner, member, principal or Affiliate thereof; (i) seek dissolution or winding up, in whole or in part; (j) fail to correct any known misunderstandings regarding the separate identity of Borrower; (k) hold itself out to be responsible or pledge its assets or credit worthiness for the debts of another PersonPerson or allow any Person to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of Borrower, as the case may be (except as provided in pursuant to the Loan Documents); (jl) make any material loans or advances to any third party, including any affiliate shareholder, partner, member, principal or other Affiliate of Borrower, except for distributionsor any shareholder, partner, member, principal or other Affiliate thereof; (km) fail to file its own tax returns or file on a consolidated basisreturns, if required by applicable Law; (ln) 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 (i) to mislead others as to the identity entity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate shareholder, partner, member, principal or other Affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with shareholder, partner, member, principal or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entityAffiliate thereof); (o) fail to preserve its existence as an entity duly organizedallocate fairly and reasonably among Borrower and any third party (including, validly existing without limitation, Guarantor) any overhead for common employees, shared office space or other overhead and in good standing (if applicable) under the laws of the jurisdiction of its organization administrative expenses; or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to modify the extent of, its assets operating agreement or partnership agreement of Borrower in any manner that would adversely affect such entity’s status as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’sa Single-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsPurpose Entity.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: (a) engage Engage in any business or activity other than to ownthe ownership, operatedevelopment, financeoperation and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire Acquire or own any material assets other than the Property; , and such incidental personal property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge Merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without the Administrative Agent’s prior written consent; (d) Fail to preserve its existence as an entity duly organized, validly existing and in each case Lendergood standing under the laws of the jurisdiction of its organization or formation or, without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of the Borrower’s consent; organizational documents, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would materially adversely affect the ability of the Borrower to perform its obligations hereunder and under the other Loan Documents; (e) Own any subsidiary or make any investment in any Person person or entity without the prior written consent of Lender; the Administrative Agent; (f) commingle Commingle its assets with the assets of any affiliate of Borrower its members, shareholders, directors, officers, partners, trustees, affiliates, principals or of any other Person; ; (g) incur Incur any debtIndebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; Permitted Indebtedness; (h) fail Fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates its members, shareholders, directors, officers, partners, trustees, principals or affiliates, or of Borrower or any other Person; ; (i) hold Enter into any contract or agreement with any of its members, shareholders, directors, officers, partners, trustees, principals or affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with unrelated third parties; (j) Seek its own dissolution or winding up in whole, or in part; (k) Maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its members, shareholders, directors, officers, partners, trustees, principals or affiliates, or of any or of any other Person; (l) Hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jm) make Make any loans or advances to any third party, including any affiliate of Borrowerits members, except for distributions; shareholders, directors, officers, partners, trustees, principals or affiliates, or of any other Person; (kn) fail Fail to file its own tax returns or file on a consolidated basis; returns; (lo) fail 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 (i) to mislead others as to the identity with which such other party Person is transacting business, or (ii) to suggest that Borrower it is responsible for the debts of any third party (other Person, including any affiliate of Borrower)its members, shareholders, directors, officers, partners, trustees, principals or affiliates, or of any other Person; (p) Fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (mq) file File or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. Borrower hereby represents, warrants On and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full as of the Obligationsdate hereof and at all times while this Agreement or any Transaction hereunder is in effect and Seller covenants that: (a) Seller shall own no assets, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: (a) engage in any business or activity business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to ownthe origination, operateacquisition, financeownership, develop, manage, lease, maintain, market financing and sell disposition of the Property and activities incidental thereto; Purchased Assets; (b) acquire or own any material assets other than the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) Seller shall not make any loans or advances to any Affiliate or third partyparty and shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall pay its debts and liabilities (including, including any affiliate as applicable, shared personnel and overhead expenses) only from its own assets; (d) Seller shall comply with the provisions of Borrowerits organizational documents; (e) Seller shall do all things necessary to observe its organizational formalities and to preserve its existence; (f) Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided that appropriate notation shall be made on such financial statements to indicate that Seller’s assets are pledged as collateral for distributions; (ka security agreement) fail to and file its own tax returns (except to the extent consolidation is required or file on a consolidated basis; permitted under Requirements of Law); (lg) fail either to Seller shall be, and at all times shall hold itself out to the public as as, a legal entity separate and distinct from any other Person or to entity (including any Affiliate) (other than for tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct its business solely in its own name in order name, and shall not (i) to mislead others as to the identity with which such other party is transacting business, identify itself or (ii) to suggest that Borrower is responsible for the debts any of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered its Affiliates as a department or division of the other; (ih) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same Seller shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain solvent; provided, that the foregoing shall in no way be construed as requiring the contribution of capital to Seller by any direct or indirect holders of interests in Seller; (i) Seller shall not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any Affiliate or any other Person; (k) Seller shall not hold itself out to be responsible for the debts or obligations of any other Person; (l) Seller shall not, without the prior written consent of its Independent Director, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Director; (n) Seller’s organizational documents shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (ii) that any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; provided, however, that Seller shall not be required to maintain any employees; (q) Seller shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not pledge its assets to secure the obligations of any other Person (other than under the Transaction Documents); (s) Seller shall not form, acquire or hold any Subsidiary or own any equity interest in any other entity; and (t) Seller shall not create, incur, assume or suffer to exist any Indebtedness, Lien, encumbrance or security interest in or on any of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or hereafter acquired, other than (i) obligations under the Transaction Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (iii) unsecured trade payables, in an aggregate amount not to exceed Seller Threshold at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within ninety (90) days of the date incurred.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Propertywarrants, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not doand agrees that its general partner(s), causeif Borrower is a partnership, or permit any of the following: its managing member(s), if Borrower is a multiple-member limited liability company, (in each case, "PRINCIPAL"), has not and shall not: (a) with respect to Borrower, engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; thereto and with respect to Principal, engage in any business or activity other than the ownership of its interest in Borrower, and activities incidental thereto including the management of the Property; (b) with respect to Borrower, acquire or own any material assets other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property and with respect to Principal, acquire or own any material asset other than its interest in Borrower; (c) except for the recently completed merger of Alexander's of Kings Plaza, Inc. with Plaza LLC or as otherwise may be permitted in Article V of this Security Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower's Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization or similar organizational documents, as the case may be; , or of Principal's Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization or similar organizational documents, as the case may be, whichever is applicable; (pe) own any subsidiary or make any investment in, any person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its members, general partners, affiliates, principals or of any other person or entity participate in a cash management system with any other entity or person or fail to pay use its debts own separate stationery, invoices and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.checks;

Single-Purpose Entity. Borrower hereby represents, represents and warrants and covenants to Lender that Borrower it is a singlespecifically-formed single purpose entity whose sole asset is the Propertyand that it has not, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that it shall not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: : (ai) engage in any business or activity other than to ownthe ownership, operate, finance, develop, manage, lease, maintain, market operation and sell maintenance of the Property Premises and Improvements and activities incidental thereto; ; (bii) acquire or own any material assets other than the Property; Premises and Improvements and such incidental personal property as may be necessary for the operation thereof; (ciii) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structurestructure from a partnership to another type of business entity; (iv) fail to preserve its existence as a partnership duly organized, without validly existing and in each case Lender’s consent; good standing under the Laws of the jurisdiction of its formation, or amend or modify the provisions of its partnership agreement in any way which would be contrary to or conflict with the agreements made by Borrower in this Section; (ev) own any subsidiary or make any investment in any Person without the consent of Lender; Person; (fvi) commingle its assets with the assets of any affiliate of Borrower its partners or of any other Person; ; (gvii) create, incur or assume any debtDebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (x) the Loan or (y) Debt which (A) is incurred in the ordinary course of its business of owning and operating its interest in the PropertyPremises and the routine administration of Borrower, except (B) in the case of trade payables, is related to the operation of the Improvements and is not more than sixty (60) days past the date due (unless Borrower is in good faith contesting any such trade payable), (C) in the case of the financing of fixtures, equipment or personal property at the Premises, is in amounts not to exceed $5,000,000 in the aggregate and is secured by, and only by, a pledge of such fixtures, equipment or personal property and (D) if evidenced by a note, is paid on the date payment is due under such note; (viii) become insolvent or fail to pay its debts and liabilities from its assets as provided herein; the same shall become due; (hix) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or its partners and any other Person; ; (ix) enter into any contract or agreement with any partner or Affiliate, except upon commercially reasonable terms and conditions; (xi) partition, or seek to partition, its interest in the Premises, or seek the dissolution or winding up, in whole or in part, of Borrower; (xii) fail to correct any known misunderstandings regarding its separate identity; (xiii) hold itself out to be responsible for the debts Debts or obligations of another Person, except as provided in the Documents; ; (jxiv) make any loans or advances to any third party, including any affiliate partner or principal of Borrower, except for distributions; Borrower or their Affiliates; (kxv) fail to file its own tax returns, if required, unless part of the consolidated returns of another Person; (xvi) agree to, enter into or file on a consolidated basis; consummate any transaction which would render Borrower unable to make the representation contained in Section 5.07; (lxvii) 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 (ix) to mislead others as to the identity with which such other party is transacting business, business or (iiy) to suggest that Borrower is responsible for the debts Debts or obligations of any third party (including any affiliate partner or principal of BorrowerBorrower or their Affiliates); ; (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (nxviii) share any common logo with or hold itself out as or be considered designated as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; Person; (oxix) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under without the laws unanimous consent of the jurisdiction all of its organization general partners, file or formationconsent to the filing of a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest; or (xx) dissolve, and qualification to do business liquidate, consolidate, merge or sell all or substantially all of its assets or the assets of any other entity in the states where the Property is located, if applicable, which it has a direct or without the prior written consent of Lender, amend, modify indirect legal or fail to comply with (beneficial ownership interest or engage in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any other business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsactivity.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the followingnot: (a) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than (i) the Property, and (ii) such incidental personal property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower's organizational 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 hereunder, under the Note or under the Other Security Documents; (e) own any subsidiary or make any investment in in, any Person person or entity without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower its partners, members, affiliates, principals or of any other Personperson or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except with respect to trade payables in the ordinary course of its business of owning and operating the Property, except as provided hereinthat such debt is paid within sixty (60) days of when incurred; (h) become insolvent and fail to pay its debts and liabilities from its assets as the same shall become due; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the partners, members, principals and affiliates of Borrower Borrower, the ffiliates of a partner, member, principal or affiliate of Borrower, and any other person or entity; (j) enter into any contract or agreement with any partner, member, principal or affiliate of Borrower, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any partner, member, principal or affiliate of Borrower; (k) seek the dissolution or winding up in whole, or in part, of Borrower; (l) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any partner, member, principal or affiliate of Borrower, or any partner, member, principal or affiliate thereof or any other Personperson; (im) hold itself out to be responsible for the debts of another Person, except as provided in the Documentsperson; (jn) make any loans or advances to any third party, including any partner, member, principal or affiliate of Borrower, except for distributionsor any partner, member, principal or affiliate thereof; (ko) fail to file its own tax returns or file on a consolidated basisreturns; (lp) agree to, enter into or consummate any transaction which would render Borrower unable to furnish the certification or other evidence referred to in Section 4.2(b) hereof; (q) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any partner, member, principal or affiliate of Borrower, or any partner, member, principal or affiliate thereof); (mr) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (s) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, ,bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo . This Section 4.3 shall not be construed to prohibit distributions in accordance with or hold itself out as or be considered as a department or division Section 4.1 of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsBorrower's operating agreement.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the (a) Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower : (i) has not and shall not do, cause, or permit any of the following: (a) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (bii) has not and shall not acquire or own any material assets other than (A) the Property; , and (cB) except such incidental Personal Property as otherwise permitted in Article V may be necessary for the operation of this Instrument, the Property; (iii) shall not merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (eiv) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 shall not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good gooey standing (if applicable) under the the. laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower's Partnership Agreement, Articles or Certificate of Incorporation, Operating Agreement or similar organizational documents, as the case may be; , 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 hereunder, under the Note or under the Other Security 'Documents; (pv) fail to shall not own any subsidiary or make any investment in, any person or entity without the consent of Lender; (vi) has maintained and will maintain its accounts, books and records separate from any other person or entity; (vii) has maintained and will maintain its books, records, resolutions and agreements as official records; (viii) has not commingled and will not commingle its-funds or assets with those of any other entity; (ix) has held and will hold its assets in its own name; (x) has conducted and will conduct its business in its name; (xi) has maintained and will maintain its financial statements, accounting records and other entity documents separate from any other person or entity; (xii) has paid and will pay its debts own liabilities out, of its own funds and liabilities fromassets; (xiii) has observed and will observe all partnership, corporate or limited liability company formalities as applicable; (xiv) has maintained and will maintain an arms-length relationship with its. affiliates; (xv) has and will have no indebtedness other than the Debt, the indebtedness evidenced by that certain Promissory Note of even date herewith in the principal amount of Three Hundred Eighty-Five Thousand Dollars ($385,000.00) executed and delivered by Borrower to Lender (the "Second Note") and, together with the other documents, instruments and agreements executed in connection therewith, the "Second Loan Documents"), and unsecured trade payables in the ordinary course of business relating to the extent ofownership and operation of the Property which (1) do not exceed, at any time, a maximum amount of one percent (1%) of the original principal amount of the Note and (2) are paid within thirty (30) days of the date incurred; (xvi) has not and will not assume or guarantee or become obligated for the debts of any other entity or hold out its assets credit as being available to satisfy the same shall become due obligations of any other entity except for the Indebtedness; (xvii) has not acquired and payable; will not acquire obligations or securities of its partners, members or shareholders; (qxviii) transact any business with affiliatesallocated and will allocate fairly and reasonably shared expenses, including, without limitation, shared office space and uses separate stationery, invoices and checks; (xix) except on an arm’s-length basis pursuant hereto and pursuant to written agreements that are terminable at the Second Loan Documents, has not and will without not pledge its assets for the payment benefit of any other person or entity; (xx) has held and identified itself and will hold itself out and identify itself as a fee (except separate and distinct entity under its own name and not as otherwise approved by Lender); a division or part of any other person or entity, and (r) will not fail to correct any misunderstanding as to its separateness or distinction from any of its affiliates; (xxi) has not made and will not make loans to any person or entity;. (xxii) has not and will not identify its partners, members or shareholders, or any affiliates of any of them as a division or part of it; (xxiii) not entered and will not enter into or be a party to, any transaction with its partners, members, shareholders or its affiliates except in the ordinary course of its business and on terms which are intrinsically fair and are not less favorable to it than would be obtained in a comparable arms-length transaction with an unrelated third party; (xxiv) paid and will pay the salaries of its own employees from its own funds; and (xxv) has maintained and will maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (b) Xxxxxxxx's general partner shall be 'a limited liability company, formed in the State of Delaware,(the "SPE Member"), whose sole asset is its interest in Borrower and the SPE Member will at all times comply, and will cause Borrower to comply, with each of the covenants, terms and provisions contained in Section 4.3(a) as if such representation, warranty or covenant was made directly by such SPE Member. (c) Xxxxxxxx shall at all times cause there to be at least one duly appointed director of the SPE Member (an "Independent Director") reasonably satisfactory to Lender who shall not have been at the time of such individual's initial appointment, and may not have been at any time during the preceding five years, and shall not be at any time while serving as a director of the SPE Member (i) a shareholder of, or an officer,

