Common use of Special Purpose Entity/Separateness Clause in Contracts

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from From the Original Closing Date Date, until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Debt has been a Special Purpose Entity (as such term was defined paid in the Original Loan Agreement)full, and (ii) Borrower hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower isbeen, shall be and shall continue to be a Special Purpose Entity. Each Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be, and shall continue to be a Special Purpose Entity. From the Original Closing Date to, and including, the date hereof, Borrower hereby represents and warrants that each of Original Tahoe Borrower and Original Showboat Borrower was has each been a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing DateEntity. (b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager Party and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager Parties and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager Party and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager Parties and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the facts stated and the assumptions made in the Insolvency Opinion, including, but not limited to, including any exhibits attached thereto, are true and correct in all respects and any all facts stated and all assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, including any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and Mezzanine Borrower shall and Guarantor have complied and Borrower will cause each SPE Party, Manager Mezzanine Borrower and Operating Company Guarantor to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Mezzanine Borrower and Operating Company Guarantor in the Insolvency Opinion. The SPE Parties Borrower will have complied and will comply with with, and Mezzanine Borrower and Guarantor will have complied and Borrower shall cause Mezzanine Borrower and Guarantor to comply with, all of the assumptions made with respect to the SPE Parties Borrower, Mezzanine Borrower and Guarantor in any Additional Insolvency Opinion. Each entity other than Borrower, Mezzanine Borrower and Guarantor with respect to which an assumption shall be made in the Insolvency Opinion or in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in the Insolvency Opinion or any such Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt (i) Borrower has been since its formation, is paid in full each Borrower now, and each SPE Party shall continue to be a Special Purpose Entity and (other than Paris Individual Borrower and Xxxxxxxx Individual Borrowerii) isPrincipal (if applicable) has been since its formation, shall be is now, and shall continue to be a Special Purpose Entity. . (b) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of Borrower. (c) Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until existence of Borrower has not been and will not become dependent on any Affiliate being one of its owners, and the Debt is paid in full each business of Paris Individual Borrower now and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Datefuture could be maintained even if any Affiliate were not one of its owners. (bd) Borrower hereby represents, warrants and covenants that, to the extent that certain of the officers, directors, managers or employees of Borrower may also be officers, directors, managers or employees of an Affiliate (“Common Representatives”), each of Borrower and such Affiliate has had and will continue to have one or more officers, directors, managers or employees which do not also serve in such roles for the other. Borrower will ensure that unaffiliated parties dealing with Common Representatives are able to distinguish the particular entities that each such person is representing at any particular time. To the extent that a Common Representative has a fiduciary duty to Borrower and also has a fiduciary duty to any Affiliate, such person will act in the interests of each entity to which such person has a fiduciary duty and will not act contrary to the interests of Borrower at the direction, or for the benefit, of any Affiliate, or act contrary to the interests of any Affiliate at the direction, or for the benefit, of Borrower. (e) Borrower (i) is and has always been since its formation duly formed, validly existing and in good standing in the state of its incorporation or formation and in all other jurisdictions where it is qualified to do business; (ii) has not had and does not have any judgments or liens of any nature against it (except for Liens for Taxes not yet due); (iii) has been and is in compliance in all material respects with all applicable Legal Requirements; (iv) is not the subject of, or currently involved in any capacity in, any pending or threatened litigation; (v) is not, and has not been, involved in any dispute with any taxing authority; (vi) has never owned any property other than the Property and has never engaged in any business except the ownership and operation of the Property; (vii) is not now and has not ever been a party to any lawsuit, arbitration, summons or legal proceeding; and (viii) has no material contingent or actual obligations not related to the Property. (f) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from Until the Original Closing Date until the date hereofDebt has been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt (i) such Borrower is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2ii) represents, warrants and covenants that from the date hereof until the Debt corresponding Mortgage Borrower is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the facts stated and the assumptions made in the Insolvency Opinion, including, but not limited to, including any exhibits attached thereto, are true and correct in all respects and any all facts stated and all assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, including any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Each Borrower has complied and will comply with, and the related Mortgage Borrower shall and Principal have complied and such Borrower will cause each SPE Party, Manager the related Mortgage Borrower and Operating Company Principal to comply with, all of the assumptions made with respect to the SPE Partiessuch Borrower, Manager Mortgage Borrower and Operating Company Principal in the Insolvency Opinion. The SPE Parties Each Borrower will have complied and will comply with with, and the related Mortgage Borrower and Principal will have complied with, all of the assumptions made with respect to the SPE Parties such Borrower, Mortgage Borrower and Principal in any Additional Insolvency Opinion. Each entity other than a Borrower, Mortgage Borrower or Principal with respect to which an assumption shall be made in the Insolvency Opinion or in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in the Insolvency Opinion or any such Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each of Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Principal is, shall be and shall continue to be a Special Purpose Entity. Entity and (ii) each Mortgage Borrower hereby and each Principal (1as defined in the Mortgage Loan Agreement) represents of each Mortgage Borrower is, and warrants that, from the Swap Closing Date until the date hereof, Borrower shall cause each of Paris Individual Borrower them to be, and Xxxxxxxx Individual Borrower has been shall cause each of them to continue to be, a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the facts stated and all of the assumptions made in the Insolvency OpinionOpinion with respect to Borrower, each of the Mortgage Borrowers, the Principal, Guarantor and their Affiliates, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any all facts stated and all assumptions made with respect to Borrower, each of the Mortgage Borrowers, the Principal, Guarantor and their Affiliates in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all material respects. Borrower has complied and will comply with, and each Mortgage Borrower shall and Principal has complied and Borrower will cause each SPE Party, Manager Mortgage Borrower and Operating Company Principal to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager such Mortgage Borrower and Operating Company such Principal, as applicable, in the Insolvency Opinion, in all material respects. The SPE Parties Borrower will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower, such Mortgage Borrower and such Principal in any Additional Insolvency OpinionOpinion in all material respects. Each entity entity, other than Borrower, each of the Mortgage Borrowers, Principal and Lender, with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency OpinionOpinion in all material respects. (d) All Borrower covenants and agrees that it shall provide Lender with not less than thirty (30) days’ prior written notice prior to the removal of the assumptions made in the True Lease Opinion, including, but not limited toan Independent Director or Independent Manager of Borrower, any exhibits attached theretoMortgage Borrower and/or Principal, are true and correct and any assumptions made in any subsequent true lease opinion provided that such removal shall only be effective, so long as Lender shall have the right to confirm that at the time of such removal, Borrower (or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and Mortgage Borrower) shall be true and correct. Each SPE Party has complied and will comply withreplacing the same with an Independent Director or Independent Manager, and as the case may be, of Borrower (or Mortgage Borrower) and/or Principal who shall cause Manager and Operating Company to comply with, meet all of the assumptions made applicable requirements set forth in this Agreement with respect to any such SPE Parties and Operating Company in replacement Independent Director or Independent Manager, as the True Lease Opinion. Each SPE Party will have complied and will comply with all case may be, of the assumptions made with respect to such SPE Parties in Borrower, any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionMortgage Borrower and/or Principal.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from Until the Original Closing Date until the date hereofDebt has been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower Borrower, and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the facts stated and all of the assumptions made in the Insolvency OpinionOpinion with respect to Borrowers, the Principal of each of the Borrowers, Guarantor and their Affiliates, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any all facts stated and all assumptions made with respect to Borrower, the Principal of each of the Borrower, Guarantor and their Affiliates in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all material respects. Each Borrower has complied and will comply with, and each Principal has complied and each Borrower shall will cause each SPE Party, Manager and Operating Company Principal to comply with, all of the assumptions made with respect to the SPE Partiessuch Borrower and such Principal, Manager and Operating Company as applicable, in the Insolvency Opinion, in all material respects. The SPE Parties Each Borrower will have complied and will comply with all of the assumptions made with respect to the SPE Parties such Borrower in any Additional Insolvency OpinionOpinion in all material respects. Each entity entity, other than each of the Borrowers and each Principal of each of the Borrower and Lender, with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency OpinionOpinion in all material respects. (d) All Each Borrower covenants and agrees that such Borrower shall provide Lender with not less than thirty (30) days’ prior written notice prior to the removal of an Independent Director or Independent Manager of any Borrower and/or any Principal, provided that such removal shall only be effective, so long as Lender shall have the assumptions made in right to confirm that at the True Lease Opiniontime of such removal, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and Borrower shall be true and correct. Each SPE Party has complied and will comply withreplacing the same with an Independent Director or Independent Manager, and as the case may be, of any Borrower and/or any Principal who shall cause Manager and Operating Company to comply with, meet all of the assumptions made applicable requirements set forth in this Agreement with respect to any such SPE Parties and Operating Company in replacement Independent Director or Independent Manager, as the True Lease Opinion. Each SPE Party will have complied and will comply with all case may be, of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in Borrower and/or any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionPrincipal.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents Until the Debt has been paid in full and warrants thatthe obligations under the Mortgage Loan Documents, from the Original Closing Date until Loan Documents and the date hereofMezzanine Loan Documents have been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Entity and (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a “Special Purpose Entity Entity” (as such term was is defined in Section 1.1 of the Original Mortgage Loan Agreement) for Agreement as in effect on the period from the Original Closing Date to and including the Swap Closing Datedate hereof). (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30 (a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Each Borrower has complied and will comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion. (d) Each Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) each Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties each Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than any Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will Mortgage Borrowers have been and shall be true and correct. Each SPE Party has complied and will comply withcomplied, and each Borrower shall will cause Manager and Operating Company Mortgage Borrowers to comply withcomply, with all of the assumptions made with respect to such SPE Parties and Operating Company Mortgage Borrowers in the True Lease Opinion. Each SPE Party Insolvency Opinion and each Borrower will have complied and will cause Mortgage Borrowers to comply with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Insolvency Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby represents and warrants that (i) represents and warrants thatBorrower is a Special Purpose Entity (Borrower), from the Original Closing Date until the date hereof, (ii) each of Mortgage Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been Maryland Owner is a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement), and (iiiii) represents, warrants and covenants that from the date hereof until the Debt Principal is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby , (1iv) represents and warrants thatMaster Tenant is a Special Purpose Entity, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been (v) Operator is a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2vi) representsHCR IV Healthcare, warrants and covenants that from the date hereof until the Debt LLC is paid in full each compliance with all provisions of Paris Individual Borrower and Xxxxxxxx Individual Borrower isits organizational documents, shall be and shall continue including all provisions relating to be its status as a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Datespecial purpose bankruptcy remote entity. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30 (a) shall survive for so long as any amount remains due and payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, including any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion or update Additional Insolvency Opinion required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”)Documents, including, but not limited to, including any schedules and/or exhibits attached thereto, will have been and shall be true and correctcorrect in all material respects. Borrower has complied and will comply with, Principal has complied, Master Tenant has complied and Borrower shall will cause Master Tenant to comply with, Operator has complied and Borrower will cause Operator to comply with, each Senior Mezzanine Borrower has complied with, and Borrower will cause each SPE PartySenior Mezzanine Borrower to comply with, Manager and Operating Company Mortgage Borrower has complied with, and Borrower will cause Mortgage Borrower to comply with, all of the material assumptions made with respect to the SPE Parties, Manager and Operating Company such entity in the Insolvency Opinion. The SPE Parties Borrower, Principal, Senior Mezzanine Borrower, Mortgage Borrower, Maryland Owner, Master Tenant and Operator will have complied and will comply with all of the material assumptions made with respect to the SPE Parties such entity in any Additional Insolvency Opinion. Each entity other than Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Maryland Owner, Principal, Master Tenant and Operator with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the material assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease OpinionSolvency Certificate, including, but not limited to, including any schedules and/or exhibits attached thereto, are true and correct in all material respects. (e) Other than Carlyle Partners V MC, L.P., a Delaware limited partnership, no stockholder of Guarantor, and any assumptions made none of the equity holders in any subsequent true lease opinion or update required to be delivered in connection stockholder of Guarantor, together with the Loan Documents affiliates of such equity holders who are also equity holders of any stockholder of Guarantor, holds more than a forty-nine percent (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company 49%) direct or indirect interest in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionBorrower.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a Special Purpose Entity Entity, and (as such term was defined in the Original Loan Agreementiii) for the period from the Original Closing Date Principal is, shall be and shall continue to and including the Swap Closing Datebe a Special Purpose Entity. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and Mortgage Borrower shall and Principal have complied and Borrower will cause each SPE Party, Manager Mortgage Borrower and Operating Company Principal to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Mortgage Borrower and Operating Company Principal in the Insolvency Opinion. The SPE Parties Borrower will have complied and will comply with with, Mortgage Borrower and Principal will have complied with, and Borrower shall cause Mortgage Borrower and Principal to comply with, all of the assumptions made with respect to the SPE Parties Borrower, Mortgage Borrower and Principal in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower and Principal with respect to which an assumption shall be made in the Insolvency Opinion or in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in the Insolvency Opinion or any such Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each Borrower is, shall be and each SPE Party shall continue to be a Special Purpose Entity and (other than Paris Individual Borrower and Xxxxxxxx Individual Borrowerii) Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All Any and all of the stated facts and factual assumptions made in relating to the Insolvency Opinion, including, but not limited to, conduct of Borrower or Guarantor or any exhibits attached thereto, are true and correct and any assumptions Affiliate of either such party made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Principal will have complied and will comply with all of the such stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower, Principal and Lender with respect to which an a factual assumption shall be is made relating to its conduct or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the such assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and the factual assumptions relating to the conduct of Borrower or Guarantor or any Affiliate of either such party made therein. