Common use of Single-Purpose Entity Clause in Contracts

Single-Purpose Entity. Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (b) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicable) as would be conducted with third parties. (d) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (f) In addition, Mezzanine Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine (a) Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Except as permitted by the Loan Documents, Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their respective its Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Borrower or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other PersonPerson (however the presentation of combined or consolidated financial condition or results of operation for purposes of financial statements prepared for the ultimate equity owners of multiple Single Purpose Entities shall be allowed).

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for anything other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as any of Mezzanine Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other of Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that either Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, and each SPE Entity Affiliate Tenant has been since the date of its respective formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, and each SPE Entity Affiliate Tenant shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Borrower, will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, Mortgage Borrower, Borrower or any SPE Entity Parents, Borrower Subsidiary, and Affiliate Tenant shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or of their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, Mortgage Borrower, Borrower or any SPE Entity Parents, Borrower Subsidiary, and Affiliate Tenant jointly contracts with any other of Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, and Affiliate Tenant or any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, or any SPE Entity Affiliate Tenant contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Mortgage Borrower, Borrower Parents, Borrower Subsidiary, Affiliate Tenant and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, or such SPE EntityAffiliate Tenant, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Mortgage Borrower, Borrower Parents, Borrower Subsidiary, Affiliate Tenant or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, and each SPE Entity Affiliate Tenant shall conduct its their affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ ' consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, and each SPE Entity Affiliate Tenant shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’sarm's-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine (a) Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Except as permitted by the Loan Documents, Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate, except pursuant to a cash management system maintained with Borrower’s Affiliates in accordance with Section 5.1.23 hereof and under which the portion of the commingled funds owned by Borrower is readily ascertainable. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their respective its Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Borrower or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such group, provided, however, that any consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate Affiliates are separate legal entities and maintain records, books of account account, and accounts separate and apart from any other PersonPerson and that their respective assets and credit are not available to satisfy each other’s debts; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.;

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine any of Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine of Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower Borrower, General Partner, Mortgage Borrower, and each SPE Entity has been since the date of its respective formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Borrower, will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, Mortgage Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or of their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, Mortgage Borrower or any SPE Entity jointly contracts with any other of Mezzanine Borrower, Mortgage Borrower, any SPE Entity or either any of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower, Mortgage Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Mortgage Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, Mortgage Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, Mortgage Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ ' consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’sarm's-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine (a) Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Except as permitted by the Loan Documents, Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate, except pursuant to a cash management system maintained with Borrower’s Affiliates in accordance with Section 5.1.23 hereof and under which the portion of the commingled funds owned by Borrower is readily ascertainable. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their respective its Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Borrower or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such group, provided, however, that any consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate Affiliates are separate legal entities and maintain records, books of account account, and accounts separate and apart from any other PersonPerson and that their respective assets and credit are not available to satisfy each other’s debts; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checkschecks bearing its own name; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other PersonPerson (however the presentation of combined or consolidated financial condition or results of operation for purposes of financial statements prepared for the ultimate equity owners of multiple Single Purpose Entities shall be allowed).