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. (1) Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; , except with respect to Borrower’s previous ownership of those portions of the shopping center of which the Property is a part in which title was held by Borrower but were conveyed by Borrower on or before the date hereof (the “Released Outparcels”); (b) acquire or own any material assets asset other than (i) the Property and (ii) such incidental Personal Property as may be necessary for the operation of the Property; , except that Borrower previously owned the Released Outparcels; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower’s Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization, Operating Agreement or similar organizational documents, as the case may be; ; (pe) own any subsidiary or make any investment in or acquire the obligations or securities of any other person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its partner(s), members, shareholders, affiliates, or of any other person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower permitted hereunder and properly accounted for; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (x) the Debt, (y) construction obligations for which any applicable security has been provided in accordance with Section 2.11 of the Escrow Agreement and Section 3.7(e) hereof, and (z) trade payables incurred in the ordinary course of its business of owning and operating the Property, provided that such debt is (i) not evidenced by a note, (ii) is paid within sixty (60) days of the date incurred, (iii) does not exceed, in the aggregate, four percent (4%) of the outstanding principal balance of the Note and (iv) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances; (h) allow any person or entity to pay its debts and liabilities (except a Guarantor or Indemnitor) or fail to pay its debts and liabilities fromsolely from its own assets; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the shareholders, partners, members, principals and affiliates of Borrower, the affiliates of a shareholder, partner or member of Borrower, and any other person or entity or fail to prepare and maintain its own financial statements in accordance with sound accounting practices and susceptible to audit, or if such financial statements are consolidated fail to cause such financial statements to contain footnotes disclosing that the Property is actually owned by the Borrower; (j) enter into any contract or agreement with any shareholder, partner, member, principal or affiliate of Borrower, any guarantor of all or a portion of the Debt (a “Guarantor”) or any shareholder, partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any shareholder, partner, member, principal or affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or affiliate thereof; (k) seek dissolution or winding up in whole, or in part; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) guarantee or become obligated for the debts of any other entity or person or hold itself out to be responsible or pledge its assets or credit worthiness for the debts of another person or entity or allow any person or entity to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of the Borrower (except for a Guarantor or Indemnitor); (n) make any loans or advances to any third party, including any shareholder, partner, member, principal or affiliate of Borrower, or any shareholder, partner, member, principal or affiliate thereof; (o) fail to file its own tax returns or to use separate contracts, purchase orders, stationery, invoices and checks; (p) fail either to hold itself out to the extent ofpublic as a legal entity separate and distinct from any other entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the entity with which such other party is transacting business, its assets as or (ii) to suggest that Borrower is responsible for the same shall become due and payable; debts of any third party (including any shareholder, partner, member, principal or affiliate of Borrower, or any shareholder, partner, member, principal or affiliate thereof); (q) transact fail to allocate fairly and reasonably among Borrower and any business with affiliatesthird party (including, except on an arm’s-length basis without limitation, any Guarantor) any overhead for common employees, shared office space or other overhead and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and administrative expenses; (r) allow any person or entity to pay the salaries of its own employees or fail to maintain a sufficient number of employees for its contemplated business operations; (s) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (t) file a voluntary petition or otherwise initiate proceedings to have the Borrower or any general partner or managing member adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Borrower or any general partner or managing member, or file a petition seeking or consenting to reorganization or relief of the Borrower or any general partner or managing member as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Borrower or any general partner or managing member; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Borrower or any general partner or managing member or of all or any substantial part of the properties and assets of the Borrower or any general partner or managing member, or make any general assignment for the benefit of creditors of the Borrower or any general partner or managing member, or admit in writing the inability of the Borrower or any general partner or managing member to pay its debts generally as they become due or declare or effect a moratorium on the Borrower or any general partner or managing member debt or take any action in furtherance of any such action; (u) share any common logo with or hold itself out as or be considered as a department or division of (i) any shareholder, partner, principal, member or affiliate of Borrower, (ii) any affiliate of a shareholder, partner, principal, member or affiliate of Borrower, or (iii) any other person or entity or allow any person or entity to identify the Borrower as a department or division of that person or entity; (v) conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other person or entity; or (w) fail to conduct its business so that the assumptions made with respect to the Borrower and SPE Principal in any “substantive non-consolidation” opinion letter delivered in connection with the Loan shall be true and correct in all respects. (2) If Borrower is a limited partnership or a limited liability company (other than a Single Member LLC (as defined below)), its sole general partner or managing member (the “SPE Principal”) of Borrower, as applicable, is and shall be at all times a corporation or Single Member LLC whose sole asset is its interest in Borrower and such SPE Principal will at all times comply, and will cause Borrower to comply, with each of the covenants, terms and provisions contained in Section 4.3(1) as if such representation, warranty or covenant was made directly by such SPE Principal. As used herein, the term “Single Member LLC” means a limited liability company that (i) is either a single member limited liability company or a multiple member limited liability company that does not have an SPE Principal, (ii) is organized under the laws of the State of Delaware, (iii) provides in its organizational documents that it will at all times have either (x) a member which owns no economic interest in such Single Member LLC or (y) a “springing member” which will automatically become a member of such Single Member LLC immediately prior to the dissolution of the last remaining member and (iv) otherwise satisfies the requirements of any Rating Agency (as hereinafter defined) relating thereto.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that its organizational documents shall provide that it has not, directly and shall not, and that the organizational documents of its general partner(s), if Borrower is a partnership, or indirectlyits managing member(s), take any actions if Borrower is a limited liability company with multiple members (in violation of the formation documents or each case, “Principal”) shall provide that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) with respect to Borrower, engage in any business or activity other than the acquisition, development, ownership, operation, leasing, managing and maintenance of the Properties, and entering into the Loan, and activities incidental thereto and with respect to ownPrincipal, operateengage in any business or activity other than the ownership of its interest in Borrower, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) with respect to Borrower, acquire or own any material assets other than (i) the Property; Properties, and (ii) such incidental Personal Property as may be necessary for the operation of the Individual Property or Properties, as the case may be and with respect to Principal, acquire or own any material asset other than its interest in Borrower; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or, to the fullest extent permitted by Applicable Law, dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the State where the Property or Properties is located, if applicable, or (ii) without in each the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower’s Partnership Agreement, Articles of Organization or similar organizational documents, as the case Lendermay be, or of Principal’s consent; Certificate of Incorporation, Articles of Organization or similar organizational documents, as the case may be, whichever is applicable; (e) other than Principal’s ownership interest in Borrower own any subsidiary or make any investment in in, any Person without the prior written consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, principals or of any other Person; Person or entity, participate in a cash management system with any other entity or Person or fail to use its own separate stationery, telephone number, invoices and checks; (g) with respect to Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for trade payables in the ordinary course of its business of owning and operating the PropertyIndividual Property or Properties as applicable, except provided that such debt (i) is not evidenced by a note, (ii) is paid within sixty (60) days of the date incurred, (iii) does not exceed, in the aggregate, two percent (2%) of the outstanding principal balance of the Note and (iv) is payable to trade creditors and in amounts as provided herein; are normal and reasonable under the circumstances and with respect to Principal, incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations); (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; provided, however, the foregoing shall not require Borrower’s members to make any additional capital contributions to Borrower; (i) (i) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those of the affiliates members, general partners, principals and Affiliates of Borrower or of Principal, as the case may be, the Affiliates of a member, general partner or principal of Borrower or of Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements; (j) enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower and (iii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor or any member, general partner, principal or Affiliate thereof; (k) to the fullest extent permitted by Applicable Law, seek the dissolution or winding up in whole, or in part, of Borrower or of Principal, as the case may be; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person; ; (im) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jn) make any loans or advances to any third party, including any affiliate member, general partner, principal or Affiliate of BorrowerBorrower or of Principal, except for distributions; as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Borrower or Principal, as the case may be, or any member, general partner, or Affiliate thereof; (ko) fail to file its own tax returns or file be included on a consolidated basis; the tax returns of any other Person except as required by Applicable Law; (lp) 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 or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Principal, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower or Principal, as the case may be, is responsible for the debts of any third party (including any affiliate member, general partner, principal or Affiliate of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof); (q) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, the foregoing shall not require Borrower’s members to make any additional capital contributions to Borrower; (mr) share any common logo with or hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Borrower or of Principal, as the case may be, or (iii) any other Person; (s) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (t) pledge its assets for the benefit of any other Person, and with respect to Borrower, other than with respect to the Loan; (u) fail to maintain a sufficient number of employees in light of its contemplated business operations; (v) fail to provide in its (i) Articles of Organization, Certificate of Formation and/or Operating Agreement, as applicable, if it is a limited liability company, (ii) Limited Partnership Agreement, if it is a limited partnership or (iii) Certificate of Incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; creditors without the affirmative vote of each Independent Manager and of all other general partners/managing members/directors; (nw) share fail to hold its assets in its own name; (x) if Borrower or Principal is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent permitted by Applicable Law; (y) have any common logo of its obligations guaranteed by an Affiliate except the Guarantor in connection with the Loan; (z) violate or hold itself out as cause to be violated the assumptions made with respect to Borrower and Principal in the Insolvency Opinion; (aa) with respect to Principal, or be considered as Borrower, if Borrower is a department single member limited liability company that complies with the requirements of Section 4.1.35(cc) below, fail at any time to have at least two independent managers or division of directors (ieach an “Independent Manager”) any affiliate that are not and have not been for at least five (5) years: (a) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower or of Principal or any Affiliate of either of them (iiother than in their capacity as Independent Managers); (b) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Manager) from its activities with Borrower, Principal or any Affiliate of either of them (a “Business Party”); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party; or (bb) with respect to Principal, or Borrower, if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(cc) below, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock or other applicable organizational documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of each Independent Manager. (cc) In the event Borrower is a Delaware limited liability company that does not have a managing member which complies with the requirements for a Principal under this Section 4.1.35, the limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Manager of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or entity; transfer its rights as Special Member unless (o1) fail a successor Special Member has been admitted to preserve Borrower as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its existence appointment as an entity duly organizedIndependent Manager. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of a substitute Member, validly existing (w) Special Member shall be a member of Borrower that has no interest in the profits, losses and in good standing capital of Borrower and has no right to receive any distributions of Borrower assets, (if applicablex) under the laws pursuant to Section 18-301 of the jurisdiction Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its organization capacity as Special Member, shall have no right to vote on, approve or formation, and qualification otherwise consent to do business in the states where the Property is located, if applicableany action by, or matter relating to, Borrower, including, without limitation, the prior written consent merger, consolidation or conversion of LenderBorrower; provided, amendhowever, modify or fail such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Manager, to comply with vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower. (in dd) Upon the occurrence of any material respect)event that causes the Member to cease to be a member of Borrower, or terminate to the provisions fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the formation documents event that terminated the continued membership of Member in Borrower, agree in writing (A) to continue Borrower and (B) to the admission of the personal representative or similar organizational documentsits nominee or designee, as the case may be; (p) fail , as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower in Borrower. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to pay its debts cease to be a member of Borrower and liabilities fromupon the occurrence of such an event, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and character and Special Member waives any right it might have to agree in light writing to dissolve Borrower upon the occurrence of its contemplated business operationsany action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower It has not and shall not do, cause, or permit any of the followingnot: (a) engage in any business or activity other than to ownthe ownership, operateoperation an maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (bthereto;(b) acquire or own any material assets other than (i) the, and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, e merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower's partnership agreement, articles or certificate of incorporation , articles of organization, operating agreement, or similar organizational documents, as the case may be, 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 hereunder, under the Note or under the other Loan Documents; e) own any subsidiary or make any investment in in, any Person person or entity without the consent of Lender; , (f) commingle its assets with the assets of any affiliate of Borrower its general partners, affiliates, (principals or of any other Personperson or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except with respect to trade payables and other reasonable indebtedness arising in the ordinary course of its business of owning and operating the Property, except as provided hereinthat such debt is paid when due; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the general partners, principals and affiliates of Borrower, the affiliates of a general partner of Borrower, and any other person or entity; (i) enter into any contract or agreement with any general partner, principal or affiliate of Borrower, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any general partner, managing member, shareholder, principal or affiliate of Borrower. Lender waives any claim that the Agency Agreement between Borrower and Dumbarton Properties, Inc. ("Property Manager'), dated July 25, 1980 concerning management of the Property or any renewal, but not amendment thereof, is subject to evaluation or re-evaluation under this requirement; (j) seek the dissolution or winding up in whole, or in part, of Borrower, (k) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any general partner, managing member, shareholder, principal or affiliate of Borrower, or any general partner managing, member, shareholder, principal or affiliate thereof or any other Personperson; (i1) hold itself out to be responsible for the debts of another Person, except as provided in the Documentsperson; (jm) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (ln) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any general partner, managing member, shareholder, principal or affiliate of Borrower, or any general partner, managing member, shareholder, principal or affiliate thereof); (mo) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (p) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not since the date of its formation and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financerehabilitation, developoperation and maintenance of the Project, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; than: (i) hold itself out to be responsible for the debts of another PersonProject, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible such incidental personal property as may be necessary for the debts operation of any third party the Project; (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (oc) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender; (d) own any Subsidiary or make any investment in or acquire the obligations or securities of any other person or entity without the consent of Lender; (e) commingle its assets with the assets of any of its partner(s), amendmembers, modify shareholders, Affiliates, or of any other person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower permitted hereunder and properly accounted for; (f) reserved; (g) reserved; (h) fail to correct any known misunderstandings regarding the separate identity of Borrower; (i) reserved; (j) fail either to hold itself out to the public as a legal entity separate and distinct from any other entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the entity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any shareholder, partner, member, principal or Affiliate of Borrower, or any shareholder, partner, member, principal or Affiliate thereof); (k) allow any person or entity to pay the salaries of its own employees or fail to comply with maintain a sufficient number of employees for its contemplated business operations (in any material respectif any), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; ; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (rl) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (m) file a voluntary petition or otherwise initiate proceedings to have the Borrower or any managing member of Borrower adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Borrower or any managing member of Borrower, or file a petition seeking or consenting to reorganization or relief of the Borrower or any managing member of Borrower as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Borrower or any managing member of Borrower; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Borrower or any managing member of Borrower or of all or any substantial part of the properties and assets of the Borrower or any managing member of Borrower, or make any general assignment for the benefit of creditors of the Borrower or any managing member of Borrower, or admit in writing the inability of the Borrower or any managing member of Borrower to pay its debts generally as they become due or declare or effect a moratorium on the Borrower or any managing member of Borrower debt or take any action in furtherance of any such action; (n) except in connection with its relationship to Guarantor and the “Hall of Fame Village Complex” share any common logo with or hold itself out as or be considered as a department or division of (i) any shareholder, partner, principal, member or Affiliate of Borrower, (ii) any Affiliate of a shareholder, partner, principal, member or Affiliate of Borrower, or (iii) any other person or entity or allow any person or entity to identify the Borrower as a department or division of that person or entity; or (o) conceal assets from any creditor or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other person or entity.