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true Borrower covenants and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and agrees that Borrower shall cause Manager and Operating Company provide Lender with not less than thirty (30) days’ prior written notice prior to comply with, all the removal of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all an Independent Director of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionBorrower and/or Principal.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30 (a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager Party and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager Parties and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each , (ii) each of Original Tahoe Borrower the Mortgage Borrower, Principal and Original Showboat Borrower was Maryland Owner is, shall be and shall continue to be a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement) for and (iii) Senior Mezzanine Borrower is, shall be and shall continue to be a Special Purpose Entity (as defined in the period from the Original Closing Date to and including the Swap Closing DateSenior Mezzanine Loan Agreement). (b) Borrower hereby represents and Borrower’s predecessors in interest, if any, to the extent applicable, from the date of formation of Borrower and Borrower’s predecessors in interest, if any, to the extent applicable, to the date of this Agreement as follows: (i) Borrower has not owned any asset or property other than the Collateral; (ii) Intentionally omitted. (iii) Borrower has not engaged in any business other than the ownership of the Collateral; (iv) Borrower has not entered into any contract or agreement with any of their respective Affiliates, constituents, or owners, or any guarantors of any of their respective obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party; (v) Borrower has not incurred any Indebtedness other then in connection with the Loan; (vi) Borrower has not made any loans to any Person or held evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity); (vii) Borrower has remained solvent and have paid their respective debts and liabilities from their own respective assets and generally as the same have became due; (viii) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party; (ix) Borrower has done or caused to be done all things necessary to observe all their respective organizational formalities and to preserve their respective existence or has promptly taken curative action with respect thereto; (i) Borrower has maintained all of its accounts (including bank accounts), books and records separate from those of any Person; (ii) Borrower has maintained separate financial statements and its assets have not been listed as assets on the financial statement of any other Person; provided, however, that any such consolidated financial statements have contained a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (iii) Borrower has filed its own separate tax returns, except to the extent that Borrower was treated as a “disregarded entity” for tax purposes and was not required to file tax returns under applicable law; and (iv) Borrower has maintained its books, records, resolutions and agreements as official records; (xi) Borrower has been, and at all times has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person, except for services rendered under a business management services agreement with an Affiliate that complies with the terms contained in subsection (iv) above, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower has conducted business in its own name; has not identified itself or any of its Affiliates as a division or part of the other; and has used separate stationery, invoices and checks bearing its own name and not the name of any Affiliate; (xii) Intentionally omitted; (xiii) Borrower has corrected any known misunderstanding regarding its status as a separate entity; (xiv) Borrower has maintained adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xv) Borrower has not, nor have any of its constituent parties, sought or effected the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of such Borrower; (xvi) Borrower has not commingled their respective funds or other assets with those of any Affiliate or constituent party or any other Person, and Borrower has held all of its assets in its own name; (xvii) Borrower has maintained its assets in such a manner that it would not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person; (xviii) Borrower has not guaranteed or become obligated for the debts of any other Person and have not held itself out to be responsible for or to have its credit available to satisfy the debts or obligations of any other Person; (xix) Borrower has not permitted any Affiliate or constituent party independent access to its bank accounts; (xx) Borrower has paid the salaries of its own employees (if any) from its funds and has maintained a sufficient number of employees (if any) in light of its contemplated business operations; (xxi) Borrower has compensated its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (xxii) Borrower has not acquired any obligations or securities of any of its Affiliates; (xxiii) Borrower has not acquired or held any equity interest or subsidiary interest in any entity other than its direct interest in Senior Mezzanine Borrower; (xxiv) Borrower has not pledged its assets for the benefit of any other Person other than with respect to loans secured by the Collateral; (xxv) Borrower has not incurred any indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents; (xxvi) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business; (xxvii) Borrower has no judgments or liens of any nature against it except for tax liens not yet due; (xxviii) Borrower is in compliance with all laws, regulations, and orders applicable to it and has received all permits necessary for it to operate; (xxix) Borrower is not involved in any dispute with any taxing authority; (xxx) Borrower has paid all taxes which it owes; (xxxi) Borrower is not now party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that has resulted in a judgment against it that has not been paid in full, which lawsuit, arbitration, summons or legal proceeding, if determined against Borrower might materially adversely affect the condition (financial or otherwise) or business of Borrower or the condition or ownership of any Collateral; (xxxii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition; (xxxiii) Borrower has not had any of its obligations guaranteed by an Affiliate, except for guaranties that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guaranties that are expressly contemplated by the Loan Documents; and (xxxiv) Borrower has no material contingent or actual obligations not related to its direct interest in the Collateral. (c) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document;. (cd) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower, with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any Additional such Insolvency Opinion. (de) All Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of Borrower. (f) Each amendment and each restatement of the assumptions made organizational documents of the Special Purpose Entities has been accomplished in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply accordance with, and Borrower shall cause Manager and Operating Company was permitted by, the relevant provisions of each such document prior to comply with, all of the assumptions made with respect its amendment or restatement from time to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opiniontime.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower of Borrower, Operating Lessee and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Operating Lessee Pledgor is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE PartyBorrower, Manager Operating Lessee and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Lessee Pledgor will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower, Operating Lessee and Operating Lessee Pledgor with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Borrower covenants and agrees that (i) Borrower, Operating Lessee and Operating Lessee Pledgor shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Xxxxxxxx, Operating Lessee or Operating Lessee Pledgor, and (ii) no Independent Director shall be removed other than for Cause. (e) The Organizational Documents for each Borrower, Operating Lessee and Operating Lessee Pledgor that is a Delaware limited liability company shall provide that except for duties to Borrower, Operating Lessee and Operating Lessee Pledgor, as applicable, as set forth in the Organizational Documents (including duties to the member of Borrower, Operating Lessee and Operating Lessee Pledgor, as applicable, and Xxxxxxxx’s, Operating Lessee’s and Operating Lessee Pledgor’s creditors, as applicable, solely to the extent of their respective economic interests in Borrower, Operating Lessee or Operating Lessee Pledgor but excluding (i) all other interests of the assumptions applicable member, (ii) the interests of other Affiliates of Borrower, Operating Lessee and Operating Lessee Pledgor, as applicable, and (iii) the interests of any group of Affiliates of which Borrower, Operating Lessee or Operating Lessee Pledgor, as applicable, is a part), the Independent Directors shall not have any fiduciary duties to the member of Borrower, Operating Lessee and Operating Lessee Pledgor, as applicable, any officer or any other Person bound by the Borrower’s, Operating Lessee’s or Operating Lessee Pledgor’s Organizational Documents, as applicable; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The Organizational Documents for Borrower, Operating Lessee and Operating Lessee Pledgor shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Limited Liability Company Act, an Independent Director shall not be liable to Borrower, Operating Lessee or Operating Lessee Pledgor, as applicable, the member of Borrower, Operating Lessee and Operating Lessee Pledgor, as applicable, or any other Person bound by the Borrower’s, Operating Lessee’s or Operating Lessee Pledgor’s Organizational Documents, as applicable, for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The Organizational Documents for Borrower, Operating Lessee and Operating Lessee Pledgor shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the applicable Organizational Documents. The Organizational Documents for Borrower, Operating Lessee and Operating Lessee Pledgor shall provide that notwithstanding any other provision of the applicable Organizational Documents to the contrary, each Independent Director, in its capacity as an Independent Director, may only act, vote or otherwise participate in those matters referred to in Section 9(j)(iii) of the Borrower’s, Operating Lessee’s or Operating Lessee Pledgor’s Organizational Documents, as applicable, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the board of directors of the Borrower, Operating Lessee or Operating Lessee Pledgor unless, pursuant to the provisions of Section 9(j)(iii), such action would be invalid in the absence of the affirmative vote or consent of such Independent Director. (f) Borrower hereby represents with respect to itself, Operating Lessee and Operating Lessee Pledgor that any amendment or restatement of any organizational document has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time. (g) Borrower hereby represents with respect to (x) itself, (y) Operating Lessee and (z) Operating Lessee Pledgor that, in each case, from the date of its formation to the date hereof: (i) its business has been limited solely to (1) in the case of Xxxxxxxx, (A) acquiring, developing, owning, holding, leasing, financing, operating and managing or leasing the Property, (B) entering into financings and refinancings of the Property and (C) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing (2) in the case of Operating Xxxxxx, leasing, managing and operating the Property pursuant to the Operating Lease and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, and (C) in the case of Operating Lessee Pledgor, acquiring, owning, managing and otherwise dealing with its limited liability company interest in Operating Lessee and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; (ii) it has not engaged in any business other than as set forth in (i) above; (iii) except for the Operating Lease, it has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party, except as may have been expressly permitted pursuant to the terms of any prior financings; (iv) it has not (a) made any loans or other extensions of credit to any Person or (b) acquired or held evidence of indebtedness issued by any other Person or entity, in either of the case of (a) or (b), other than (1) extensions of credit such as security deposits made in the True Lease Opinionordinary course of business relating to the ownership and operation of the Property made to an entity that is not an Affiliate of or subject to common ownership with such entity or (2) cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity; (v) it has paid its debts and liabilities from its assets as the same have become due or such debts and liabilities have been repaid or discharged as of the date hereof; (vi) it has done or caused to be done all things necessary to observe organizational formalities and preserve and keep in full force and effect its existence, includingrights (charter and statutory) and franchises; (vii) it has maintained all of its books, but records, financial statements and bank accounts separate from those of any other Person and its assets have not limited tobeen listed as assets on the financial statement of any other Person. Each of Borrower, Operating Lessee and Operating Lessee Pledgor has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law). Each of Borrower, Operating Lessee and Operating Lessee Pledgor has maintained its books, records, resolutions and agreements as official records; (viii) it has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing), has corrected any known misunderstanding regarding its status as a separate entity, has conducted its business in its own name, has not identified itself or any of its Affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks; (ix) it has not commingled its assets with those of any other Person and has held all of its assets in its own name; (x) it has not guaranteed or become obligated for the debts of any other Person and has not held itself out as being responsible for the debts or obligations of any other Person that are still outstanding, other than with respect to Operating Lessee, its express indemnity obligations, as the licensee of certain intellectual property from Soho House Limited and Cowshed Products Limited, in accordance with each of the License Agreements; (xi) it has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or any of constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing; (xii) it has not granted a security interest or lien in, to or upon, or pledged or otherwise encumbered any of its assets to secure the obligations for the benefit of any other Person and no such security interest, lien, pledge or other encumbrance remains outstanding; (xiii) it has maintained adequate capital in light of its contemplated business operations; (xiv) it has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds; (xv) it has not owned any subsidiary or any equity interest in any other Person other than, in the case of Operating Lessee Pledgor, the Operating Lessee; (xvi) it has not made loans to any other person that have not been released or discharged nor has it bought or held evidence of indebtedness issued by any other person or entity; (xvii) it has not incurred any Indebtedness that is still outstanding other than Indebtedness that is permitted under the Loan Documents; and (xviii) it has not had any of its obligations guaranteed by an Affiliate except for guarantees under prior financings that have been released or discharged or that will be released or discharged as of the closing of the Loan. (h) Borrower hereby represents with respect to each of (x) itself, (y) Operating Lessee and (z) Operating Lessee Pledgor that as of the date hereof: (i) it is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; (ii) it is and has since its formation been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business; (iii) other than Operating Lessee, none of the Tenants holding leasehold interests with respect to the Property is Affiliated with Borrower, Operating Lessee or Operating Lessee Pledgor; (iv) it has no judgments or liens of any nature against it except for tax liens not yet delinquent as set forth in the Title Insurance Policy and Permitted Encumbrances; (v) it is in compliance in all material respects with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all material permits necessary for it to operate; (vi) it is not involved in any dispute with any taxing authority; (vii) it has paid all taxes which it owes except as permitted pursuant to this Agreement; (viii) it has provided Lender with complete financial statements that reflect a fair and accurate view of its financial condition; and (ix) it has no material contingent or actual obligations not related to the Property. (i) Borrower hereby represents with respect to (x) itself, (y) Operating Lessee and (z) Operating Lessee Pledgor that, in each case, from the date of its formation to the date hereof, any exhibits attached theretoassignment of the limited liability company interests in the Borrower, are true Operating Lessee or Operating Lessee Pledgor, and correct and any assumptions made the admission of the transferee of such limited liability company interests as a member of the Borrower, Operating Lessee or Operating Lessee Pledgor, as applicable, were accomplished in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply accordance with, and Borrower shall cause Manager and Operating Company to comply withwere permitted by, all the relevant provisions of the assumptions made with respect to applicable organizational document in effect at such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opiniontime.