Single-Purpose Entity. Each of Mezzanine (a) Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicableBorrower, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their its Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their its respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Borrower or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine Borrower Borrower, Maryland Loan Guarantor and each other SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (a) Each of Mezzanine Borrower Borrower, Maryland Loan Guarantor and each other SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower Borrower, Maryland Loan Guarantor or any other SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower Borrower, Maryland Loan Guarantor or any such other SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (b) To the extent that Mezzanine Borrower Borrower, Maryland Loan Guarantor or any other SPE Entity shares the same officers or other employees as Mezzanine any of Borrower, Maryland Loan Guarantor, any other SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that any Mezzanine Borrower Borrower, Maryland Loan Guarantor or any other SPE Entity jointly contracts with any other Mezzanine of Borrower, Maryland Loan Guarantor, any other SPE Entity or either any of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower any of Borrower, Maryland Loan Guarantor or any other SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Maryland Loan Guarantor or each other SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower Borrower, Maryland Loan Guarantor or such any other SPE Entity, as applicable) as would be conducted with third parties. (d) To the extent that Mezzanine Borrower, Maryland Loan Guarantor any other SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Mezzanine Borrower Borrower, Maryland Loan Guarantor and each other SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (f) In addition, Mezzanine Borrower Borrower, Maryland Loan Guarantor and each other SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine (a) Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Except as permitted by the Loan Documents, Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their respective its Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Borrower or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower Borrower, Mortgage Borrower, and each SPE Entity has been since the date of its respective formation and shall remain a Single Purpose Entity. (ab) Each Except as permitted by the Loan Documents (Mezzanine), each of Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Borrower, will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, Mortgage Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or of their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, Mortgage Borrower or any SPE Entity jointly contracts with any other of Mezzanine Borrower, Mortgage Borrower, any SPE Entity or either any of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower, Mortgage Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Mortgage Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, Mortgage Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, Mortgage Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine Borrower and each SPE Entity (a) Until the Indebtedness has been since the date of its formation and paid in full, Borrower shall remain be a Single Purpose EntityEntity except as described in Section 4.1.29(a) of this Agreement. (ab) Each Borrower shall act independently of Mezzanine each of its Affiliates and conduct its business functions and operations and manage itself in all respects consistent with the representations, warranties and covenants contained in the Loan Documents to which it is a party relating to its separateness. Borrower shall take all steps necessary to make it apparent to third parties that Borrower is an entity with assets and liabilities distinct from those of any of its Affiliates. (c) Borrower shall not commingle or pool any of its funds or other assets or any business functions with those of any other Person, nor maintain any joint bank account or other joint depository arrangement with any other Person. Borrower shall hold its assets in its own name and effectively ensure that its funds are clearly traceable at each SPE Entity step in any financial transaction involving such funds. Borrower shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliatean Approved Bank. (bd) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their its Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their its respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (d) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (f) In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly costly, difficult, or difficult time consuming to segregate, ascertain or identify them or ascertain such assetssegregate them from those of all other Person; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate to the extent it is a taxpayer, file its own tax returns (unless part of or, if it is a consolidated group) and financial statements (unless part of a consolidated group), or if part member of a consolidated group, it will such consolidation shall be shown effected duly in accordance with generally accepted accounting principles and the Code and Borrower shall join in the consolidated return of such group as a separate member thereof; and (vi) not incur any indebtedness or assume or guarantee any indebtedness of such group any other Person, secured or such consolidated tax returns unsecured, direct or financial statements will contain a note indicating that indirect, fixed or contingent other than (A) the Loan and other indebtedness incurred under the Loan Documents, (B) indebtedness and other liabilities for trade payables and accrued expenses incurred in the ordinary course of business of operating the Property and (C) any other permitted indebtedness under the Loan Documents. (g) Borrower shall, to the extent it has funds available, pay when due all of its own operating expenses, debts and obligations, including, without limitation, liabilities in respect of salaries of its employees and fair and reasonable allocations of overhead for any shared office space, shared services and services performed by employees of others, solely with its own funds, and Borrower shall not permit any Affiliate are separate legal entities and maintain recordsto use any of its funds to pay any of its operating expenses, books debts, obligations or liabilities of account and accounts separate and apart from Borrower. (h) Borrower shall not make any loan or advance to any other Person; Borrower shall not receive or receive the benefit of any loan or advance from any other Person except as contemplated by the Loan Documents. (vii) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) Borrower shall not commingle pledge its assets to or funds with those for the benefit of any other Person; and (ix) not assumeAffiliate or, guarantee or pay except as expressly contemplated by the debts or obligations of Loan Documents, any other Person. (j) Borrower shall not hold itself out as responsible for the debts of any