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Individual Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that its organizational documents shall provide that it has not, directly and shall not and that the organizational documents of its general partner(s), if Individual Borrower is a partnership, or indirectlyits managing member(s), take any actions if Individual Borrower is a limited liability company (in violation of the formation documents or each case, “Principal”) shall provide that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) with respect to Individual Borrower, engage in any business or activity other than the acquisition, development, ownership, operation, leasing, managing and maintenance of the Property, and entering into the Loan (and any financing being paid off with the proceeds of the Loan), and activities incidental thereto and with respect to ownPrincipal, operateengage in any business or activity other than the ownership of its interest in Individual Borrower, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) with respect to Individual Borrower, acquire or own any material assets other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property and with respect to Principal, acquire or own any material asset other than its interest in Individual Borrower; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to observe its applicable organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the State where the Property is located, if applicable, or (ii) without the prior written consent of Lender, amend, modify, terminate or fail to comply in each any material respect with the provisions of Individual Borrower’s Partnership Agreement, Articles of Organization or similar organizational documents, as the case Lendermay be, or of Principal’s consent; Certificate of Incorporation, Articles of Organization or similar organizational documents, as the case may be, whichever is applicable; (e) own any subsidiary or make any investment in in, any Person without the prior written consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, principals or of any other Person; , participate in a cash management system with any other Person (except as required or expressly permitted herein) or fail to use its own separate stationery, invoices and checks; (g) with respect to Individual Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for trade payables in the ordinary course of its business of owning and operating the Property, except provided that such debt (i) is not evidenced by a note, (ii) is paid within sixty (60) days of the date incurred, (iii) does not exceed, in the aggregate, four percent (4%) of the outstanding principal balance of the Note and (iv) is payable to trade creditors and in amounts as provided herein; are normal and reasonable under the circumstances and with respect to Principal, incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations); (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (i) (i) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those the members, general partners, principals and Affiliates of Individual Borrower or of Principal, as the affiliates case may be, the Affiliates of a member, general partner or principal of Individual Borrower or of Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person (provided, however, that such Person’s assets may be included in a consolidated financial statement of its Affiliates provided that (an appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Person and all such Affiliates consolidated therein and to indicate that such Person’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person; ), or (iii) include the assets or liabilities of any other Person on its financial statements (provided, however, that such Person’s assets may be included in a consolidated financial statement of its Affiliates provided that an appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Person and all such Affiliates consolidated therein and to indicate that such Person’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person); (j) enter into any contract or agreement with any member, general partner, principal or Affiliate of Individual Borrower or of Principal, as the case may be, Guarantor, Indemnitor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Individual Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Individual Borrower and (iii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms length basis with third parties other than any member, general partner, principal or Affiliate of Individual Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof; (k) seek the dissolution or winding up in whole, or in part, of Individual Borrower or of Principal, as the case may be; (l) fail to correct any known misunderstandings regarding the separate identity of Individual Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person; (m) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jn) make any loans or advances to any third partyparty (except for tenant allowances under any permitted Lease (not including the Existing Lease), including any affiliate member, general partner, principal or Affiliate of BorrowerIndividual Borrower or of Principal, except for distributions; as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Individual Borrower or Principal, as the case may be, or any member, general partner, or Affiliate thereof; (ko) fail to file its own tax returns or file be included on a consolidated basis; the tax returns of any other Person except as required by Applicable Law; (lp) 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 or a name franchised or licensed to it by an entity other than an Affiliate of Individual Borrower or of Principal, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Individual Borrower or Principal, as the case may be, is responsible for the debts of any third party (including any affiliate member, general partner, principal or Affiliate of Individual Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof); ; (mq) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (r) hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Individual Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Individual Borrower or of Principal, as the case may be, or (iii) any other Person; (s) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (t) pledge its assets for the benefit of any other Person, and with respect to Individual Borrower, other than with respect to the Loan; (u) fail to maintain a sufficient number of employees in light of its contemplated business operations; (v) fail to provide in its (i) Articles of Organization, Certificate of Formation and/or Operating Agreement, as applicable, if it is a limited liability company, (ii) Limited Partnership Agreement, if it is a limited partnership or (iii) Certificate of Incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; creditors without the affirmative vote of the Independent Director (ndefined below) share any common logo with or hold itself out as or be considered as a department or division and of all other general partners/managing members/directors; (i) any affiliate of Borrower or (ii) any other Person or entity; (ow) fail to preserve hold its existence as an entity duly organizedassets in its own name; (x) if Individual Borrower or Principal is a corporation, validly existing and in good standing (if applicable) under fail to consider the laws of the jurisdiction interests of its organization creditors in connection with all corporate actions to the extent permitted by Applicable Law; (y) have any of its obligations guaranteed by an Affiliate except to the extent expressly permitted pursuant to this Agreement or formation, and qualification the other Loan Documents; (z) violate or cause to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (be violated in any material respect, the assumptions made with respect to Individual Borrower and Principal in the section entitled “Assumptions” in the Insolvency Opinion; (aa) with respect to Principal, fail at any time to have at least one independent director (the “Independent Director”) that is an individual and that is not and has not been for at least five (5) years: (a) a stockholder, director (other than as an “Independent Director”), officer, employee, partner, member, attorney or terminate the provisions counsel of Individual Borrower or of Principal or any Affiliate of either of them; (b) a customer, supplier or other Person who derives purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Individual Borrower, Principal or any Affiliate of either of them (a “Business Party”); (c) a Person controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the formation documents immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or similar Business Party; or (bb) with respect to Principal, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock or other applicable organizational documents, as requires the case may be; unanimous vote of one hundred percent (p100%) fail to pay its debts and liabilities from, and to of the extent of, its assets as members of the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will board without the payment vote of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsIndependent Director.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is The Company will be a single-purpose entity whose sole asset is Single Purpose Entity at all times until the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental theretoLoan has been paid in full. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only With respect to the extent required or permitted by the DocumentsCompany, Borrower has not a “Single Purpose Entity” means a limited liability company which, at all times since its formation and shall not do, cause, or permit any of the followingthereafter: (a) has not and will not engage in any business or activity other than to ownthe ownership, operate, finance, develop, manage, lease, maintain, market operation and sell maintenance of the Property and activities incidental thereto; (b) has not and will not acquire or own any material assets other than the Property; (c) except as otherwise permitted in Article V of this Instrument, has not and will not merge into or consolidate with any Person other entity or dissolveperson; (d) has not and will not own any subsidiary or make any investment in, terminate any other entity or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consentperson; (e) make any investment in any Person without the consent of Lender; (f) has not and will not commingle its assets with the assets of any affiliate of Borrower other entity or any other Personperson; (gf) has not and will not incur any debt, secured or unsecured, direct or contingent (including including, without limitation, guaranteeing any obligation), other than the Loan and customary unsecured trade payables incurred in the ordinary course of owning and operating the Property, except as provided herein; (hg) fail to has and will maintain its records, books of account account, bank accounts, financial statements, accounting records and bank accounts other entity documents separate and apart from those of any other entity or person; provided, however, that the affiliates Company’s assets may be included in a consolidated financial statement of Borrower its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate and to indicate that the Company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonPerson and (ii) such assets shall also be listed on the Company’s own separate balance sheet; (h) has not and will not maintain its assets in a manner that will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other entity or person; (i) has not and will not assume or guaranty the debts of any other entity or person, hold itself out to be responsible for the debts of another Personentity or person, except otherwise pledge its assets for the benefit of any other entity or person, or hold out its credit as provided in being available to satisfy the Documentsobligations of any other entity or person; (j) has not and will not make any loans or advances to any third party, including any affiliate of Borrower, except for distributionsother entity or person; (k) fail to has and will file its own tax returns or as required under federal and state law; except to the extent that the Company is treated as a “disregarded entity” for tax purposes and is not required to file on a consolidated basistax returns under applicable law; (l) fail either to has and will hold itself out to the public as a legal entity separate and distinct from any other Person entity or to person and conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of and will correct any third party (including any affiliate of Borrower)known misunderstanding regarding its separate identity; and (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing has and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided that no member of the Company will be required to contribute any additional capital to satisfy this covenant.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that its Organizational Documents shall provide that it has not, directly and shall not, and that the Organizational Documents of its general partner(s), if Borrower is a partnership, or indirectlyits managing member(s), take any actions if Borrower is a limited liability company (in violation of the formation documents or each case, "Principal") shall provide that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) with respect to Borrower, engage in any business or activity other than the acquisition, ownership, and managing of the Collateral, and entering into the Loan, and activities incidental thereto and with respect to ownPrincipal, operateengage in any business or activity other than the ownership of its interest in Borrower, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) with respect to Borrower, acquire or own any material assets other than (i) the Property; Collateral, and (ii) such incidental personal property as may be necessary for the ownership of the Collateral, and with respect to Principal, acquire or own any material asset other than its interest in Borrower; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation or (ii) without in each the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower's Partnership Agreement, Articles of Organization or similar Organizational Documents, as the case Lender’s consent; may be, or of Principal's Certificate of Incorporation, Articles of Organization or similar Organizational Documents, as the case may be, whichever is applicable; (e) own any subsidiary or make any investment in in, any Person (other than Mortgage Borrower) without the prior written consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, principals or of any other Person; Person or entity, participate in a cash management system (other than pursuant to the Mortgage Loan Agreement) with any other entity or Person or fail to use its own separate stationery, invoices and checks; (g) with respect to Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for liabilities incurred in the ordinary course of operating business relating to the Propertyownership of the Collateral and the routine administration of Borrower, in amounts not to exceed $50,000 which liabilities are not more than sixty (60) days past due and are not evidenced by a note, and with respect to Principal, incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations), except as provided herein; for liabilities incurred in the ordinary course of business relating to the ownership of its interest in Borrower and the routine administration of Principal, in amounts not to exceed $50,000 which liabilities are not more than sixty (60) days past due and are not evidenced by a note; (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (i) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those of the affiliates members, general partners, principals and Affiliates of Borrower or of Principal, as the case may be, the Affiliates of a member, general partner or principal of Borrower or of Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements; except for consolidated financial statements which contain a note indicating that Borrower's and Principal's separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (j) other than as required pursuant to the Loan Documents, enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, Indemnitor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower and (iii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, Indemnitor or any member, general partner, principal or Affiliate thereof; (k) seek the dissolution or winding up in whole, or in part, of Borrower or of Principal, as the case may be; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person; ; (im) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jn) make any loans or advances to any third party, including any affiliate member, general partner, principal or Affiliate of BorrowerBorrower or of Principal, except for distributions; as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Borrower or Principal, as the case may be, or any member, general partner, or Affiliate thereof; (ko) fail to file its own tax returns or file be included on a consolidated basis; the tax returns of any other Person except as required by Applicable Law; (lp) 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 or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Principal, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower or Principal, as the case may be, is responsible for the debts of any third party (including any affiliate member, general partner, principal or Affiliate of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof); ; (mq) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (r) share any common logo (other than a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Principal) with or hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Borrower or of Principal, as the case may be, or (iii) any other Person; (s) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (t) pledge its assets for the benefit of any other Person, and (i) with respect to Borrower, other than with respect to the Loan and (ii) with respect to Principal, other than with respect to the Junior Mezzanine Loan; (u) fail to maintain a sufficient number of employees in light of its contemplated business operations; (v) fail to provide in its (i) Articles of Organization, Certificate of Formation and/or Operating Agreement, as applicable, if it is a limited liability company, (ii) Limited Partnership Agreement, if it is a limited partnership or (iii) Certificate of Incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditorscreditors without the affirmative vote of the Independent Director and of all other general partners/managing members/directors; (w) fail to hold its assets in its own name; (x) if Borrower or Principal is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent required by Applicable Law; (y) have any of its obligations guaranteed by an Affiliate; (z) violate or cause to be violated the assumptions made with respect to Borrower and Principal in the Insolvency Opinion; (aa) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(cc) below, fail at any time to have at least one independent director/manager (an "Independent Director") that is not and has not been for at least five (5) years: (a) a stockholder, director (other than an independent director of an Affiliate of Borrower), officer, employee, partner, member, attorney or counsel of Mortgage Borrower, Borrower or of Principal or any Affiliate of either of them; (nb) share a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Mortgage Borrower, Borrower, Principal or any Affiliate of either of them (a "Business Party"); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party. Notwithstanding the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Mortgage Loan Agreement) for Mortgage Borrower; or (bb) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(cc) below, permit its board of directors/managers to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common logo stock or other applicable Organizational Documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of the Independent Director. (cc) In the event Borrower is a Delaware limited liability company that does not have a managing member (other than a sole member) which complies with or hold itself out as or be considered as the requirements for a department or division of (i) any affiliate Principal under this Section 4.1.35, the limited liability company agreement of Borrower (the "LLC Agreement") shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower ("Member") to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (ii2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any person designated by Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower ("Special Member") and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or entity; transfer its rights as Special Member unless a successor Special Member has been admitted to Borrower as Special Member in accordance with requirements of Delaware law. The LLC Agreement shall further provide that (ov) fail Special Member shall automatically cease to preserve its existence as an entity duly organizedbe a member of Borrower upon the admission to Borrower of a substitute Member, validly existing (w) Special Member shall be a member of Borrower that has no interest in the profits, losses and in good standing capital of Borrower and has no right to receive any distributions of Borrower assets, (if applicablex) under the laws pursuant to Section 18-301 of the jurisdiction Delaware Limited Liability Company Act (the "Act"), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its organization capacity as Special Member, shall have no right to vote on, approve or formation, and qualification otherwise consent to do business in the states where the Property is located, if applicableany action by, or matter relating to, Borrower, including, without limitation, the prior written consent merger, consolidation or conversion of LenderBorrower. In order to implement the admission to Borrower of Special Member, amendSpecial Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, modify or fail Special Member shall not be a member of Borrower. Upon the occurrence of any event that causes the Member to comply with cease to be a member of Borrower, to the fullest extent permitted by law, the personal representative of Member shall, within ninety (in any material respect), or terminate 90) days after the provisions occurrence of the formation documents event that terminated the continued membership of Member in Borrower, agree in writing (A) to continue Borrower and (B) to the admission of the personal representative or similar organizational documentsits nominee or designee, as the case may be; (p) fail , as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower in Borrower. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to pay its debts cease to be a member of Borrower and liabilities fromupon the occurrence of such an event, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and character Special Member waives any right it might have to agree in writing to dissolve Borrower upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower. (dd) Mortgage Borrower is, shall be and in light shall continue to comply with the provisions of its contemplated business operationsSection 4.1.35 of the Mortgage Loan Agreement.