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents Until the Debt has been paid in full and warrants thatthe obligations under the Mortgage Loan Documents, from the Original Closing Date until Loan Documents and the date hereofMezzanine Loan Documents have been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a “Special Purpose Entity Entity” (as such term was is defined in Section 1.1 of the Original Mortgage Loan AgreementAgreement as in effect on the date hereof), (iii) for each First Mezzanine Borrower is, shall be and shall continue to be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the period from First Mezzanine Loan Agreement as in effect on the Original Closing Date date hereof) and (iv) each Second Mezzanine Borrower is, shall be and shall continue to and including be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the Swap Closing DateSecond Mezzanine Loan Agreement as in effect on the date hereof). (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Each Borrower has complied and will comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion. (d) Each Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) each Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties each Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than any Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true Mortgage Borrowers and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will Mezzanine Borrowers have been and shall be true and correct. Each SPE Party has complied and will comply withcomplied, and each Borrower shall will cause Manager Mortgage Borrowers and Operating Company Mezzanine Borrowers, as applicable, to comply withcomply, with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and Operating Company Mezzanine Borrowers, as applicable, in the True Lease Opinion. Each SPE Party Insolvency Opinion and each Borrower will have complied cause Mortgage Borrowers, First Mezzanine Borrowers and will Second Mezzanine Borrowers, as applicable, to comply with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers, First Mezzanine Borrowers and Second Mezzanine Borrowers, as applicable, in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Insolvency Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each of Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby , (1ii) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Mezzanine A Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower Mezzanine A Principal is, shall be and shall continue to be a Special Purpose Entity. Each Entity (as defined in the Mezzanine A Loan Agreement) and (iii) each of Original Tahoe Mortgage Borrower and Original Showboat Borrower was Mortgage Principal is, shall be and shall continue to be a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement). Notwithstanding anything to the contrary contained herein, it is understood and agreed that in no event shall any direct or indirect member, partner or other interest-holder in (x) Borrower or Principal be required to make any additional capital contributions or loans or otherwise provide funds to Borrower or Principal for the period from the Original Closing Date any reason, including in order for it to and be a “Special Purpose Entity” hereunder, (y) Mezzanine A Borrower or Mezzanine A Principal be required to make any additional capital contributions or loans or otherwise provide funds to Mezzanine A Borrower or Mezzanine A Principal for any reason, including the Swap Closing Datein order for it to be a “Special Purpose Entity” hereunder, or (z) Mortgage Borrower or Mortgage Principal be required to make any additional capital contributions or loans or otherwise provide funds to Mortgage Borrower or Mortgage Principal for any reason, including in order for it to be a “Special Purpose Entity” hereunder. (ba) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender Administrative Agent, Collateral Agent or the Lenders under this Agreement or any other Loan Document. (cb) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity Affiliate of Borrower with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the such assumptions made and facts in each case with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (c) Borrower covenants and agrees that (i) Borrower shall provide Administrative Agent with five (5) days’ prior written notice prior to the removal of an Independent Director of any of Borrower and (ii) no Independent Director shall be removed other than for Cause. (d) All The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that except for duties to Borrower as set forth in the Organizational Documents (including duties to the member and Borrower’s creditors solely to the extent of their respective economic interests in Borrower, but excluding (i) all other interests of the assumptions made member, (ii) the interests of other Affiliates of Borrower, and (iii) the interests of any group of Affiliates of which Borrower is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable Borrower’s or Principal’s Organizational Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware limited liability company Act, an Independent Director shall not be liable to Borrower, the member or any other Person bound by the applicable Borrower’s or Principal’s Organizational Documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the True Lease Opinionapplicable Borrower’s or Principal’s Organizational Documents. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that notwithstanding any other provision of the applicable Borrower’s or Principal’s Organizational Documents to the contrary, includingeach Independent Director, but not limited toin its capacity as an Independent Director, any exhibits attached theretomay only act, are true and correct and any assumptions made vote or otherwise participate in any subsequent true lease opinion those matters referred to in Section 9(d)(iii) of the applicable Borrower’s or update Principal’s Organizational Documents or as otherwise specifically required to be delivered in connection with by the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply withapplicable Organizational Documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the board of directors of such Borrower shall cause Manager and Operating Company or Principal unless, pursuant to comply with, all the provisions of Section 9(d)(iii) of the assumptions made with respect to such SPE Parties and Operating Company applicable Borrower’s or Principal’s Organizational Documents or as otherwise specifically provided in the True Lease Opinion. Each SPE Party will have complied and will comply with all applicable Organizational Documents, such action would be invalid in the absence of the assumptions made with respect to affirmative vote or consent of such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionIndependent Director.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each of Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby Entity and (1ii) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Mortgage Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower Mortgage Principal is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement). Notwithstanding anything to the contrary contained herein, it is understood and agreed that in no event shall any direct or indirect member, partner or other interest-holder in (x) Borrower or Principal be required to make any additional capital contributions or loans or otherwise provide funds to Borrower or Principal for the period from the Original Closing Date any reason, including in order for it to and be a “Special Purpose Entity” hereunder or (y) Mortgage Borrower or Mortgage Principal be required to make any additional capital contributions or loans or otherwise provide funds to Mortgage Borrower or Mortgage Principal for any reason, including the Swap Closing Datein order for it to be a “Special Purpose Entity” hereunder. (ba) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender Administrative Agent, Collateral Agent or the Lenders under this Agreement or any other Loan Document. (cb) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity Affiliate of Borrower with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the such assumptions made and facts in each case with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (c) Borrower covenants and agrees that (i) Borrower shall provide Administrative Agent with five (5) days’ prior written notice prior to the removal of an Independent Director of any of Borrower and (ii) no Independent Director shall be removed other than for Cause. (d) All The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that except for duties to Borrower as set forth in the Organizational Documents (including duties to the member and Borrower’s creditors solely to the extent of their respective economic interests in Borrower, but excluding (i) all other interests of the assumptions made member, (ii) the interests of other Affiliates of Borrower, and (iii) the interests of any group of Affiliates of which Borrower is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable Borrower’s or Principal’s Organizational Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware limited liability company Act, an Independent Director shall not be liable to Borrower, the member or any other Person bound by the applicable Borrower’s or Principal’s Organizational Documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the True Lease Opinionapplicable Borrower’s or Principal’s Organizational Documents. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that notwithstanding any other provision of the applicable Borrower’s or Principal’s Organizational Documents to the contrary, includingeach Independent Director, but not limited toin its capacity as an Independent Director, any exhibits attached theretomay only act, are true and correct and any assumptions made vote or otherwise participate in any subsequent true lease opinion those matters referred to in Section 9(d)(iii) of the applicable Borrower’s or update Principal’s Organizational Documents or as otherwise specifically required to be delivered in connection with by the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply withapplicable Organizational Documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the board of directors of such Borrower shall cause Manager and Operating Company or Principal unless, pursuant to comply with, all the provisions of Section 9(d)(iii) of the assumptions made with respect to such SPE Parties and Operating Company applicable Borrower’s or Principal’s Organizational Documents or as otherwise specifically provided in the True Lease Opinion. Each SPE Party will have complied and will comply with all applicable Organizational Documents, such action would be invalid in the absence of the assumptions made with respect to affirmative vote or consent of such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionIndependent Director.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents Until the Debt has been paid in full and warrants thatthe obligations under the Mortgage Loan Documents, from the Original Closing Date until Loan Documents and the date hereofMezzanine Loan Documents have been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Entity and (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a “Special Purpose Entity Entity” (as such term was is defined in Section 1.1 of the Original Mortgage Loan Agreement) for Agreement as in effect on the period from the Original Closing Date to and including the Swap Closing Datedate hereof). (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Each Borrower has complied and will comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion. (d) Each Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) each Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties each Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than any Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will Mortgage Borrowers have been and shall be true and correct. Each SPE Party has complied and will comply withcomplied, and each Borrower shall will cause Manager and Operating Company Mortgage Borrowers to comply withcomply, with all of the assumptions made with respect to such SPE Parties and Operating Company Mortgage Borrowers in the True Lease Opinion. Each SPE Party Insolvency Opinion and each Borrower will have complied and will cause Mortgage Borrowers to comply with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Insolvency Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents Until the Debt has been paid in full and warrants thatthe obligations under the Mortgage Loan Documents, from the Original Closing Date until Loan Documents and the date hereofMezzanine Loan Documents have been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a “Special Purpose Entity Entity” (as such term was is defined in Section 1.1 of the Original Mortgage Loan AgreementAgreement as in effect on the date hereof), and (iii) for each First Mezzanine Borrower is, shall be and shall continue to be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the period from First Mezzanine Loan Agreement as in effect on the Original Closing Date to and including the Swap Closing Datedate hereof). (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30 (a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Each Borrower has complied and will comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion. (d) Each Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “"Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) each Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties each Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than any Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true Mortgage Borrowers and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will First Mezzanine Borrowers have been and shall be true and correct. Each SPE Party has complied and will comply withcomplied, and each Borrower shall will cause Manager Mortgage Borrowers and Operating Company First Mezzanine Borrowers, as applicable, to comply withcomply, with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and Operating Company First Mezzanine Borrowers, as applicable, in the True Lease Opinion. Each SPE Party Insolvency Opinion and each Borrower will have complied cause Mortgage Borrowers and will First Mezzanine Borrowers, as applicable, to comply with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and First Mezzanine Borrowers, as applicable, in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Insolvency Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each Entity and (ii) each of Original Tahoe Borrower the Mortgage Borrower, Principal and Original Showboat Borrower was Maryland Owner is, shall be and shall continue to be a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date). (b) The representationsBorrower hereby represents and Borrower’s predecessors in interest, warranties if any, to the extent applicable, from the date of formation of Borrower and covenants set forth Borrower’s predecessors in Section 4.1.30 shall survive for so long as any amount remains payable interest, if any, to any Lender under the extent applicable, to the date of this Agreement as follows: (i) Borrower has not owned any asset or any property other Loan Documentthan the Collateral; (ii) Intentionally omitted. (ciii) All Borrower has not engaged in any business other than the ownership of the assumptions made Collateral; (iv) Borrower has not entered into any contract or agreement with any of their respective Affiliates, constituents, or owners, or any guarantors of any of their respective obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in the Insolvency Opinion, including, but an arm’s-length transaction with an unrelated party; (v) Borrower has not limited to, incurred any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered Indebtedness other then in connection with the Loan Documents Loan; (vi) Borrower has not made any loans to any Person or held evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an “Additional Insolvency Opinion”entity that is not an Affiliate of or subject to common ownership with such entity); (vii) Borrower has remained solvent and have paid their respective debts and liabilities from their own respective assets and generally as the same have became due; (viii) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party; (ix) Borrower has done or caused to be done all things necessary to observe all their respective organizational formalities and to preserve their respective existence or has promptly taken curative action with respect thereto; (i) Borrower has maintained all of its accounts (including bank accounts), including, but not limited to, books and records separate from those of any exhibits attached thereto, will have been and shall be true and correct. Person; (ii) Borrower has complied maintained separate financial statements and its assets have not been listed as assets on the financial statement of any other Person; provided, however, that any such consolidated financial statements have contained a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (iii) Borrower has filed its own separate tax returns, except to the extent that Borrower was treated as a “disregarded entity” for tax purposes and was not required to file tax returns under applicable law; and (iv) Borrower has maintained its books, records, resolutions and agreements as official records; (xi) Borrower has been, and at all times has held itself out and identified itself and will comply withhold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person, except for services rendered under a business management services agreement with an Affiliate that complies with the terms contained in subsection (iv) above, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower has conducted business in its own name; has not identified itself or any of its Affiliates as a division or part of the other; and has used separate stationery, invoices and checks bearing its own name and not the name of any Affiliate; (xii) Intentionally omitted; (xiii) Borrower has corrected any known misunderstanding regarding its status as a separate entity; (xiv) Borrower has maintained adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xv) Borrower has not, nor have any of its constituent parties, sought or effected the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of such Borrower; (xvi) Borrower has not commingled their respective funds or other assets with those of any Affiliate or constituent party or any other Person, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, has held all of its assets in its own name; (xvii) Borrower has maintained its assets in such a manner that it would not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person; (xviii) Borrower has not guaranteed or become obligated for the assumptions made debts of any other Person and have not held itself out to be responsible for or to have its credit available to satisfy the debts or obligations of any other Person; (xix) Borrower has not permitted any Affiliate or constituent party independent access to its bank accounts; (xx) Borrower has paid the salaries of its own employees (if any) from its funds and has maintained a sufficient number of employees (if any) in light of its contemplated business operations; (xxi) Borrower has compensated its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (xxii) Borrower has not acquired any obligations or securities of any of its Affiliates; (xxiii) Borrower has not acquired or held any equity interest or subsidiary interest in any entity other than its direct and/or indirect interest in Mortgage Borrower, Principal and Maryland Owner and its indirect interest in Maryland Individual Borrower; (xxiv) Borrower has not pledged its assets for the benefit of any other Person other than with respect to loans secured by the SPE PartiesCollateral; (xxv) Borrower has not incurred any indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents; (xxvi) Borrower is and always has been duly formed, Manager validly existing, and Operating Company in good standing in the Insolvency Opinion. The SPE Parties will have complied state of its incorporation and will comply in all other jurisdictions where it is qualified to do business; (xxvii) Borrower has no judgments or liens of any nature against it except for tax liens not yet due; (xxviii) Borrower is in compliance with all laws, regulations, and orders applicable to it and has received all permits necessary for it to operate; (xxix) Borrower is not involved in any dispute with any taxing authority; (xxx) Borrower has paid all taxes which it owes; (xxxi) Borrower is not now party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that has resulted in a judgment against it that has not been paid in full, which lawsuit, arbitration, summons or legal proceeding, if determined against Borrower might materially adversely affect the condition (financial or otherwise) or business of Borrower or the condition or ownership of any Collateral; (xxxii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the assumptions made with respect to the SPE Parties in entity’s financial condition; (xxxiii) Borrower has not had any Additional Insolvency Opinion. Each entity with respect to which of its obligations guaranteed by an assumption shall Affiliate, except for guaranties that have been either released or discharged (or that will be made in any Additional Insolvency Opinion will have complied and will comply with all discharged as a result of the assumptions made with respect to it in any Additional Insolvency Opinion.closing of the Loan) or guaranties that are expressly contemplated by the Loan Documents; and (dxxxiv) All of the assumptions made Borrower has no material contingent or actual obligations not related to its direct interest in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionCollateral.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each of Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby , (1ii) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Mezzanine A Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower Mezzanine A Principal is, shall be and shall continue to be a Special Purpose Entity. Each Entity (as defined in the Mezzanine A Loan Agreement) and (iii) each of Original Tahoe Mortgage Borrower and Original Showboat Borrower was Mortgage Principal is, shall be and shall continue to be a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement). Notwithstanding anything to the contrary contained herein, it is understood and agreed that in no event shall any direct or indirect member, partner or other interest-holder in (x) Borrower or Principal be required to make any additional capital contributions or loans or otherwise provide funds to Borrower or Principal for the period from the Original Closing Date any reason, including in order for it to and be a “Special Purpose Entity” hereunder, (y) Mezzanine A Borrower or Mezzanine A Principal be required to make any additional capital contributions or loans or otherwise provide funds to Mezzanine A Borrower or Mezzanine A Principal for any reason, including the Swap Closing Datein order for it to be a “Special Purpose Entity” hereunder, or (z) Mortgage Borrower or Mortgage Principal be required to make any additional capital contributions or loans or otherwise provide funds to Mortgage Borrower or Mortgage Principal for any reason, including in order for it to be a “Special Purpose Entity” hereunder. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender Administrative Agent, Collateral Agent or the Lenders under this Agreement or any other Loan Document. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity Affiliate of Borrower with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the such assumptions made and facts in each case with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Borrower covenants and agrees that (i) Borrower shall provide Administrative Agent with five (5) days’ prior written notice prior to the removal of an Independent Director of any of Borrower and (ii) no Independent Director shall be removed other than for Cause. (e) The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that except for duties to Borrower as set forth in the Organizational Documents (including duties to the member and Borrower’s creditors solely to the extent of their respective economic interests in Borrower, but excluding (i) all other interests of the assumptions made member, (ii) the interests of other Affiliates of Borrower, and (iii) the interests of any group of Affiliates of which Borrower is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable Borrower’s or Principal’s Organizational Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware limited liability company Act, an Independent Director shall not be liable to Borrower, the member or any other Person bound by the applicable Borrower’s or Principal’s Organizational Documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the True Lease Opinionapplicable Borrower’s or Principal’s Organizational Documents. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that notwithstanding any other provision of the applicable Borrower’s or Principal’s Organizational Documents to the contrary, includingeach Independent Director, but not limited toin its capacity as an Independent Director, any exhibits attached theretomay only act, are true and correct and any assumptions made vote or otherwise participate in any subsequent true lease opinion those matters referred to in Section 9(d)(iii) of the applicable Borrower’s or update Principal’s Organizational Documents or as otherwise specifically required to be delivered in connection with by the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply withapplicable Organizational Documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the board of directors of such Borrower shall cause Manager and Operating Company or Principal unless, pursuant to comply with, all the provisions of Section 9(d)(iii) of the assumptions made with respect to such SPE Parties and Operating Company applicable Borrower’s or Principal’s Organizational Documents or as otherwise specifically provided in the True Lease Opinion. Each SPE Party will have complied and will comply with all applicable Organizational Documents, such action would be invalid in the absence of the assumptions made with respect to affirmative vote or consent of such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionIndependent Director.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from From the Original Closing Date Date, until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Debt has been a Special Purpose Entity (as such term was defined paid in the Original Loan Agreement)full, and (ii) Borrower hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower isbeen, shall be and shall continue to be a Special Purpose Entity. Each Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be, and shall continue to be a Special Purpose Entity. From the Original Closing Date to, and including, the date hereof, Borrower hereby represents and warrants that each of Original Tahoe Borrower and Original Showboat Borrower was has each been a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing DateEntity. (ba) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (cb) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager Party and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager Parties and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (dc) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Constituent Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Mortgage Borrower and Original Showboat Borrower was each Mortgage SPE Constituent Entity is a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing DateMortgage Loan). (b) The representations, representations and warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) Any amendment or amendment and restatement of any of Borrower’s Organizational Documents on or prior to the Closing Date has been accomplished in accordance with, and was permitted by, the relevant provisions of each such Organizational Document (as the same existed prior to such amendment or amendment and restatement). (d) All of the stated facts and assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all material respects. Borrower, Mortgage Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, Constituent Entity have each complied with all of the stated facts and assumptions made with respect to the Borrower, Mortgage Borrower and each SPE Parties, Manager and Operating Company Constituent Entity in the Insolvency Opinion. The Borrower, Mortgage Borrower and each SPE Parties will Constituent Entity have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties Borrower and Mortgage Borrower in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower and each SPE Constituent Entity with respect to which an assumption shall be is made or a fact stated in the Insolvency Opinion and any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion and any such Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Principal will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower and Principal with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Borrower covenants and agrees that Borrower shall provide Lender with fifteen (15) days’ prior written notice prior to the removal of an Independent Director of any Borrower and/or Principal. (e) Borrower (i) is and has always been duly formed, validly existing and in good standing in the state of its incorporation or formation and in all other jurisdictions where it is qualified to do business; (ii) has not had and does not have any judgments or liens of any nature against it (except for Liens for Taxes not yet due); (iii) has been and is in compliance with all Legal Requirements and has received and maintains all Licenses; (iv) is not the subject of, or currently involved in any capacity in, any pending or threatened litigation; (v) is not, and has not been, involved in any dispute with any taxing authority; (vi) has paid all Taxes and Other Charges; (vii) has never owned any property other the applicable Property; (viii) is not now and has not ever been a party to any lawsuit, arbitration, summons or legal proceeding; (ix) has not failed to provide Lender with complete financial statements that reflect a fair and accurate view of its financial condition; and (x) has no material contingent or actual obligations not related to the applicable Property. (i) Prior Lender is the current holder of the assumptions made Prior Loan, (ii) the Prior Loan has been indefeasibly satisfied in full on or before the True Lease Opiniondate hereof, including(iii) none of Borrower, but not limited toPrincipal, nor Guarantor have any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion remaining liabilities or update required to be delivered obligations in connection with the Prior Loan Documents (an “Additional True Lease Opinion”other than environmental and other limited and customary indemnity obligations), including(iv) Prior Lender has released all collateral and security for the Prior Loan as of the date hereof, but not limited to(v) the Swap, any exhibits attached theretoif any, will relating to the Prior Loan, has been terminated on or before the date hereof, (vi) all obligations of Borrower and Guarantor under such Swap, if any, have been and shall be true and correct. Each SPE Party has complied and will comply withsatisfied in full on or before the date hereof, (vii) none of Borrower, Principal, nor Guarantor have any remaining liabilities or obligations in connection with such Swap, if any, and Borrower shall cause Manager and Operating Company to comply with(viii) either no collateral or security was provided in connection with such Swap, if any, or all such collateral or security given in connection therewith has been released as of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opiniondate hereof.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents Until the Debt has been paid in full and warrants thatthe obligations under the Mortgage Loan Documents, from the Original Closing Date until Loan Documents and the date hereofMezzanine Loan Documents have been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a “Special Purpose Entity Entity” (as such term was is defined in Section 1.1 of the Original Mortgage Loan AgreementAgreement as in effect on the date hereof), and (iii) for each First Mezzanine Borrower is, shall be and shall continue to be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the period from First Mezzanine Loan Agreement as in effect on the Original Closing Date to and including the Swap Closing Datedate hereof). (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Each Borrower has complied and will comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion. (d) Each Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) each Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties each Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than any Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true Mortgage Borrowers and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will First Mezzanine Borrowers have been and shall be true and correct. Each SPE Party has complied and will comply withcomplied, and each Borrower shall will cause Manager Mortgage Borrowers and Operating Company First Mezzanine Borrowers, as applicable, to comply withcomply, with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and Operating Company First Mezzanine Borrowers, as applicable, in the True Lease Opinion. Each SPE Party Insolvency Opinion and each Borrower will have complied cause Mortgage Borrowers and will First Mezzanine Borrowers, as applicable, to comply with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and First Mezzanine Borrowers, as applicable, in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Insolvency Opinion.

Special Purpose Entity/Separateness. (a) Since Borrower’s formation and until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been, is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All Any and all of the stated facts and assumptions made in the any Insolvency OpinionOpinion with respect to each Restricted Party, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with on the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been date hereof and shall be true and correct. Borrower has complied and will comply withcorrect in all material respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied has and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding the compliance of Borrower and each Restricted Party with the facts and assumptions made therein. (d) All Borrower covenants and agrees that Borrower shall provide Lender with two (2) Business Days’ prior written notice prior to the removal of an Independent Director of Borrower. (e) In addition to the foregoing, Borrower represents, warrants and agrees that (being hereinafter referred to as the “Backward-Looking Special Purpose Entity Representations and Warranties”): (i) Borrower has always been (A) duly formed, validly existing and in good standing under the laws of the assumptions made state of Delaware, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own the Property and to transact the business in the True Lease Opinionwhich it has been engaged, including, but not limited to, any exhibits attached thereto, are true and correct (B) duly qualified to do business and any assumptions made is in any subsequent true lease opinion or update good standing in each jurisdiction where it is required to be delivered so qualified in connection with the Loan Documents its properties, business and operations. (an “Additional True Lease Opinion”)ii) Borrower has no judgments or liens of any nature against it except for tax liens not yet delinquent and Permitted Encumbrances. (iii) Borrower has always been, includingis, but and will be in material compliance with all laws, regulations, and orders applicable to it, and has, and has always had, all permits necessary for it to operate. (iv) Borrower is not limited toaware of any pending or threatened litigation, nor has ever been a party to any material lawsuit, arbitration, summons, or other material legal proceeding except as disclosed in writing to Lender. (v) Borrower has never been, except as disclosed in writing to Lender, nor is involved in, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply withdispute with any taxing authority, and Borrower shall cause Manager has paid all taxes due to any taxing authority before the delinquency thereof. (vi) Borrower has provided Lender with complete financial statements that fairly and Operating Company accurately reflect its current financial conditions in all material respects as of the date of such statements. (vii) Borrower has never owned any real property other than the Property and has never engaged in any business except the ownership and operation of the Property. (viii) Borrower has no material contingent or actual obligations unrelated to comply withthe Property. (ix) Since its formation, Borrower has materially met all of the assumptions made with respect requirements set forth herein to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinionqualify as a Special Purpose Entity.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) isNLO Pledgor LLC, a Delaware limited liability company, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Documentuntil repayment in full of the Debt. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Borrower covenants and agrees that (i) Borrower shall provide Lender with fifteen (15) days’ written notice prior to the removal of an Independent Director of Bxxxxxxx (other than to the extent resulting from the death, disability, resignation (unless such resignation is requested or demanded by any Borrower Party) or incapacity of the assumptions made applicable Independent Director), and (ii) no Independent Director shall be removed other than for Cxxxx. (e) The organizational documents for Borrower and NLO Pledgor LLC shall provide that except for duties to such Person as set forth in the True Lease Opinion, includingorganizational documents (including duties to the member and such Person’s creditors solely to the extent of their respective economic interests in such Person, but excluding (i) all other interests of the member, (ii) the interests of other Affiliates of such Person, and (iii) the interests of any group of Affiliates of which such Person is a part), the Independent Directors shall not limited tohave any fiduciary duties to the member, any exhibits attached theretoofficer or any other Person bound by the applicable organizational documents; provided, are true however, the foregoing shall not eliminate the implied contractual covenant of good faith and correct fair dealing. The organizational documents for Borrower and NLO Pledgor LLC shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Limited Liability Company Act, an Independent Director shall not be liable to such Person, the member or any assumptions made other Person bound by the applicable organizational documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The organizational documents for Borrower and NLO Pledgor LLC shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the applicable organizational documents. The organizational documents for Borrower and NLO Pledgor LLC shall provide that notwithstanding any subsequent true lease opinion other provision of the applicable organizational documents to the contrary, each Independent Director, in its capacity as an Independent Director, may only act, vote or update otherwise participate in those matters referred to in clause (x) of the definition of “Special Purpose Entity” or as otherwise specifically required by the applicable organizational documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the member or board of directors of such Person unless, pursuant to the provisions of Section 9(c)(iii) of Borrower’s operating agreement or as otherwise specifically provided in the applicable organizational documents, such action would be delivered invalid in connection the absence of the affirmative vote or consent of such Independent Director. (f) If, at any time during the term of the Loan, Senior Lender is not requiring the Borrower Parties (as defined in the Senior Loan Agreement) to comply with the provisions of Section 4.1.30 of the Senior Loan Documents Agreement or the Senior Loan has been refinanced or otherwise repaid in full in accordance with the terms of the Senior Loan Documents, then Borrower covenants and agrees with Lender that such Borrower Parties (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been as defined in the Senior Loan Agreement) shall continue to comply with Section 4.1.30 of the Senior Loan Agreement and such provisions and all related defined terms shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinionincorporated by reference herein.