Affiliate. (k) Borrower shall maintain sufficient personnel in view of its contemplated business operations and will compensate such personnel from its own funds, to the extent funds are available, for services rendered to Borrower. (l) In addition, for so long as any Indebtedness is outstanding, Borrower shall not consolidate with or merge with or into any other Person, nor sell all or substantially all of its assets (other than in connection with the repayment of the Indebtedness), nor institute proceedings to have itself adjudicated bankrupt or insolvent, nor consent to the institution of bankruptcy or insolvency proceedings with respect to itself, nor file a petition seeking nor consent to any reorganization or other debtor relief with respect to itself under any applicable federal or state law relating to bankruptcy or insolvency, nor consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official for itself or a substantial part of its property, nor make an assignment for the benefit of its creditors, nor admit in writing its inability generally to pay its debts as they become due, nor take any action in furtherance of any of the foregoing, nor, to the fullest extent its refraining from doing so is permitted by law, dissolve or liquidate itself or suffer any such dissolution or liquidation, except in each such case with the unanimous written consent of the Board (including all Independent Managers). (m) Without in any way limiting the provisions of Section 5.1.4 above, the treatment of the Borrower for tax purposes only as an entity whose separate existence from its sole member is disregarded shall not in and of itself violate this Section 5.1.4.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for anything other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine any of Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine of Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine (a) Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for anything other than business uses of Mezzanine Borrower or any SPE Entity, as applicableBorrower, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their its Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their respective its Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity Equity Owner has been since the date of its formation and shall at all times remain a Single Single-Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity Equity Owner shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Equity Owner will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE EntityEquity Owner, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity Equity Owner shares the same officers or other employees as Mezzanine any of Borrower, any SPE Entity Equity Owner or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity Equity Owner jointly contracts with any other Mezzanine of Borrower, any SPE Entity Equity Owner or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity Equity Owner contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Borrower or each SPE Entity and/or Equity Owner and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such any SPE EntityEquity Owner, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Equity Owner or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity Equity Owner shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity Equity Owner shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity, and each SPE Entity shall at all times have at least two Independent Directors, Independent Managers or Independent Members, as applicable. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses (including distributions to the Guarantor and General Partner) of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine any of Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine of Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall each: (i) maintain its books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate to the extent that it is required to file tax returns under applicable law, shall file its own tax returns, except to the extent that it is required by law to file consolidated federal or unitary state tax returns (unless part or any analogous combined state tax returns); (vi) will maintain its books, records, financial statements, bank accounts, accounting records and other entity documents separate from any other Person and not have its assets listed on the financial statements of any other Person except as required by GAAP; provided, however, that its assets may be included in a consolidated groupfinancial statement of any of its Affiliates so long (A) and as an appropriate notation shall be made on such consolidated financial statements indicating that such Person’s separate assets and credit are not available to satisfy the debts and other obligations of such Affiliate and that its liabilities do not constitute obligations of the consolidated entity and (unless part of a consolidated group), or if part of a consolidated group, it will B) such Person shall be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vivii) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (viiviii) conduct business in its name and use separate stationery, invoices and checks; (viiiix) not commingle its assets or funds with those of any other PersonPerson other than as contemplated by the Loan Document; and (ixx) not assume, guarantee or pay the debts or obligations of any Person other Personthan as other than as contemplated by the Loan Documents or the Owner’s Agreement. (h) All of the assumptions made in any subsequent non-consolidation opinion delivered in connection with the Loan Documents (an “Additional Non-Consolidation Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Borrower and each SPE Entity will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion. Each entity other than Borrower with respect to which an assumption shall be made in any Additional Non-Consolidation Opinion will have complied and will comply in all material respects with all of the assumptions made with respect to it in any Additional Non-Consolidation Opinion.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each Other than as contemplated by this Agreement, each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None Other than as contemplated by this Agreement, none of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine any of Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine of Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall each: each (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicableBorrower, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity of Borrower or their its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity of Borrower or either of their its Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their its respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Borrower or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ ' consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’sarm's-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation is and shall remain a Single Purpose Entity. (a) Each of Mezzanine . Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the The funds of Mezzanine Borrower or any SPE Entity will not be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicableBorrower, nor (ii) will such funds be commingled with the funds of any other Affiliate. (b) ; To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity of its managing members or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (c) ; To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity of its managing members or either of their Affiliates, as applicable, Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their respective its Affiliates shall be conducted only on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicable) as would be conducted with third parties. (d) an arm's length basis. To the extent that Mezzanine Borrower, any SPE Entity or Borrower and any of their its constituent managing members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Mezzanine . Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ ' consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitationbut not limited to, payroll and intercompany transaction accounts. (f) . In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (ia) maintain books and records separate from those of any other Person; (iib) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iiic) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (ivd) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (ve) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vif) transact all business with its Affiliates on an arm’sarm's-length basis and pursuant to enforceable agreements; (viig) conduct business in its name and use separate stationery, invoices and checks; (viiih) not commingle its assets or funds with those of any other Personperson; and (ixi) not assume, guarantee or pay the debts or obligations of any other Personperson.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has Member have been since the date of its their formation and shall remain a Single Purpose EntityEntities. (ab) Each of Mezzanine Borrower and each SPE Entity Member shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Member will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE EntityMember, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate; provided, however, so long as no Event of Default has occurred and is continuing, this clause shall not prohibit any distributions to or for the benefit of any of Borrower's partners or members or its or their Affiliates. (bc) To the extent that Mezzanine Borrower or any SPE Entity Member shares the same officers or other employees as Mezzanine any of Borrower, any SPE Entity Member or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity Member jointly contracts with any other Mezzanine of Borrower, any SPE Entity Member or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (Borrower or among) Mezzanine Borrower, any SPE Entity and/or Member and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE EntityMember, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Member or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity Member shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ ' consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity Member shall each: (ia) maintain books and records separate from those of any other Person; (iib) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iiic) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (ivd) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (ve) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vif) transact all business with its Affiliates on an arm’sarm's-length basis and pursuant to enforceable agreements; (viig) conduct business in its name and use separate stationery, invoices and checks; (viiih) not commingle its assets or funds with those of any other Person; and (ixi) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity Mortgage Borrower have been since the date of their formation, and shall remain Single Purpose Entities. (b) Each of Mezzanine Borrower and Mortgage Borrower shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Mortgage Borrower will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE EntityMortgage Borrower, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate; provided, however, so long as no Event of Default has occurred and is continuing, this clause shall not prohibit any distributions to or for the benefit of any of Mezzanine Borrower's partners or members or its or their Affiliates. (bc) To the extent that Mezzanine Borrower or any SPE Entity Mortgage Borrower shares the same officers or other employees as any of Mezzanine Borrower, any SPE Entity Borrower or their Mortgage Borrower or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity Mortgage Borrower jointly contracts with any other of Mezzanine Borrower, Borrower or Mortgage Borrower or any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that either Mezzanine Borrower or any SPE Entity Mortgage Borrower contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower or Mortgage Borrower and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE EntityMortgage Borrower, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Borrower or Mortgage Borrower or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity or Mortgage Borrower shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ ' consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity or Mortgage Borrower shall each: : (ia) maintain books and records separate from those of any other Person; (iib) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iiic) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (ivd) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (ve) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vif) transact all business with its Affiliates on an arm’sarm's-length basis and pursuant to enforceable agreements; (viig) conduct business in its name and use separate stationery, invoices and checks; (viiih) not commingle its assets or funds with those of any other Person; and (ixi) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower, Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower, Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower, Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower will be diverted to any other Person or for anything other than business uses of Mezzanine Borrower, Senior Mezzanine Borrower or any SPE EntityMortgage Borrower, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower shares the same officers or other employees as any of Mezzanine Borrower, any SPE Entity Senior Mezzanine Borrower, Mortgage Borrower or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower jointly contracts with any other of Mezzanine Borrower, Senior Mezzanine Borrower or Mortgage Borrower or any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that any of Mezzanine Borrower, Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Senior Mezzanine Borrower or Mortgage Borrower and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, Senior Mezzanine Borrower or such SPE EntityMortgage Borrower, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Senior Mezzanine Borrower or Mortgage Borrower or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Each