Single-Purpose Entity. Until the Obligations have been indefeasibly paid in full to the Lender, Borrower's Organizational Documents will provide that Borrower's sole business purpose shall be the acquisition, ownership and operation of the real estate encumbered by the Mortgage. Borrower hereby representsshall at all times during the term of the Loan conduct its business affairs in compliance with such Organizational Documents. In addition, Borrower represents and warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Propertyto, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees thatwith the Lender, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any without the prior express written consent of the following: Lender, which consent may be granted or denied in the Lender's sole and absolute discretion: (a) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the real property which is the subject of the Mortgage, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than (i) the Propertyreal property which is the subject of the Mortgage, and (ii) such incidental personal property as may be necessary for the operation of the real property which is the subject of the Mortgage; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consentstructure other than merger that constitutes a Permitted Transfer; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documentsBorrower's Organizational Documents, as the case same may bebe further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Borrower to perform its obligations hereunder, under the Note or under the other Loan Documents; (pe) fail hold itself out to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues be responsible for the normal obligations reasonably foreseeable in a business debts of its size and character and in light of its contemplated business operationsanother person; or (f) make any loans to any third party.

Single-Purpose Entity. (a) Borrower hereby represents, represents and warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Propertyit has not at any time since its formation, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower further covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and it shall not do, cause, or permit at any of time when the following: Loan is outstanding: (ai) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (bii) acquire or own any material assets other than (A) the Property; , and (cB) except such incidental Personal Property as otherwise permitted in Article V may be necessary for the operation of this Instrument, the Property; (iii) merge into or consolidate with any Person person or entity or dissolve, wind-up, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (oiv) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (the single purpose entity provisions contained in any material respect)Borrower's Partnership Agreement, Articles or terminate the provisions Certificate of the formation documents Incorporation, Operating Agreement or similar organizational documents, as the case may be, as same may be further amended or supplemented; (v) own any subsidiary or make any investment in, any person or entity without the consent of Lender; (vi) commingle its assets with the assets of any other person or entity; (vii) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (A) the Debt and (B) customary unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of the Property, provided the same (x) do not exceed, in the aggregate, at any time a maximum amount of two percent (2%) of the outstanding Loan Amount; and (py) are paid within sixty (60) days of the date incurred; (viii) fail to pay maintain its debts records, books of account, bank accounts, financial statements, accounting records and liabilities fromother entity documents separate and apart from those of any other person or entity; (ix) enter into any contract or agreement with any general partner, and to the extent ofmember, its assets as the same shall become due and payable; (q) transact shareholder, principal or affiliate of Borrower, Guarantor or Indemnitor, or any business with affiliatesgeneral partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than any general partner, member, shareholder, principal or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, member, principal or affiliate thereof; (x) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any general partner, member, shareholder, principal or affiliate of Borrower, or any general partner, member, shareholder, principal or affiliate thereof or any other person or entity; (xi) assume or guaranty the debts of any other entity or person, hold itself out to be responsible for the debts of another person, or otherwise pledge its assets for the benefit of any other person or entity or hold out its credit as being available to satisfy the obligations of any other person or entity; (xii) make any loans or advances to any third party, including any general partner, member, shareholder, principal or affiliate of Borrower, or any general partner, principal or affiliate thereof; (xiii) fail to file its own tax returns; (xiv) fail either to hold itself out to the public as a legal entity separate and pursuant distinct from any other entity or person or to written agreements that are terminable at will without the payment of a fee conduct its business solely in its own name or fail to correct any known misunderstanding regarding its separate identity; (except as otherwise approved by Lender); and (rxv) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xvi) without the unanimous written consent of all Borrower's partners or members, as applicable and the written consent of 100% of the members of the board of directors of the SPE Member, including without limitation the Independent Director: (a) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute; (b) seek or consent to the appointment of a receiver, liquidator or any similar official; or (c) make an assignment for the benefit of creditors; (xvii) fail to allocate shared expenses (including, without limitation, shared office space) and to use separate stationery, invoices and checks; (xviii) fail to pay (or cause the manager of the Property to pay on behalf of the Borrower) its own liabilities (including, without limitation, salaries of its own employees) from its own funds; and (xix) acquire obligations or securities of its partners, members or shareholders, as applicable. (b) If Borrower is a limited partnership or a limited liability company, each general partner in the case of a partnership or at least one member in the case of a limited liability company (the "SPE Member") of Borrower, as applicable, shall be a corporation whose sole asset is its interest in Borrower and each SPE Member (i) will at all times comply with each of the covenants, terms and provisions contained in Section 4.3(a)(iii) - (vi) and (viii) - (xix), as if such representation, warranty or covenant were made directly by such SPE Member; (ii) will not engage any business or activity other than owning an interest in Borrower, (iii) will not acquire or own any assets other than its partnership, membership, or other equity interest in Borrower, (iv) will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation) other than unsecured trade payables incurred in the ordinary course of business related to the ownership of an interest in Borrower that (x) do not exceed, in the aggregate, at any one time $10,000, and (y) are paid within sixty (60) days after the date

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower Mortgagor covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe ownership, operate, finance, develop, manage, lease, maintain, market operation and sell maintenance of the Property Premises and activities incidental thereto; ; (b) acquire or own any material assets other than (i) the Property; Premises, and (ii) such incidental personal property as may be necessary for the operation of the Premises; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate liquidate, in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without without, in each case, Mortgagee's consent other than as specifically allowed under Paragraph 27 above; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Mortgagee, amend, modify, terminate or fail to comply with the provisions of Mortgagor's Operating Agreement, Articles of Organization or similar organizational documents, as the case Lender’s consent; may be, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Mortgagor to perform its obligations hereunder, under the Note or under the other Loan Documents; (e) own any subsidiary or make any investment in any Person person or entity without the consent of Lender; Mortgagee; (f) commingle its assets with the assets of any affiliate of Borrower its members, affiliates, principals or of any other Person; person or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Loan, except in the ordinary course of its business of owning and operating the Property, Premises and except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; for that certain (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than then (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower's Partnership Agreement, Articles or JPMORGAN CHASE BANK Certificate of Incorporation, Articles of Organization, Operating Agreement or similar organizational documents, as the case may be; ; (pe) own any subsidiary or make any investment in or acquire the obligations or securities of any other person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its partner(s), members, shareholders, affiliates, or of any other person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower permitted hereunder and properly accounted for; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except unsecured trade and operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Property in such amounts as are normal and reasonable under the circumstances, provided that such debt is not evidenced by a note and is paid when due and provided in any event the outstanding principal balance of such debt shall not exceed at any one time one percent (1%) of the outstanding Debt; (h) allow any person or entity to pay its debts and liabilities (except a Guarantor or Indemnitor) or fail to pay its debts and liabilities fromsolely from its own assets; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the shareholders, partners, members, principals and affiliates of Borrower, the affiliates of a shareholder, partner or member of Borrower, and any other person or entity or fail to prepare and maintain its own financial statements in accordance with generally accepted accounting principles and susceptible to audit, or if such financial statements are consolidated fail to cause such financial statements to contain footnotes disclosing that the Property is actually owned by the Borrower; (j) enter into any contract or agreement with any shareholder, partner, member, principal or affiliate of Borrower, any guarantor of all or a portion of the Debt (a "GUARANTOR") or any shareholder, partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any shareholder, partner, member, principal or affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or affiliate thereof; (k) seek dissolution or winding up in whole, or in part; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) hold itself out to be responsible or pledge its assets or credit worthiness for the debts of another person or entity or allow any person or entity to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of the Borrower (except for a Guarantor or Indemnitor); JPMORGAN CHASE BANK (n) make any loans or advances to any third party, including any shareholder, partner, member, principal or affiliate of Borrower, or any shareholder, partner, member, principal or affiliate thereof; (o) fail to file its own tax returns (except to the extent ofconsolidated with another entity pursuant to generally accepted accounting principles or applicable law) or to use separate contracts, purchase orders, stationary, invoices and checks; (p) fail either to hold itself out to the public as a legal entity separate and distinct from any other entity or person or to conduct its assets business solely in its own name in order not (i) to mislead others as to the same shall become due and payable; entity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any shareholder, partner, member, principal or affiliate of Borrower, or any shareholder, partner, member, principal or affiliate thereof); (q) transact fail to allocate fairly and reasonably among Borrower and any business with affiliatesthird party (including, except on an arm’s-length basis without limitation, any Guarantor) any overhead for common employees, shared office space or other overhead and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and administrative expenses; (r) allow any person or entity to pay the salaries of its own employees or fail to maintain a sufficient number of employees for its contemplated business operations; (s) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (t) file a voluntary petition or otherwise initiate proceedings to have the Borrower or any general partner or managing member adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Borrower or any general partner or managing member, or file a petition seeking or consenting to reorganization or relief of the Borrower or any general partner or managing member as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Borrower or any general partner or managing member; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Borrower or any general partner or managing member or of all or any substantial part of the properties and assets of the Borrower or any general partner or managing member, or make any general assignment for the benefit of creditors of the Borrower or any general partner or managing member, or admit in writing the inability of the Borrower or any general partner or managing member to pay its debts generally as they become due or declare or effect a moratorium on the Borrower or any general partner or managing member debt or take any action in furtherance of any such action; (u) share any common logo with or hold itself out as or be considered as a department or division of (i) any shareholder, partner, principal, member or affiliate of Borrower, (ii) any affiliate of a shareholder, partner, principal, member or affiliate of JPMORGAN CHASE BANK Borrower, or (iii) any other person or entity or allow any person or entity to identify the Borrower as a department or division of that person or entity; or (v) conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other person or entity.