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower , (ii) Principal is, shall be and Original Showboat Borrower was shall continue to be a Special Purpose Entity and (as such term was defined iii) Operating Lessee is, shall be and shall continue to be a Special Purpose Entity; provided, however, that Lender agrees that, in the Original event that Borrower, Operating Lessee or Principal fails to maintain an Independent Director or an Independent Manager solely as a result of the failure of Corporation Services Company or other similar service organization to appoint and maintain an independent director or independent manager who complies with the definition of “Independent Director” or “Independent Manager” contained herein, Borrower, Operating Lessee or Principal shall have thirty (30) days (or such shorter period of time which is necessary to ensure that an “Independent Director” or “Independent Manager” is available to vote on any matter required by the Loan AgreementDocuments or the relevant entity’s organizational documents) for the period from the Original Closing Date date that Borrower, Operating Lessee or Principal becomes aware of such failure to replace such independent director or independent manager with an independent director or independent manager who complies with the definition of “Independent Director” or “Independent Manager” contained herein and including the Swap Closing Datesuch failure shall not constitute an Event of Default herein unless Borrower, Operating Lessee or Principal fails to consummate such replacement within such thirty (30) day period. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency OpinionOpinion with respect to the Restricted Parties, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager Principal and Operating Company Lessee have complied and Borrower will cause Principal and Operating Lessee to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Operating Lessee and Operating Company Principal in the Insolvency Opinion. The SPE Parties Borrower will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower, Operating Lessee and Principal in any Additional Insolvency Opinion. Each entity other than Borrower, Operating Lessee and Principal which is a Restricted Party with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a Special Purpose Entity Entity, (as such term was defined in the Original Loan Agreementiii) for the period from the Original Closing Date each Junior Mezzanine Borrower is, shall be and shall continue to be a Special Purpose Entity, (iv) each Operating Lessee is, shall be and including the Swap Closing Dateshall continue to be a Special Purpose Entity, (v) Mortgage Borrower 1 Principal is, shall be and shall continue to be a Special Purpose Entity; and (vi) each of Springing Member 1 and Springing Member 2 is, shall be and shall continue to be a Special Purpose Entity. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and Mortgage Borrower, Mortgage Borrower shall cause each SPE Party, Manager 1 Principal and Operating Company Lessee have complied and Borrower will cause Mortgage Borrower, Mortgage Borrower 1 Principal and Operating Lessee to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Mortgage Borrower, Mortgage Borrower 1 Principal and Operating Company Lessee in the Insolvency Opinion. The SPE Parties Borrower will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower, Mortgage Borrower, Mortgage Borrower 1 Principal and Operating Lessee in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower, Mortgage Borrower 1 Principal and Operating Lessee with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been, is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2ii) representseach Principal has been, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each , and (iii) each Operating Tenant has been (with the exception of Original Tahoe Borrower the Portsmouth Operating Tenant), is, shall be and Original Showboat Borrower was shall continue to be a Special Purpose Entity Entity, and (as such term was defined iv) IDOT Guarantor has been, is, shall be and shall continue to be a Special Purpose Entity; provided, however, that Lender agrees that, in the Original event that any Borrower, IDOT Guarantor or Principal fails to maintain an Independent Director or an Independent Manager solely as a result of the failure of Corporation Services Company or other similar service organization to appoint and maintain an independent director or independent manager who complies with the definition of “Independent Director” or “Independent Manager” contained herein, Borrower, IDOT Guarantor or Principal shall have thirty (30) days (or such shorter period of time which is necessary to ensure that an “Independent Director” or “Independent Manager” is available to vote on any matter required by the Loan AgreementDocuments or the relevant entity’s organizational documents) for the period from the Original Closing Date date that Borrower, IDOT Guarantor or Principal becomes aware of such failure to replace such independent director or independent manager with an independent director or independent manager who complies with the definition of Independent Director or Independent Manager contained herein and including the Swap Closing Datesuch failure shall not constitute an Event of Default herein unless Borrower, IDOT Guarantor or Principal fails to consummate such replacement within such 30 day period. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency OpinionOpinion with respect to the Restricted Parties, including, but not limited to, any exhibits attached thereto, are true and correct in all respects material to the opinions set forth therein and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Each Borrower has complied and will comply with, and each Operating Tenant, IDOT Guarantor and Principal has complied and each Borrower shall will cause each SPE Partythe applicable Operating Tenant, Manager IDOT Guarantor and Operating Company Principal to comply with, all of the assumptions made with respect to the SPE Partiessuch Borrower, Manager Operating Tenant and Operating Company Principal in the Insolvency Opinion. The SPE Parties will Each Borrower will, and shall cause the applicable Operating Tenant and Principal to, have complied and will comply with all of the assumptions made with respect to the SPE Parties such Borrower, IDOT Guarantor, Operating Tenant and/or Principal in any Additional Insolvency Opinion. Each entity other than any Borrower, IDOT Guarantor, Operating Tenant and/or Principal with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower Borrower, and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) any Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the facts stated and all of the assumptions made in the Insolvency OpinionOpinion with respect to Borrower, Principal, Guarantor and their Affiliates, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any all facts stated and all assumptions made with respect to Borrower, Principal, Guarantor and their Affiliates in any subsequent non-consolidation non‑consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all material respects. Borrower has complied and will comply with, and each Principal has complied and Borrower shall will cause each SPE Party, Manager and Operating Company Principal to comply with, all of the assumptions made with respect to the SPE PartiesBorrower and such Principal, Manager and Operating Company as applicable, in the Insolvency Opinion, in all material respects. The SPE Parties Borrower will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower in any Additional Insolvency OpinionOpinion in all material respects. Each entity entity, other than Borrower and each Principal of Borrower ‑50 ‑ and Lender, with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency OpinionOpinion in all material respects. (d) All Borrower covenants and agrees that Borrower shall provide Lender with not less than five (5) days’ prior written notice prior to the removal of an Independent Director or Independent Manager of Borrower and/or any Principal, provided that such removal shall only be effective, so long as Lender shall have the assumptions made in right to confirm that at the True Lease Opiniontime of such removal, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and Borrower shall be true and correct. Each SPE Party has complied and will comply withreplacing the same with an Independent Director or Independent Manager, and as the case may be, of Borrower and/or any Principal who shall cause Manager and Operating Company to comply with, meet all of the assumptions made applicable requirements set forth in this Agreement with respect to any such SPE Parties and Operating Company in replacement Independent Director or Independent Manager, as the True Lease Opinion. Each SPE Party will have complied and will comply with all case may be, of the assumptions made with respect to such SPE Parties in Borrower and/or any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionPrincipal.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a Special Purpose Entity Entity, (as such term was defined iv) Operating Lessee is, shall be and shall continue to be a Special Purpose Entity; and Operating Lessee Pledgor is, shall be and shall continue to be a Special Purpose Entity; provided, however, that Lender agrees that, in the Original event that Borrower, Mortgage Borrower, Operating Lessee, or Operating Lessee Pledgor fails to maintain an Independent Director or an Independent Manager solely as a result of the failure of Corporation Services Company or other similar service organization to appoint and maintain an independent director or independent manager who complies with the definition of “Independent Director” or “Independent Manager” contained herein, Mortgage Borrower, Borrower, Operating Lessee, or Operating Lessee Pledgor shall have thirty (30) days (or such shorter period of time which is necessary to ensure that an “Independent Director” or “Independent Manager” is available to vote on any matter required by the Loan AgreementDocuments or the relevant entity’s organizational documents) for the period from the Original Closing Date date that Mortgage Borrower, Borrower, Operating Lessee, or Operating Lessee Pledgor becomes aware of such failure to replace such independent director or independent manager with an independent director or independent manager who complies with the definition of “Independent Director” or “Independent Manager” contained herein and including the Swap Closing Datesuch failure shall not constitute an Event of Default herein unless Mortgage Borrower, Borrower, Operating Lessee, or Operating Lessee Pledgor fails to consummate such replacement within such thirty (30) day period. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30 (a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency OpinionOpinion with respect to the Restricted Parties, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and Borrower shall cause each SPE PartyMortgage Borrower, Manager Operating Lessee and Operating Company Lessee Pledgor have complied and Borrower will cause Mortgage Borrower, Operating Lessee, and Operating Lessee Pledgor to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Mortgage Borrower, Operating Lessee, and Operating Company Lessee Pledgor in the Insolvency Opinion. The SPE Parties Borrower will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower, Mortgage Borrower, Operating Lessee, and Operating Lessee Pledgor in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower, Operating Lessee or Operating Lessee Pledgor which is a Restricted Party with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, or with respect to an Individual Borrower, the earlier release of the liens of the Pledge Agreement on all Collateral owned by such Individual Borrower, each Individual Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) it is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby ; (1ii) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Senior Mezzanine Borrower is, shall be and shall continue to be a Special Purpose Entity. Each Entity (as defined in the Senior Mezzanine Loan Agreement); and (iii) each of Original Tahoe Mortgage Borrower and Original Showboat Borrower was Mortgage Principal is, shall be and shall continue to be a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date). (b) The representations, warranties All of the facts and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All all of the assumptions made in the Insolvency OpinionOpinion and in the Insolvency Opinion (as defined in the Senior Mezzanine Loan Agreement) given to Senior Mezzanine Lender and in the Insolvency Opinion (as defined in the Mortgage Loan Agreement) given to Mortgage Lender, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any all of the facts and all of the assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and has caused Senior Mezzanine Borrower, Mortgage Borrower, Baltimore Owner and Mortgage Principal to have complied with, all of the assumptions made with respect to Senior Mezzanine Borrower, Borrower, Mortgage Borrower, Baltimore Owner and Mortgage Principal in the Insolvency Opinion. Borrower shall will have complied with and Borrower will cause each SPE PartySenior Mezzanine Borrower, Manager Mortgage Borrower, Baltimore Owner and Operating Company Mortgage Principal to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Senior Mezzanine Borrower, Mortgage Borrower, Baltimore Owner and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties Mortgage Principal in any Additional Insolvency Opinion. Each entity other than Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Baltimore Owner and Mortgage Principal with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Delaware limited liability company that is a Special Purpose Entity. Each of Original Tahoe Borrower , and Original Showboat Borrower was (ii) Operating Tenant is, shall be and shall continue to be a Maryland corporation that is a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing DateEntity. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects material to the opinions set forth therein and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, including any exhibits attached thereto, will have been and shall will be true and correctcorrect in all respects. Borrower has complied and will shall comply with, and each of Operating Tenant and Principal has complied and Borrower shall will cause each SPE Party, Manager Operating Tenant and Operating Company Principal to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Operating Tenant and Operating Company Principal in the Insolvency Opinion. The SPE Parties will Borrower shall, and shall cause Operating Tenant and Principal, to have complied with and will comply with all of the assumptions made with respect to the SPE Parties Borrower, Operating Tenant and Principal in any Additional Insolvency Opinion. Each entity other than Borrower, Operating Tenant and Principal with respect to which an assumption shall be made in any Additional Insolvency Opinion will shall have complied and will shall comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents Until the Debt has been paid in full and warrants thatthe obligations under the Mortgage Loan Documents, from the Original Closing Date until Loan Documents and the date hereofMezzanine Loan Documents have been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a “Special Purpose Entity Entity” (as such term was is defined in Section 1.1 of the Original Mortgage Loan AgreementAgreement as in effect on the date hereof), (iii) for each First Mezzanine Borrower is, shall be and shall continue to be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the period from First Mezzanine Loan Agreement as in effect on the Original Closing Date date hereof), and (iv) each Second Mezzanine Borrower is, shall be and shall continue to and including be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the Swap Closing DateSecond Mezzanine Loan Agreement as in effect on the date hereof). (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Each Borrower has complied and will comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion. (d) Each Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) each Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties each Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than any Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true Mortgage Borrowers and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will Mezzanine Borrowers have been and shall be true and correct. Each SPE Party has complied and will comply withcomplied, and each Borrower shall will cause Manager Mortgage Borrowers and Operating Company Mezzanine Borrowers, as applicable, to comply withcomply, with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and Operating Company Mezzanine Borrowers, as applicable, in the True Lease Opinion. Each SPE Party Insolvency Opinion and each Borrower will have complied cause Mortgage Borrowers and will Mezzanine Borrowers, as applicable, to comply with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and Mezzanine Borrowers, as applicable, in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Insolvency Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents Until the Debt has been paid in full and warrants thatthe obligations under the Mortgage Loan Documents, from the Original Closing Date until Loan Documents and the date hereofMezzanine Loan Documents have been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a “Special Purpose Entity Entity” (as such term was is defined in Section 1.1 of the Original Mortgage Loan AgreementAgreement as in effect on the date hereof), (iii) for each First Mezzanine Borrower is, shall be and shall continue to be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the period from First Mezzanine Loan Agreement as in effect on the Original Closing Date date hereof), and (iv) each Second Mezzanine Borrower is, shall be and shall continue to and including be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the Swap Closing DateSecond Mezzanine Loan Agreement as in effect on the date hereof). (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30 (a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Each Borrower has complied and will comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion. (d) Each Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) each Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties each Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than any Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true Mortgage Borrowers and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will Mezzanine Borrowers have been and shall be true and correct. Each SPE Party has complied and will comply withcomplied, and each Borrower shall will cause Manager Mortgage Borrowers and Operating Company Mezzanine Borrowers, as applicable, to comply withcomply, with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and Operating Company Mezzanine Borrowers, as applicable, in the True Lease Opinion. Each SPE Party Insolvency Opinion and each Borrower will have complied cause Mortgage Borrowers and will Mezzanine Borrowers, as applicable, to comply with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and Mezzanine Borrowers, as applicable, in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Insolvency Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each of Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby Entity and (1ii) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Mortgage Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower Mortgage Principal is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement). Notwithstanding anything to the contrary contained herein, it is understood and agreed that in no event shall any direct or indirect member, partner or other interest-holder in (x) Borrower or Principal be required to make any additional capital contributions or loans or otherwise provide funds to Borrower or Principal for the period from the Original Closing Date any reason, including in order for it to and be a “Special Purpose Entity” hereunder or (y) Mortgage Borrower or Mortgage Principal be required to make any additional capital contributions or loans or otherwise provide funds to Mortgage Borrower or Mortgage Principal for any reason, including the Swap Closing Datein order for it to be a “Special Purpose Entity” hereunder. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender Administrative Agent, Collateral Agent or the Lenders under this Agreement or any other Loan Document. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity Affiliate of Borrower with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the such assumptions made and facts in each case with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Borrower covenants and agrees that (i) Borrower shall provide Administrative Agent with five (5) days’ prior written notice prior to the removal of an Independent Director of any of Borrower and (ii) no Independent Director shall be removed other than for Cause. (e) The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that except for duties to Borrower as set forth in the Organizational Documents (including duties to the member and Borrower’s creditors solely to the extent of their respective economic interests in Borrower, but excluding (i) all other interests of the assumptions made member, (ii) the interests of other Affiliates of Borrower, and (iii) the interests of any group of Affiliates of which Borrower is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable Borrower’s or Principal’s Organizational Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware limited liability company Act, an Independent Director shall not be liable to Borrower, the member or any other Person bound by the applicable Borrower’s or Principal’s Organizational Documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the True Lease Opinionapplicable Borrower’s or Principal’s Organizational Documents. The Organizational Documents for each Borrower and Principal that is a Delaware limited liability company shall provide that notwithstanding any other provision of the applicable Borrower’s or Principal’s Organizational Documents to the contrary, includingeach Independent Director, but not limited toin its capacity as an Independent Director, any exhibits attached theretomay only act, are true and correct and any assumptions made vote or otherwise participate in any subsequent true lease opinion those matters referred to in Section 9(d)(iii) of the applicable Borrower’s or update Principal’s Organizational Documents or as otherwise specifically required to be delivered in connection with by the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply withapplicable Organizational Documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the board of directors of such Borrower shall cause Manager and Operating Company or Principal unless, pursuant to comply with, all the provisions of Section 9(d)(iii) of the assumptions made with respect to such SPE Parties and Operating Company applicable Borrower’s or Principal’s Organizational Documents or as otherwise specifically provided in the True Lease Opinion. Each SPE Party will have complied and will comply with all applicable Organizational Documents, such action would be invalid in the absence of the assumptions made with respect to affirmative vote or consent of such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease OpinionIndependent Director.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, or with respect to an Individual Borrower, the earlier release of the liens of the Pledge Agreement on all Collateral owned by such Individual Borrower, each Individual Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) it is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby ; (1ii) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Senior Mezzanine Borrower is, shall be and shall continue to be a Special Purpose Entity. Each Entity (as defined in the applicable Senior Mezzanine Loan Agreement); and (iii) each of Original Tahoe Mortgage Borrower and Original Showboat Borrower was Mortgage Principal is, shall be and shall continue to be a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date). (b) The representations, warranties All of the facts and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All all of the assumptions made in the Insolvency OpinionOpinion and in the Insolvency Opinion (as defined in the applicable Senior Mezzanine Loan Agreement) given to Senior Mezzanine Lender and in the Insolvency Opinion (as defined in the Mortgage Loan Agreement) given to Mortgage Lender, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any all of the facts and all of the assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and has caused Senior Mezzanine Borrower, Mortgage Borrower, Baltimore Owner and Mortgage Principal to have complied with, all of the assumptions made with respect to Senior Mezzanine Borrower, Borrower, Mortgage Borrower, Baltimore Owner and Mortgage Principal in the Insolvency Opinion. Borrower shall will have complied with and Borrower will cause each SPE PartySenior Mezzanine Borrower, Manager Mortgage Borrower, Baltimore Owner and Operating Company Mortgage Principal to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Senior Mezzanine Borrower, Mortgage Borrower, Baltimore Owner and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties Mortgage Principal in any Additional Insolvency Opinion. Each entity other than Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Baltimore Owner and Mortgage Principal with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower (until such Individual Borrower is released pursuant to the terms of Section 2.5.2), Principal (until such the Individual Borrower owned by such Principal is released pursuant to the terms of Section 2.5.2), Holdco, Pledgor, TRS and Xxxxxxxx Individual Borrower) any Subsidiary REIT is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The With respect to (i) each Individual Borrower (and, with respect to any Individual Borrower that is a limited partnership, its Principal), the representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable until the earlier to any Lender under this Agreement or any occur of (x) the Individual Property owned by such Individual Borrower being released from the Lien of the Loan Documents pursuant to Section 2.5.2, and (y) the repayment in full of the Debt and (ii) each other Loan DocumentBorrower Party, the representations, warranties and covenants set forth in Section 4.1.30(a) shall survive until repayment in full of the Debt. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Xxxxxxxx will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Borrower covenants and agrees that (i) Borrower shall provide Lender with fifteen (15) days’ written notice prior to the removal of an Independent Director of any ID Party (other than to the extent resulting from the death, disability, resignation (unless such resignation is requested or demanded by any Borrower Party) or incapacity of the assumptions applicable Independent Director), and (ii) no Independent Director shall be removed other than for Cause. (e) The organizational documents for each Borrower Party that is a Delaware limited liability company that is required to maintain independent Directors pursuant to the terms of this Agreement (each, an “ID Party”) shall provide that except for duties to such ID Party as set forth in the organizational documents (including duties to the member and such ID Party’s creditors solely to the extent of their respective economic interests in such ID Party, but excluding (i) all other interests of the member, (ii) the interests of other Affiliates of such ID Party, and (iii) the interests of any group of Affiliates of which such ID Party is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable ID Party’s organizational documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The organizational documents for any such ID Party that is a Delaware Limited Liability Company shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Limited Liability Company Act, an Independent Director shall not be liable to such ID Party the member or any other Person bound by the applicable ID Party’s organizational documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The organizational documents for each ID Party that is a Delaware Limited Liability Company shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the applicable ID Party’s organizational documents. The organizational documents for each ID Party that is a Delaware Limited Liability Company shall provide that notwithstanding any other provision of the applicable Borrower’s or Principal’s organizational documents to the contrary, each ID Party, in its capacity as an Independent Director, may only act, vote or otherwise participate in those matters referred to in clause (x) of the definition of “Special Purpose Entity” or as otherwise specifically required by the applicable organizational documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the member or board of directors of such ID Party unless, pursuant to the provisions of Section 9(c)(iii) or as otherwise specifically provided in the applicable organizational documents, such action would be invalid in the absence of the affirmative vote or consent of such Independent Director. The organizational documents for each Borrower Party that is not an ID Party shall provide that any Material Action with respect to such Borrower Party requires the approval of the applicable ID Party that Controls such Borrower Party (which for any Individual Borrower that is a limited partnership shall be Holdco, as the sole member of its Principal) (for clarity, which shall in turn require the vote of the Independent Directors of such ID Party). (f) Borrower hereby represents with respect to itself that any amendment or restatement of any organizational document has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time. (g) With respect to each Individual Borrower other than Roosevelt Blvd North (FL) LLC, Spring Forest Road (NC) LLC and Xxxxxxxxxx Blvd (PA) LLC, Borrower hereby represents that from the date of its formation to the date hereof: (i) its business has been limited solely to (A) acquiring, developing, owning, holding, leasing, transferring, exchanging, operating and managing the Properties, (B) entering into financings and refinancings of the Properties and (C) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing; (ii) it has not engaged in any business other than as set forth in (i) above; (iii) it has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party, except as may have been expressly permitted pursuant to the terms of any prior financings; (iv) it has not (a) made any loans or other extensions of credit to any Person or (b) acquired or held evidence of indebtedness issued by any other Person or entity, in either of the case of (a) or (b), other than (1) extensions of credit such as security deposits made in the True Lease Opinionordinary course of business relating to the ownership and operation of an Individual Property made to an entity that is not an Affiliate of or subject to common ownership with such entity or (2) cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity; (v) it has paid its debts and liabilities from its assets as the same have become due or such debts and liabilities have been repaid or discharged as of the date hereof; (vi) it has done or caused to be done all things necessary to observe organizational formalities and preserve and keep in full force and effect its existence, includingrights (charter and statutory) and franchises; (vii) it has maintained all of its books, but not limited torecords, any exhibits attached thereto, are true financial statements and correct bank accounts separate from those of Affiliates and any assumptions made constituent party, assets have not been listed as assets on the financial statement of any other Person; except to the extent included in a consolidated financial statement. Borrower, to the extent applicable, has filed its own tax returns (except filed consolidated tax returns to the extent required or permitted by law and to the extent that it has been treated as a tax “disregarded entity” not required to file tax returns under applicable law). Borrower has maintained its books, records, resolutions and agreements as official records; (viii) has corrected any subsequent true lease opinion known misunderstanding regarding its status as a separate entity, has conducted its business in its own name, has not identified itself or update any of its Affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks; (ix) it has not commingled its funds or assets with those of any other Person and has held all of its assets in its own name (other than for bank accounts with certain Affiliates maintained in the ordinary course of business); (x) it has not assumed or guaranteed or become obligated for the debts of any other Person and has not held itself out as being responsible for the debts or obligations of any other Person, and has not held out its credit as being available to satisfy the obligations of any other Person, in each case, other than in connection with prior financings that have been released or discharged or that will be released or discharged as of the closing of the Loan; (xi) it is and has since its formation been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is required to be delivered qualified to do business, in each case, except as may have been remedied prior to the date hereof; (xii) it has not granted a security interest or lien in, to or upon, or pledged or otherwise encumbered any of its assets to secure the obligations for the benefit of any other Person other than with respect to loans secured by the Properties and no such security interest, lien, pledge or other encumbrance remains outstanding except in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties the obligations or the other Borrowers; (xiii) it has remained solvent and Operating Company maintained adequate capital in light of its contemplated business operations; (xiv) has paid the True Lease Opinion. Each SPE Party salaries of its own employees (if any) from its own funds; (xv) it has not owned any subsidiary or any equity interest in any other Person; (xvi) it has not made loans to any other person that have not been released or discharged nor has it bought or held evidence of indebtedness issued by any other person or entity, except in connection with any tenant improvement allowance under any Lease; (xvii) it has not incurred any Indebtedness that is still outstanding other than Indebtedness that is permitted under the Loan Documents; and (xviii) it has not had any of its obligations guaranteed by an Affiliate except for guarantees under prior financings that have been released or discharged or that will have complied and will comply with all be released or discharged as of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all closing of the assumptions made with respect to it in any Additional True Lease OpinionLoan.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents Until the Debt has been paid in full and warrants thatthe obligations under the Mortgage Loan Documents, from the Original Closing Date until Loan Documents and the date hereofMezzanine Loan Documents have been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a “Special Purpose Entity Entity” (as such term was is defined in Section 1.1 of the Original Mortgage Loan AgreementAgreement as in effect on the date hereof) for and (iii) each First Mezzanine Borrower is, shall be and shall continue to be a “Special Purpose Entity” (as such term is defined in Section 1.1 of the period from First Mezzanine Loan Agreement as in effect on the Original Closing Date to and including the Swap Closing Datedate hereof). (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) hereof shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Each Borrower has complied and will comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion. (d) Each Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) each Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties each Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than any Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true Mortgage Borrowers and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will First Mezzanine Borrowers have been and shall be true and correct. Each SPE Party has complied and will comply withcomplied, and each Borrower shall will cause Manager Mortgage Borrowers and Operating Company First Mezzanine Borrowers, as applicable, to comply withcomply, with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and Operating Company First Mezzanine Borrowers, as applicable, in the True Lease Opinion. Each SPE Party Insolvency Opinion and each Borrower will have complied cause Mortgage Borrowers and will First Mezzanine Borrowers, as applicable, to comply with all of the assumptions made with respect to such SPE Parties Mortgage Borrowers and First Mezzanine Borrowers, as applicable, in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Insolvency Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the (i) Borrower has since its date hereof until the Debt of formation, is paid in full each Borrower now, shall be and each SPE Party shall continue to be a Special Purpose Entity, (other than Paris Individual Borrower and Xxxxxxxx Individual Borrowerii) Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby Entity and (1iii) represents each amendment and warrants that, from the Swap Closing Date until the date hereof, each restatement of Paris Individual Borrower and Xxxxxxxx Individual Borrower Borrower’s organizational documents has been a Special Purpose Entity (as such term was defined accomplished in the Original Loan Agreement)accordance with, and (2) representswas permitted by, warrants and covenants that the relevant portions of said documents prior to their amendment or restatement from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue time to be a Special Purpose Entitytime. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.USActive 36631986.12 -87- (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Agent or Lender under this Agreement or any other Loan Document. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Principal will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower and Principal with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any Additional such Insolvency Opinion. (d) All Borrower hereby represents that from the date of its formation to the date hereof: (i) is and always has been duly formed, validly existing, and in good standing in the state of its organization and in all other jurisdictions where it is qualified to do business; (ii) has no judgments or liens of any nature against it except for tax liens not yet due; (iii) is in compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate; (iv) is not involved in any dispute with any taxing authority; (v) has paid all taxes which it owes; (vi) has never owned any real property other than the Property and personal property necessary or incidental to its ownership or operation of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true Property and correct and any assumptions made has never engaged in any subsequent true lease opinion business other than the ownership and operation of the Property; (vii) is not now, nor has ever been, party to any lawsuit, arbitration, summons, or update required legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; (viii) has provided Agent with complete financial statements that reflect a fair and accurate view of the entity’s financial condition; (ix) has no material contingent or actual obligations not related to be delivered the Property; and (x) each amendment and restatement of Borrower’s organizational documents has been accomplished in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply accordance with, and Borrower shall cause Manager and Operating Company was permitted by, the USActive 36631986.12 -88- relevant provisions of said documents prior to comply with, all of the assumptions made with respect its amendment or restatement from time to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opiniontime.