of Mezzanine Borrower, Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, each of Mezzanine Borrower, Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower, Mortgage Borrower and each other SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower, Mortgage Borrower and each other SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower, Mortgage Borrower or any other SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower, Mortgage Borrower or any other SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, Mortgage Borrower or any other SPE Entity shares the same officers or other employees as any of Mezzanine Borrower, Mortgage Borrower, any other SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, Mortgage Borrower or any other SPE Entity jointly contracts with any other of Mezzanine Borrower, Mortgage Borrower, any other SPE Entity or either any of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that any of Mezzanine Borrower, Mortgage Borrower or any other SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) among Mezzanine Borrower, Mortgage Borrower, any other SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, Mortgage Borrower or such any other SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, Mortgage Borrower, any other SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower, Mortgage Borrower and each other SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, documents and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited towithout limitation, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, taken and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower, Mortgage Borrower and each other SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or or, if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine (a) Borrower and each SPE Entity has been since the date of its formation General Partner are and shall each remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their respective its Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Borrower or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’sarm's-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. Each of Mezzanine (A) Borrower and each SPE Entity has been since the date of its formation Operating Lessee are and shall each remain a Single Purpose Entity. (aB) Each of Mezzanine Borrower and each SPE Entity Operating Lessee shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity and Operating Lessee will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bC) To the extent that Mezzanine Borrower or any SPE Entity Operating Lessee shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cD) To the extent that any Mezzanine Borrower or any SPE Entity Operating Lessee jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity Operating Lessee contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower or Operating Lessee and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (dE) To the extent that Mezzanine Borrower, any SPE Entity Operating Lessee or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (eF) Mezzanine Each of Borrower and each SPE Entity Operating Lessee shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fG) In addition, Mezzanine Borrower and each SPE Entity shall eachOperating Lessee shall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) except to the extent such entity is treated as a “disregarded entity” for tax purposes and not required to file tax returns under applicable law, prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, and each SPE Entity Affiliate Tenant has been since the date of its respective formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, and each SPE Entity Affiliate Tenant shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Borrower, will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, Mortgage Borrower, Borrower or any SPE Entity Parents, Borrower Subsidiary, and Affiliate Tenant shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or of their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, Mortgage Borrower, Borrower or any SPE Entity Parents, Borrower Subsidiary, and Affiliate Tenant jointly contracts with any other of Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, and Affiliate Tenant or any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, or any SPE Entity Affiliate Tenant contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Mortgage Borrower, Borrower Parents, Borrower Subsidiary, Affiliate Tenant and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, Mortgage Borrower, Borrower Parents, Borrower Subsidiary, or such SPE EntityAffiliate Tenant, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Mortgage Borrower, Borrower Parents, Borrower Subsidiary, Affiliate Tenant or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (f) In addition, Mezzanine Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (A) Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation is and shall remain a Single Purpose Entity. (aB) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine any Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bC) To the extent that Mezzanine any Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or their of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cD) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine any Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicableBorrower) as would be conducted with third parties. (dE) To the extent that Mezzanine Borrower, any SPE Entity Borrower or any of their its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (eF) Mezzanine Each Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fG) In addition, Mezzanine each Borrower and each SPE Entity shall eachshall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) except to the extent such entity is treated as a “disregarded entity” for tax purposes and not required to file tax returns under applicable law or to the extent that it is required by Legal Requirements to file consolidated federal or unitary state tax returns (or any analogous combined state tax returns), prepare separate tax returns (unless part of and financial statements, provided that each Borrower may be included in a consolidated group) and financial statement of its Affiliates provided that appropriate notation shall be made on such consolidated financial statements (unless part to indicate the separateness of a consolidated group), or if part of a consolidated group, it will be shown as a separate member each Borrower and such Affiliates and to indicate that such Borrower’s assets and credit are not available to satisfy the debts and other obligations of such group Affiliates or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) except as permitted by the Loan Documents, transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreementsbasis; (vii) conduct business in its name and and, to the extent reasonably necessary for the operation of its business, use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person, other than as permitted by the Loan Documents; and (ix) not assume, guarantee or pay the debts or obligations of any other Person, other than as permitted by the Loan Documents.