Single-Purpose Entity. Borrower hereby represents, warrants Each Owner and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower each Operating Entity has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the related Real Property Asset and the related Personal Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets other than (i) with respect to each Owner, the Property; related Real Property Asset and with respect to each Operating Entity, the leasehold interest in the related Operating Lease, and (ii) such Personal Property as may be necessary for the operation of the related Real Property Asset; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of its organizational documents; (e) own any subsidiary or make any investment in in, any Person without the consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its members, any other Loan Party, Affiliates of its members or of any other Loan Party or of any other Person; ; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than its obligations under the Loan Documents, except in the ordinary course of its business of owning or operating the Propertyrelated Real Property Asset, except as provided herein; that such debt is paid when due; (h) become insolvent and fail to pay its debts and liabilities from its assets as the same shall become due; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates its members, any other Loan Party, Affiliates of Borrower its members or any other Loan Party, and any other Person; ; (ij) enter into any contract or agreement with any of its members, Affiliates of any member, or any other Loan Party or Affiliate thereof, except upon terms and conditions that are substantially similar to those that would be available on an arms-length basis with third parties other than any of its members, Affiliates of any member or any other Loan Party or Affiliate thereof; (k) seek its dissolution or winding up in whole, or in part; (l) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jm) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; its member or any other Loan Party or an Affiliate thereof; (kn) fail to file its own tax returns or file on a consolidated basis; returns; (lo) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower it is responsible for the debts of any third party (including any affiliate member, or any other Loan Party or Affiliate thereof; (p) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of Borrower)its size and character and in light of its contemplated business operations; or (mq) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender represents that Borrower is a single-purpose entity whose sole asset is the Propertyit has not, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that it shall not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: : (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Security, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than (i) the Property; Security, and (ii) such incidental Personal Property as may be necessary for the operation of the Security; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; , except as otherwise permitted under Section 16 of this Security Instrument; (d) fail to observe it organizational formalities or preserve its existence as an entity duly organized and validly existing under the laws of the jurisdiction of its organization or formation, and qualification to do business in the state where the Security is located, or without the prior written consent of Lender, materially amend, modify, terminate or fail to comply with the provisions of Borrower’s organizational documents in a manner which would adversely affect Borrower’s existence as a single purpose entity; (e) own any subsidiary or make any investment in or acquire the obligations or securities of any Person other person or entity without the consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its partner(s), members, shareholders, Affiliates, or of any other Person; person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower permitted hereunder and properly accounted for; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Indebtedness, except for trade payables in the ordinary course of its business of owning and operating the PropertySecurity, except provided that such debt is not evidenced by a note and is paid when due, provided however, Borrower may accept unsecured loans from its members, principals and affiliates of Borrower on the condition that in the event of a bankruptcy or similar proceeding involving Borrower, such members, principals and affiliates making such loans (i) will treat the unpaid balance of such loans as provided herein; equity in Borrower and not as a debt to such members, principals and affiliates and (ii) such members, principals and affiliates will not assert any claim as a creditor of Borrower with respect to such loans; (h) allow any person or entity to pay its debts and liabilities (except a guarantor of all or a portion of the Indebtedness, a “Guarantor”) or fail to pay its debts and liabilities solely from its own assets; provided Borrower may enter into intercompany debt with Borrower’s members, principals and affiliates for capital expenditures and other expenses outside of the ordinary course of business, provided such debt is expressly subordinate to the Loan and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties on the condition that in the event of a bankruptcy or similar proceeding involving Borrower, such members, principals and affiliates making such loans (i) will treat the unpaid balance of such loans as equity in Borrower and not as a debt to such members, principals and affiliates and (ii) such members, principals and affiliates will not assert any claim as a creditor of Borrower with respect to such loans; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates shareholders, partners, members, principals and Affiliates of Borrower, the Affiliates of a shareholder, partner or member of Borrower, and any other person or entity or fail to prepare and maintain its own financial statements, or if such financial statements are consolidated fail to cause such financial statements to contain footnotes disclosing that the Security is actually owned by the Borrower; (j) enter into any contract or agreement with any shareholder, partner, member, principal or Affiliate of Borrower, any Guarantor, or any shareholder, partner, member, principal or Affiliate thereof, unless such contract or agreement is expressly subordinate to the Loan and is upon terms and conditions that are substantially similar to those that would be available on an arms-length basis with third parties other than any shareholder, partner, member, principal or Affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or Affiliate thereof; (k) seek dissolution or winding up, in whole or in part, of Borrower; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) guarantee or become obligated for the debts of any other Person; (i) entity or person or hold itself out to be responsible for the debts of another Personentity or person or pledge its assets for the benefit of any other person or entity, except as provided in other than with respect to the Documents; Loan evidenced by the Note; (jn) make any loans or advances to any third party, including any affiliate shareholder, partner, member, principal or Affiliate of Borrower, except for distributions; or any shareholder, partner, member, principal or Affiliate thereof; (ko) fail to file its own tax returns returns, or file on a consolidated basis; federal income tax return with any other entity, except to the extent that Borrower is treated as a “disregarded entity” for federal tax purposes and is not required to file a federal income tax return under applicable law, and pays any taxes required under applicable law; (lp) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not to (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate shareholder, partner, member, principal or Affiliate of Borrower, or any shareholder, partner, member, principal or Affiliate thereof); (q) fail to allocate fairly and reasonably among Borrower and any third party (including, without limitation, any Guarantor) any overhead for common employees (if any), shared office space or other overhead and administrative expenses; (r) allow any person or entity to pay the salaries of its own employees (if any) or fail to maintain a sufficient number of employees for its contemplated business operations; provided that nothing herein shall be deemed to require Borrower to maintain any employees if not required for its contemplated business operations; (ms) make a distribution to its members which leaves the Borrower without adequate capital or liquidity for the normal obligations reasonably foreseeable in a business of its size and character and in light of its then contemplated business operations; (t) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; ; (nu) share any common logo with or hold itself out as or be considered as a department or division of (iA) any affiliate shareholder, partner, principal, member or Affiliate of Borrower, (B) any Affiliate of a shareholder, partner, principal, member or Affiliate of Borrower, or (C) any other person or entity or allow any person or entity to identify the Borrower as a department or division of that person or entity; (v) intentionally conceal assets from any creditor of Borrower or any Guarantor, or enter into any transaction with the intent to hinder, delay or defraud creditors of Borrower or any Guarantor; or (iiw) pledge its assets for the benefit of any other Person person or entity; (o) fail , other than to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply Lender with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and respect to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsLoan.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will that its organizational documents shall provide that it has not, directly and shall not, and that the organizational documents of its general partner(s), if Borrower is a partnership, or indirectlyits managing member(s), take any actions if Borrower is a limited liability company with multiple members (in violation of the formation documents or each case, “Principal”) shall provide that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) with respect to Borrower, engage in any business or activity other than the acquisition, development, ownership, operation, leasing, managing and maintenance of the Properties, and entering into the Loan, and activities incidental thereto and with respect to ownPrincipal, operateengage in any business or activity other than the ownership of its interest in Borrower, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) with respect to Borrower, acquire or own any material assets other than (i) the Property; Properties, and (ii) such incidental Personal Property as may be necessary for the operation of the Individual Property or Properties, as the case may be and with respect to Principal, acquire or own any material asset other than its interest in Borrower; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or, to the fullest extent permitted by Applicable Law, dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the State where the Property or Properties is located, if applicable, or (ii) without in each the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower’s Partnership Agreement, Articles of Organization or similar organizational documents, as the case Lendermay be, or of Principal’s consent; Certificate of Incorporation, Articles of Organization or similar organizational documents, as the case may be, whichever is applicable; (e) other than Principal’s ownership interest in Borrower own any subsidiary or make any investment in in, any Person without the prior written consent of Lender; ; (f) commingle its assets with the assets of any affiliate of Borrower its members, general partners, Affiliates, principals or of any other Person; Person or entity, participate in a cash management system with any other entity or Person or fail to use its own separate stationery, telephone number, invoices and checks; (g) with respect to Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for trade payables in the ordinary course of its business of owning and operating the PropertyIndividual Property or Properties as applicable, except provided that such debt (i) is not evidenced by a note, (ii) is paid within sixty (60) days of the date incurred, (iii) does not exceed, in the aggregate, two percent (2%) of the outstanding principal balance of the Note and (iv) is payable to trade creditors and in amounts as provided herein; are normal and reasonable under the circumstances and with respect to Principal, incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations); (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; provided, however, the foregoing shall not require Borrower’s members to make any additional capital contributions to Borrower; (i) (i) fail to maintain its recordsrecords (including financial statements), books of account and bank accounts separate and apart from those of the affiliates members, general partners, principals and Affiliates of Borrower or of Principal, as the case may be, the Affiliates of a member, general partner or principal of Borrower or of Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements; (j) enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower and (iii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor or any member, general partner, principal or Affiliate thereof; (k) to the fullest extent permitted by Applicable Law, seek the dissolution or winding up in whole, or in part, of Borrower or of Principal, as the case may be; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person; ; (im) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person, except as provided in the Documents; ; (jn) make any loans or advances to any third party, including any affiliate member, general partner, principal or Affiliate of BorrowerBorrower or of Principal, except for distributions; as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Borrower or Principal, as the case may be, or any member, general partner, or Affiliate thereof; (ko) fail to file its own tax returns or file be included on a consolidated basis; the tax returns of any other Person except as required by Applicable Law; (lp) 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 or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Principal, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower or Principal, as the case may be, is responsible for the debts of any third party (including any affiliate member, general partner, principal or Affiliate of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof); (q) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, the foregoing shall not require Borrower’s members to make any additional capital contributions to Borrower; (mr) share any common logo with or hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Borrower or of Principal, as the case may be, or (iii) any other Person; (s) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (t) pledge its assets for the benefit of any other Person, and with respect to Borrower, other than with respect to the Loan; (u) fail to maintain a sufficient number of employees in light of its contemplated business operations; (v) fail to provide in its (i) Articles of Organization, Certificate of Formation and/or Operating Agreement, as applicable, if it is a limited liability company, (ii) Limited Partnership Agreement, if it is a limited partnership or (iii) Certificate of Incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; creditors without the affirmative vote of each Independent Manager and of all other general partners/managing members/directors; (nw) share fail to hold its assets in its own name; (x) if Borrower or Principal is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent permitted by Applicable Law; (y) have any common logo of its obligations guaranteed by an Affiliate except the Guarantor in connection with the Loan; (z) violate or hold itself out as cause to be violated the assumptions made with respect to Borrower and Principal in the Insolvency Opinion; (aa) with respect to Principal, or be considered as Borrower, if Borrower is a department single member limited liability company that complies with the requirements of Section 4.1.35(cc) below, fail at any time to have at least two independent managers or division of directors (ieach an “Independent Manager”) any affiliate that are not and have not been for at least five (5) years: (a) a stockholder, director, manager, officer, employee, partner, member, attorney or counsel of Borrower or of Principal or any Affiliate of either of them (iiother than in their capacity as Independent Managers); (b) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Manager) from its activities with Borrower, Principal or any Affiliate of either of them (a “Business Party”); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party; or (bb) with respect to Principal, or Borrower, if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(cc) below, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock or other applicable organizational documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of each Independent Manager. (cc) In the event Borrower is a Delaware limited liability company that does not have a managing member which complies with the requirements for a Principal under this Section 4.1.35, the limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Manager of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or entity; transfer its rights as Special Member unless (o1) fail a successor Special Member has been admitted to preserve Borrower as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its existence appointment as an entity duly organizedIndependent Manager. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of a substitute Member, validly existing (w) Special Member shall be a member of Borrower that has no interest in the profits, losses and in good standing capital of Borrower and has no right to receive any distributions of Borrower assets, (if applicablex) under the laws pursuant to Section 18-301 of the jurisdiction Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its organization capacity as Special Member, shall have no right to vote on, approve or formation, and qualification otherwise consent to do business in the states where the Property is located, if applicableany action by, or matter relating to, Borrower, including, without limitation, the prior written consent merger, consolidation or conversion of LenderBorrower; provided, amendhowever, modify or fail such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Manager, to comply with vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower. (in dd) Upon the occurrence of any material respect)event that causes the Member to cease to be a member of Borrower, or terminate to the provisions fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the formation documents event that terminated the continued membership of Member in Borrower, agree in writing (A) to continue Borrower and (B) to the admission of the personal representative or similar organizational documentsits nominee or designee, as the case may be; (p) fail , as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower in Borrower. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to pay its debts cease to be a member of Borrower and liabilities fromupon the occurrence of such an event, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and character and Special Member waives any right it might have to agree in light writing to dissolve Borrower upon the occurrence of its contemplated business operationsany action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower.