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, each Individual Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt (i) it has been since its formation, is paid in full now, and shall continue to be a Special Purpose Entity and (ii) each Borrower and each SPE Party Principal (other than Paris Individual Borrower and Xxxxxxxx Individual Borrowerif any) ishas been since its formation, shall be is now, and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30 (a) shall survive for so long as any amount the outstanding balance of the Loan remains payable to any Lender under this Agreement or any other Loan Documentunpaid. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Principal will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower and Principal with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Each Individual Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Each Individual Borrower covenants and agrees that such Individual Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any such Individual Borrower and/or Principal. (e) Each amendment and each restatement of the assumptions made organizational documents of Borrower or Principal, if any, has been accomplished in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply accordance with, and Borrower shall cause Manager and Operating Company was permitted by, the relevant provisions of each such document prior to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinionits amendment or restatement from time-to-time.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from Until the Original Closing Date until the date hereofDebt has been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Borrower has complied and will comply with all of the assumptions made with respect to Borrower in the Insolvency Opinion. (d) Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All Borrower hereby further represents, warrants and certifies to and for the benefit and reliance of the assumptions made in the True Lease OpinionLender that: (i) Borrower has provided Lender with true, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made complete copies of (A) Borrower’s current (and since the date of its inception) financial statements and (B) Borrower’s current (and since the date of its inception) organizational documents; and (iii) Borrower has prior to the Assumption Date (and at all times since the date of its inception) conducted its affairs as a special purpose bankruptcy remote entity in any subsequent true lease opinion or update required to be delivered substantial accordance with (A) the provisions of this Section 4.1.30 and (B) the provisions of Borrower’s organizational documents (as in connection with effect now and as in effect at all times since the Loan Documents (an “Additional True Lease Opinion”date of its inception), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) each Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a Special Purpose Entity Entity, (as such term was defined in the Original Loan Agreementiii) for the period from the Original Closing Date each Mezzanine Borrower is, shall be and shall continue to be a Special Purpose Entity, (iv) each Operating Lessee is, shall be and including the Swap Closing Dateshall continue to be a Special Purpose Entity, (v) Mortgage Borrower 1 Principal is, shall be and shall continue to be a Special Purpose Entity; and (vi) each of Springing Member 1 and Springing Member 2 is, shall be and shall continue to be a Special Purpose Entity. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any Any assumptions made in any subsequent non-consolidation opinion or update Insolvency Opinion required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”)Documents, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower, Mortgage Borrower, Mezzanine Borrower and Mortgage Borrower 1 Principal and Operating Lessee in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower, Mezzanine Borrower, Mortgage Borrower 1 Principal and Operating Lessee with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, each Individual Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full (i) each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower Entity and Original Showboat Borrower was (ii) Principal is, shall be and shall continue to be a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing DateEntity. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Principal will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower and Principal with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Borrower covenants and agrees that Borrower shall provide Lender with (i) thirty (30) days’ prior written notice prior to the removal by Borrower or any Affiliate of Borrower of an Independent Director of any of Borrower and/or Principal and (ii) prompt written notice immediately following the resignation, death or disability of any Independent Director of any of Borrower and/or Principal. (e) Notwithstanding the definition of “Special Purpose Entity” or this Section 4.1.30, the following activities of the assumptions made in Borrower, Principal and their respective Affiliates shall not be considered a violation of any of the True Lease Opinioncovenants and prohibitions set forth herein with respect to Special Purpose Entities, including, but not limited towithout limitation, this Section 4.1.30: (i) treating the Property for all purposes as part of and within the portfolio of manufactured housing communities owned by Guarantor or any exhibits attached theretoAffiliate, are true for marketing, promotion and correct providing information and any assumptions made reports to the public, including a common website or, or as required by applicable law; provided, however, that the Borrower shall conduct its business in any subsequent true lease opinion or update required to be delivered in connection with its own name; and (ii) obtaining the Loan and entering into the Loan Documents (an “Additional True Lease Opinion”)with the other Individual Borrowers. Additionally, includingthe operations and activities of the Borrower and its Affiliates, but not limited toas performed by Manager or a Qualified Manager as set forth in the Management Agreement or a Replacement Management Agreement, any exhibits attached thereto, will and as such management activities may have been and shall be true and correct. Each SPE Party has complied and will comply withperformed prior to the date hereof by Borrower, Sun, Guarantor, and Borrower their Affiliates, shall cause Manager and Operating Company to comply with, all not be a violation of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinionthis Section 4.1.30 or Section 4.1.39 below.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each (i) Borrower is, shall be and each SPE Party shall continue to be a Special Purpose Entity and (other than Paris Individual Borrower and Xxxxxxxx Individual Borrowerii) Principal is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) and Section 4.1.30(c) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All Borrower hereby represents and warrants to Lender that: 1. Borrower, since its inception, is and always has been duly formed and validly existing in the state in which it was formed and in any other jurisdictions where it is qualified to do business; 2. Borrower has no judgments or liens of any nature against it except for tax liens, liens created by any of the assumptions made Loan Documents and liens encumbering the Property that will be satisfied with the proceeds of the Loan; 3. Borrower is in compliance with all laws, regulations and orders applicable to Borrower and has received all permits necessary for Borrower to operate and for which a failure to possess would materially and adversely affect the condition, financial or otherwise, of Borrower; 4. Borrower is not aware of any pending or threatened litigation involving Borrower that, if adversely determined, might materially adversely affect the condition (financial or otherwise) of Borrower, or the condition or ownership of the property owned by Borrower; 5. Borrower is not involved in any dispute with any taxing authority, except for disputes permitted under the Loan Documents; 6. Borrower has paid or has caused to be paid all real estate taxes that are due and payable with respect to the Property; 7. Borrower has never owned any property other than the Property and has never engaged in any business except the ownership and operation of the Property; 8. Borrower is not now, nor has ever been party to any lawsuit, arbitration, summons or legal proceeding that, if adversely determined, might materially adversely affect the condition (financial or otherwise) of Borrower or the condition or ownership of the property owned by Borrower; 9. Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of Borrower’s financial condition in all material respects; 10. Borrower has obtained a Phase One environmental audit for the Property in connection with the closing of the Loan, which audit did not reveal any material environmental issues affecting the Property; 11. At all times since its formation, Borrower has complied with the separateness covenants materially similar to those set forth in the Insolvency Opiniondefinition of “Special Purpose Entity” contained herein; 12. Borrower has no contingent or actual obligations not related to the Property; and 13. From and after the funding of the Loan, includingBorrower shall conduct its operations as a Special Purpose Entity and as such, but not limited toshall take all actions necessary to cause it to comply with, and will refrain from taking any exhibits attached theretoaction in violation of, are true the covenants, representations and correct warranties of a Special Purpose Entity. (d) Any and any all of the stated facts and assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, including any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Principal will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied stated facts and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied entity other than Borrower and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made Principal with respect to such SPE Parties and Operating Company which an assumption is made or a fact stated in the True Lease Opinion. Each SPE Party any Insolvency Opinion will have complied and will shall comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional True Lease OpinionInsolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (e) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days prior written notice prior to the removal of an Independent Director of any of Borrower or Principal.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, or with respect to an Individual Borrower, the earlier release of the liens of the Pledge Agreement on all Collateral owned by such Individual Borrower, each Individual Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower , and Original Showboat Borrower was (ii) Xxxxxx Cushion Entity is, shall be and shall continue to be a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing DateEntity. (b) The representations, warranties All of the facts and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All all of the assumptions made in the Insolvency OpinionOpinion and in the Insolvency Opinion (as defined in the Xxxxxx Mortgage Loan Agreement) given to Xxxxxx Lender, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any all of the facts and all of the assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and has caused Xxxxxx Cushion Entity and Xxxxxx Borrowers to have complied with, all of the assumptions made with respect to Borrower, Xxxxxx Cushion Entity and Xxxxxx Borrowers in the Insolvency Opinion. Borrower shall will have complied with and Borrower will cause each SPE Party, Manager Xxxxxx Cushion Entity and Operating Company Xxxxxx Borrowers to comply with, all of the assumptions made with respect Table of Contents to the SPE PartiesBorrower, Manager Xxxxxx Cushion Entity and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties Xxxxxx Borrowers in any Additional Insolvency Opinion. Each Borrower shall use reasonable efforts to cause each entity other than Borrower and Xxxxxx Borrowers with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from Until the Original Closing Date until the date hereofDebt has been paid in full, each Borrower and each SPE Loan Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt it is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties Loan Party will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than any Loan Party with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Each Loan Party covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Each Loan Party covenants and agrees that (i) it shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Borrower or such Loan Party, as applicable, and (ii) no Independent Director shall be removed other than for Cause. (e) Each Loan Party hereby represents with respect to itself that any amendment or restatement of any organizational document has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time. (f) Each Loan Party hereby represents that any assignment of limited liability company interests in such Loan Party, and the admission of the assumptions assignee as a member of such Loan Party, made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion pursuant to or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”)Bankruptcy Proceeding or at any time thereafter, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply was accomplished in accordance with, and Borrower shall cause Manager and Operating Company to comply withwas permitted by, all the limited liability company agreement of the assumptions made such Loan Party as in effect at such time. (g) Each Loan Party hereby represents with respect to Borrower that, from the date on which Borrower was acquired by a Holdco pursuant to the Bankruptcy Proceeding, until the date hereof: (i) its business has been limited solely to (A) acquiring, owning, holding, leasing, financing, operating and managing the Property, (B) entering into financings and refinancings of the Property and (C) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing; (ii) it has not engaged in any business other than as set forth in clause (i) above; (iii) it has not entered into any contract or agreement with any of its Affiliates, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party, except as may have been expressly permitted pursuant to the terms of any prior financings; (iv) it has not (a) made any loans or other extensions of credit to any Person or (b) acquired or held evidence of indebtedness issued by any other Person or entity, in either of the case of (a) or (b), other than (1) extensions of credit such SPE Parties and Operating Company as security deposits made in the True Lease Opinion. Each SPE Party will have complied ordinary course of business relating to the ownership and will comply with all operation of the assumptions Property made to an entity that is not an Affiliate of or subject to common ownership with such entity or (2) cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity; (v) it has paid its debts and liabilities from its assets as the same have become due or such debts and liabilities have been repaid or discharged as of the date hereof; (vi) it has done or caused to be done all things necessary to observe organizational formalities and preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises (except with respect to such SPE Parties the Bankruptcy Proceeding); (vii) it has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person, and its assets and the assets of Operating Lessee have not been listed as assets on the financial statement of any other Person. Borrower and Operating Lessee, to the extent applicable, has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law). Borrower and Operating Lessee has maintained its books, records, resolutions and agreements as official records; (viii) it has been, and has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate), has corrected any known misunderstanding regarding its status as a separate entity, has conducted its business in its own name, has not identified itself or any Additional True Lease Opinion. Each entity of its Affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks; (ix) it has not commingled its assets with those of any other Person and has held all of its assets in its own name, except with respect to co-borrowers under the prior financings secured by the Property, which an assumption shall be made have been repaid in any Additional True Lease Opinion will have complied and will comply with all full as of the assumptions made date hereof; (x) it has not guaranteed or become obligated for the debts of any other Person and has not held itself out as being responsible for the debts or obligations of any other Person except with respect to co-borrowers under the prior financings secured by the Property, which have been repaid in full as of the date hereof; (xi) it has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xii) it has not granted a security interest or lien in, to or upon, or pledged or otherwise encumbered any of its assets to secure the obligations for the benefit of any other Person other than with respect to loans secured by the Property, and no such security interest, lien, pledge or other encumbrance remains outstanding except in connection with the Loan, and the Permitted Encumbrances; (xiii) it has endeavored to maintain adequate capital in light of its contemplated business operations; (xiv) it has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds; (xv) it has not owned any subsidiary or any equity interest in any Additional True Lease Opinionother Person; (xvi) it has not made loans to any other Person that have not been released or discharged, nor has it bought or held evidence of indebtedness issued by any other Person; and USActive 30748472.10 -61- (xvii) it has not incurred any Indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents. (h) Borrower hereby represents with respect to Borrower, from the date on which Borrower was acquired by a Holdco pursuant to the Bankruptcy Proceeding, until the date hereof: (i) it is not now, nor has it been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; it being acknowledged and agreed that Bankruptcy Proceeding occurred and has been resolved pursuant to a final non-appealable order of the United States Bankruptcy Court for the Southern District of New York; (ii) it has no material contingent or actual obligations not related to the Property; (iii) it is and has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business; (iv) it has not had any of its obligations guaranteed by an Affiliate, except in connection with prior loans made to Borrower and secured by the Property; (v) other than Operating Lessee, none of the Tenants holding leasehold interests with respect to the Property is Affiliated with Borrower; (vi) has no judgments or liens of any nature against it except for tax liens not yet delinquent as set forth in the Title Insurance Policy or as otherwise disclosed to Lender prior to the date hereof; (vii) is in compliance in all material respects with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all material permits necessary for it to operate the Property; (viii) is not involved in any material dispute with any taxing authority with respect to the Property, other than with respect to tax contests; (ix) has paid all taxes which it are due and payable, except for taxes being contested or as otherwise permitted pursuant to this Agreement; (x) has no material contingent or actual obligations not related to the Property; and (xi) Borrower has had at least one member at all times. (i) Each of Borrower, Operating Lessee and Lender acknowledges and agrees that the Bankruptcy Proceeding occurred and such Bankruptcy Proceeding has been resolved pursuant to a final non-appealable order of the United States Bankruptcy Court for the Southern District of New York. USActive 30748472.10 -62-