Single-Purpose Entity. (a) Each of Mezzanine Borrower Borrower, General Partner, Mortgage Borrower, and each SPE Entity has been since the date of its respective formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Borrower, will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, Mortgage Borrower or any SPE Entity shares the same officers or other employees as Mezzanine Borrower, any SPE Entity or of their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, Mortgage Borrower or any SPE Entity jointly contracts with any other of Mezzanine Borrower, Mortgage Borrower, any SPE Entity or either any of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower, Mortgage Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Mortgage Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, Mortgage Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, Mortgage Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ ' consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower, Mortgage Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-arm's- length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower Credit Party and each SPE Entity HoldCo has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower Credit Party and each SPE Entity HoldCo shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, Affiliate with commercial banking institutions. None of the funds of Mezzanine Borrower any of the Credit Parties or any SPE Entity HoldCo will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entitysuch Person, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares of the Credit Parties share the same officers or other employees as Mezzanine Borrower, any SPE Entity of the other Credit Parties or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity of the Credit Parties jointly contracts with any other Mezzanine Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine Borrower or any SPE Entity of Credit Parties contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or of the Credit Parties and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE Entity, as applicablePerson) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity of the Credit Parties or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower Each of the Credit Parties and each SPE Entity HoldCo shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower each of the Credit Parties and each SPE Entity shall eachHoldCo shall: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person. (h) Notwithstanding the foregoing terms of this Section 8.1.4 or anything else in the Credit Documents that can be construed to the contrary, but provided that the same (i) shall not affect the status of any of the Credit Parties as a separate legal entity, (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) would affect the validity or enforceability of this Agreement or the other Credit Documents in any material respect or any other material rights or remedies of Lender or the Administrative Agent hereunder or thereunder, none of the Credit Parties shall be required to comply with the provisions of this Section 8.1.4, or the requirements contained in the definition of “Single Purpose Entity” or similar requirements insofar as such provisions or requirements would require any one or more of the Credit Parties to be a Single Purpose Entity vis-à-vis any other Credit Party or, without limiting the foregoing, require any one or more of the Credit Parties to maintain itself, its assets and liabilities, and/or its books and records as separate from any other Credit Party or to act on an arm’s-length basis with any other Credit Party, or to refrain from taking any other action with respect to any other Credit Party that would otherwise be constrained by the above terms of this Section 8.1.4, Section 8.2.6, Section 8.2.7 or any similar provision of the Credit Agreement.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity Mortgage Borrower has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity Mortgage Borrower shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity Mortgage Borrower will be diverted to any other Person or for anything other than business uses of Mezzanine Borrower or any SPE EntityMortgage Borrower, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity Mortgage Borrower shares the same officers or other employees as any of Mezzanine Borrower, any SPE Entity Mortgage Borrower or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity Mortgage Borrower jointly contracts with any other of Mezzanine Borrower, any SPE Entity Mortgage Borrower or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that either Mezzanine Borrower or any SPE Entity Mortgage Borrower contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or Borrower or Mortgage Borrower and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such SPE EntityMortgage Borrower, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity Mortgage Borrower or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Each of Mezzanine Borrower and each SPE Entity Mortgage Borrower shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, each of Mezzanine Borrower and each SPE Entity Mortgage Borrower shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower, each Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower, each Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower will be diverted to any other Person or for anything other than business uses of Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE EntityMortgage Borrower, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower shares the same officers or other employees as any of Mezzanine Borrower, any SPE Entity each Senior Mezzanine Borrower, Mortgage Borrower or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower jointly contracts with any other of Mezzanine Borrower, each Senior Mezzanine Borrower or Mortgage Borrower or any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that any of Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or each Senior Mezzanine Borrower or Mortgage Borrower and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, each Senior Mezzanine Borrower or such SPE Entity, Mortgage Borrower as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity each Senior Mezzanine Borrower or Mortgage Borrower or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Each of Mezzanine Borrower, each Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, each of Mezzanine Borrower, each Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has been since are, and from and after the date of its formation and hereof shall remain a remain, Single Purpose EntityEntities. (ab) Each of Mezzanine Other than distributions from Borrower and each SPE Entity shall continue to maintain Guarantor from Excess Cash Flow to Guarantor or from Guarantor to its own deposit account or accountsmembers, separate from those of any Affiliate, with commercial banking institutions. None none of the funds or assets of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds or assets be commingled with the funds or assets of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine any of Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine of Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (Borrower or among) Mezzanine Borrower, any each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ ' consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall each: : (ia) maintain books and records separate from those of any other Person; (iib) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iiic) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (ivd) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (ve) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vif) transact all business with its Affiliates on an arm’sarm's-length basis and pursuant to enforceable agreements; (viig) conduct business in its name and use separate stationery, invoices and checks; (viiih) not commingle its assets or funds with those of any other Person; and (ixi) not assume, guarantee or pay the debts or obligations of any other Person, except that Guarantor and/or Guarantor shall enter into the Recourse Guaranty and Environmental Indemnity.