Single-Purpose Entity. Borrower hereby representsIt has not, warrants to the best of its knowledge, since the date of its formation and covenants shall not: (a) fail to Lender that Borrower is a single-be organized solely for the purpose entity whose sole asset is of (i) acquiring, developing, owning, managing or operating the Property, (ii) entering into this Security Agreement and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Propertydocuments related hereto, and uses incidental thereto. Borrower covenants and agrees that(iii) engaging in any activity that is incidental, until payment in full of necessary or appropriate to accomplish the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: foregoing; (ab) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (bc) acquire or own any material assets other than (i) the Property; , and (cii) except such incidental Personal Property as otherwise permitted in Article V may be necessary for the operation of this Instrument, the Property; (d) merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states state where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower’s Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization, Certificate of Formation, Operating Agreement or similar organizational documents, as the case may be; ; (pf) own, form or acquire any subsidiary or make any investment in, any person or entity; (g) commingle its assets with the assets of any of its members, general partners, affiliates, principals or of any other person or entity nor fail to hold all of its assets in its own name; (h) without Lender’s prior consent, which shall be given or withheld in Lender’s sole discretion, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt is not evidenced by a note and is paid when due; (i) become insolvent or fail to pay its debts and liabilities from, and to the extent of, from its assets as the same shall become due and payable; due; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (rj) fail to maintain adequate capital its records, books of account and bank accounts separate and apart from those of the members, partners, principals and affiliates of Borrower, the affiliates of a member, partner or principal of Borrower, and any other person or entity or fail to maintain such books and records in the extent available from revenues for the normal obligations reasonably foreseeable in a business ordinary course of its size business; (k) enter into any contract or agreement with any member, general partner, principal or affiliate of Borrower, Guarantor or Indemnitor, or any member, general partner, principal or affiliate thereof, except upon terms and character conditions that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or affiliate of Borrower, Guarantor or Indemnitor, or any member, general partner, principal or affiliate thereof; (1) seek the dissolution or winding up in light whole, or in part, of its contemplated business operations.Borrower;

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the followingnot: (a) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than (i) the Property, and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower's Partnership Agreement, Articles or Certificate of Incorporation or similar organizational documents, as the case may be, 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 hereunder, under the Note or under the Other Security Documents; (pe) own any subsidiary or make any investment in, any person or entity without the consent of Lender; (f) commingle its assets with the assets of any of its general partners, affiliates, principals or of any other person or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except with respect to trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt is paid within sixty (60) days of when incurred; (h) become insolvent and fail to pay its debts and liabilities from, and to the extent of, from its assets as the same shall become due due; (i) fail to maintain its records, books of account and payablebank accounts separate and apart from those of the general partners, principals and affiliates of Borrower, the affiliates of a general partner of Borrower, and any other person or entity; (j) enter into any contract or agreement with any general partner, principal or affiliate of Borrower, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any general partner, principal or affiliate of Borrower; (k) seek the dissolution or winding up in whole, or in part, of Borrower; (l) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any general partner, principal or affiliate of Borrower, or any general partner, principal or affiliate thereof or any other person; (m) hold itself out to be responsible for the debts of another person; (n) make any loans or advances to any third party, including any general partner, principal or affiliate of Borrower, or any general partner, principal or affiliate thereof; (o) fail to file its own tax returns; (p) agree to, enter into or consummate any transaction which would render Borrower unable to furnish the certification or other evidence referred to in Section 4.2(b) hereof; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant fail either to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital hold itself out to the extent available from revenues for the normal obligations reasonably foreseeable in public as a business of its size legal entity separate and character and in light of its contemplated business operations.distinct

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower's Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization, Operating Agreement or similar organizational documents, as the case may be; (e) own any subsidiary or make any investment in or acquire the obligations or securities of any Person other person or entity without the consent of Lender; ; (f) commingle its assets with the assets of any affiliate of its general partner(s), if Borrower is a partnership, its managing members, if Borrower is a limited liability company, or its principal shareholders, if Borrower is a corporation (in each case, "PRINCIPAL"), affiliates, or of any other Person; person or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except unsecured trade and operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the PropertyProperty in such amounts as are normal and reasonable under the circumstances, except as provided herein; that such debt is not evidenced by a note and is paid when due and provided in any event the outstanding principal balance of such debt shall not exceed at any one time one percent (1%) of the Outstanding Debt; (h) fail to pay its debts and liabilities from its own assets; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the general partners, members, principals and affiliates of Borrower Borrower, the affiliates of a general partner or member of Borrower, and any other person or entity; (j) enter into any contract or agreement with any general partner, member, principal or affiliate of Borrower, any guarantor of all or a portion of the Debt (a "GUARANTOR") or Indemnitor, or any general partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other Person; than any general partner, member, principal or affiliate of Borrower, Guarantor or Indemnitor, or any general partner, member, principal or affiliate thereof; (ik) seek dissolution or winding up in whole, or in part; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) hold itself out to be responsible (or pledge its assets as security) for the debts of another Person, except as provided in the Documents; person; (jn) make any loans or advances to any third party, including any general partner, member, principal or affiliate of Borrower, except for distributions; or any general partner, member, principal or affiliate thereof; (ko) fail to file its own tax returns or file on to use separate stationery (whether separately or as part of a consolidated basis; group), invoices and checks; (lp) agree to, enter into or consummate any transaction which would render Borrower unable to furnish the certification or other evidence referred to in Subsection 4.2(b) hereof; (q) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity entity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any general partner, member, principal or affiliate of Borrower, or any general partner, member, principal or affiliate thereof); ; (mr) fail to allocate fairly and reasonably among Borrower and any third party (including, without limitation, any Guarantor) any overhead for shared office space; (s) fail to pay the salaries of its own employees and maintain a sufficient number of employees for its contemplated business operations; (t) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (u) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; or (nv) share any common logo with or hold itself out as or be considered as a department or division of (i) any general partner, principal, member or affiliate of Borrower or Borrower, (ii) any affiliate of a general partner of Borrower, or (iii) any other Person person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Single-Purpose Entity. (a) Until the Debt has been paid in full to Lender, Borrower’s organizational documents will provide that Borrower’s sole business purpose shall be the acquisition, ownership and operation of the Mortgaged Property. Borrower hereby representsshall at all times during the term of the Note conduct its business affairs in compliance with such organizational documents. In addition, Borrower represents and warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Propertyto, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or with Lender that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the followingnot: (a) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Mortgaged Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than (i) the Mortgaged Property, and (ii) such incidental personal property as may be necessary for the operation of the Mortgaged Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s prior written consent; (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower’s partnership agreement, articles or certificate of incorporation, articles of organization, operating agreement, or similar organizational documents, as the case may be, 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 hereunder, under the Note or under the Other Security Documents; (e) own any subsidiary or make any investment in in, any Person person or entity without the prior written consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower its general partners, managing members, shareholders, affiliates, principals or any other Personperson or entity; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, excepting trade payables (which must be paid when due) incurred by Borrower in the ordinary course of its business of owning and operating the Mortgaged Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the general partners, managing members, shareholders, principals and affiliates of Borrower Borrower, the affiliates of a general partner or managing member of Borrower, and any other person or entity; (i) enter into any contract or agreement with any general partner, managing member, shareholder, principal or affiliate of Borrower, any Guarantor or any indemnitor, or any general partner, managing member, shareholder, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any general partner, managing member, shareholder, principal or affiliate of Borrower, any Guarantor or any indemnitor, or any general partner, managing member, shareholder, principal or affiliate thereof; (j) seek the dissolution or winding up in whole, or in part, of Borrower; (k) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any general partner, managing member, shareholder, principal or affiliate of Borrower, or any general partner, managing member, shareholder, principal or affiliate thereof or any other Personperson; (il) hold itself out to be responsible for the debts of another Person, except as provided in the Documentsperson; (jm) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (ln) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any general partner, managing member, shareholder, principal or affiliate of Borrower, or any general partner, managing member, shareholder, principal or affiliate thereof); (mo) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (p) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; . (nb) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of In addition to the foregoing, if Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organizedControlling Entity is a single member limited liability company, validly existing and in good standing (if applicable) it must be organized under the laws of Delaware, its organizational documents must also contain continuation of existence provisions acceptable to Lender, it must cause an acceptable Delaware counsel to deliver acceptable non-consolidation and non-dissolution opinions to Lender and it must satisfy any other requirements imposed by Lender. (c) If the jurisdiction original principal amount of the Loan was $20,000,000.00 or more, then, in addition to the foregoing: (i) Borrower’s organizational documents shall require unanimous consent of all shareholders, members, partners or other owners of an equity ownership interest in Borrower prior to the filing of petition in bankruptcy, or for the dissolution, liquidation, consolidation, merger or sale of all or substantially all of Borrower’s assets. (ii) Borrower must have (A) at least two Independent Controlling Persons (hereinafter defined), and (B) organizational documents requiring the unanimous consent of all directors, members, partners or other persons having similar decision-making authority with respect to Borrower (each, a “Controlling Person”) prior to the filing of petition in bankruptcy, or for the dissolution, liquidation, consolidation, merger or sale of all or substantially all of either Borrower’s assets. The term “Independent Controlling Person” shall mean a Controlling Person approved by Lender who shall at no time during the term of the Loan be, or have been within the 5 years immediately preceding becoming an Independent Controlling Person, (1) an employee, director, member, stockholder, partner or employee of Borrower or of any of its organization Affiliates (hereinafter defined), (2) a customer of or formationsupplier to (including any attorney, and qualification accountant, broker or banker) to do business in the states where the Property is located, if applicableBorrower or any of its Affiliates, or without (3) an immediate family member of any such employee, director, member, stockholder, partner, customer or supplier. The term “Affiliate” shall mean any person or entity (I) which owns beneficially, directly or indirectly, ten percent (10%) or more of the prior written consent of Lenderoutstanding ownership interest in Borrower (each, amend, modify or fail to comply with (in any material respectan “Owning Affiliate”), or terminate the provisions (II) of the formation documents which ten percent (10%) or similar organizational documentsmore of its outstanding ownership interest is owned beneficially, directly or indirectly, by any Owning Affiliate, or (III) which is controlled by any Owning Affiliate, as the case may be; term “control” is defined under Section 230.405 of the Rules and Regulations of the Securities and Exchange Commission, 17 C.F.R. Section 230.405, or (pIV) fail to pay its debts and liabilities from, and to any immediate family member of the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsforegoing.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation, developleasing and maintenance of its Property, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the construction, operation or maintenance of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to preserve its existence as an entity duly organized, without validly existing and in each case Lendergood standing under the laws of the jurisdiction of its organization or formation, or (ii) dissolve or otherwise terminate, or fail to comply with the provisions of Borrower’s consent; organizational documents; (e) own any subsidiary or make any investment in or acquire the obligations or securities of any Person without the consent of Lender; other person or entity; (f) fail to hold its assets in its own name (except with respect to bank account shared with any other Borrower), or commingle its assets with the assets of any affiliate of Borrower its partners, Affiliates, or of any other Person; person or entity (other than any other Borrower) or transfer any assets to any such person or entity other than distributions on account of equity interests in Borrower, to the extent, if any, permitted hereunder, and properly account for any other payments expressly permitted hereunder; (g) incur any debtIndebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating Loan, Swap Obligations under any TCF Swap Agreement, Permitted Indebtedness, and the Property, except as provided herein; Mezzanine Loan; (h) allow any Person to pay its debts and liabilities or fail to pay its debts and liabilities solely from its own assets; (i) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates Manager and any Affiliates of Borrower or its Manager except a bank account shared with any other Person; Borrower, or fail to prepare and maintain its own financial statements in accordance with GAAP or another accounting method reasonably satisfactory to Administrative Agent and susceptible to audit; (ij) enter into any contract or agreement with Guarantor, or any Member or Affiliate of Borrower or Guarantor, except as approved in writing by Administrative Agent or upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than Guarantor or Member or Affiliate of Borrower or Guarantor; (k) seek dissolution or winding up, in whole or in part; (l) fail to correct any known misunderstandings regarding the separate identity of Borrower; (m) guaranty or become obligated for the debts of any other entity or person, or hold itself out to be responsible or pledge its assets or credit worthiness for the debts of another Personperson or entity, or allow any person or entity to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of Borrower (except as provided in the Documents; for Guarantor); (jn) make any loans or advances to any third party, including any affiliate Member or Affiliate of Borrower, except for distributions; ; (ko) fail to file its own tax returns or file on a consolidated basis; to use separate contracts, purchase orders, stationery, invoices and checks; (lp) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name (other than the utilization in the ordinary course of business of the registered trademark or brand name “SmartStop Self Storage” and related marks, or registered trademarks, or brand names now or hereafter owned by SmartStop REIT and related marks, with respect to its dealings with its customers or the general public or for banking purposes) in order not (i) to mislead others as to the identity entity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate Member or Affiliate of Borrower); (q) fail to allocate fairly and reasonably among Borrower and any third party (including Guarantor or any Affiliate of any of the foregoing) any overhead for common employees, shared office space or other overhead and administrative expenses; (r) allow any person or entity to pay the salaries of Borrower’s employees or fail to maintain a sufficient number of employees for Borrower’s contemplated business operations taking into account the services to be provided by the manager of the Property pursuant to the Property Management Agreement; (s) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations (to the extent there exists sufficient cash flow from the Property to do so); provided, however, that the foregoing shall not require any member, partner or beneficiary of Borrower to provide additional funds to Borrower whether by virtue of loans, additional capital contributions or otherwise; (mt) file a voluntary petition or otherwise initiate proceedings to have Borrower or Member adjudicated bankrupt or insolvent, or consent to the filing institution of bankruptcy or insolvency proceedings against Borrower or Member, or file a petition seeking or consenting to reorganization or relief of Borrower or Member as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to Borrower or Member; or seek or consent to the appointment of any petitiontrustee, either voluntary receiver, conservator, assignee, sequester, custodian, liquidator (or involuntary, to take advantage other similar official) of Borrower or Member or of all or any applicable insolvency, bankruptcy, liquidation substantial part of the properties and assets of Borrower or reorganization statuteMember, or make an any general assignment for the benefit of creditors; creditors of Borrower or Member, or admit in writing the inability of Borrower or Member to pay its debts generally as they become due or declare or effect a moratorium on the payment of any Indebtedness of Borrower or Member or take any action in furtherance of any such action; (nu) Other than the utilization in the ordinary course of business of the registered trademark or brand name “SmartStop Self Storage” and related marks, or registered trademarks, or brand names now or hereafter owned by SmartStop REIT and related marks, with respect to its dealings with its customers or the general public or for banking purposes, share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate Member, Guarantor or Affiliate of Borrower Borrower, (ii) any Affiliate of a Member or Guarantor, or (iiiii) any other Person or entityallow any Person to identify Borrower as a department or division of that Person; or (ov) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicableconceal assets from any creditor, or without enter into any transaction with the prior written consent intent to hinder, delay or defraud creditors of Lender, amend, modify Borrower or fail to comply with (in the creditors of any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsother Person.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) engage in any business or activity other than to own, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without except as contemplated by the Merger Agreement; (b) (i) fail to preserve its existence as an entity duly organized, validly existing and in each case good standing under the laws of the jurisdiction of its formation, (ii) dissolve or otherwise terminate, or fail to comply with the provisions of Borrower’s organizational documents, or (iii) amend or modify Borrower’s Certificate of Formation or Operating Agreement in a manner adverse to the Lender’s consent; ; (ec) make any investment fail to hold its assets in any Person without the consent of Lender; (f) its own name, or commingle its assets with the assets of any affiliate of Borrower its partners, affiliates, or of any other Person; person or entity or transfer any assets to any such person or entity other than distributions on account of equity interests in the Borrower, to the extent, if any, permitted hereunder, and properly account for, and any other payments expressly permitted hereunder; (gd) other than Permitted Indebtedness, incur any debtDebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the PropertyLoan, except as provided herein; Debt from Guarantor; (he) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates shareholders and any Affiliates of Borrower or its shareholders, or fail to prepare and maintain its own financial statements in accordance with GAAP and susceptible to audit; (f) seek dissolution or winding up, in whole or in part; (g) guaranty or become obligated for the Debts of any other Person; (i) entity or person, or hold itself out to be responsible or pledge its assets or credit worthiness for the debts Debts of another Personperson or entity, except as provided in the Documents; (j) make or allow any loans person or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) fail either entity to hold itself out to be responsible or pledge its assets or credit worthiness for the public as a legal entity Debts of the Borrower (except for Guarantor); (h) fail to use separate contracts, purchase orders, stationery, invoices and distinct from any other Person or to conduct its business solely in its own name in order not checks; (i) fail to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that allocate fairly and reasonably among Borrower is responsible for the debts of and any third party (including excluding JetPay) any affiliate overhead for common employees, shared office space or other overhead and administrative expenses; (j) allow any person or entity (other than JetPay) to pay the salaries of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify ’s employees or fail to comply with maintain a sufficient number of employees for Borrower’s contemplated business operations; (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (rk) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (l) conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other Person. Notwithstanding anything to the contrary contained in this Section 6.10, any action or inaction of Borrower to consummate the transactions contemplated pursuant to the Merger Agreement, including, but not limited to, the change of Borrower’s legal name to “CollectorSolutions, LLC”, shall be deemed approved by Lender and not a violation of the covenants of this Section 6.10.