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, or with respect to an Individual Borrower, the earlier release of the liens of the Pledge Agreement on all Collateral owned by such Individual Borrower, each Individual Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) it is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby ; and (1ii) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Mortgage Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower Mortgage Principal is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Mortgage Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date). (b) The representations, warranties All of the facts and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All all of the assumptions made in the Insolvency OpinionOpinion and in the Insolvency Opinion (as defined in the Mortgage Loan Agreement) given to Mortgage Lender, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any all of the facts and all of the assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower has complied and will comply with, and has caused Mortgage Borrower, Baltimore Owner and Mortgage Principal to have complied with, all of the assumptions made with respect to Borrower, Mortgage Borrower, Baltimore Owner and Mortgage Principal in the Insolvency Opinion. Borrower shall will have complied with and Borrower will cause each SPE PartyMortgage Borrower, Manager Baltimore Owner and Operating Company Mortgage Principal to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Mortgage Borrower, Baltimore Owner and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties Mortgage Principal in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower, Baltimore Owner and Mortgage Principal with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower (until such Individual Borrower is released pursuant to the terms of Section 2.5.2), Principal (until such the Individual Borrower owned by such Principal is released pursuant to the terms of Section 2.5.2), Holdco, Pledgor, TRS and Xxxxxxxx Individual Borrower) any Subsidiary REIT is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The With respect to (i) each Individual Borrower (and, with respect to any Individual Borrower that is a limited partnership, its Principal), the representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable until the earlier to any Lender under this Agreement or any occur of (x) the Individual Property owned by such Individual Borrower being released from the Lien of the Loan Documents pursuant to Section 2.5.2, and (y) the repayment in full of the Debt and (ii) each other Loan DocumentBorrower Party, the representations, warranties and covenants set forth in Section 4.1.30(a) shall survive until repayment in full of the Debt. (c) All Any and all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply withcorrect in all respects, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the stated facts and assumptions made with respect to the SPE Parties it in any Additional Insolvency Opinion. Each entity other than Borrower with respect to which an assumption shall be is made or a fact stated in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) All Borrower covenants and agrees that (i) Borrower shall provide Lender with fifteen (15) days’ written notice prior to the removal of an Independent Director of any ID Party (other than to the extent resulting from the death, disability, resignation (unless such resignation is requested or demanded by any Borrower Party) or incapacity of the assumptions applicable Independent Director), and (ii) no Independent Director shall be removed other than for Cause. (e) The organizational documents for each Borrower Party that is a Delaware limited liability company that is required to maintain independent Directors pursuant to the terms of this Agreement (each, an “ID Party”) shall provide that except for duties to such ID Party as set forth in the organizational documents (including duties to the member and such ID Party’s creditors solely to the extent of their respective economic interests in such ID Party, but excluding (i) all other interests of the member, (ii) the interests of other Affiliates of such ID Party, and (iii) the interests of any group of Affiliates of which such ID Party is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable ID Party’s organizational documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The organizational documents for any such ID Party that is a Delaware Limited Liability Company shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Limited Liability Company Act, an Independent Director shall not be liable to such ID Party the member or any other Person bound by the applicable ID Party’s organizational documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The organizational documents for each ID Party that is a Delaware Limited Liability Company shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the applicable ID Party’s organizational documents. The organizational documents for each ID Party that is a Delaware Limited Liability Company shall provide that notwithstanding any other provision of the applicable Borrower’s or Principal’s organizational documents to the contrary, each ID Party, in its capacity as an Independent Director, may only act, vote or otherwise participate in those matters referred to in clause (x) of the definition of “Special Purpose Entity” or as otherwise specifically required by the applicable organizational documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the member or board of directors of such ID Party unless, pursuant to the provisions of Section 9(c)(iii) or as otherwise specifically provided in the applicable organizational documents, such action would be invalid in the absence of the affirmative vote or consent of such Independent Director. The organizational documents for each Borrower Party that is not an ID Party shall provide that any Material Action with respect to such Borrower Party requires the approval of the applicable ID Party that Controls such Borrower Party (which for any Individual Borrower that is a limited partnership shall be Holdco, as the sole member of its Principal) (for clarity, which shall in turn require the vote of the Independent Directors of such ID Party). (f) Borrower hereby represents with respect to itself that any amendment or restatement of any organizational document has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time. (g) With respect to each Individual Borrower other than Roosevelt Blvd North (FL) LLC, Spring Forest Road (NC) LLC and Vxxxxxxxxx Blvd (PA) LLC, Borrower hereby represents that from the date of its formation to the date hereof: (i) its business has been limited solely to (A) acquiring, developing, owning, holding, leasing, transferring, exchanging, operating and managing the Properties, (B) entering into financings and refinancings of the Properties and (C) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing; (ii) it has not engaged in any business other than as set forth in (i) above; (iii) it has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party, except as may have been expressly permitted pursuant to the terms of any prior financings; (iv) it has not (a) made any loans or other extensions of credit to any Person or (b) acquired or held evidence of indebtedness issued by any other Person or entity, in either of the case of (a) or (b), other than (1) extensions of credit such as security deposits made in the True Lease Opinionordinary course of business relating to the ownership and operation of an Individual Property made to an entity that is not an Affiliate of or subject to common ownership with such entity or (2) cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity; (v) it has paid its debts and liabilities from its assets as the same have become due or such debts and liabilities have been repaid or discharged as of the date hereof; (vi) it has done or caused to be done all things necessary to observe organizational formalities and preserve and keep in full force and effect its existence, includingrights (charter and statutory) and franchises; (vii) it has maintained all of its books, but not limited torecords, any exhibits attached thereto, are true financial statements and correct bank accounts separate from those of Affiliates and any assumptions made constituent party, assets have not been listed as assets on the financial statement of any other Person; except to the extent included in a consolidated financial statement. Borrower, to the extent applicable, has filed its own tax returns (except filed consolidated tax returns to the extent required or permitted by law and to the extent that it has been treated as a tax “disregarded entity” not required to file tax returns under applicable law). Borrower has maintained its books, records, resolutions and agreements as official records; (viii) has corrected any subsequent true lease opinion known misunderstanding regarding its status as a separate entity, has conducted its business in its own name, has not identified itself or update any of its Affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks; (ix) it has not commingled its funds or assets with those of any other Person and has held all of its assets in its own name (other than for bank accounts with certain Affiliates maintained in the ordinary course of business); (x) it has not assumed or guaranteed or become obligated for the debts of any other Person and has not held itself out as being responsible for the debts or obligations of any other Person, and has not held out its credit as being available to satisfy the obligations of any other Person, in each case, other than in connection with prior financings that have been released or discharged or that will be released or discharged as of the closing of the Loan; (xi) it is and has since its formation been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is required to be delivered qualified to do business, in each case, except as may have been remedied prior to the date hereof; (xii) it has not granted a security interest or lien in, to or upon, or pledged or otherwise encumbered any of its assets to secure the obligations for the benefit of any other Person other than with respect to loans secured by the Properties and no such security interest, lien, pledge or other encumbrance remains outstanding except in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties the obligations or the other Borrowers; (xiii) it has remained solvent and Operating Company maintained adequate capital in light of its contemplated business operations; (xiv) has paid the True Lease Opinion. Each SPE Party salaries of its own employees (if any) from its own funds; (xv) it has not owned any subsidiary or any equity interest in any other Person; (xvi) it has not made loans to any other person that have not been released or discharged nor has it bought or held evidence of indebtedness issued by any other person or entity, except in connection with any tenant improvement allowance under any Lease; (xvii) it has not incurred any Indebtedness that is still outstanding other than Indebtedness that is permitted under the Loan Documents; and (xviii) it has not had any of its obligations guaranteed by an Affiliate except for guarantees under prior financings that have been released or discharged or that will have complied and will comply with all be released or discharged as of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all closing of the assumptions made with respect to it in any Additional True Lease OpinionLoan.

Special Purpose Entity/Separateness. (a) At all times on and after the date hereof and until such time as the Debt shall be repaid in full or any Individual Borrower is released from its obligations hereunder, each Individual Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be is and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents In furtherance of and warrants thatwithout limiting the foregoing, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower at all times on and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from after the date hereof and until such time as the Debt is paid shall be repaid in full full, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each single-member limited liability company, and no Individual Borrower shall change its organizational state of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined formation or its organizational entity type without Lender’s prior written consent, which consent may be withheld in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing DateLender’s sole discretion. (ba) The representations, warranties Any and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All all of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true stated facts and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, and Borrower has will have complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, with all of the stated facts and assumptions made with respect to the SPE Parties, Manager and Operating Company it in the any Insolvency Opinion. The SPE Parties Each entity other than Borrower with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to the SPE Parties it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency OpinionOpinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. Each entity other than Borrower with respect to which an stated facts or any assumption shall be made in the Insolvency Opinion or any Additional Insolvency Opinion will have complied and will comply with all of the stated facts and assumptions made with respect to it in any Insolvency Opinion or Additional Insolvency Opinion. (b) Each Individual Borrower covenants and agrees such Individual Borrower shall provide Lender with ten (10) Business Days’ prior written notice prior to the removal of an Independent Director of such Individual Borrower. (c) Each Individual Borrower hereby represents that any amendment or restatement of any of its organizational document has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time. (d) All Each Individual Borrower hereby represents that from the date of its formation to the date hereof: (i) its business has been limited solely to (A) acquiring, owning, holding, leasing, financing, operating and managing the related Individual Property, (B) entering into financings and refinancings of the assumptions related Individual Property and (C) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing; (ii) it has not engaged in any business other than as set forth in clause (i) above; (iii) it has not entered into any contract or agreement with any of its Affiliates, constituents or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party, except as may have been expressly permitted pursuant to the terms of any prior financings; (iv) it has not (A) made any loans or other extensions of credit to any Person or (B) acquired or held evidence of indebtedness issued by any other Person, in either such case, other than (1) extensions of credit such as security deposits made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true ordinary course of business relating to the ownership and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all operation of the assumptions related Individual Property made to a Person that is not an Affiliate of or subject to common ownership with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.Person or

Special Purpose Entity/Separateness. (a) Until the Debt has been paid in full, Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borroweri) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe , (ii) Mortgage Borrower is, shall be and Original Showboat Borrower was shall continue to be a Special Purpose Entity Entity, (as such term was defined in the Original Loan Agreementiii) for the period from the Original Closing Date General Partner is, shall be and shall continue to be a Special Purpose Entity, and including the Swap Closing Date(iv) Principal is, shall be and shall continue to be a Special Purpose Entity. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30 (a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correctcorrect in all respects. Borrower, Mortgage Borrower, General Partner and Principal have complied with and Borrower has complied will comply with and will comply withcause Mortgage Borrower, General Partner and Borrower shall cause each SPE Party, Manager and Operating Company Principal to comply with, all of the assumptions made with respect to the SPE PartiesBorrower, Manager Mortgage Borrower, General Partner and Operating Company Principal in the Insolvency Opinion. The SPE Parties Borrower, Mortgage Borrower, General Partner and Principal will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower, Mortgage Borrower, General Partner and Principal in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower, General Partner and Principal with respect to which an assumption shall be made in the Insolvency Opinion or any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in the Insolvency Opinion or any Additional Insolvency Opinion. (d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from Until the Original Closing Date until the date hereofDebt has been paid in full, each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) hereby represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Xxxxxxxx Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Xxxxxxxx Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Xxxxxxxx Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date. (b) The representations, warranties and covenants set forth in Section 4.1.30 4.1.30(a) shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document. (c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects. Borrower has complied and will comply with all of the assumptions made with respect to Borrower in the Insolvency Opinion. (d) Borrower hereby covenants and agrees that (i) any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”"), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. correct in all respects, (ii) Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties Borrower in any Additional Insolvency Opinion. Each entity , and (iii) each Person other than Borrower with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion. (de) All Borrower hereby further represents, warrants and certifies to and for the benefit and reliance of the assumptions made in the True Lease OpinionLender that: (i) Borrower has provided Lender with true, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made complete copies of (A) Borrower’s current (and since the date of its inception) financial statements and (B) Borrower’s current (and since the date of its inception) organizational documents; and (iii) Borrower has prior to the Assumption Date (and at all times since the date of its inception) conducted its affairs as a special purpose bankruptcy remote entity in any subsequent true lease opinion or update required to be delivered substantial accordance with (A) the provisions of this Section 4.1.30 and (B) the provisions of Borrower’s organizational documents (as in connection with effect now and as in effect at all times since the Loan Documents (an “Additional True Lease Opinion”date of its inception), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.