Single-Purpose Entity. (a) Each of Mezzanine Borrower, each Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower, each Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower will be diverted to any other Person or for anything other than business uses of Mezzanine Borrower, Senior Mezzanine Borrower or any SPE EntityMortgage Borrower, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower shares the same officers or other employees as any of Mezzanine Borrower, any SPE Entity each Senior Mezzanine Borrower, Mortgage Borrower or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower jointly contracts with any other of Mezzanine Borrower, each Senior Mezzanine Borrower or Mortgage Borrower or any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that any of Mezzanine Borrower, each Senior Mezzanine Borrower or any SPE Entity Mortgage Borrower contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any SPE Entity and/or each Senior Mezzanine Borrower or Mortgage Borrower and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower, each Senior Mezzanine Borrower or such SPE Entity, Mortgage Borrower as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity each Senior Mezzanine Borrower or Mortgage Borrower or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Each of Mezzanine Borrower, each Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, each of Mezzanine Borrower, Senior Mezzanine Borrower and each SPE Entity Mortgage Borrower shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group), or if part of a consolidated group, group it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Person; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.

Single-Purpose Entity. (a) Each of Mezzanine Borrower and each SPE Entity has been since the date of its formation and shall remain a Single Purpose Entity. (ab) Each of Mezzanine Borrower and each SPE Entity shall continue to maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. None of the funds of Mezzanine Borrower or any SPE Entity will be diverted to any other Person or for other than business uses of Mezzanine Borrower or any SPE Entity, as applicable, nor (ii) will such funds be commingled with the funds of any other Affiliate. (bc) To the extent that Mezzanine Borrower or any SPE Entity shares the same officers or other employees as Mezzanine any of Borrower, any SPE Entity or their Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (cd) To the extent that any Mezzanine Borrower or any SPE Entity jointly contracts with any other Mezzanine of Borrower, any SPE Entity or either of their Affiliates, as applicable, to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that Mezzanine either Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between (or among) Mezzanine Borrower, any Borrower or each SPE Entity and/or and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Mezzanine Borrower or such any SPE Entity, as applicable) as would be conducted with third parties. (de) To the extent that Mezzanine Borrower, any SPE Entity or any of their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (ef) Mezzanine Borrower and each SPE Entity shall conduct its affairs strictly in accordance with its organizational documents, and observe all necessary, appropriate and customary corporate, limited liability company or partnership formalities, as applicable, including, but not limited to, obtaining any and all members’ consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, without limitation, payroll and intercompany transaction accounts. (fg) In addition, Mezzanine Borrower and each SPE Entity shall each: (i) maintain books and records separate from those of any other Person; (ii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (iii) hold regular meetings of its board of directors, shareholders, partners or members, as the case may be, and observe all other corporate, partnership or limited liability company, as the case may be, formalities; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) prepare separate tax returns (unless part of a consolidated group) and financial statements (unless part of a consolidated group)statements, or if part of a consolidated group, then it will be shown as a separate member of such group or such consolidated tax returns or financial statements will contain a note indicating that it and its Affiliate are separate legal entities and maintain records, books of account and accounts separate and apart from any other Persongroup; (vi) transact all business with its Affiliates on an arm’s-length basis and pursuant to enforceable agreements; (vii) conduct business in its name and use separate stationery, invoices and checks; (viii) not commingle its assets or funds with those of any other Person; and (ix) not assume, guarantee or pay the debts or obligations of any other Person.