Single-Purpose Entity. (a) Until the Debt has been paid in full to Lender, Borrower's organizational documents will provide that Borrower's sole business purpose shall be the acquisition, ownership and operation of the Mortgaged Property. Borrower hereby representsshall at all times during the term of the Note conduct its business affairs in compliance with such organizational documents. In addition, Borrower represents and warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Propertyto, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or with Lender that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the followingnot: (ai) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Mortgaged Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (bii) acquire or own any material assets other than (A) the Mortgaged Property, and (B) such incidental personal property as may be necessary for the operation of the Mortgaged Property; (ciii) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's prior written consent; (eiv) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower's partnership agreement, articles or certificate of incorporation, articles of organization, operating agreement, or similar organizational documents, as the case may be, 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 hereunder, under the Note or under the Other Security Documents; (v) own any subsidiary or make any investment in in, any Person person or entity without the prior written consent of Lender; (fvi) commingle its assets with the assets of any affiliate of Borrower its general partners, managing members, shareholders, affiliates, principals or of any other Personperson or entity; (gvii) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, excepting trade payables (which must be paid when due) incurred by Borrower in the ordinary course of its business of owning and operating the Mortgaged Property, except as provided herein; (hviii) fail to maintain its records, books of account and bank accounts separate and apart from those of the general partners, managing members, shareholders, principals and affiliates of Borrower Borrower, the affiliates of a general partner or managing member of Borrower, and any other person or entity; (ix) enter into any contract or agreement with any general partner, managing member, shareholder, principal or affiliate of Borrower, any Guarantor or any indemnitor, or any general partner, managing member, shareholder, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any general partner, managing member, shareholder, principal or affiliate of Borrower, any Guarantor or any indemnitor, or any general partner, managing member, shareholder, principal or affiliate thereof; (x) seek the dissolution or winding up in whole, or in part, of Borrower; (xi) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any general partner, managing member, shareholder, principal or affiliate of Borrower, or any general partner, managing member, shareholder, principal or affiliate thereof or any other Personperson; (ixii) hold itself out to be responsible for the debts of another Person, except as provided in the Documentsperson; (jxiii) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (lxiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (iA) to mislead MCF 415 Mortgage (AL) Last revised 7/5/05 others as to the identity with which such other party is transacting business, or (iiB) to suggest that Borrower is responsible for the debts of any third party (including any general partner, managing member, shareholder, principal or affiliate of Borrower, or any general partner, managing member, shareholder, principal or affiliate thereof); (mxv) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; . (nb) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of In addition to the foregoing, if Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organizedControlling Entity is a single member limited liability company, validly existing and in good standing (if applicable) it must be organized under the laws of Delaware, its organizational documents must also contain continuation of existence provisions acceptable to Lender, it must cause an acceptable Delaware counsel to deliver acceptable non-consolidation and non-dissolution opinions to Lender and it must satisfy any other requirements imposed by Lender. (c) If the jurisdiction original principal amount of the Loan was $20,000,000.00 or more, then, in addition to the foregoing: (i) Borrower's organizational documents shall require unanimous consent of all shareholders, members, partners or other owners of an equity ownership interest in Borrower prior to the filing of petition in bankruptcy, or for the dissolution, liquidation, consolidation, merger or sale of all or substantially all of Borrower's assets. (ii) Borrower must have (A) at least two Independent Controlling Persons (hereinafter defined), and (B) organizational documents requiring the unanimous consent of all directors, members, partners or other persons having similar decision-making authority with respect to Borrower (each, a "Controlling Person") prior to the filing of petition in bankruptcy, or for the dissolution, liquidation, consolidation, merger or sale of all or substantially all of either Borrower's assets. The term "Independent Controlling Person" shall mean a Controlling Person approved by Lender who shall at no time during the term of the Loan be, or have been within the 5 years immediately preceding becoming an Independent Controlling Person, (1) an employee, director, member, stockholder, partner or employee of Borrower or of any of its organization Affiliates (hereinafter defined), (2) a customer of or formationsupplier to (including any attorney, and qualification accountant, broker or banker) to do business in the states where the Property is located, if applicableBorrower or any of its Affiliates, or without (3) an immediate family member of any such employee, director, member, stockholder, partner, customer or supplier. The term "Affiliate" shall mean any person or entity (I) which owns beneficially, directly or indirectly, ten percent (10%) or more of the prior written consent of Lenderoutstanding ownership interest in Borrower (each, amend, modify or fail to comply with (in any material respectan "Owning Affiliate"), or terminate the provisions (II) of the formation documents which ten percent (10%) or similar organizational documentsmore of its outstanding ownership interest is owned beneficially, directly or indirectly, by any Owning Affiliate, or (III) which is controlled by any Owning Affiliate, as the case may be; term "control" is defined under Section 230.405 of the Rules and Regulations of the Securities and Exchange Commission, 17 C.F.R. Section 230.405, or (pIV) fail to pay its debts and liabilities from, and to any immediate family member of the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsforegoing.

Single-Purpose Entity. Borrower hereby Grantor represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Propertyat all times since its formation and thereafter: (A) Each of Grantor and any SPE Principal, does not own and whose sole business and purpose is to acquirewill not own, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, either directly or indirectly, take any actions in violation asset or property other than (i) with respect to Grantor, the Secured Property and incidental personal property necessary for the ownership or operation of the formation documents Secured Property and (ii) with respect any SPE Principal, the general partnership or that would otherwise adversely affect the Borrower’s existence managing member interest in Grantor, as a single purpose entity. Specificallyapplicable. (B) Each of Grantor and any SPE Principal, except only to the extent required or permitted by the Documents, Borrower has not engaged in and shall will not do, cause, or permit any of the following: (a) engage in any business or activity other than (i) with respect to ownGrantor, operatethe ownership, finance, develop, manage, lease, maintain, market management and sell operation of the Secured Property and activities incidental thereto; (bii) acquire with respect to any SPE Principal, the ownership of the general partnership or own managing member interest in Grantor, as applicable, and each of Grantor and any material assets other than the Property; SPE Principal, will conduct and operate its business as presently conducted and operated. (cC) except Unless Grantor is a corporation or Acceptable Delaware LLC, has and shall have an SPE Principal as otherwise permitted in Article V its only general partner or managing member. (D) Each of this Instrument, merge Grantor and any SPE Principal has not entered and will not enter into any contract or consolidate agreement with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower Grantor, any constituent party of Grantor or any other Person; affiliate of any constituent party, except upon terms and conditions that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arms-length basis with unaffiliated third parties. (gE) Each of Grantor and any SPE Principal has not incurred and will not incur any debtindebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than than, with respect to Grantor (i) the Obligations and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors in amounts as are normal and reasonable under the circumstances provided that such debt is paid within sixty (60) days of the date it is incurred. No indebtedness other than the Obligations may be secured (subordinate or pari passu) by the Secured Property. (F) Each of Grantor and any SPE Principal has not made and will not make any loans or advances to any third party (including any affiliate, constituent party or any affiliate of any constituent party), and have not and will not acquire obligations or securities of its affiliates or any constituent party. (G) Each of Grantor and any SPE Principal has been, is and intends to remain solvent and each of Grantor and any SPE Principal has and will pay its own debts and liabilities from its assets (to the extent of such funds and assets and in no event shall the constituent members of Grantor be required to make a contribution to satisfy this item (G)), as the same shall become due. (H) Each of Grantor and any SPE Principal has done or caused to be done and will do or cause to be done all things necessary to observe organizational formalities and preserve its existence, and each of Grantor and any SPE Principal has not and will not, nor has Grantor or any SPE Principal permitted nor will Grantor, nor any SPE Principal, permit any of its constituent parties, to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation, bylaws, articles of organization, operating agreement, trust agreement or other organizational document of Grantor or any SPE Principal or such constituent party in a manner which would result in a breach of any of the Propertyrepresentations, except as provided herein; warranties or covenants set forth in this Section 5.20 or in a manner that would otherwise adversely affect Grantor's and any SPE Principal's single purpose status. (hI) fail to Each of Grantor and any SPE Principal has and will maintain all of its books, records, books of account financial statements and bank accounts separate and apart from those of the affiliates of Borrower or its affiliates, any constituent party and any other Person; provided, however, Grantor or any SPE Principal may include its financial statements as part of a consolidated financial statement if such statements contain a notation that makes clear that Grantor or such SPE Principal is a separate entity and that the assets and credit of Grantor or such SPE Principal are not available to satisfy liabilities of any other Person and that the assets and credit of such other Person are not available to satisfy liabilities of Grantor or such SPE Principal; each of Grantor and any SPE Principal, has and will file its own tax returns as required by applicable state and federal law, except to the extent that Grantor is treated as a "disregarded entity" for tax purposes and is not required to file tax returns under applicable law; each of Grantor and such SPE Principal has maintained and shall maintain its books, records, resolutions and agreements as official records. (iJ) Each of Grantor and any SPE Principal has been and will be, and at all times has and will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any affiliate of Grantor or such SPE Principal, any constituent party of Grantor or such SPE Principal, or any affiliate of any constituent party), has corrected and will correct any known misunderstanding regarding its status as a separate entity, has conducted and will conduct business in its own name, has not identified and shall not identify itself or any of its affiliates as a division or part of the other and has maintained and shall maintain and utilize separate stationery, invoices and checks; provided, however, that this Section 5.20(J) shall not apply as among the Grantors. (K) Other than each Grantor's liability for the obligations of the other Grantors hereunder, each of Grantor and any SPE Principal has not assumed or guaranteed and will not assume or guaranty the debts of any other Person, has not held and will not hold itself out to be responsible for the debts of another any other Person, except as provided in and has not and will not otherwise pledge its assets for the Documents; (j) make any loans or advances to any third party, including any affiliate benefit of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or hold out its credit as being available to conduct its business solely in its own name in order not (i) to mislead others as to satisfy the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts obligations of any third party other Person. (including L) Each of Grantor and any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing SPE Principal has maintained and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail intends to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations (to the extent there exists sufficient cash flow from the Secured Property to do so and in no event shall the constituent members of Grantor be required to make a contribution to satisfy this item (L)). (M) Neither Grantor nor any SPE Principal, nor any of their respective constituent parties has caused or will cause or permit the dissolution, winding up, liquidation, consolidation or merger in whole or in part, of Grantor or any SPE Principal, or the division of Grantor or SPE Principal into multiple entities or series pursuant to Section 18-217 of the Delaware LLC Act; and neither Grantor nor any SPE Principal, nor any of their respective constituent parties has disposed or will dispose of all or substantially all of the assets of Grantor or any SPE Principal and has not changed and will not change Grantor's or any SPE Principal's legal structure. (N) Each of Grantor and any SPE Principal has not commingled and will not commingle the funds and other assets of Grantor or any SPE Principal, with those of any affiliate or constituent party or any other Person other than another Grantor. (O) Each of Grantor and any SPE Principal have maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any affiliate or constituent party, or any other Person other than another Grantor. (P) Each of Grantor and any SPE Principal does not and will not hold itself out to be responsible for the debts or obligations of any other Person except with respect to another Grantor. (Q) Each of Grantor and any SPE Principal does and shall continue to (i) allocate fairly and reasonably any overhead and expense for office space shared with any affiliated Person, (ii) pay any liabilities, including salaries of its employees, out of its own funds and not from funds of any affiliated Person and/or (iii) maintain a sufficient number of employees (which may be zero) in light of its contemplated business operations. Nothing in this item Q shall require any direct or indirect owner of Grantor or any other Person to make any additional capital contributions or loans to such Grantor. (R) Each of Grantor and any SPE Principal, shall not violate or cause to be violated the assumptions made with respect to Grantor and any SPE Principal, and their respective direct or indirect constituent entities in any opinion letter pertaining to substantive consolidation delivered to Beneficiary in connection with the Loan, if any. (S) Within the same time frame set forth in this Security Instrument or any other applicable Loan Instrument for the delivery of annual financial statements, Grantor shall deliver to Beneficiary a certification executed by an officer of Grantor certifying to Beneficiary that, as of such date, Grantor and any SPE Principal, complies with the provisions of Section 5.20 of this Security Instrument. (T) Grantor's limited liability company agreement, limited partnership agreement or articles of incorporation, as applicable, shall contain the provisions set forth in Section 5.20(A)-(S) of this Security Instrument and, unless Grantor is a corporation or an Acceptable Delaware LLC, its sole general partner or managing member, as applicable, shall be an SPE Principal that is a corporation or an Acceptable Delaware LLC with articles of incorporation or a limited liability company agreement, as applicable, that contains the provisions set forth in Section 5.20(A)-(S) of this Security Instrument. So long as any Obligations are outstanding, none of such instruments shall be amended, altered or changed without the prior written consent of Beneficiary. (U) In the event that Grantor or any SPE Principal is a corporation or an Acceptable Delaware LLC, it shall at all times cause there to be at least one duly appointed director or manager, as applicable (an "Independent Manager") of Grantor or such SPE Principal. The Independent Manager shall be satisfactory to Beneficiary, and must be a natural person employed by, or an entity owned and controlled by a nationally recognized corporate service provider and shall not at the time of initial appointment, nor at any time during the preceding five (5) years have been: (1) a stockholder, director, officer, employee, partner, attorney or counsel of Grantor any SPE Principal, or any affiliate of Grantor or any SPE Principal; (2) a customer, supplier or other person who derives more than ten percent (10%) of its purchases or revenues from its activities with Grantor or any SPE Principal or any affiliate of Grantor or any SPE Principal; (3) a Person or other entity controlling or under common control with any such stockholder, partner, customer, supplier or other Person; or (4) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other Person. As used in this paragraph, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person or entity, whether through ownership of voting securities, by contract or otherwise. The affirmative vote or written consent of the Independent Manager shall be required for the Grantor and any SPE Principal to approve or take any Material Action. No termination or change of the Independent Manager shall be made without giving Beneficiary at least five (5) Business Days prior written notice, which notice shall include a copy of a resume for such proposed replacement Independent Manager that reflects that such individual meets the requirements contained herein; provided further, that Beneficiary shall have the right to object to the appointment of said replacement and in the event of such objection, the proposed replacement shall not be admitted. Notwithstanding the foregoing, any current Independent Manager that receives notice of the termination of its duties shall provide a copy of said notice to Beneficiary within five (5) days of receipt thereof. To the fullest extent permitted by applicable law, and notwithstanding any duty otherwise existing at law or in equity, the Independent Manager shall consider only the interests of Grantor and any SPE Principal (including their respective creditors) and the members, partners or shareholders of Grantor and any SPE Principal, as applicable ("Constituent Owners"), in acting or otherwise voting on any Material Actions or matters provided for in Grantor's such SPE Principal's organizational documents (which such fiduciary duties to the Constituent Owners, Grantor and any SPE Principal (including their respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in such entity, exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Owners), (y) the interests of other affiliates of the Constituent Owners or of Grantor or any SPE Principal, as applicable, and (z) the interests of any group of affiliates of which the Constituent Owners or Grantor or any SPE Principal, as applicable, is a part)). Regardless of the solvency of Grantor or any SPE Principal, the Independent Manager shall owe duties to protect creditors in the enforcement of their contractual rights, including all remedies. Other than as provided above, the Independent Manager shall not have any fiduciary duties to any Constituent Owners, any directors or managers of Grantor or any SPE Principal, as applicable, or any other Person, provided, however, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law. To the fullest extent permitted by applicable law, an Independent Manager shall not be liable to Grantor, any SPE Principal or any Constituent Owner or any other Person for breach of contract or breach of duties (including fiduciary duties), unless such Independent Manager acted in bad faith or engaged in willful misconduct. All other matters as to the Independent Manager shall be set forth in the organizational documents of Grantor or SPE Principal, as applicable, and shall be satisfactory to Beneficiary.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (a) with respect to Borrower, engage in any business or activity other than to ownthe acquisition, operateownership, financeoperation and maintenance of the Property, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (b) with respect to Borrower, acquire or own any material assets asset other than (i) the Property; , and (ii) such incidental Personal Property as may be necessary for the operation of the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s 's consent; ; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) 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 (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; (od) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify modify, terminate or fail to comply with (in any material respect), or terminate the provisions of the formation documents Borrower's Partnership Agreement, Articles or Certificate of Incorporation, Articles of Organization, Operating Agreement or similar organizational documents, as the case may be, whichever is applicable; (e) own any subsidiary or make any investment in or acquire the obligations or securities of any other person or entity without the consent of Lender other than investments in cash equivalents made in the ordinary course of business; (f) commingle its assets with the assets of any of its affiliates or of any other person or entity; (pg) fail with respect to pay its debts and liabilities fromBorrower, and to incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliatesDebt, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without in the payment ordinary course of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a its business of its size owning and character operating the Property, provided that such debt is not evidenced by a note and is paid when due (it being acknowledged, however, that Borrower has previously executed and delivered a guaranty (the "Released Guaranty") in light connection with a credit facility in favor of its contemplated business operations.Guarantor which guaranty has been fully released and discharged as of the date hereof without any liability to Borrower);

Single-Purpose Entity. Borrower hereby covenants, represents, warrants and covenants to Lender agrees that Borrower is it: (a) will not amend, modify or otherwise change its Articles of Organization or operating agreement in any material term or manner, or in a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise manner which adversely affect the affects Borrower’s existence as a single purpose entity. Specificallyentity without the prior written consent of Bank; (b) will not permit any member of Borrower to amend, except only modify or otherwise change Borrower’s Articles of Organization or operating agreement in any material term or manner, or in a manner which adversely affects Borrower’s existence as a single purpose entity without the prior written consent of Bank; (c) to the full extent required or permitted by the Documentslaw, Borrower has will not and shall not do, causeliquidate or dissolve (or suffer any liquidation or dissolution), or permit enter into any transaction of merger or consolidation, or acquire by purchase or otherwise all or substantially all the business or assets of, or any stock or other beneficial ownership of, any entity without the prior written consent of Bank; (d) except for Permitted Liens, will not guarantee, pledge its assets for the benefit of, hold its credit as being available to satisfy, or otherwise become liable, on or in connection with, any obligation of any other person without the prior written consent of Bank; (e) will not own any asset other than the Premises and incidental personal property necessary for the operation of the following: Premises; (af) engage will not engage, either directly or indirectly, in any business or activity other than to ownthe acquisition, operatedevelopment, financeownership, developoperation, manageleasing and managing and maintenance of the Premises, lease, maintain, market and sell entering into and/or assuming the Property Loan and activities incidental thereto; (b) acquire or own any material assets other than the Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the prior written consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; Bank; (g) will maintain an arm’s length relationship with its affiliates and its members and any other parties furnishing services to it; (h) will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), ) without the prior written consent of Bank (other than accounts payable incurred in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account business and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; debt secured by Permitted Liens); (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) will not make any loans or advances to any third partyother person or entity, including, but not limited to, the affiliates of Borrower; (j) will be solvent and pay its own liabilities, indebtedness and obligations of any kind, including any affiliate of Borroweradministrative expenses, except for distributions; from its own assets as the same shall become due; (k) fail will do all things necessary to file preserve its own tax returns or file on a consolidated basis; existence, and will observe all formalities applicable to it, and will do all things necessary to maintain its identity as an entity separate and distinct from any affiliates of Borrower; (l) fail either will conduct and operate its business in its own name and as presently conducted and operated; (m) will maintain financial statements, books and records and bank accounts separate from those of its affiliates, including, without limitation, its members; provided, however, that Borrower may be included in consolidated financial statements of another person, provided that such consolidated financial statements contain a note indicating that Borrower is a separate legal entity and Borrower’s assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity and that the consolidated entity is not liable for any of the liabilities of Borrower; (n) will be, and at all times will hold itself out to the public as as, a legal entity separate and distinct from any other Person entity (including, without limitation, any affiliate or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting businessmember of Borrower, or (ii) to suggest that Borrower is responsible for the debts of any third party (including any affiliate of any member of Borrower); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; ; (o) fail will file its own tax returns and pay any taxes so required to preserve be paid under applicable law; provided, however, that so long as Borrower’s separate tax liability and its existence as an entity duly organizedincome and expenses are readily determinable based on a review of Borrower’s books and records, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case it may be; file consolidated tax returns; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (q) will not commingle the funds and other assets of Borrower with those of any member, affiliate or any other person; (r) will 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 other person; (s) will not hold itself out to be responsible for the debts or obligations of any other person; (t) will pay any liabilities out of its own funds, including salaries of its employees, not out of the funds of any affiliate and will not permit any affiliate to guarantee its debt or obligations (except as may be expressly provided for in this Agreement); (u) will use stationery, invoices, and checks separate from its affiliates; (v) will not do any act which would make it impossible to carry on the ordinary business of Borrower (w) will not hold title to Borrower’s assets other than in Borrower’s name; (x) will participate in the fair and reasonable allocation of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (y) will deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (z) will correct any known misunderstanding regarding its separate identity; (aa) will establish and maintain an office through which its business is conducted separate and apart from that of any other affiliate; provided, however, that nothing herein shall be construed so as to prevent Borrower from having office space at the same address as any other affiliate, so long as the costs and expenses associated with such office space are allocated as set forth in paragraph (x) above; and (bb) will maintain a separate telephone number from that of any other affiliate. Notwithstanding anything herein to the contrary, Borrower may, from time to time, (i) make lawful distributions in accordance with this Agreement and applicable law, or (ii) obtain lawful capital contributions in accordance with applicable law from its affiliates to the extent necessary to satisfy its obligations as they become due; provided, however, that all such transactions are accurately reflected in the books and records of Borrower and each of its applicable affiliates.

Single-Purpose Entity. Borrower hereby representsUntil such time as the Building Loan is paid in full, warrants Borrower: (a) except as referred to in Section 7.19(a)(ii) hereof, has not and covenants will not amend, modify or otherwise change its operating agreement or formation agreement or certificate of formation without the approval of Agent, which approval shall not be unreasonably withheld or delayed; (b) except as referred to Lender that Borrower is a single-purpose entity whose sole in Section 7.19(a)(i) hereof, has not and will not enter into any transaction of merger or consolidation, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or acquire by purchase or otherwise all or substantially all the business or assets of, or any stock or other evidence of beneficial ownership of, any Person; (c) has not and will not guarantee, pledge its assets for the benefit of, or otherwise become liable for or in connection with, any obligation of any Person; (d) has not owned and will not own any asset is other than (i) the Property, Mortgaged Property and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use (ii) incidental personal property in connection with the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full construction or operation of the Obligations, Borrower Mortgaged Property; (e) has not engaged and will notnot engage, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the following: (a) engage in any business or activity other than to own, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or own any material assets other than the acquisition, development, construction, ownership, management and operation of the Mortgaged Property; (c) except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s consent; (e) make any investment in any Person without the consent of Lender; ; (f) commingle has not entered into and will not enter into any contract or agreement (excluding the Development Agreements) with any of its assets with the assets officers, principals, employees, Members or Affiliates or any Affiliate of any affiliate of Borrower or any other Person; Entity except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties (each, a “Permitted Affiliate Contract”); (g) incur has not incurred, assumed or created and will not incur, assume or create any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) the Building Loan, (ii) the Project Loan, (iii) any Interest Rate Cap and (iv) unsecured trade payables or accrued expenses or other obligations incurred in the ordinary course of business in connection with the developing, constructing and operating of the Mortgaged Property; no other debt (other than the Extension Loan) will be secured (senior, except as provided herein; subordinate or pari passu) by the Mortgaged Property; (h) fail to maintain its records, books of account has not made and bank accounts separate and apart from those of the affiliates of Borrower or any other Person; (i) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; (j) will not make any loans or advances to any third party, party (including any affiliate of BorrowerAffiliate); (i) is and will be, solvent and pay its debts from its assets as the same shall become due, except for distributions; those being contested in good faith by appropriate proceedings; (j) has done or caused to be done and will do all things necessary to preserve its existence; (k) fail will conduct and operate its business as presently, and as presently contemplated to file its own tax returns or file on a consolidated basis; be, conducted and operated; (l) fail either to will maintain financial statements, books and records and bank accounts separate from those of its Affiliates; (m) will be, and at all times will hold itself out to the public as as, a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower is responsible for the debts of any third party entity (including any affiliate of BorrowerAffiliate thereof); (m) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; ; (n) share any common logo with or hold itself out as or be considered as a department or division of (i) any affiliate of Borrower or (ii) any other Person or entity; will file its own tax returns; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (p) will not seek the dissolution or winding up, in whole or in part, of itself or the Members, except as contemplated by Section 7.19(a) hereof; (q) will not commingle its funds and other assets with those of any Affiliate or any other Person; (r) has maintained, and will maintain, its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify such assets from those of any Affiliate or any other Person; (s) has not, and will not, hold itself out to be responsible for the debts or obligations of any other Person (including any Affiliate); (t) will not do any act which would make it impossible to carry on its ordinary business or the business of the Members; (u) will not possess the Mortgaged Property or incidental personal property necessary for the operation of the Mortgaged Property for other than a business or company purpose; (v) will not sell, encumber or otherwise dispose of any part of the Mortgaged Property or incidental personal property necessary for the operation of the Mortgaged Property, except for the transfers referred to in Section 7.32(a)(i) hereof; (w) will not hold title to its assets other than in its name; (x) will not institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any applicable federal or state law relating to bankruptcy or insolvency; or consent to the appointment of a Bankruptcy Assignee of itself or the Members or a substantial part of its or the Members’ property, or of all or any part of the rents, revenues, issues, earnings, profits or income thereof; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any action in furtherance of any such action; and (y) will not acquire any stock or assets of, or form a partnership, joint venture or other entity with, any Person without Agent’s prior approval. The foregoing provisions of this Section 7.36 shall be incorporated into, and be maintained in, Borrower’s Articles of Organization for as long as any Borrower Entity is indebted to Agent or the Lenders under any Building Loan Document.

Single-Purpose Entity. Borrower hereby represents, warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the Property, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower Mortgagor covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or with Mortgagee that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the extent required or permitted by the Documents, Borrower it has not and shall not do, cause, or permit any of the following: not: (ai) engage in any business or activity other than to ownthe ownership, operateoperation and maintenance of the Mortgaged Property, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; ; (bii) acquire or own any material assets other than (A) the Mortgaged Property; , and (cB) except such incidental personal property as otherwise permitted in Article V may be necessary for the operation of this Instrument, the Mortgaged Property; (iii) merge into or consolidate with any Person person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender’s Mortgagee's consent; , except in accordance with the terms of this Mortgage; (eiv) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or, without confirmation by the Rating Agencies that same shall not result in a downgrading, withdrawal or qualification of the then-ratings of the Certificates, and except as expressly provided herein, amend, modify, terminate or fail to comply with the provisions of Mortgagor's partnership agreement, articles or certificate of incorporation, operating agreement or similar organizational documents, as the case may be, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Mortgagor to perform its obligations hereunder, under the Mortgage Notes or under any Loan Documents; (v) own any subsidiary or make any investment in in, any Person or entity without the consent of Lender; Mortgagee; (fvi) commingle its assets with the assets of any affiliate of Borrower its general partners, members, shareholders, affiliates, principals or of any other Person; person or entity; (gvii) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; indebtedness secured hereby and other indebtedness permitted hereunder; (hviii) fail to maintain its records, books of account and bank accounts separate and apart from those of the general partners, members, shareholders, principals and affiliates of Borrower Mortgagor, the affiliates of a general partner or member, or shareholder of Mortgagor and any other person or entity; (ix) enter into any contract or agreement with any general partner, member, shareholder, principal or affiliate of Mortgagor, any guarantor or indemnitor, or any general partner, member, principal or affiliate thereof, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other Person; than any general partner, member, shareholder, principal or affiliate of Mortgagor, or any such guarantor or indemnitor, or any general partner, member, principal or affiliate thereof; (ix) seek the dissolution or winding up in whole, or in part, of Mortgagor; (xi) hold itself out to be responsible for the debts of another Person, except as provided in the Documents; person; (jxii) make any loans or advances to any third party, including any general partner, member, shareholder, principal or affiliate of BorrowerMortgagor, except for distributions; or any general partner, principal or affiliate thereof; (kxiii) fail to file its own tax returns or file on a consolidated basis; returns; (lxiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person entity or person or to conduct its business solely in its own name in order not (iA) to mislead others as to the identity with which such other party is transacting business, or (iiB) to suggest that Borrower Mortgagor is responsible for the debts of any third party (including any general partner, principal or affiliate of BorrowerMortgagor, or any general partner, principal or affiliate thereof); (xv) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (mxvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; , without the consent of any general partner of Mortgagor (n) share any common logo including the vote of the Independent Director). Mortgagor covenants and agrees with or hold itself out as or be considered as a department or division of Mortgagee that it has and shall: (i) any affiliate of Borrower or maintain separate financial statements; (ii) any other Person or entity; (o) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under pay the laws of the jurisdiction salaries of its organization or formationown employees if any, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent maintain a sufficient number of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the extent of, its assets as the same shall become due and payable; (q) transact any business with affiliates, except on an arm’s-length basis and pursuant to written agreements that are terminable at will without the payment of a fee (except as otherwise approved by Lender); and (r) fail to maintain adequate capital to the extent available from revenues for the normal obligations reasonably foreseeable in a business of its size and character and employees in light of its contemplated business operations; (iii) allocate fairly and reasonably any overhead for shared office space; (iv) use separate stationery, invoices, and checks; and (v) correct any known misunderstanding regarding its separate entity.